Constellation Acquisition Corp I Announces Notification to New York Stock Exchange of Intention to Voluntarily Delist Ordinary Shares, Warrants and Units
December 20 2023 - 9:31PM
Constellation Acquisition Corp I (NYSE: CSTA) (the “Company”)
today announced its intention to voluntarily delist its Class A
ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), redeemable warrants, each one whole warrant exercisable
for one share of Class A ordinary shares at an exercise price of
$11.50 (the “Warrants”) and units, each consisting of one share of
Class A ordinary shares and one-third of one redeemable warrant
(the “Units” and together with the Ordinary Shares and the
Warrants, the “Securities”) from The New York Stock Exchange
(“NYSE”) and its intention to make an application to have its
Securities quoted on the OTCQX Marketplace (“OTCQX”). The Company
provided notice of the voluntary delisting to NYSE on December 20,
2023 and intends to timely file a Form 25 with the U.S. Securities
and Exchange Commission (the “SEC”) to effect the delisting. It is
anticipated that the delisting will become effective on or about
January 11, 2024. Although the timing of the Company’s decision was
driven in part by the determination it could soon fall out of
compliance with NYSE listing standards, the Company has been
evaluating its listing options for some time and has concluded
that, for the Company, the cost of an NYSE listing, and the
management attention required to maintain compliance with NYSE
listing standards, outweighs the benefits of being listed on NYSE.
Eliminating the effort required to maintain compliance with NYSE
listing standards will better enable the Company to focus on its
purpose of effecting a merger, capital share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company intends to
make an application to have its Ordinary Shares quoted on OTCQX and
expects that the Ordinary Shares will be quoted on the OTCQX under
its current trading symbol “CSTA”, the Warrants will be quoted on
the OTCQX under its current trading symbol “CSTA.WS” and the Units
will be quoted on the OTCQX under its current trading symbol
“CSTA.U” on the next trading day after NYSE trading is no longer
available, subject to the approval of the OTCQX. The Company
expects that transferring its Securities to the OTCQX will enable
its investors to hold and trade its Securities without
interruption.
The Company will remain subject to the periodic reporting
requirements of the U.S. Securities Exchange Act of 1934, as
amended, following the delisting of its Securities from NYSE.
Shareholders of the Company will not be required to exchange any
Securities, and the Company expects electronic trading to be
available without any material disruption. Ultimately, the
Company’s board of directors determined that it is in the best
interests of the Company and its shareholders to voluntarily delist
the Company’s Securities from NYSE and move to the OTCQX at this
time.
Cautionary Note Regarding Forward Looking
Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical facts
contained in this press release are forward-looking statements. In
some cases, you can identify forward-looking statements by terms
such as “expect,” “will,” “plan,” “anticipate,” “could,” “intend,”
“believe,” “estimate,” or “continue” or the negative of these terms
or other similar expressions, although not all forward-looking
statements contain these words, and the use of future dates.
Forward-looking statements in this press release include, but are
not limited to, statements regarding the timing and effect of the
Company’s delisting from NYSE and transfer to OTCQX. The
forward-looking statements in this press release are only
predictions and are based largely on the Company’s current
expectations and projections about future events and financial
trends that it believes may affect its business, financial
condition and results of operations. These forward-looking
statements speak only as of the date of this press release and are
subject to a number of known and unknown risks, uncertainties and
assumptions, including without limitation, risks associated with
the delisting from NYSE, the Company’s ability to successfully
transfer to OTCQX, the possibility that the Company’s Securities
may be involuntarily delisted from NYSE prior to the effectiveness
of the voluntary delisting, market conditions and the impact of
these changes on the trading and price of the Company’s Securities
and other risks described in the “Risk Factors” section of the
Company’s Annual Report on Form 10-K for the year ended December
31, 2022 as filed with the SEC on March 31, 2023 and in its other
subsequent filings with the SEC, including its subsequent Quarterly
Reports on Form 10-Q. Because forward-looking statements are
inherently subject to risks and uncertainties, some of which cannot
be predicted or quantified and some of which are beyond the
Company’s control, investors should not rely on these
forward-looking statements as predictions of future events. The
events and circumstances reflected in the Company’s forward-looking
statements may not be achieved or occur and actual results could
differ materially from those projected in the forward-looking
statements. Except as required by applicable law, the Company does
not plan to publicly update or revise any forward-looking
statements contained herein, whether as a result of any new
information, future events, changed circumstances or
otherwise.
Contact
ir@constellationacquisition.com
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