Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File Number: 001-39945

CONSTELLATION ACQUISITION CORP I

(Exact name of registrant as specified in its charter)

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

200 Park Avenue 32nd Floor New York, NY		10166
(Address of principal executive offices)		(Zip code)

(646) 585-8975
(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former name, former address and formal fiscal year, if changed since last report)

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	CSTAF	OTCQX® Best Market
Redeemable warrants, each one whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50	CSTWF	OTCQB® Venture Market
Units, each consisting of one share of Class A ordinary shares and one-third of one redeemable warrant	CSTUF	OTCQX® Best Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of May 15, 2024, 9,967,684 Class A ordinary shares, par value $0.0001 per share, and 150,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding.

CONSTELLATION ACQUISITION CORP I
Form 10-Q

For the Quarter Ended March 31, 2024

Table of Contents

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	1
	Condensed Balance Sheets as of March 31, 2024 (Unaudited) and December 31, 2023.	1
	Unaudited Condensed Statements of Operations for the three months ended March 31, 2024 and 2023.	2
	Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three months ended March 31, 2024 and 2023.	3
	Unaudited Condensed Statements of Cash Flows for the three months ended March 31, 2024 and 2023.	4
	Notes to Unaudited Condensed Financial Statements.	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	23
Item 4.	Controls and Procedures.	23
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	24
Item 1A.	Risk Factors.	24
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	24
Item 3.	Defaults upon Senior Securities.	24
Item 4.	Mine Safety Disclosures.	24
Item 5.	Other Information.	24
Item 6.	Exhibits.	25
Signature		26

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

CONSTELLATION ACQUISITION CORP I
CONDENSED BALANCE SHEETS

	March 31, 2024			December 31, 2023
	(Unaudited)
Assets:
Current Assets:
Cash	$	3,858		$	3,541
Prepaid expenses		126,852			33,411
Total current assets		130,710			36,952
Cash and investments held in Trust Account		26,740,054			49,857,596
Total Assets	$	26,870,764		$	49,894,548

Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit
Current liabilities:
Accounts payable and accrued expenses	$	3,577,757		$	3,080,658
Due to related party		150,000			120,000
Promissory notes – related party		697,208			227,208
Convertible promissory note - related party		3,181,000			3,131,000
Total current liabilities		7,605,965			6,558,866
Deferred underwriting fee		10,850,000			10,850,000
Warrant liability		394,999			300,199
Total Liabilities		18,850,964			17,709,065

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 2,367,684 and 4,493,843 shares at redemption value at approximately $11.29 and $11.09 per share as of March 31, 2024 and December 31, 2023, respectively		26,740,054			49,857,596

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 7,600,000 and no shares issued and outstanding (excluding 2,367,684 and 4,493,843 shares subject to possible redemption) as of March 31, 2024 and December 31, 2023, respectively		760			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 150,000 and 7,750,000 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		15			775
Additional paid-in capital		—			—
Accumulated deficit		(18,721,029	)		(17,672,888	)
Total Shareholders’ Deficit		(18,720,254	)		(17,672,113	)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	$	26,870,764		$	49,894,548

The accompanying notes are an integral part of these unaudited condensed financial statements.

CONSTELLATION ACQUISITION CORP I
CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended March 31,
	2024			2023
General and administrative costs	$	788,341		$	1,315,104
Loss from Operations		(788,341	)		(1,315,104	)

Other income (expense):
Interest earned on investments held in Trust Account		388,991			1,369,906
Change in fair value of warrant liability		(94,800	)		(1,014,360	)
Total other income (expense), net		294,191			355,546

Net loss	$	(494,150	)	$	(959,558	)

Weighted average shares outstanding, redeemable Class A ordinary shares		3,021,887			12,151,177
Basic and diluted net loss per share, redeemable Class A ordinary shares	$	(0.05	)	$	(0.05	)
Weighted average shares outstanding, non-redeemable Class A and B ordinary shares		7,750,000			7,750,000
Basic and diluted net loss per share, non-redeemable Class A and B ordinary shares	$	(0.05	)	$	(0.05	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

CONSTELLATION ACQUISITION CORP I
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

(UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2024

	Non-Redeemable Class A Ordinary Shares				Class B Ordinary shares						Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance as of January 1, 2024 (audited)		—	$	—		7,750,000		$	775		$	—	$	(17,672,888	)	$	(17,672,113	)
Accretion of Class A ordinary shares subject to redemption		—		—		—			—			—		(553,991	)		(553,991	)
Conversion of Class B ordinary shares to Class A ordinary shares		7,600,000		760		(7,600,000	)		(760	)		—		—			—
Net loss		—		—		—			—			—		(494,150	)		(494,150	)
Balance as of March 31, 2024 (unaudited)		7,600,000	$	760		150,000		$	15		$	—	$	(18,721,029	)	$	(18,720,254	)

FOR THE THREE MONTHS ENDED MARCH 31, 2023

	Non-Redeemable Class A Ordinary Shares				Class B Ordinary shares				Additional Paid-In		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2023 (audited)		—	$	—		7,750,000	$	775	$	—	$	(12,486,354	)	$	(12,485,579	)
Accretion of Class A ordinary shares subject to redemption		—		—		—		—		—		(1,819,906	)		(1,819,906	)
Net loss		—		—		—		—		—		(959,558	)		(959,558	)
Balance as of March 31, 2023 (unaudited)		—	$	—		7,750,000	$	775	$	—	$	(15,265,818	)	$	(15,265,043	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

CONSTELLATION ACQUISITION CORP I
CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	For the Three Months Ended March 31,
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(494,150	)	$	(959,558	)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account		(388,991	)		(1,369,906	)
Change in fair value of warrant liability		94,800			1,014,360
Changes in operating assets and liabilities:
Prepaid expenses		(93,441	)		(371,911	)
Accounts payable and accrued expenses		497,099			776,708
Due to related party		30,000			30,000
Net cash used in operating activities		(354,683	)		(880,307	)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(165,000	)		(450,000	)
Cash withdrawn from Trust Account in connection with redemption		23,671,533			269,485,746
Net cash provided by investing activities		23,506,533			269,035,746

Cash Flows from Financing Activities:
Payments on promissory note to related party		—			(31,572	)
Proceeds from promissory note to related party		470,000			—
Proceeds from convertible promissory note to related party		50,000			1,330,000
Redemption of Class A ordinary shares		(23,671,533	)		(269,485,746	)
Net cash used in financing activities		(23,151,533	)		(268,187,318	)

Net change in cash		317			(31,879	)
Cash, beginning of the period		3,541			37,743
Cash, end of the period	$	3,858		$	5,864

The accompanying notes are an integral part of these unaudited condensed financial statements.

CONSTELLATION ACQUISITION CORP I
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 2024

Note 1 — Organization and Business Operations

Constellation Acquisition Corp I (the “Company”) is a newly organized blank check company incorporated in the Cayman Islands on November 20, 2020. The Company was formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business Combination”).

As of March 31, 2024, the Company had not commenced any operations. All activity through March 31, 2024 relates to the Company’s formation and the initial public offering (the “IPO”) which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the IPO.

The registration statement for the Company’s IPO was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on January 26, 2021 (the “Effective Date”). On January 29, 2021, the Company consummated the IPO of 31,000,000 units (the “Units” and, with respect to the Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares”), included in the Units sold, the “Public Shares”), including 1,000,000 Units issued pursuant to the partial exercise of the underwriters’ over-allotment option, at $10.00 per Unit, generating gross proceeds of $310,000,000, which is discussed in Note 3. Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant to purchase one Class A ordinary share at a price of $11.50 per whole share.

Simultaneously with the closing of the IPO, the Company consummated the sale of 5,466,667 private placement warrants (the “Private Placement Warrants”), at a price of $1.50 per Private Placement Warrant, in a private placement to certain affiliates of the Company’s sponsor at the time, Constellation Sponsor GmbH & Co. KG, a German limited partnership (the “Old Sponsor”), generating gross proceeds of $8,200,000, which is discussed in Note 4.

Transaction costs of the IPO amounted to $17,586,741, consisting of $6,200,000 of underwriting fees, $10,850,000 of deferred underwriting fees, and $536,741 of other offering costs.

Following the closing of the IPO on January 29, 2021, $310,000,000 ($10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the Private Placement Warrants was placed in a Company trust account (the “Trust Account”) and invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay the income taxes, if any, the Company’s amended and restated memorandum and articles of association (the “amended and restated memorandum and articles of association”) will provide that the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination, and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations, (b) the redemption of any Public Shares properly tendered in connection with a (A) shareholder vote to amend the amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to provide holders of the Class A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination by the date by which the Company is required to consummate a Business Combination pursuant to the Company’s amended and restated memorandum and articles of association (such period, the “Combination Period”), or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial Business Combination activity, and (c) the redemption of the Public Shares if the Company has not consummated the initial Business Combination within the Combination Period. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period, with respect to such Class A ordinary shares so redeemed.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

The Company will provide its public shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations).

If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten (10) business days, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay the income taxes, if any, divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors (the “Board”), liquidate and dissolve, subject in the case of clauses (ii) and (iii), to the obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

There will be no redemption rights or liquidating distributions with respect to the Private Placement Warrants, which will expire worthless if the Company fails to consummate an initial Business Combination within the Combination Period.

The Sponsor, officers and directors have agreed to waive their redemption rights with respect to their Founder Shares (as defined below) and any Public Shares purchased during or after the IPO in connection with (i) the completion of the initial Business Combination, (ii) a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the Combination Period.

The Company’s Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company’s Sponsor’s only assets are securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

On January 26, 2023, the Old Sponsor underwent a reorganization pursuant to which the limited partners of the Old Sponsor transferred all of their limited partnership interests to Constellation Sponsor LP, a Delaware limited partnership (the “Sponsor”). On January 26, 2023, the Old Sponsor liquidated pursuant to applicable law by the retirement of the general partner of the Old Sponsor (the second to last partner of the Sponsor) and all securities held by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC, including Antarctica Endurance Manager, LLC the current general partner of the Sponsor.

