Additional Proxy Soliciting Materials (definitive) (defa14a)
January 24 2023 - 6:00AM
Edgar (US Regulatory)
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 23, 2023 (January 20, 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) |
+1
914 615 9912
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).
Constellation intends to open and promptly adjourn
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. 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 (800) 662-5200 for shareholders or (203) 658-9400 for bankers and brokers
or email CSTA.info@investor.morrowsodali.com.
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 23, 2023
|
CONSTELLATION ACQUISITION CORP I |
|
|
|
By: |
/s/ Klaus Kleinfeld |
|
Name: |
Klaus Kleinfeld |
|
Title: |
Chief Executive Officer |
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