Constellation Acquisition I : Current Report - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 25, 2023

CONSTELLATION ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

Cayman Islands		001-39945		98-1574835
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

181 Westchester Ave Suite 407A Port Chester, NY		10573
(Address of principal executive offices)		(Zip Code)

[phone]

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☒	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share		CSTA		The New York Stock Exchange
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50		CSTA.W		The New York Stock Exchange
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant		CSTA.U		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On December 30, 2022, Constellation Acquisition Corp I ("Constellation") filed a definitive proxy statement (the "Extension Proxy Statement") for an extraordinary general meeting of its shareholders to be held on January 24, 2023 (the "Extraordinary General Meeting") to consider and act upon a proposal to extend the date (the "Termination Date") by which Constellation must complete an initial business combination to April 29, 2023 (the "Articles Extension Date") and to allow Constellation, without the need for another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis, for up to nine times, by an additional one month each time, after the Articles Extension Date, by resolution of Constellation's board of directors, if requested by Constellation Sponsor GmbH & Co. KG, a German limited partnership. The Extension Proxy Statement was mailed to Constellation shareholders of record as of December 27, 2022. Shareholders may obtain a copy of the Extension Proxy Statement at the SEC's website (www.sec.gov). On January 23, 2023, Constellation adjourned the Extraordinary General Meeting until 8:00 AM ET on January 26, 2023 in order to allow additional time for Constellation to engage with its shareholders.

Constellation intends to open the Extraordinary General Meeting on January 26, 2023 at 8:00 AM ET and promptly adjourn the Extraordinary General Meeting until 5:00 PM ET on January 27, 2023 in order to allow additional time for Constellation to engage with its shareholders. All Constellation shareholders of record as of the close of business on December 27, 2022 are entitled to vote at the Extraordinary General Meeting. Constellation shareholders who have not already voted, or wish to change their vote, are strongly encouraged to submit their proxies as soon as possible. Valid proxies submitted by shareholders prior to the Extraordinary General Meeting will continue to be valid for purposes of the rescheduled Extraodrinary General Meeting. For more information on how to vote, please call Constellation's proxy solicitor, Morrow Sodali, at [phone] for shareholders or [phone] for bankers and brokers or email [e-mail].

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 25, 2023

		CONSTELLATION ACQUISITION CORP I
		By:	/s/ Klaus Kleinfeld
		Name:	Klaus Kleinfeld
		Title:	Chief Executive Officer

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