On January 27, 2023, the Company held an extraordinary general meeting of shareholders of the Company (the “Extension Meeting”) to amend the Company’s amended and restated memorandum and articles of association (the “2023 Articles Amendment”) to extend the date by which the Company has to consummate a Business Combination from January 29, 2023 (the “2023 Original Termination Date”) to April 29, 2023 (the “2023 Articles Extension Date”) and to allow the Company, without 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 2023 Articles Extension Date, by resolution of the Company’s Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, or a total of up to twelve (12) months after the 2023 Original Termination Date, unless the closing of the Company’s initial Business Combination shall have occurred prior to such date (the “2023 Extension Amendment Proposal”). Upon each of the nine one-month extensions, the Sponsor or one or more of its affiliates, members or third-party designees may contribute to the Company $150,000 as a loan to be deposited into the Trust Account. The shareholders of the Company approved the 2023 Extension Amendment Proposal at the Extension Meeting and on January 31, 2023, the Company filed the 2023 Articles Amendment with the Registrar of Companies of the Cayman Islands. In connection with the Extension Meeting, on January 30, 2023, the Company issued an unsecured promissory note, in the amount of $3,000,000 to the Sponsor (the “Extension Note”).

In connection with the vote to approve the 2023 Extension Amendment Proposal, the holders of 26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.17 per share, for an aggregate redemption amount of approximately $269,485,746.

On April 28, 2023, May 26, 2023, July 3, 2023, July 28, 2023, August 29, 2023, September 29, 2023, October 26, 2023, November 28, 2023 and December 28, 2023, the Company drew an aggregate of $150,000 on each date, as approved by unanimous director resolution, dated April 24, 2023, pursuant to the Extension Note, which funds the Company deposited into the Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial Business Combination from April 29, 2023 to January 29, 2024. These Extensions are nine one-month extensions permitted under the amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial Business Combination. The Extension Note does not bear interest and matures upon closing of the Company’s initial Business Combination. In the event that the Company does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any.

On December 20, 2023, the Company announced its intention to voluntarily delist its Class A 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 “Public Warrants”) and Units (collectively, 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 Board approved the voluntary delisting on December 20, 2023, and the Company provided notice of the voluntary delisting to NYSE on December 20, 2023. The Company filed a Form 25 with the SEC to effect the delisting of its Securities on January 2, 2024. The delisting became effective on January 12, 2024 when the Form 25 took effect. The last day of trading of its Securities on NYSE was January 12, 2024, and the Securities were suspended pre-market on January 16, 2024. On January 16, 2024, the Company’s Securities began trading on the OTCQX where the Class A ordinary shares and Units began trading on the OTCQX^® Best Market under their new trading symbols “CSTAF” and “CSTUF”, respectively, and the Warrants started trading on the OTCQB^® Venture Market under its new trading symbol “CSTWF”. In connection with the extraordinary general meeting of the shareholders on January 29, 2024 (the “Shareholder Meeting”) the Company adhered to the initial or continued trading requirements of OTCQX.

On January 23, 2024 and January 25, 2024, the Company held extraordinary general meetings and only voted on the Adjournment Proposal (as defined below) to adjourn the Shareholder Meeting to January 25, 2024 and January 29, 2024, respectively. On January 29, 2024, the Company held its Shareholder Meeting (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association (the “2024 Articles Amendment”) to extend the date (the “Termination Date”) by which the Company has to consummate a Business Combination from January 29, 2024 (the “2024 Original Termination Date”) to February 29, 2024 (the “Articles Extension Date”) and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven (11) times by an additional one month each time after the Articles Extension Date, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2025, or a total of up to twelve (12) months after the 2024 Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto (the “2024 Extension Amendment Proposal”); (B) to amend, by way of special resolution, the amended and restated memorandum and articles of association to eliminate the limitation that the Company may not redeem Class A ordinary shares, to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the “Redemption Limitation”) in order to allow the Company to redeem Class A ordinary shares irrespective of whether such redemption would exceed the Redemption Limitation (such proposal the “Redemption Limitation Amendment Proposal”); and (C) if required, an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient ordinary shares (as defined below) in the capital of the Company represented (either in person or by proxy) to approve the 2024 Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, (ii) where the Company would not adhere to the initial or continued trading requirements of OTCQX or (iii) where the Board has determined it is otherwise necessary (the “Adjournment Proposal”).

The shareholders of the Company approved the 2024 Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Shareholder Meeting and on January 30, 2024, the Company filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands, effective January 29, 2024.

In connection with the vote to approve the 2024 Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 2,126,159 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $23,671,533. After the satisfaction of such redemptions and receipt of the initial deposit of $55,000 to the Trust Account, the balance in the Trust Account is approximately $26,415,545.

On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 Class B ordinary shares, par value $0.0001 per share (the “Class B ordinary shares” and together with the Class A ordinary shares, the “ordinary shares”) into Class A ordinary shares on a one-for-one basis (the “Class B Conversion”). The Sponsor waived any right to receive funds from the Trust Account with respect to the Class A ordinary shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B ordinary shares under the terms of that certain letter agreement, dated as of January 26, 2021 (the “Letter Agreement”), by and among the Company and its initial shareholders, directors and officers (as further amended by and among, the Company, its directors and officers, the Sponsor and other parties thereto, on January 30, 2023). As of January 30, 2024, there are 9,967,684 Class A ordinary shares outstanding which is composed of 7,600,000 non-redeemable Class A ordinary shares and 2,367,684 redeemable Class A ordinary shares.

In connection with the Shareholder Meeting, the Sponsor agreed that the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) shall make a deposit into the Trust Account established in connection with the Company’s Initial Public Offering of $55,000, in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. In addition, in the event that the Company has not consummated an initial Business Combination by February 29, 2024, without approval of the Company’s public shareholders, the Company may, by resolution of the Company’s Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, extend the Termination Date up to eleven (11) times, each by one additional month (for a total of up to eleven (11) additional months to complete a Business Combination), provided that the Lender will deposit $55,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to $605,000 (if all eleven (11) additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender.

On February 29, 2024, the Company drew an aggregate of $55,000 (the “Extension Funds”), as approved by unanimous director resolution, dated February 27, 2024, pursuant to the Extension Note, which Extension Funds the Company deposited into the Trust Account for its public shareholders. The deposit enables the Company to extend the date by which it must complete its initial Business Combination from February 29, 2024 to March 29, 2024 (the “First 2024 Extension”). The First Extension is the first of the eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial Business Combination. The note does not bear interest and matures upon closing of the Company’s initial Business Combination. In the event that the Company does not consummate a Business Combination, the note will be repaid only from amounts remaining outside of the Trust Account, if any.

On March 28, 2024, the Company drew additional Extension Funds, as approved by unanimous extension committee resolution, dated March 28, 2024, pursuant to the Extension Note, which Extension Funds the Company deposited into the Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from March 29, 2024 to April 29, 2024 (the “Second 2024 Extension”). The Second 2024 Extension is the second of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business combination. The note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the Trust Account, if any.

On April 29, 2024, the Company drew additional Extension Funds, as approved by unanimous extension committee resolution, dated April 29, 2024, pursuant to the Extension Note, which Extension Funds the Company deposited into the Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial business combination from April 29, 2024 to May 29, 2024 (the “Third 2024 Extension”). The Third 2024 Extension is the third of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial business combination. The note does not bear interest and matures upon closing of the Company’s initial business combination. In the event that the Company does not consummate a business combination, the note will be repaid only from amounts remaining outside of the Trust Account, if any.

Risks and Uncertainties

Management continues to evaluate the impact of the COVID-19 pandemic on the industry including resurgences and the emergence of new variants and has concluded that while it is reasonably possible that it could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management acknowledges that the Company depends on a variety of U.S. and multi-national financial institutions for banking services. Market conditions can impact the viability of these institutions, which in effect will affect the Company’s ability to maintain and provide assurances that the Company can access its cash and cash equivalents in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect the Company’s liquidity, business and financial condition.

In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

In October 2023, the Israel-Hamas war commenced. As a result of the war, instability in the Middle East and various other regions of the world may occur and effect the world economy. Various nations, including the United States, as a reaction to the Israel-Hamas war have begun taking actions that may further affect the world economy. Such effects on the world economy are not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations and cash flows is also not determinable as of the date of these unaudited condensed financial statements.

Liquidity and Going Concern Consideration

As of March 31, 2024, the Company had $3,858 in its operating bank account and a working capital deficit of $7,475,255, net of the convertible promissory note – related party. Convertible promissory note - related party amounting to $3,181,000 is not expected to be settled out of the current assets.

The Company is within 12 months of its mandatory liquidation as of the time of filing this Quarterly Report on Form 10-Q. In connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Update 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or the Termination Date.

These unaudited condensed financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

As such, management plans to consummate a Business Combination prior to the mandatory liquidation date. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an initial Business Combination. Moreover, the Company may need to obtain additional financing either to complete an initial Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of an initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such initial Business Combination.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. The interim results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future period.

The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Annual Report on Form 10-K filed by the Company with the SEC on March 29, 2024 (the “Annual Report”).

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s unaudited condensed financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of unaudited condensed financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Accordingly, actual results could differ from those estimates.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability and convertible promissory notes. Such estimates may be subject to change as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

Cash

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of March 31, 2024 and December 31, 2023.

Cash and Investments Held in Trust Account

At March 31, 2024 and December 31, 2023, the assets held in the Trust Account were held in a bank deposit account. During the three months ended March 31, 2024, the Company withdrew $23,671,533 from the Trust Account in connection with the redemption.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts and a Trust Account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition.

Warrant Liabilities

The Company evaluated the Public Warrants and Private Placement Warrants (collectively, “Warrants”, which are discussed in Notes 3, 4, and 8) in accordance with Accounting Standards Codification (“ASC”) 815-40, “Derivatives and Hedging — Contracts in Entity’s Own Equity” (“ASC 815-40”), and concluded that a provision in the Warrant Agreement related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the condensed balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820, “Fair Value Measurement” (“ASC 820”), with changes in fair value recognized in the condensed statements of operations in the period of change.

