CORRESP 1 filename1.htm

 

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DavisPolk

Derek Dostal

 

 

Davis Polk & Wardwell LLP

450 Lexington Avenue
New York, NY 10017

 

212 450 4322 tel

derek.dostal@davispolk.com

 

 
 
         
January 8, 2021

 

Re: Constellation Acquisition Corp I  
  Draft Registration Statement on Form S-1
  Submitted December 8, 2020
  CIK No. 0001834032

 

Mr. Mark Wojciechowski
Mr. John Cannarella
Mr. Kevin Dougherty
Ms. Laura Nicholson

U.S. Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549-4628

 

Ladies and Gentlemen:

 

On behalf of our client, Constellation Acquisition Corp I, a Cayman exempted company (the “Company”), we are responding to the comments from the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) relating to the Company’s Draft Registration Statement on Form S-1 (the “Registration Statement”) contained in the Staff’s letter dated January 4, 2021 (the “Comment Letter”). In response to the comments set forth in the Comment Letter, the Company has revised the Registration Statement and is filing publicly the Registration Statement together with this response letter. The Registration Statement also contains certain additional updates and revisions.

 

Set forth below are the Company’s responses to the Staff’s comments. For convenience, the Staff’s comments are repeated below in italics, followed by the Company’s response to the comments as well as a summary of the responsive actions taken. We have included page numbers to refer to the location in the Registration Statement where the revised language addressing a particular comment appears.

 

Summary, page 1

 

1. We note your disclosure that Heads! International will provide its executive search and

evaluation functions to Constellation on an exclusive basis. Please describe the scope of

such exclusivity, and disclose whether there is a written agreement for such exclusivity.

 

Response: The Company respectfully acknowledges the Staff’s comment and has revised the disclosure on pages 2, 4, 82 and 83 to remove “on an exclusive basis” or “exclusive” as appropriate.  

 

 

 

 

Mr. Dougherty

Ms. Nguyen

U.S. Securities and Exchange Commission

2 January 8, 2021

 

 

Management, page 101

 

2. Please disclose the business experience over the last five years for each of your executive

officers and/or director nominees. For example, clarify the dates of Martin Weckwerth's

experience, and also disclose the business experience of Michael Wunderlich. See Item 401(e) of Regulation S-K.

 

Response:

The Company respectfully acknowledges the Staff’s comment and has updated to clarify the dates of Martin Weckwerth’s experience on page 107 and also disclosed the business experience of Michael Wunderlich on page 108.

 

 

*****

 

To the extent that you have any questions regarding the response contained in this letter, please do not hesitate to contact me at (212) 450-4322 or derek.dostal@davispolk.com. Thank you for your time and attention.

 

Sincerely,

 

/s/ Derek Dostal

 

Derek Dostal, Esq.

 

cc:   Klaus Kleinfeld, Chief Executive Officer      
  Thomas Stapp, Chief Financial Officer
  Constellation Acquisition Corp I