0001213900-23-006160.txt : 20230130
0001213900-23-006160.hdr.sgml : 20230130
20230130211117
ACCESSION NUMBER: 0001213900-23-006160
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20230126
FILED AS OF DATE: 20230130
DATE AS OF CHANGE: 20230130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KLEINFELD KLAUS
CENTRAL INDEX KEY: 0001268014
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-39945
FILM NUMBER: 23569986
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Constellation Acquisition Corp I
CENTRAL INDEX KEY: 0001834032
STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770]
IRS NUMBER: 000000000
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: MAPLES CORPORATE SERVICES LIMITED
STREET 2: PO BOX 309, UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
BUSINESS PHONE: 1 917 215 2091
MAIL ADDRESS:
STREET 1: MAPLES CORPORATE SERVICES LIMITED
STREET 2: PO BOX 309, UGLAND HOUSE
CITY: GRAND CAYMAN
STATE: E9
ZIP: KY1-1104
4
1
ownership.xml
X0306
4
2023-01-26
1
0001834032
Constellation Acquisition Corp I
CSTA
0001268014
KLEINFELD KLAUS
181 WESTCHESTER AVENUE
SUITE 407A
PORT CHESTER
NY
1
1
0
0
Chief Executive Officer
Private Placement Warrant
2023-01-26
4
S
0
1530511
D
Class A Ordinary Shares
1530511
0
I
By Kleinfeld Constellation Investment LLC
Private Placement Warrant
2023-01-26
4
S
0
77789
D
Class A Ordinary Shares
77789
0
D
Pursuant to that certain Private Placement Warrants Purchase Agreement, dated January 26, 2021, by and between the Issuer and the undersigned parties thereto, Kleinfeld Constellation Investment, LLC acquired from the Issuer 1,530,511 warrants of the Issuer (each, a "Private Placement Warrant") for an aggregate purchase price of $2,295,766.50, as described in the Issuer's Registration Statement on Form S-1 (File No. 333-251974) filed with the Securities and Exchange Commission on January 22, 2021 (the "Registration Statement"). On January 26, 2023, the Reporting Person transferred the 1,530,511 Private Placement Warrants to Constellation Sponsor LP, an affiliate of the Issuer.
Each Private Placement Warrant is exercisable to purchase one Class A ordinary share of the Issuer ("Class A Share") at an exercise price of $11.50 per share. As described in the Registration Statement, the Private Placement Warrants are identical to the warrants sold in connection with the Issuer's initial public offering ("IPO"), except that the Private Placement Warrants, (i) will not be redeemable by the Issuer, except as described in the Registration Statement, (ii) may not (including the Class A Shares issuable upon exercise of such warrants), subject to certain limited exceptions, be transferred, assigned or sold by until 30 days after the completion of the Issuer's initial business combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.
The Reporting Person controls Kleinfeld Constellation Investment LLC. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.
On March 18, 2022, the Reporting Person acquired 77,789 Private Placement Warrants from Niklas Einsfeld. On January 26, 2023, the Reporting Person transferred the 77,789 Private Placement Warrants to Constellation Sponsor LP, an affiliate of the Issuer.
The Reporting Person controls Kleinfeld Constellation Investment, LLC, which is a non-controlling shareholder of Constellation Sponsor GmbH & Co. KG (the "Sponsor") and the Reporting Person does not otherwise have or share investment control over any securities held by the Sponsor. Accordingly, pursuant to Rule 16a-1(a)(2)(iii), the Reporting Person is not deemed to be the beneficial owner of any of the securities held by the Sponsor
/s/ Klaus Kleinfeld
2023-01-30