Convertible Promissory Note

The Company analyzed the convertible promissory notes to assess if the fair value option was appropriate, due to the substantial premium which results in an offsetting entry to additional paid in capital and under the related party guidance which precludes the fair value option, it was determined the fair value option was not appropriate. As such, the Company accounted for the convertible promissory notes, analyzing the conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as freestanding derivative financial instruments.

Offering Costs Associated with the Initial Public Offering

The Company complies with the requirements of the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented as non-operating expenses in the condensed statements of operations. Transaction costs amounted to $17,586,741, of which $1,143,138 was allocated to expense associated with the warrant liability. Offering costs associated with the Class A ordinary shares were charged to temporary equity upon the completion of the IPO.

Class A Ordinary Shares Subject to Possible Redemption

All of the 31,000,000 Class A ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s amended and restated memorandum and articles of association. In accordance with the SEC and its staff’s guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Accordingly, at March 31, 2024 and December 31, 2023, 2,367,684 and 4,493,843 Class A ordinary shares subject to possible redemption were presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed balance sheets, respectively.

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of the Class A ordinary shares subject to possible redemption are affected by charges against additional paid-in capital and accumulated deficit.

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets as of March 31, 2024 and December 31, 2023 are reconciled in the following table:

Class A ordinary shares subject to possible redemption as of December 31, 2022	$	314,517,268
Less:
Redemptions		(269,485,746	)
Plus:
Accretion of carrying value to redemption value		4,826,074
Class A ordinary shares subject to possible redemption as of December 31, 2023		49,857,596
Plus:
Accretion of carrying value to redemption value		553,991
Less:
Redemptions		(23,671,533	)
Class A ordinary shares subject to possible redemption as of March 31, 2024	$	26,740,054

Income Taxes

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of March 31, 2024 and December 31, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has been subject to income tax examinations by major taxing authorities since inception.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve (12) months.

Net Loss per Ordinary Share

The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board ASC Topic 260, “Earnings Per Share”. Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture. The Company has not considered the effect of the warrants sold in the IPO and the Private Placement to purchase an aggregate of 15,800,000 Class A ordinary shares in the calculation of diluted net loss per ordinary share, since the exercise of the Warrants are contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

Basic and diluted net loss per ordinary share for Class A ordinary shares and Class B ordinary shares is calculated by dividing net income attributable to the Company by the weighted average number of Class A ordinary shares and Class B ordinary shares outstanding, allocated proportionally to each class of ordinary shares. This presentation assumes a Business Combination as the most likely outcome. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the redemption value approximates fair value.

Reconciliation of Net Loss per Ordinary Share

The Company’s condensed statements of operations include a presentation of net loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of net loss per share. Accordingly, basic and diluted net loss per Class A ordinary shares and Class B ordinary shares is calculated as follows:

	For the Three Months Ended March 31,
	2024			2023
Class A Ordinary Shares
Allocation of net loss to Class A ordinary shares subject to possible redemption	$	(138,626	)	$	(585,883	)
Weighted Average Class A ordinary shares subject to possible redemption		3,021,887			12,151,177
Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)

Class B Ordinary Shares
Allocation of net loss to Class B ordinary shares	$	(355,524	)	$	(373,675	)
Weighted Average Class B ordinary shares		7,750,000			7,750,000
Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)

Fair Value of Financial Instruments

The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

	Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

	Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

	Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820 (other than warrant liability), approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due to their short-term nature.

See Note 8 for additional information on assets and liabilities measured at fair value on a recurring basis.

Recent Accounting Pronouncements

The Company’s management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements.

Note 3 — Initial Public Offering

Public Units

On January 29, 2021, the Company sold 31,000,000 Units, at a purchase price of $10.00 per Unit, including 1,000,000 Units issued pursuant to the partial exercise of the underwriters’ over-allotment option. Each Unit consists of one Class A ordinary share, and one-third of one redeemable warrant to purchase one Class A ordinary share.

Public Warrants

Each whole warrant will entitle the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Each warrant will become exercisable on the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus relating thereto is current, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will not be obligated to issue a Class A ordinary share upon exercise of a warrant, unless the Class A ordinary share issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary share underlying such unit.

In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or reissuance of such shares (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest, available for the funding of the initial Business Combination, and (z) the volume-weighted average trading price of the Class A ordinary shares during the ten (10) trading day period starting on the trading day after the day on which the Company consummates the initial Business Combination is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the market value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices adjacent to “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00.” and “Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $18.00.” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the market value and the Newly Issued Price, respectively.

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to Class A ordinary shares underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary shares underlying such unit.

Redemptions of warrants for cash when the price per Class A Ordinary Share equals or exceeds $18.00.

Once the warrants become exercisable, the Company may call the warrants for redemption (except as described herein with respect to the Private Placement Warrants):

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”).

Redemptions of warrants for cash when the price per Class A Ordinary Share equals or exceeds $10.00.

Once the warrants become exercisable, the Company may call the warrants for redemption (except as described herein with respect to the Private Placement Warrants):

	●	in whole and not in part;

	●	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table in the registration statement, based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below) except as otherwise described below; provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share;

	●	if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and

	●	if the Reference Value is less than $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.

The “fair market value” of the Class A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the ten (10) trading days immediately following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in other blank check offerings. The Company will provide the warrant holders with the final fair market value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

Note 4 — Private Placement

Simultaneously with the closing of the IPO, the Sponsor purchased an aggregate of 5,466,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant, for an aggregate purchase price of $8,200,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from the IPO held in the Trust Account.

Each of the Private Placement Warrants are identical to the warrants sold as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company; (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the initial Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

Note 5 — Related Party Transactions

Founder Shares

On November 23, 2020, an executive officer of the Company purchased 8,625,000 shares of the Company’s Class B ordinary shares for $25,000, or approximately $0.003 per share, in connection with formation (the “Founder Shares”). On December 23, 2020, such 8,625,000 shares of the Company’s Class B ordinary shares were transferred to the Sponsor for $25,000. The Founder Shares included an aggregate of up to 1,125,000 shares subject to forfeiture if the over-allotment option was not exercised by the underwriters in full. On January 29, 2021, the underwriters partially exercised their over-allotment option, hence, 250,000 Founder Shares were no longer subject to forfeiture, and on March 1, 2021, the remaining 875,000 Founder Shares were forfeited by the Sponsor.

The Sponsor, officers and directors have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the date of the consummation of the initial Business Combination or (ii) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Promissory Note — Related Party

In November 2020, the Company issued an unsecured promissory note to an executive officer of the Company. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the IPO. On December 31, 2020, the amount borrowed under the note was $1,300. During the period from January 1, 2021 to January 28, 2021, an additional $88,540 was borrowed under the promissory note, and on January 29, 2021, the balance of $89,840 repaid in full from the proceeds of the IPO, and is no longer available to be drawn upon.

On February 23, 2021, the Company issued an unsecured promissory note (the “2021 Note”) in the amount of up to $699,999 to certain affiliates of the Old Sponsor. The proceeds of the 2021 Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used for general working capital purposes.

The 2021 Note bears no interest and is payable in full upon the earlier to occur of (i) the Termination Date or (ii) the consummation of the Company’s Business Combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the 2021 Note may be accelerated. The affiliates of the Sponsor had the option to convert any unpaid balance of the 2021 Note into Private Placement Warrants (the “Conversion Warrants”), each warrant exercisable for one ordinary share of the Company at an exercise price of $1.50 per share. The terms of the Conversion Warrants would be identical to the warrants issued by the Company to affiliates of the Sponsor in a private placement that was consummated in connection with the Company’s IPO. The affiliates of the Sponsor shall be entitled to certain registration rights relating to the Conversion Warrants. On May 3, 2021, the 2021 Note was amended to remove the option to convert any unpaid balance of the 2021 Note into Private Placement Warrants. As of March 31, 2024 and December 31, 2023, there were no amounts outstanding under the 2021 Note.

During the year ended December 31, 2022, the Company issued a number of unsecured promissory notes (the “2022 Notes”) totaling $258,780 to certain executive officers and affiliates of the Company. The proceeds of the 2022 Notes will be used as general working capital purposes. The 2022 Notes bear no interest and is payable in full upon the earlier to occur of (i) the Termination Date or (ii) the consummation of the Company’s Business Combination. Failure to pay the principals within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the 2022 Notes may be accelerated. As of March 31, 2024 and December 31, 2023, $227,208 were outstanding under the 2022 Notes.

On January 30, 2024, the Company issued an unsecured promissory note in the principal amount of $1,660,000 (the “2024 Note”) to the Sponsor. The 2024 Note does not bear interest and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the 2024 Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. As of March 31, 2024, $470,000 was outstanding under the 2024 Note.

As of March 31, 2024 and December 31, 2023, $697,208 and $227,208 were outstanding under the promissory notes to the Sponsor, respectively. Subsequent to March 31, 2024, the Company has borrowed $55,000 and $65,000 for the extension of the Company and for operating expenses, respectively.

Administrative Support Agreement

As of January 26, 2021 the Company had agreed, commencing on the date that the securities of the Company are first listed on NYSE, to pay the Sponsor up to $10,000 per month for office space, utilities and secretarial and administrative support, and other obligations of the Sponsor. Upon completion of the initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For each of the three months ended March 31, 2024 and 2023, the Company recorded $30,000 administrative service fees. $150,000 and $120,000 are reported as due to related party in the accompanying condensed balance sheets as of March 31, 2024 and December 31, 2023, respectively.

Working Capital Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsor or any of its affiliates or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post-Business Combination company at a price of $1.50 per warrant at the option of the lender.

On January 18, 2023, the Company issued an unsecured promissory note (the “2023 Note”) in the amount of $230,000 to the Sponsor. The proceeds of the 2023 Note will be used for general working capital purposes. The 2023 Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination or (ii) the date that the winding up of the Company is effective. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the 2023 Note may be accelerated. At the election of the Sponsor, all or a portion of the unpaid principal amount of the 2023 Note may be converted into warrants of the Company, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company. The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s IPO. As of March 31, 2024 and December 31, 2023, $227,208 is outstanding under this 2023 Note.

