EX-3.1 2 ea192483ex3-1_constellat1.htm AMENDED AND RESTATED MEMORANDUM AND ARTICLES OF ASSOCIATION

Exhibit 3.1

 

Registrar of Companies

Government Administration Building

133 Elgin Avenue

George Town

Grand Cayman

 

Constellation Acquisition Corp I (ROC #368272) (the “Company”)

 

TAKE NOTICE that at an extraordinary general meeting of the shareholders of the Company dated 29 January 2024, the following special resolutions were passed:

 

Proposal No. 1—The Extension Amendment ProposalRESOLVED, as a special resolution that:

 

a)Article 49.7 of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.7:

 

“In the event that the Company does not consummate a Business Combination upon the date which is the later of (i) February 29, 2024 (or January 29, 2025, if applicable under the provisions of this Article 49.7) and (ii) such later date as may be approved by the Members in accordance with the Articles (in any case, such date being referred to as the “Termination Date”), the Company shall (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, 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 (less taxes payable and up to US$100,000 of interest to pay liquidation expenses), divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish public Members’ rights as Members (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 Company’s remaining shareholders and the Board, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of Applicable Law.

 

Notwithstanding the foregoing or any other provisions of the Articles, in the event that the Company has not consummated a Business Combination within thirty-seven months from the closing of the IPO, the Company may, without another shareholder vote, elect to extend the date to consummate the Business Combination on a monthly basis for up to eleven times by an additional one month each time after the thirty-seventh month from the closing of the IPO, by resolution of the Directors, if requested by the Sponsor in writing, and upon five days’ advance notice prior to the applicable Termination Date, until forty-eight months from the closing of the IPO, provided that the Sponsor (or one or more of its affiliates, members or third-party designees) (the “Lender”) will deposit US$55,000 into the Trust Account for each such monthly extension, for an aggregate deposit of up to US$605,000 (if all eleven additional monthly extensions are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. If the Company completes a Business Combination, it will, at the option of the Lender, repay the amounts loaned under the promissory note. If the Company does not complete a Business Combination by the applicable Termination Date, such promissory note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven.”

 

 

 

 

b)Article 49.8(a) of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.8(a):

 

“to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination or to redeem 100 per cent of the Public Shares if the Company does not consummate a Business Combination within thirty-seven months (or up to forty-eight months, if applicable under the provisions of Article 49.7) from the consummation of the IPO;”

 

Proposal No. 2 — The Redemption Limitation Amendment ProposalRESOLVED, as a special resolution that:

 

a)Article 49.2(b) of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.2(b):

 

“provide Members with the opportunity to have their Shares repurchased by means of a tender offer for a per-Share repurchase price payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of such Business Combination, including interest earned on the Trust Account (net of taxes paid or payable, if any), divided by the number of then issued Public Shares.”

 

b)Article 49.4 of Constellation’s Memorandum and Articles of Association be deleted in its entirety and replaced with the following new Article 49.4:

 

“At a general meeting called for the purposes of approving a Business Combination pursuant to this Article, in the event that such Business Combination is approved by Ordinary Resolution, the Company shall be authorised to consummate such Business Combination.”

 

c)The following final sentence of Article 49.5 of Constellation’s Memorandum and Articles of Association be deleted in its entirety:

 

“The Company shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions (the “Redemption Limitation”).”

 

d)The following final sentence of Article 49.8 of Constellation’s Memorandum and Articles of Association be deleted in its entirety:

 

“The Company’s ability to provide such redemption in this Article is subject to the Redemption Limitation.”

 

/s/ Margo Richardson  
Margo Richardson  
Corporate Administrator  
for and on behalf of  
Maples Corporate Services Limited  
   
Dated this 30th day of January 2024