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