As disclosed in the definitive proxy statement filed by the Company with the SEC on December 30, 2022 relating to the Extension Meeting, the Sponsor agreed that if the 2023 Extension Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees will contribute to the Company as a loan, within ten (10) business days of the date of the Extension Meeting, $450,000, to be deposited into the Trust Account. In addition, in the event the Company does not consummate an initial Business Combination by the Articles Extension Date, the Lender may contribute to the Company $150,000 as a loan to be deposited into the Trust Account for each of nine one-month extensions following the Articles Extension Date.

Accordingly, on January 30, 2023, the Company issued the Extension Note to the Sponsor. The Sponsor funded the initial principal amount of $450,000 on January 30, 2023. The Extension Note does not bear interest and matures upon closing of the Company’s initial Business Combination. In the event that the Company does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Extension Note will be deposited in the Trust Account. At the election of the payee, $1,270,000 of the total principal amount of the Extension Note may be converted, in whole or in part, at the option of the Lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the IPO of the Company. As of March 31, 2024 and December 31, 2023, $2,951,000 and $2,901,000 are outstanding under this Extension Note, respectively.

The notes were accounted for using the bifurcation method, and it was determined that the conversion feature was de minimis and was recorded at par value. As of March 31, 2024 and December 31, 2023, there were $3,181,000 and $3,131,000 of borrowings under the Working Capital Loans, respectively.

Note 6 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement to be signed prior to or on the Effective Date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. In addition, if the Sponsor affiliates acquire shares in the IPO, they would become affiliates (as defined in the Securities Act) of the Company following the IPO, and the Company would file a registration statement following the IPO to register the resale of the Public Shares purchased by the Sponsor affiliates (or their nominees) in the IPO. The Sponsor affiliates will not be subject to any lock-up period with respect to any Public Shares they may purchase. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters had a 45-day option from the date of the IPO to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions to cover over-allotments, if any. On January 29, 2021, the underwriters partially exercised the over-allotment option to purchase 1,000,000 Units, and was paid an underwriting discount in aggregate of $6,200,000. As of March 15, 2021, the remaining over-allotment option expired.

Additionally, the underwriters will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $10,850,000, upon the completion of the Company’s initial Business Combination subject to the terms of the underwriting agreement.

Investment Agreement

On January 26, 2023, the Company, entered into an Investment Agreement (the “Investment Agreement”) with the Old Sponsor, and Endurance Constellation, LLC, a Delaware limited liability company (the “Investor”), pursuant to which the Investor agreed to contribute to the Old Sponsor an aggregate amount in cash equal up to $3,000,000, which amount will be loaned to the Company in accordance with the Extension Note, in consideration for which, the Sponsor shall issue to the Investor interests in certain equity securities.

In connection with the closing of the transactions contemplated by the Investment Agreement, on January 26, 2023, the Old Sponsor underwent a reorganization pursuant to which the limited partners of the Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, the Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of the Old Sponsor (the second to last partner of the Old Sponsor) and all securities held by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC, including Antarctica Endurance Manager, LLC the general partner of the Sponsor.

The Investment Agreement contains customary representations and warranties of the parties, including, among others, with respect to corporate organization, corporate authority, and compliance with applicable laws. The representations and warranties of each party set forth in the Investment Agreement were made solely for the benefit of the other parties to the Agreement, and shareholders of the Company are not third-party beneficiaries of the Investment Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Investment Agreement, which may differ from what may be viewed as material by shareholders of the Company, (b) were made only as of the date of the Investment Agreement or such other date as is specified in the Investment Agreement and (c) may have been included in the Investment Agreement for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Investment Agreement is included with this filing only to provide shareholders of the Company with information regarding the terms of the Investment Agreement, and not to provide shareholders of the Company with any other factual information regarding any of the parties or their respective businesses.

Letter Agreement

On January 30, 2023, the Company, the Old Sponsor, certain officers and directors of the Company, and other parties thereto (the “Insiders,” and together with the Old Sponsor, the “Letter Agreement Parties”) entered into an amendment to the Letter Agreement to allow the Old Sponsor to transfer its holdings in the Company, directly or indirectly, to affiliate(s) of Antarctica Capital Partners, LLC prior to the expiration of the applicable lock-up. In connection with the resignation of certain Insiders, the Letter Agreement Parties agreed that all Insiders that have resigned from their positions as officers and/or directors of the Company and that no longer hold Class B ordinary shares shall no longer be parties to the Letter Agreement.

Note 7 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue a total of 1,000,000 preference shares at par value of $0.0001 each (the “Preference Shares”). On March 31, 2024 and December 31, 2023, there were no Preference Shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue a total of 200,000,000 Class A ordinary shares. On March 31, 2024 and December 31, 2023, there were 7,600,000 and no shares issued and outstanding, excluding 2,367,684 and 4,493,843 shares subject to possible redemption, respectively.

Class B Ordinary Shares — The Company is authorized to issue a total of 20,000,000 Class B ordinary shares. On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 Class B ordinary shares into Class A Ordinary Shares on a one-for-one basis. On March 31, 2024 and December 31, 2023, there were 150,000 and 7,750,000 shares issued and outstanding, respectively.

The Founder Shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the sum of the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers and directors or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, with each share of ordinary shares entitling the holder to one vote.

Note 8 — Fair Value Measurements

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2024 and December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Description	Level		March 31, 2024		Level		December 31, 2023
Liabilities
Public Warrant Liability		2	$	258,332		2	$	196,332
Private Placement Warrant Liability		2	$	136,667		2	$	103,867

The Warrants are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liability on the condensed balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability in the condensed statements of operations.

The Company established the initial fair value for the Public Warrants on January 29, 2021, the date of the Company’s IPO, using a Monte Carlo simulation model, and for the Private Placement Warrants on January 29, 2021, using a Black-Scholes model. As of March 31, 2024 and December 31, 2023, the fair value the Private Placement Warrants was valued utilizing the quoted market price of the Public Warrants, and the fair value of the Public Warrants by reference to the quoted market price of the Public Warrants. The Public Warrants and Private Placement Warrants were classified as Level 3 at the initial measurement date. There were no Public Warrants transferred from a Level 1 measurement to a Level 2 fair value measurement during the three months ended March 31, 2024.

Note 9 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the condensed financial statements were issued. Based on this review, other than as described below, the Company determined no events have occurred that would require adjustments to the disclosures in the condensed financial statements.

On April 29, 2024, the Company drew an aggregate of $55,000, as approved by unanimous resolution of the extension committee of the Company’s Board, dated April 29, 2024, pursuant to the unsecured promissory note, dated January 30, 2024 between the Company and Constellation Sponsor LP, which Extension Funds the Company deposited into the Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete its initial Business Combination from April 29, 2024 to May 29, 2024 (the “Extension”). The Extension is the third of eleven one-month extensions permitted under the Company’s amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial Business Combination. The 2024 Note does not bear interest and matures upon closing of the Company’s initial Business Combination. In the event that the Company does not consummate a Business Combination, the 2024 Note will be repaid only from amounts remaining outside of the Trust Account, if any.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Constellation Acquisition Corp I,” “our,” “us” or “we” refer to Constellation Acquisition Corp I. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q (the “Quarterly Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

Overview

We are a blank check company incorporated in Cayman Islands on November 20, 2020. We were formed for the purpose of effecting a Business Combination.

Our sponsor is Constellation Sponsor LP, a Delaware limited partnership. The registration statement for the Initial Public Offering was declared effective on January 26, 2021. On January 29, 2021, we consummated the Initial Public Offering of 31,000,000 Units, at $10.00 per Unit, generating gross proceeds of $310.0 million, and incurring offering costs of $17,586,741 million, inclusive of $10,850,000 million in deferred underwriting commissions. On January 26, 2023, our Old Sponsor underwent a reorganization pursuant to which the limited partners of our Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, our Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of our Old Sponsor (the second to last partner of our Sponsor) and all securities held by our Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC, including Antarctica Endurance Manager, LLC the general partner of the Sponsor.

Simultaneously with the closing of the Initial Public Offering, we consummated the private placement of 5,466,667 Private Placement Warrants, at a price of $1.50 per Private Placement Warrant to our Old Sponsor, which are now held by our Sponsor, generating gross proceeds to us of $8.2 million.

Since the closing of the Initial Public Offering and the Private Placement, $310.00 million ($10.00 per unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in the Trust Account and was invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. On January 27, 2023, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

We will only have until the Termination Date to complete an initial Business Combination. If we do not complete a Business Combination by the Termination Date, we will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest not previously released to us to fund our working capital requirements (less taxes payable) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of our net assets to our remaining shareholders, as part of our plan of dissolution and liquidation. Our Sponsor and initial shareholders entered into the Letter Agreement with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares; however, if the initial shareholders or any of our officers, directors or affiliates acquire ordinary shares in or after the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon our redemption or liquidation in the event we do not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be less than the Initial Public Offering price per unit in the Initial Public Offering.

On January 27, 2023, we held an extraordinary general meeting of shareholders to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a Business Combination from January 29, 2023 to April 29, 2023 and to allow the Company, without another shareholder vote, to elect to extend the 2023 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 2023 Articles Extension Date, by resolution of the Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months after the 2023 Termination Date, unless the closing of the Company’s Business Combination shall have occurred prior to such date. The shareholders of the Company approved the 2023 Extension Amendment Proposal at the Extension Meeting and on January 31, 2023, the Company filed the 2023 Articles Amendment with the Registrar of Companies of the Cayman Islands.

In connection with the vote at the Extension Meeting, the holders of 26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $46,138,503. On February 13, 2023, a total of $46,600,678.12 (the remaining trust balance), was placed in a U.S.-based trust account at Citibank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

In connection with the closing of the transactions contemplated by the Investment Agreement, on January 26, 2023, the Old Sponsor underwent a reorganization pursuant to which the limited partners of the Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, the Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of the Old Sponsor (the second to last partner of the Sponsor) and all securities held by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC.

On December 20, 2023, the Board approved the voluntary delisting of its Class A ordinary shares, Warrants and Units from the NYSE, and on January 16, 2024, the Company began trading its Class A ordinary shares and Units on OTCQX® Best Market under the symbols “CSTAF” and “CSTUF,” respectively, and its Public Warrants on the OTCQB® Venture Market under the symbol “CSTWF.”

