Sec Form 13G Filing - Constellation Sponsor GmbH & Co. KG filing for Constellation Acquisition Corp I (CSTAF) - 2022-02-11

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G
(Amendment No.)*

 

Under the Securities Exchange Act of 1934

 

Constellation Acquisition Corp I
(Name of Issuer)

 

Class A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)

 

G2R18K105**
(CUSIP Number)

 

December 31, 2021
(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐  Rule 13d-1(b)

 

☐  Rule 13d-1(c)

 

☒  Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

**There is no CUSIP number assigned to the Class B Ordinary Shares. CUSIP number G2R18K105 has been assigned to the Class A Ordinary Shares of the Issuer, which are listed on The New York Stock Exchange under the symbol “CSTA.”

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. G2R18K105				Schedule 13G
1	NAME OF REPORTING PERSON Constellation Sponsor GmbH & Co. KG
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Germany
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:		5	SOLE VOTING POWER   7,633,750 (1)
		6	SHARED VOTING POWER   - 0 -
		7	SOLE DISPOSITIVE POWER   7,633,750 (1)
		8	SHARED DISPOSITIVE POWER   - 0 -
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   7,633,750 (1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   19.7% (1)
12	TYPE OF REPORTING PERSON   PN

(1) See Item 4 below. The Reporting Person owns 7,633,750 Class B Ordinary Shares of the Issuer, which are automatically convertible into the Issuer’s Class A Ordinary Shares as more fully described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-251974).

 

 

 

Item 1(a). Name of Issuer:

 

Constellation Acquisition Corp I (the “Issuer”)

 

Item 1(b). Address of Issuer’s Principal Executive Offices:

 

181 Westchester Ave
Suite 407A
Port Chester, NY

 

Item 2(a). Name of Person Filing:

 

Constellation Sponsor GmbH & Co. KG (the “Reporting Person”)

 

Item 2(b). Address of Principal Business Office or, if none, Residence:

 

c/o MC Investments GmbH
Tuerkenstrasse 7
80333 Munich
Germany

 

Item 2(c). Citizenship:

 

Germany

 

Item 2(d). Titles of Classes of Securities:

 

Class A Ordinary Shares, par value $0.0001 per share.

 

Item 2(e). CUSIP Number:

 

G2R18K105

 

Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a(n):

 

(a)	☐	Broker or dealer registered under Section 15 of the Exchange Act (15 U.S.C. 78o).
(b)	☐	Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c)
(c)	☐	Insurance company as defined in Section 3(a)(19) of the Exchange Act (15 U.S.C. 78c).
(d)	☐	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e)	☐	Investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).
(f)	☐	Employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).
(g)	☐	Parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h)	☐	Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i)	☐	Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j)	☐	Non-U.S. institution, in accordance with § 240.13d-1(b)(1)(ii)(J).
(k)	☐	Group in accordance with §240.13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution: ______________.

 

Item 4. Ownership

 

The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.

 

As of December 31, 2021, the Reporting Person may be deemed to beneficially own 7,633,750 shares of the Issuer’s Class B Ordinary Shares, representing 19.7% of the total Class A and Class B Ordinary Shares issued and outstanding. The Class B Ordinary Shares are automatically convertible into the Issuer’s Class A Ordinary Shares at the time of the Issuer’s initial business combination on a one-for-one basis, subject to adjustment, as more fully described under the heading “Description of Securities – Founder Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-251974).

 

Constellation Sponsor GmbH & Co. KG is the record holder of such Class B Ordinary Shares, and Constellation Sponsor GmbH & Co. KG is controlled by Kleinfeld Constellation Investment, LLC, which is controlled by Klaus Kleinfeld, MC. Squared Holding AG, which is controlled by Christoph Zeiss, and W Beteiligungen GmbH, which is controlled by Martin Weckwerth. As such, Kleinfeld Constellation Investment, LLC, MC. Squared Holding AG and W Beteiligungen GmbH are in control of voting and investment decisions with respect to the Class B ordinary shares held of record by our sponsor and may be deemed to have shared beneficial ownership of the Class B ordinary shares held directly by our sponsor, and Klaus Kleinfeld, Christoph Zeiss and Martin Weckwerth may be deemed to have shared indirect beneficial ownership of the Class B ordinary shares held directly by our sponsor. Each of such parties disclaims beneficial ownership of the Class B ordinary shares held directly by our sponsor except to the extent of any pecuniary interest therein.

 

Item 5. Ownership of Five Percent or Less of a Class.

 

Not Applicable.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

 

Not Applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

 

Not Applicable.

 

Item 8. Identification and Classification of Members of the Group.

 

Not Applicable.

 

Item 9. Notice of Dissolution of Group.

 

Not Applicable.

 

Item 10. Certification.

 

Not Applicable.

 

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Dated: February 11, 2022

 

	Constellation Sponsor GmbH & Co. KG
	By:	/s/ Martin Weckwerth
		Name:	Martin Weckwerth
		Title:	Authorized Signatory