Constellation Acquisition Corp I Reports $248K Net Loss and Faces Going Concern Doubts

Constellation Acquisition Corp I (Constellation), a Cayman Islands-based blank check company, reported a net loss of $248,243 for the year ended December 31, 2024. This included a loss from operations of approximately $1.6 million, partially offset by interest earned on investments held in the trust account ($1.3 million) and a gain from the change in fair value of warrant liabilities ($47,399). The company's operating bank account held $5,303 at year-end, and it reported a working capital deficit of $5,573,504. Constellation's independent registered public accounting firm expressed substantial doubt about its ability to continue as a going concern due to its liquidity condition and the approaching mandatory liquidation date.

Significant changes occurred compared to the previous fiscal year (2023). The 2023 net loss was $360,460, with interest earned on trust account investments totaling $3,026,074 and a gain from the change in fair value of warrant liabilities of $173,801, partially offset by a loss from operations of $3,560,335. Shareholder meetings in 2023, 2024, and 2025 resulted in redemptions of Class A ordinary shares, reducing the trust account balance significantly. Specifically, redemptions totaled approximately $269.5 million in 2023, $23.7 million in 2024, and $27.4 million in 2025. The company also voluntarily delisted from the New York Stock Exchange and began trading on the OTCQX Best Market and OTCQB Venture Market in 2024.

Strategic developments included several extensions to the deadline for completing a business combination, granted through shareholder votes and board resolutions. These extensions pushed the deadline to February 28, 2025, and further extensions are possible. The company also underwent a sponsor handover in 2023, transferring control of the Old Sponsor to Constellation Sponsor LP. In January 2024, the Sponsor converted 7,600,000 Class B ordinary shares into Class A ordinary shares. As of April 1, 2025, 7,664,302 Class A ordinary shares and 150,000 Class B ordinary shares were outstanding.

Key operational developments included the shift to OTC trading and the continued search for a business combination target. The company's primary activities remain focused on identifying and evaluating potential acquisition targets. As of December 31, 2024, Constellation had four executive officers but no full-time employees. The company's financial performance is heavily reliant on the success of securing a business combination before the mandatory liquidation date of January 29, 2026. The company's financial statements do not include adjustments that might be necessary if it is unable to continue as a going concern.

Constellation's outlook is contingent upon successfully completing a business combination before the mandatory liquidation date. The company anticipates using proceeds from the IPO and private placement warrants, along with potential additional financing, to fund this combination. However, the filing highlights significant risks related to liquidity, the ability to find a suitable target, shareholder redemptions, and regulatory compliance. The company's ability to continue as a going concern is uncertain, and investors face a high degree of risk.