On January 29, 2024, the Company held the Shareholder Meeting (A) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to extend the Termination Date by which the Company has to consummate a Business Combination from January 29, 2024 to February 29, 2024 and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the 2024 Articles Extension Date, by resolution of the directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2025, or a total of up to twelve months after the 2024 Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto; and (B) to amend, by way of special resolution, the Company’s amended and restated memorandum and articles of association to eliminate from the amended and restated memorandum and articles of association the limitation that the Company may not redeem Class A ordinary shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. The shareholders of the Company approved the 2024 Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Shareholder Meeting and on January 30, 2024, the Company filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands.

In connection with that vote to approve the 2024 Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 2,126,159 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $23,671,533. After the satisfaction of such redemptions and receipt of the initial deposit of $55,000 to the Trust account, the balance in our Trust Account was approximately $26,415,545.

On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 Class B ordinary shares into Public Shares on a one-for-one basis. The Sponsor waived any right to receive funds from the Trust Account with respect to the Public Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B ordinary shares under the terms of the letter agreement.

On February 29, 2024, March 28, 2024 and April 29, 2024, the Company drew an aggregate of $55,000 on each date, as approved by unanimous director resolution, dated February 27, 2024, and by resolution of the extension committee of the Company’s Board, dated March 28, 2024 and April 29, 2024, pursuant to the Extension Note, which Extension Funds the Company deposited into the Trust Account for its public shareholders. The deposits enables the Company to extend the date by which it must complete its initial Business Combination from February 29, 2024 to May 29, 2024. The First 2024 Extension, Second 2024 Extension and Third 2024 Extension are three of the eleven one-month extensions permitted under the amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial Business Combination. Accordingly, on January 30, 2024 the Company issued the 2024 Note (as defined below), which does not bear interest and matures upon closing of the Company’s initial Business Combination. In the event that the Company does not consummate a Business Combination, the 2024 Note will be repaid only from amounts remaining outside of the Trust Account, if any.

Liquidity and Going Concern Consideration

As of March 31, 2024, the Company had $3,858 in its operating bank account, and a working capital deficit of $7,475,255, net of the convertible promissory note – related party. Convertible promissory note - related party amounting to $3,181,000 is not expected to be settled out of the current assets.

Our liquidity needs to date have been satisfied through loans from the Sponsor to cover for certain operating expenses. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide the Company working capital loans.

As of March 31, 2024, there was approximately $3,378,208 of borrowings outstanding and $150,000 of related admin fees owed to the Sponsor under the following promissory notes:

●

During the year ended December 31, 2022, the Company issued a number of unsecured promissory notes totaling $258,780 to certain executive officers and affiliates of the Company. The proceeds of the 2022 Notes was used for general working capital purposes. The 2022 Notes bear no interest and is payable in full upon the earlier to occur of (i) the Termination Date or (ii) the consummation of the Company’s Business Combination. Failure to pay the principals within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the 2022 Notes may be accelerated. As of March 31, 2024 and December 31, 2023, $227,208 is outstanding under the 2022 Notes.

●

On January 18, 2023, the Company issued an unsecured promissory note in the amount of $230,000 to the Sponsor. The proceeds of the 2023 Note was used for general working capital purposes. The 2023 Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company’s Business Combination or (ii) the date that the winding up of the Company is effective. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the 2023 Note may be accelerated. At the election of the Sponsor, all or a portion of the unpaid principal amount of the 2023 Note may be converted into warrants of the Company, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary share of the Company. The Warrants shall be identical to the Private Placement Warrants issued to the Sponsor at the time of the Company’s IPO. As of March 31, 2024 and December 31, 2023, $230,000 is outstanding under this 2023 Note.

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On January 30, 2023, the Company issued an unsecured promissory note, in the amount of $3,000,000 to the Sponsor. The Sponsor funded the initial principal amount of $450,000 on January 30, 2023. The Extension Note does not bear interest and matures upon closing of the Company’s Business Combination. In the event that the Company does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Extension Note was deposited in the Trust Account. At the election of the payee, $1,270,000 of the total principal amount of the Extension Note may be converted, in whole or in part, at the option of the lender into warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the Private Placement Warrants issued to the Sponsor at the time of the IPO of the Company. As of March 31, 2024 and December 31, 2023, $2,951,000 and $2,901,000 is outstanding under this Extension Note.

●

On January 30, 2024, the Company issued the 2024 Note in the amount of $1,660,000 to the Sponsor. The 2024 Note does not bear interest and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the 2024 Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. As of March 31, 2024, $470,00 is outstanding under the 2024 Note.

On January 30, 2024, the Company issued an unsecured promissory noted in the principal amount of $1,660,000 to the Sponsor. The 2024 Note does not bear interest and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the 2024 Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.

We cannot provide any assurance that new financing along the lines detailed above will be available to us on commercially acceptable terms, if at all. Further, we have until the Termination Date to consummate a Business Combination, but we cannot provide assurance that we will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” the liquidity condition and mandatory liquidation raise substantial doubt about the Company’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or January 29, 2025, the date the Company is required to liquidate. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

We intend to complete our Business Combination before the mandatory liquidation date; however, there can be no assurance that we will be able to consummate any Business Combination by the Termination Date. If the Company’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

Results of Operations

Our entire activity from inception through March 31, 2024 related to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for a prospective Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our Business Combination. We generate non-operating income in the form of interest income and dividends on cash and investments held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended March 31, 2024, we had a net loss of approximately $0.5 million, which included interest earned on investments held in the Trust Account of $0.4 million, offset by a loss from operations of $0.8 million and a loss from the change in fair value of warrant liabilities of $0.09 million.

For the three months ended March 31, 2023, we had a net loss of approximately $1 million, which included a loss from operations of $1.3 million, a loss from the change in fair value of convertible notes – related party of $0.02 million and a loss from the change in fair value of warrant liabilities of $1.0 million, offset by an interest earned on investments held in Trust Account of $1.3 million.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Registration Rights

The initial shareholders and holders of the Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement. The initial shareholders and holders of the Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by us. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We paid an underwriting discount of 2% of the per Unit offering price, or approximately $6,200,000 in the aggregate at the closing of the Initial Public Offering and agreed to pay deferred underwriting fees of 3.5% of the gross offering proceeds, or approximately $10,850,000 in the aggregate upon the Company’s completion of a Business Combination (the “Deferred Underwriting Fees”). The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

Critical Accounting Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these unaudited condensed financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. One of the more significant accounting estimates included in these unaudited condensed financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, actual results may differ from these estimates under different assumptions or conditions.

Off-Balance Sheet Arrangements

As of March 31, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Inflation

We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

On January 27, 2023, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account. The funds in the Trust Account will be maintained in cash in an interest-bearing demand deposit account at a bank until the earlier of our initial Business Combination or our liquidation. Interest on such deposit account is currently approximately 2.5% - 3.0% per anum, but such deposit account carries a variable rate, and we cannot assure you that such rate will not decrease or increase significantly.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended March 31, 2024, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this Quarterly Report, our disclosure controls and procedures were effective. Accordingly, management believes that the financial statements included in this Quarterly Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

We do not expect that our disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the quarter ended March 31, 2024 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Investing in our ordinary shares involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Quarterly Report as well as those risk factors previously disclosed in our Annual Report filed with the SEC. Any of these factors could result in a material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. We may disclose changes to such risk factors or disclose additional risk factors from time to time in our future filings with the SEC.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description
3.1		Amended and Restated Memorandum and Articles of Association. (1)
10.1		Promissory Note, dated January 30, 2024, between Constellation Acquisition Corp I and Constellation Sponsor LP. (1)
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Filed herewith.

These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

(1)	Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the SEC on February 2, 2024.

SIGNATURE

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

Dated: May 15, 2024	By:	/s/ Jarett Goldman
	Name:	Jarett Goldman
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

Exhibit 31.1

CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chandra R. Patel, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of Constellation Acquisition Corp I;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 15, 2024	By:	/s/ Chandra R. Patel
	Name:	Chandra R. Patel
	Title:	Chief Executive Officer

Exhibit 31.2

CERTIFICATION
PURSUANT TO RULES 13a-14(a) AND 15d-14(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jarett Goldman, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 of Constellation Acquisition Corp I;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls over financial reporting.

Date: May 15, 2024	By:	/s/ Jarett Goldman
	Name:	Jarett Goldman
	Title:	Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Constellation Acquisition Corp I (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chandra R. Patel, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2024	By:	/s/ Chandra R Patel
	Name:	Chandra R Patel
	Title:	Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Constellation Acquisition Corp I (the “Company”) on Form 10-Q for the quarter ended March 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jarett Goldman , Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 15, 2024	By:	/s/ Jarett Goldman
	Name:	Jarett Goldman
	Title:	Chief Financial Officer

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	May 15, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q1
Entity Information [Line Items]
Entity Registrant Name	CONSTELLATION ACQUISITION CORP I
Entity Central Index Key	0001834032
Entity File Number	001-39945
Entity Tax Identification Number	98-1574835
Entity Incorporation, State or Country Code	E9
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	200 Park Avenue
Entity Address, Address Line Two	32nd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10166
Entity Phone Fax Numbers [Line Items]
City Area Code	(646)
Local Phone Number	585-8975
Class A ordinary shares, par value $0.0001 per share
Entity Listings [Line Items]
Title of 12(b) Security	Class A ordinary shares, par value $0.0001 per share
Trading Symbol	CSTAF
Security Exchange Name	NONE
Redeemable warrants, each one whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50
Entity Listings [Line Items]
Title of 12(b) Security	Redeemable warrants, each one whole warrant exercisable for one share of Class A ordinary shares at an exercise price of $11.50
Trading Symbol	CSTWF
Security Exchange Name	NONE
Units, each consisting of one share of Class A ordinary shares and one-third of one redeemable warrant
Entity Listings [Line Items]
Title of 12(b) Security	Units, each consisting of one share of Class A ordinary shares and one-third of one redeemable warrant
Trading Symbol	CSTUF
Security Exchange Name	NONE
Class A Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		9,967,684
Class B Ordinary Shares
Entity Listings [Line Items]
Entity Common Stock, Shares Outstanding		150,000

