SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
Constellation Sponsor LP

(Last) (First) (Middle)
C/O CONSTELLATION ACQUISITION CORP. I
200 PARK AVENUE, 32ND FLOOR

(Street)
NEW YORK NY 10166

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/30/2023
3. Issuer Name and Ticker or Trading Symbol
Constellation Acquisition Corp I [ CSTA ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Class B ordinary shares (1) (1) Class A ordinary shares 7,633,750(1)(3) (1) D
Private Placement Warrants (2) (2) Class A ordinary shares 5,466,667(2)(3) (2) D
1. Name and Address of Reporting Person*
Constellation Sponsor LP

(Last) (First) (Middle)
C/O CONSTELLATION ACQUISITION CORP. I
200 PARK AVENUE, 32ND FLOOR

(Street)
NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
1. Name and Address of Reporting Person*
Antarctica Endurance Manager, LLC

(Last) (First) (Middle)
200 PARK AVENUE, 32ND FLOOR

(Street)
NEW YORK NY 10166

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer
Director X 10% Owner
Officer (give title below) Other (specify below)
Explanation of Responses:
1. Each Class B ordinary share ("Class B Shares") will automatically convert into Class A ordinary shares of the Issuer ("Class A Shares") at a ratio of no less than one-to-one on the first business day following the consummation of the Issuer's initial business combination, or earlier at the option of the holder thereof, with the actual conversion rate as described in the section entitled "Description of Securities" 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"). The Class B Shares have no expiration date.
2. Each Private Placement Warrant is exercisable to purchase one Class A Share of the Issuer 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, 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.
3. Antarctica Endurance Manager, LLC, is the general partner of Constellation Sponsor LP. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of such person's pecuniary interest therein, and the filing of this Form 3 shall not be deemed an admission by any of the foregoing of beneficial ownership of such shares for the purposes of Section 16 or for any other purpose.
Constellation Partner LP, by Antarctica Endurance Manager, LLC, its General Partner, by Chandra Patel, Manager /s/ Chandra Patel 02/06/2023
Antarctica Endurance Manager, LLC, by Chandra Patel, Manager /s/ Chandra Patel 02/06/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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