星座收购公司I-A 2025年季度报告

FORM10-Q ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period endedSeptember 30,2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-39945 (Registrant’s telephone number, including area code) Not Applicable(Former name, former address and formal fiscal year, if changed since last report) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of November 13, 2025,7,664,302Class A ordinary shares, par value $0.0001 per share, and150,000Class B ordinary shares, parvalue $0.0001 per share, were issued and outstanding. CONSTELLATION ACQUISITION CORP IForm 10-QFor the Quarter Ended September 30, 2025 Table of Contents PagePART I. FINANCIAL INFORMATION1Item 1.Financial Statements1Condensed Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024.1Unaudited Condensed Statements of Operations for the three and nine months ended September 30, 2025 and2024.2Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and nine months endedSeptember 30, 2025 and 2024.3Unaudited Condensed Statements of Cash Flows for the nine months ended September 30, 2025 and 2024.4Notes to Unaudited Condensed Financial Statements.5Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.22Item 3.Quantitative and Qualitative Disclosures About Market Risk.28Item 4.Controls and Procedures.28PART II - OTHER INFORMATION29Item 1.Legal Proceedings.29Item 1A.Risk Factors.29Item 2.Unregistered Sales of Equity Securities and Use of Proceeds.29Item 3.Defaults upon Senior Securities.29Item 4.Mine Safety Disclosures.29Item 5.Other Information.29Item 6.Exhibits.30Signature31 PART I. FINANCIAL INFORMATION CONSTELLATION ACQUISITION CORP ICONDENSED BALANCE SHEETS Class A ordinary shares subject to possible redemption,64,302and2,367,684shares at redemptionvalue at approximately $13.03and $11.88per share as of September 30, 2025 and December 31,2024, respectively837,91128,123,011 CONSTELLATION ACQUISITION CORP ICONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) CONSTELLATION ACQUISITION CORP ICONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT(UNAUDITED) FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 CONSTELLATION ACQUISITION CORP ICONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED) For the Nine MonthsEndedSeptember 30,20252024Cash Flows from Operating Activities:Net loss$(1,998,996)$(251,494)Adjustments to reconcile net loss to net cash used in operating activities:Interest earned on cash held in Trust Account(98,299)(1,005,309)Change in fair value of warrant liabilities1,169,195(2,370)Changes in operating assets and liabilities:Prepaid expenses29,738(96,116)Accounts payable and accrued expenses431,867587,414Due to related party90,00090,000Net cash used in operating activities(376,495)(677,875) CONSTELLATION ACQUISITION CORP INOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTSSEPTEMBER 30, 2025 Note 1 — Organization and Business Operations Constellation Acquisition Corp I (the “Company”) is a blank check company incorporated in the Cayman Islands on November 20,2020. The Company was 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 (a “Business Combination”). As of September 30, 2025, the Company had not commenced any operations. All activity through September 30, 2025 relates to theCompany’s formation and the initial public offeri