Condensed Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current Assets:
Cash	$ 3,858	$ 3,541
Prepaid expenses	126,852	33,411
Total current assets	130,710	36,952
Cash and investments held in Trust Account	26,740,054	49,857,596
Total Assets	26,870,764	49,894,548
Current liabilities:
Accounts payable and accrued expenses	3,577,757	3,080,658
Total current liabilities	7,605,965	6,558,866
Deferred underwriting fee	10,850,000	10,850,000
Warrant liability	394,999	300,199
Total Liabilities	18,850,964	17,709,065
Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption, 2,367,684 and 4,493,843 shares at redemption value at approximately $11.29 and $11.09 per share as of March 31, 2024 and December 31, 2023, respectively	26,740,054	49,857,596
Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of March 31, 2024 and December 31, 2023
Additional paid-in capital
Accumulated deficit	(18,721,029)	(17,672,888)
Total Shareholders’ Deficit	(18,720,254)	(17,672,113)
Total Liabilities, Ordinary Shares Subject to Possible Redemption and Shareholders’ Deficit	26,870,764	49,894,548
Related Party
Current liabilities:
Due to related party	150,000	120,000
Promissory notes – related party	697,208	227,208
Convertible promissory note - related party	3,181,000	3,131,000
Class A Ordinary Shares
Shareholders’ Deficit:
Ordinary Shares, value	760
Class B Ordinary Shares
Shareholders’ Deficit:
Ordinary Shares, value	$ 15	$ 775

Condensed Balance Sheets (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued
Preference shares, shares outstanding
Class A Ordinary Shares
Class A ordinary shares subject to possible redemption shares	2,367,684	4,493,843
Class A ordinary shares subject to possible redemption per share (in Dollars per share)	$ 11.29	$ 11.09
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	200,000,000	200,000,000
Ordinary shares, issued	7,600,000
Ordinary shares, outstanding	7,600,000
Class B Ordinary Shares
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, authorized	20,000,000	20,000,000
Ordinary shares, issued	150,000	7,750,000
Ordinary shares, outstanding	150,000	7,750,000

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
General and administrative costs	$ 788,341	$ 1,315,104
Loss from Operations	(788,341)	(1,315,104)
Other income (expense):
Interest earned on investments held in Trust Account	388,991	1,369,906
Change in fair value of warrant liability	(94,800)	(1,014,360)
Total other income (expense), net	294,191	355,546
Net loss	$ (494,150)	$ (959,558)
Class A Ordinary Shares
Other income (expense):
Weighted average shares outstanding (in Shares)	3,021,887	12,151,177
Basic net (loss) income per share (in Dollars per share)	$ (0.05)	$ (0.05)
Class B Ordinary Shares
Other income (expense):
Weighted average shares outstanding (in Shares)	7,750,000	7,750,000
Basic net (loss) income per share (in Dollars per share)	$ (0.05)	$ (0.05)

Condensed Statements of Operations (Unaudited) (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A Ordinary Shares
Diluted net (loss) income per share	$ (0.05)	$ (0.05)
Class B Ordinary Shares
Diluted net (loss) income per share	$ (0.05)	$ (0.05)

Condensed Statements of Changes In Shareholders’ Deficit (Unaudited) - USD ($)	Class B Non- Redeemable Class A	Class B Ordinary Shares	Accumulated Deficit	Total
Balance at Dec. 31, 2022		$ 775	$ (12,486,354)	$ (12,485,579)
Balance (in Shares) at Dec. 31, 2022		7,750,000
Accretion of Class A ordinary shares subject to redemption			(1,819,906)	(1,819,906)
Accretion of Class A ordinary shares subject to redemption (in Shares)
Net loss			(959,558)	(959,558)
Balance at Mar. 31, 2023		$ 775	(15,265,818)	(15,265,043)
Balance (in Shares) at Mar. 31, 2023		7,750,000
Balance at Dec. 31, 2022		$ 775	(12,486,354)	(12,485,579)
Balance (in Shares) at Dec. 31, 2022		7,750,000
Accretion of Class A ordinary shares subject to redemption				(4,826,074)
Balance at Dec. 31, 2023		$ 775	(17,672,888)	(17,672,113)
Balance (in Shares) at Dec. 31, 2023		7,750,000
Accretion of Class A ordinary shares subject to redemption			(553,991)	$ (553,991)
Accretion of Class A ordinary shares subject to redemption (in Shares)				26,506,157
Conversion of Class B ordinary shares to Class A ordinary shares	$ 760	$ (760)
Conversion of Class B ordinary shares to Class A ordinary shares (in Shares)	7,600,000	(7,600,000)
Net loss			(494,150)	(494,150)
Balance at Mar. 31, 2024	$ 760	$ 15	$ (18,721,029)	$ (18,720,254)
Balance (in Shares) at Mar. 31, 2024	7,600,000	150,000

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash Flows from Operating Activities:
Net loss	$ (494,150)	$ (959,558)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on investments held in Trust Account	(388,991)	(1,369,906)
Change in fair value of warrant liability	94,800	1,014,360
Changes in operating assets and liabilities:
Prepaid expenses	(93,441)	(371,911)
Accounts payable and accrued expenses	497,099	776,708
Due to related party	30,000	30,000
Net cash used in operating activities	(354,683)	(880,307)
Cash Flows from Investing Activities:
Investment of cash in Trust Account	(165,000)	(450,000)
Cash withdrawn from Trust Account in connection with redemption	23,671,533	269,485,746
Net cash provided by investing activities	23,506,533	269,035,746
Cash Flows from Financing Activities:
Payments on promissory note to related party		(31,572)
Proceeds from promissory note to related party	470,000
Proceeds from convertible promissory note to related party	50,000	1,330,000
Redemption of Class A ordinary shares	(23,671,533)	(269,485,746)
Net cash used in financing activities	(23,151,533)	(268,187,318)
Net change in cash	317	(31,879)
Cash, beginning of the period	3,541	37,743
Cash, end of the period	$ 3,858	$ 5,864

Organization and Business Operations

3 Months Ended

Mar. 31, 2024

Organization and Business Operations [Abstract]

Organization and Business Operations

Note 1 — Organization and Business Operations

Transaction costs of the IPO amounted to $17,586,741, consisting of $6,200,000 of underwriting fees, $10,850,000 of deferred underwriting fees, and $536,741 of other offering costs.

The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public shareholders.

Risks and Uncertainties

Liquidity and Going Concern Consideration

Significant Accounting Policies

3 Months Ended

Mar. 31, 2024

Significant Accounting Policies [Abstract]

Significant Accounting Policies

Note 2 — Significant Accounting Policies

Basis of Presentation

Emerging Growth Company Status

Use of Estimates

Cash

Cash and Investments Held in Trust Account

Concentration of Credit Risk

Warrant Liabilities

Convertible Promissory Note

Offering Costs Associated with the Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets as of March 31, 2024 and December 31, 2023 are reconciled in the following table:

Class A ordinary shares subject to possible redemption as of December 31, 2022	$	314,517,268
Less:
Redemptions		(269,485,746	)
Plus:
Accretion of carrying value to redemption value		4,826,074
Class A ordinary shares subject to possible redemption as of December 31, 2023		49,857,596
Plus:
Accretion of carrying value to redemption value		553,991
Less:
Redemptions		(23,671,533	)
Class A ordinary shares subject to possible redemption as of March 31, 2024	$	26,740,054

Income Taxes

Net Loss per Ordinary Share

Reconciliation of Net Loss per Ordinary Share

	For the Three Months Ended March 31,
	2024			2023
Class A Ordinary Shares
Allocation of net loss to Class A ordinary shares subject to possible redemption	$	(138,626	)	$	(585,883	)
Weighted Average Class A ordinary shares subject to possible redemption		3,021,887			12,151,177
Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)

Class B Ordinary Shares
Allocation of net loss to Class B ordinary shares	$	(355,524	)	$	(373,675	)
Weighted Average Class B ordinary shares		7,750,000			7,750,000
Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)

Fair Value of Financial Instruments

	Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

	Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

	Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

See Note 8 for additional information on assets and liabilities measured at fair value on a recurring basis.

Recent Accounting Pronouncements

Initial Public Offering

3 Months Ended

Mar. 31, 2024

Initial Public Offering [Abstract]

Initial Public Offering

Note 3 — Initial Public Offering

Public Units

Public Warrants

The Company will not be obligated to deliver any Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to Class A ordinary shares underlying the warrants is then effective and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary shares underlying such unit.

Redemptions of warrants for cash when the price per Class A Ordinary Share equals or exceeds $18.00.

Once the warrants become exercisable, the Company may call the warrants for redemption (except as described herein with respect to the Private Placement Warrants):

	●	in whole and not in part;

	●	at a price of $0.01 per warrant;

	●	upon a minimum of 30 days’ prior written notice of redemption to each warrant holder; and

	●	if, and only if, the closing price of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of the redemption is given to the warrant holders (the “Reference Value”).

Redemptions of warrants for cash when the price per Class A Ordinary Share equals or exceeds $10.00.

Once the warrants become exercisable, the Company may call the warrants for redemption (except as described herein with respect to the Private Placement Warrants):

	●	in whole and not in part;

	●	at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30 day period holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table in the registration statement, based on the redemption date and the “fair market value” of the Class A ordinary shares (as defined below) except as otherwise described below; provided, further, that if the warrants are not exercised on a cashless basis or otherwise during such 30 day period, the Company shall redeem such warrants for $0.10 per share;

	●	if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and

	●	if the Reference Value is less than $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants.

