Business Description

We are a blank check company incorporated in the Cayman Islands and formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business Combination with one or more businesses, which we refer to throughout this Annual Report as our Business Combination. We intend to seek a business combination with a target that is at the forefront of change in one of several rapidly changing segments of the global economy. We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt. Constellation, led by Chandra R. Patel, is on the mission of supporting a target that is focused on bringing change to a rapidly changing segment of the global economy by sharing our expertise and multi-disciplinary, complementary know-how across a variety of industries and geographies. We believe that the businesses with the greatest propensity for long-term value creation seek partners who are themselves proven value builders and have demonstrated success in ushering companies from private to public operating environments. Company History On November 23, 2020, one of our officers purchased an aggregate of 8,625,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share (the “founder shares”). On December 23, 2020, the founder shares were assigned to our Old Sponsor, and subsequently transferred to the Sponsor in the sponsor handover (as defined below), for the same purchase price that was initially paid by one of our officers. Our founder shares will automatically convert into Class A ordinary shares, on a one-for-one basis, upon the completion of the Business Combination. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of the IPO. On January 29, 2021, we completed our IPO of 31,000,000 units at a price of $10.00 per unit, generating gross proceeds of $310,000,000. Each unit consists of one Class A ordinary share and one-third of one public warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Substantially concurrently with the completion of the IPO, our Old Sponsor purchased an aggregate of 5,466,667 private placement warrants at a price of $1.50 per warrant, or $8,200,000 in the aggregate, which are now owned by our Sponsor as part of the sponsor handover. A total of $310,000,000, comprised of $303,800,000 of the proceeds from the IPO, including $10,850,000 of the underwriters’ deferred discount, and $6,200,000 of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. On March 18, 2021, we announced that, commencing March 19, 2021, holders of the 31,000,000 units sold in the IPO may elect to separately trade the Class A ordinary shares and the public warrants included in the units. Those units not separated continue to trade on the OTCID Basic Market under the symbol “CSTUF” and the Constellation Class A ordinary shares and public warrants that were separated trade under the symbols “CSTAF” and “CSTWF”, also on the OTCID Basic Market. On January 27, 2023, we held an extraordinary general meeting of shareholders (the “2023 Shareholder Meeting”) to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a Business Combination from January 29, 2023 to April 29, 2023 and to allow the Company, without another shareholder vote, to elect to extend such date on a monthly basis for up to nine times by an additional one month each time by resolution of the Company’s board of directors (the “Board” or the “board of directors”) if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months, unless the closing of the Business Combination shall have occurred prior to such date.…