Private Placement

3 Months Ended

Mar. 31, 2024

Private Placement [Abstract]

Private Placement

Note 4 — Private Placement

If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

Related Party Transactions

3 Months Ended

Mar. 31, 2024

Related Party Transactions

Note 5 — Related Party Transactions

Founder Shares

Promissory Note — Related Party

Administrative Support Agreement

Working Capital Loans

Commitments and Contingencies

3 Months Ended

Mar. 31, 2024

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 6 — Commitments and Contingencies

Registration Rights

Underwriting Agreement

Investment Agreement

Letter Agreement

Shareholders’ Deficit

3 Months Ended

Mar. 31, 2024

Shareholders’ Deficit [Abstract]

Shareholders’ Deficit

Note 7 — Shareholders’ Deficit

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

Fair Value Measurements

Note 8 — Fair Value Measurements

Description	Level		March 31, 2024		Level		December 31, 2023
Liabilities
Public Warrant Liability		2	$	258,332		2	$	196,332
Private Placement Warrant Liability		2	$	136,667		2	$	103,867

Subsequent Events

3 Months Ended

Mar. 31, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 9 — Subsequent Events

Pay vs Performance Disclosure - USD ($)	3 Months Ended
Pay vs Performance Disclosure - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (494,150)	$ (959,558)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy (Policies)

3 Months Ended

Mar. 31, 2024

Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Emerging Growth Company Status

Emerging Growth Company Status

Use of Estimates

Use of Estimates

Cash

Cash

Cash and Investments Held in Trust Account

Cash and Investments Held in Trust Account

Concentration of Credit Risk

Concentration of Credit Risk

Warrant Liabilities

Warrant Liabilities

Convertible Promissory Note

Convertible Promissory Note

Offering Costs Associated with the Initial Public Offering

Offering Costs Associated with the Initial Public Offering

Class A Ordinary Shares Subject to Possible Redemption

Class A Ordinary Shares Subject to Possible Redemption

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets as of March 31, 2024 and December 31, 2023 are reconciled in the following table:

Class A ordinary shares subject to possible redemption as of December 31, 2022	$	314,517,268
Less:
Redemptions		(269,485,746	)
Plus:
Accretion of carrying value to redemption value		4,826,074
Class A ordinary shares subject to possible redemption as of December 31, 2023		49,857,596
Plus:
Accretion of carrying value to redemption value		553,991
Less:
Redemptions		(23,671,533	)
Class A ordinary shares subject to possible redemption as of March 31, 2024	$	26,740,054

Income Taxes

Income Taxes

Net (Loss) Income per Ordinary Share

Net Loss per Ordinary Share

Reconciliation of Net (Loss) Income per Ordinary Share

Reconciliation of Net Loss per Ordinary Share

	For the Three Months Ended March 31,
	2024			2023
Class A Ordinary Shares
Allocation of net loss to Class A ordinary shares subject to possible redemption	$	(138,626	)	$	(585,883	)
Weighted Average Class A ordinary shares subject to possible redemption		3,021,887			12,151,177
Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)

Class B Ordinary Shares
Allocation of net loss to Class B ordinary shares	$	(355,524	)	$	(373,675	)
Weighted Average Class B ordinary shares		7,750,000			7,750,000
Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)

Fair Value of Financial Instruments

Fair Value of Financial Instruments

	Level 1 —	Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block discounts are not being applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these securities does not entail a significant degree of judgment.

	Level 2 —	Valuations based on (i) quoted prices in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets, (iii) inputs other than quoted prices for the assets or liabilities, or (iv) inputs that are derived principally from or corroborated by market through correlation or other means.

	Level 3 —	Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

See Note 8 for additional information on assets and liabilities measured at fair value on a recurring basis.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2024

Significant Accounting Policies [Abstract]

Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected

The Class A ordinary shares subject to possible redemption reflected on the condensed balance sheets as of March 31, 2024 and December 31, 2023 are reconciled in the following table:

Class A ordinary shares subject to possible redemption as of December 31, 2022	$	314,517,268
Less:
Redemptions		(269,485,746	)
Plus:
Accretion of carrying value to redemption value		4,826,074
Class A ordinary shares subject to possible redemption as of December 31, 2023		49,857,596
Plus:
Accretion of carrying value to redemption value		553,991
Less:
Redemptions		(23,671,533	)
Class A ordinary shares subject to possible redemption as of March 31, 2024	$	26,740,054

Schedule of Presentation of (Loss) Income Per Share for Ordinary Shares Subject to Redemption

	For the Three Months Ended March 31,
	2024			2023
Class A Ordinary Shares
Allocation of net loss to Class A ordinary shares subject to possible redemption	$	(138,626	)	$	(585,883	)
Weighted Average Class A ordinary shares subject to possible redemption		3,021,887			12,151,177
Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)

Class B Ordinary Shares
Allocation of net loss to Class B ordinary shares	$	(355,524	)	$	(373,675	)
Weighted Average Class B ordinary shares		7,750,000			7,750,000
Basic and diluted net loss per share	$	(0.05	)	$	(0.05	)

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Fair Value Measurements [Abstract]

Schedule of Fair Value Hierarchy of the Valuation Inputs

Description	Level		March 31, 2024		Level		December 31, 2023
Liabilities
Public Warrant Liability		2	$	258,332		2	$	196,332
Private Placement Warrant Liability		2	$	136,667		2	$	103,867

Organization and Business Operations (Details) - USD ($)					1 Months Ended									3 Months Ended
	Feb. 27, 2024	Jul. 03, 2023	Jan. 27, 2023	Jan. 29, 2021	Dec. 28, 2023	Dec. 20, 2023	Nov. 28, 2023	Oct. 26, 2023	Sep. 29, 2023	Aug. 29, 2023	Jul. 28, 2023	May 26, 2023	Apr. 28, 2023	Mar. 31, 2024	Jun. 30, 2024	Jan. 30, 2024	Dec. 31, 2023	Nov. 23, 2020
Organization and Business Operations [Line Items]
Over allotment option price per share (in Dollars per share)				$ 10										$ 10
Gross proceeds				$ 310,000,000
Investment maturity				185 days
Public shares, percentage				100.00%
Loan deposited			$ 150,000											$ 150,000
Sponsor fees			$ 3,000,000
Shares holders (in Shares)														26,506,157
Redemption price per share (in Dollars per share)														$ 10.17
Warrants exercise price per share (in Dollars per share)						$ 11.5
Net tangible assets														$ 5,000,001
Deposit														55,000
Ordinary shares outstanding (in Shares)															9,967,684
Noninterest bearing deposit														55,000
Aggregate deposit														605,000
Operating bank account														3,858
Working capital deficit														$ 7,475,255
Business Combination [Member]
Organization and Business Operations [Line Items]
Drew an aggregate amount	$ 55,000	$ 150,000			$ 150,000		$ 150,000	$ 150,000	$ 150,000	$ 150,000	$ 150,000	$ 150,000	$ 150,000
Trust Account [Member]
Organization and Business Operations [Line Items]
Share issued (in Shares)														10
2024 Extension Amendment Proposal [Member]
Organization and Business Operations [Line Items]
Redemption price per share (in Dollars per share)														$ 11.13
Aggregate redemption amount														$ 23,671,533
Deposit														55,000
Trust account														26,415,545
Related Party [Member]
Organization and Business Operations [Line Items]
Convertible promissory note														$ 3,181,000			$ 3,131,000
Business Combination [Member]
Organization and Business Operations [Line Items]
Over allotment option price per share (in Dollars per share)														$ 10
Class A Ordinary Shares [Member]
Organization and Business Operations [Line Items]
Ordinary shares, par value (in Dollars per share)														0.0001			$ 0.0001
Share issued (in Shares)				1
Share purchases (in Shares)				1
Warrant purchase price per share (in Dollars per share)				$ 11.5										$ 0.361
Aggregate redemption														$ 269,485,746
Redemption price per share (in Dollars per share)														$ 11.29			$ 11.09
Non-redeemable Class A ordinary shares (in Shares)														7,600,000
Redeemable Class A ordinary shares (in Shares)														2,367,684			4,493,843
Class A Ordinary Shares [Member] \| 2024 Extension Amendment Proposal [Member]
Organization and Business Operations [Line Items]
Share issued (in Shares)														2,126,159
Redeemable Warrant [Member]
Organization and Business Operations [Line Items]
Share issued (in Shares)				1
Class B Ordinary Shares [Member]
Organization and Business Operations [Line Items]
Ordinary shares, par value (in Dollars per share)														$ 0.0001			$ 0.0001
Over allotment option price per share (in Dollars per share)																		$ 0.003
Share issued (in Shares)																7,600,000
Per share (in Dollars per share)																$ 0.0001
Non-redeemable Class A ordinary shares (in Shares)														150,000			7,750,000
Forecast [Member] \| Non- Redeemable Class A Ordinary Shares [Member]
Organization and Business Operations [Line Items]
Non-redeemable Class A ordinary shares (in Shares)															7,600,000
Forecast [Member] \| Redeemable Class A Ordinary Shares [Member]
Organization and Business Operations [Line Items]
Redeemable Class A ordinary shares (in Shares)															2,367,684
IPO [Member]
Organization and Business Operations [Line Items]
Units issued during period shares new issues (in Shares)				31,000,000
Over allotment option price per share (in Dollars per share)				$ 10
Gross proceeds				$ 310,000,000
Sale of stock (in Shares)														31,000,000
Private placement warrants price per share (in Dollars per share)				$ 10
Transaction costs														$ 17,586,741
Underwriting fees														6,200,000
Deferred underwriting fees														10,850,000
Other offering costs														$ 536,741
IPO [Member] \| Class A Ordinary Shares [Member]
Organization and Business Operations [Line Items]
Ordinary shares, par value (in Dollars per share)				$ 0.0001
Over-Allotment Option [Member]
Organization and Business Operations [Line Items]
Sale of stock (in Shares)				1,000,000
Over-Allotment Option [Member] \| Underwriting Agreement [Member]
Organization and Business Operations [Line Items]
Units issued during period shares new issues (in Shares)				1,000,000
Private Placement [Member]
Organization and Business Operations [Line Items]
Sale of stock (in Shares)														5,466,667
Private placement warrants price per share (in Dollars per share)														$ 1.5
Gross proceeds														$ 8,200,000

Significant Accounting Policies (Details) - USD ($)	3 Months Ended
Significant Accounting Policies (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Significant Accounting Policies [Line Items]
Cash withdrawn from trust account in connection with redemption	$ 23,671,533
Federal deposit insurance corporation coverage	250,000
Transaction costs	$ 17,586,741
Subject to possible redemption	2,367,684	4,493,843
Class A Ordinary Shares [Member]
Significant Accounting Policies [Line Items]
Purchase of aggregate shares	15,800,000
IPO [Member]
Significant Accounting Policies [Line Items]
Transaction costs	$ 1,143,138
Shares sold	31,000,000

Significant Accounting Policies (Details) - Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Schedule of Class A Ordinary Shares Subject to Possible Redemption Reflected [Line Items]
Class A ordinary shares subject to possible redemption beginning	$ 49,857,596	$ 314,517,268	$ 314,517,268
Less:
Redemptions	(23,671,533)		(269,485,746)
Plus:
Accretion of carrying value to redemption value	553,991	$ 1,819,906	4,826,074
Class A ordinary shares subject to possible redemption ending	$ 26,740,054		$ 49,857,596

Significant Accounting Policies (Details) - Schedule of Presentation of (Loss) Income Per Share for Ordinary Shares Subject to Redemption - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A Ordinary Shares [Member]
Schedule of Presentation of (Loss) Income Per Share for Ordinary Shares Subject to Redemption [Line Item]
Allocation of net loss	$ (138,626)	$ (585,883)
Weighted Average ordinary shares	3,021,887	12,151,177
Basic net loss per share	$ (0.05)	$ (0.05)
Class B Ordinary Shares [Member]
Schedule of Presentation of (Loss) Income Per Share for Ordinary Shares Subject to Redemption [Line Item]
Allocation of net loss	$ (355,524)	$ (373,675)
Weighted Average ordinary shares	7,750,000	7,750,000
Basic net loss per share	$ (0.05)	$ (0.05)

Significant Accounting Policies (Details) - Schedule of Presentation of (Loss) Income Per Share for Ordinary Shares Subject to Redemption (Parentheticals) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Class A Ordinary Shares [Member]
Schedule of Presentation of (Loss) Income Per Share for Ordinary Shares Subject to Redemption [Line Item]
Diluted net loss per share	$ (0.05)	$ (0.05)
Class B Ordinary Shares [Member]
Schedule of Presentation of (Loss) Income Per Share for Ordinary Shares Subject to Redemption [Line Item]
Diluted net loss per share	$ (0.05)	$ (0.05)

Initial Public Offering (Details) - $ / shares		3 Months Ended
Initial Public Offering (Details) - $ / shares	Jan. 29, 2021	Mar. 31, 2024	Dec. 31, 2023	Jan. 18, 2023
Initial Public Offering [Line Items]
Warrants expiry term		5 years
Issue price or effective issue price		$ 9.2
Number of trading days		10 days
Market value percentage		100.00%
Newly issued price percentage		180.00%
Redemptions of warrants, per share		$ 18
Redemption Price Per Warrant		$ 0.01
Prior written notice of redemption term		30 days
Warrant price per shares		$ 0.1
Redeem warrants per share		0.1
Exceed price per share	$ 10	10
Reference value per share		18
Redemption of Warrants [Member]
Initial Public Offering [Line Items]
Market value		10
Newly issued price		$ 18
Warrant [Member]
Initial Public Offering [Line Items]
Ordinary share price per share				$ 1.5
Number of trading days		20 days
Prior written notice of redemption term		30 days
Redemptions of warrants exceed price per share		$ 10
Class A Ordinary Shares [Member]
Initial Public Offering [Line Items]
Shares issued (in Shares)	1
Share purchases (in Shares)	1
Ordinary share price per share	$ 11.5	$ 0.361
Number of trading days		10 days
Ordinary shares exceeds, price per share		$ 18
Redemptions of warrants exceed price per share		$ 11.29	$ 11.09
Redeemable Warrant [Member]
Initial Public Offering [Line Items]
Shares issued (in Shares)	1
IPO [Member]
Initial Public Offering [Line Items]
Sale of stock (in Shares)	31,000,000
Price per share	$ 10
Company sold share units (in Shares)		31,000,000
Share purchases (in Shares)		4,500,000
Exceed price per share	$ 10
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Company sold share units (in Shares)	1,000,000
Public Warrants [Member] \| Class A Ordinary Shares [Member]
Initial Public Offering [Line Items]
Ordinary share price per share		$ 11.5
Initial Business Combination [Member]
Initial Public Offering [Line Items]
Number of trading days		150 days
Share price		$ 9.2
Initial Business Combination [Member] \| Class A Ordinary Shares [Member]
Initial Public Offering [Line Items]
Number of trading days		20 days

Private Placement (Details) - Private Placements Warrant [Member]	3 Months Ended
	Mar. 31, 2024 USD ($) $ / shares shares
Private Placement [Line Items]
Initial public offering of warrants \| shares	5,466,667
Exercise price \| $ / shares	$ 1.5
Aggregate purchase price \| $	$ 8,200,000

Related Party Transactions (Details) - USD ($)										1 Months Ended	3 Months Ended		12 Months Ended
Related Party Transactions (Details) - USD ($)	Jan. 30, 2023	Jan. 27, 2023	Jan. 18, 2023	Mar. 01, 2021	Feb. 23, 2021	Jan. 29, 2021	Jan. 26, 2021	Dec. 23, 2020	Nov. 23, 2020	Jan. 28, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Jan. 30, 2024	Dec. 31, 2022	Dec. 31, 2020
Related Party Transactions [Line Items]
Per share price (in Dollars per share)						$ 10					$ 10
Aggregate of forfeiture shares (in Shares)											1,125,000
Initial business combination											1 year
Number of trading days											10 days
Amount borrowed																$ 1,300
Additional borrowed										$ 88,540
Balance repaid	$ 1,270,000					$ 89,840
Proceeds from promissory note – related party					$ 699,999						$ 470,000
Unsecured promissory note principal amount														$ 1,660,000	$ 258,780
Outstanding promissory notes											697,208		$ 227,208
Operating expenses											55,000		65,000
Office space, utilities and secretarial and administrative support, and other obligations							$ 10,000
Administrative service fees											30,000	$ 30,000	120,000
Working capital loans											$ 1,500,000
Price paid per warrant (in Dollars per share)											$ 1.5
Promissory note – related party											$ 227,208		227,208
Deposited in trust account											55,000
Loan deposited		$ 150,000									150,000
Initial principal amount	$ 450,000
Borrowings amount											3,181,000		3,131,000
Related Party [Member]
Related Party Transactions [Line Items]
Outstanding amount											227,208		227,208
2023 Extension Amendment Proposal [Member]
Related Party Transactions [Line Items]
Deposited in trust account											$ 450,000
Warrant [Member]
Related Party Transactions [Line Items]
Number of trading days											20 days
Price per warrant (in Dollars per share)			$ 1.5
Price paid per warrant (in Dollars per share)	$ 1.5
Class B Ordinary Shares [Member]
Related Party Transactions [Line Items]
Company purchased (in Shares)								8,625,000	8,625,000
Ordinary shares								$ 25,000	$ 25,000
Per share price (in Dollars per share)									$ 0.003
Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Company purchased (in Shares)						1
Exceeds price per share (in Dollars per share)											$ 12
Number of trading days											10 days
Price per warrant (in Dollars per share)						$ 11.5					$ 0.361
Over-Allotment Option [Member]
Related Party Transactions [Line Items]
Aggregate of forfeiture shares (in Shares)						250,000
Founder Shares [Member]
Related Party Transactions [Line Items]
Aggregate of forfeiture shares (in Shares)				875,000
Initial Business Combination [Member]
Related Party Transactions [Line Items]
Number of trading days											150 days
Initial Business Combination [Member] \| Class A Ordinary Shares [Member]
Related Party Transactions [Line Items]
Number of trading days											20 days
Business Commencing [Member]
Related Party Transactions [Line Items]
Number of trading days											30 days
Private Placement Warrants [Member]
Related Party Transactions [Line Items]
Price per warrant (in Dollars per share)											$ 1.5
Sponsor [Member]
Related Party Transactions [Line Items]
Proceeds from promissory note – related party			$ 230,000
Administrative service fees											$ 150,000
Initial Public Offering [Member]
Related Party Transactions [Line Items]
Company purchased (in Shares)											4,500,000
Per share price (in Dollars per share)						$ 10
Outstanding value											$ 2,951,000		$ 2,901,000

Commitments and Contingencies (Details) - USD ($)			3 Months Ended
Commitments and Contingencies (Details) - USD ($)	Jan. 26, 2023	Jan. 29, 2021	Mar. 31, 2024
Commitments and Contingencies [Line Items]
Company’s initial Business Combination			$ 10,850,000
Investment contribution	$ 3,000,000
IPO [Member]
Commitments and Contingencies [Line Items]
Aggregate share (in Shares)			4,500,000
Underwriters partially exercised (in Shares)			31,000,000
Deferred underwriting discount rate			3.50%
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Underwriters partially exercised (in Shares)		1,000,000
Cash underwriting discount		$ 6,200,000

Shareholders’ Deficit (Details) - $ / shares		3 Months Ended
Shareholders’ Deficit (Details) - $ / shares	Jan. 30, 2024	Mar. 31, 2024	Dec. 31, 2023
Shareholders’ Deficit [Line Items]
Preferred stock shares, authorized		1,000,000	1,000,000
Preferred stock par value (in Dollars per share)		$ 0.0001	$ 0.0001
Ordinary shares outstanding percentage		20.00%
Class A Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Ordinary shares, authorized		200,000,000	200,000,000
Common stock, shares issued		7,600,000
Common stock, shares outstanding		7,600,000
Ordinary shares subject to possible redemption		2,367,684	4,493,843
Ordinary shares closing price (in Dollars per share)		$ 12
Class B Ordinary Shares [Member]
Shareholders’ Deficit [Line Items]
Ordinary shares, authorized		20,000,000	20,000,000
Common stock, shares issued		150,000	7,750,000
Common stock, shares outstanding		150,000	7,750,000
Sponsor [Member]
Shareholders’ Deficit [Line Items]
Aggregate shares	7,600,000

Fair Value Measurements (Details) - Schedule of Fair Value Hierarchy of the Valuation Inputs - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Public Warrant Liability [Member] \| Level 1 [Member]
Liabilities
Total liabilities	$ 258,332	$ 196,332
Private Placement Warrant Liability [Member] \| Level 2 [Member]
Liabilities
Total liabilities	$ 136,667	$ 103,867