Form 3 Constellation Acquisitio For: Feb 01 Filed by: KOCH INDUSTRIES INC

February 8, 2023 12:45 PM EST

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Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0104
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
1. Name and Address of Reporting Person *

(Last) (First) (Middle)


(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
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)
Class A ordinary shares 500,000
D (1)
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
Warrants (right to buy)   (2)   (2) Class A ordinary shares 166,666 11.5 D (1)  
Explanation of Responses:
1. Spring Creek Capital, LLC ("Spring Creek") is beneficially owned by SCC Holdings, LLC ("SCC"), SCC is beneficially owned by KIM, LLC ("KIM"), KIM is beneficially owned by Koch Investments Group, LLC ("KIG"), KIG is beneficially owned by Koch Investments Group Holdings, LLC ("KIGH"), KIGH is beneficially owned by Koch Industries, Inc. ("Koch Industries"), in each case by means of ownership of all voting equity instruments. Koch Industries, KIGH, KIG, KIM and SCC may be deemed to beneficially own the Class A ordinary shares of Constellation Acquisition Corp I (the "Issuer") held by Spring Creek by virtue of (i) Koch Industries' beneficial ownership of KIGH, (ii) KIGH's beneficial ownership of KIG, (iii) KIG's beneficial ownership of KIM, (iv) KIM's beneficial ownership of SCC and (v) SCC's beneficial ownership of Spring Creek.
2. Each warrant is exercisable for one Class A ordinary share, par value $0.0001 per share, at an exercise price of $11.50 per share, subject to certain adjustments. The warrants will become exercisable on the later of (a) 30 days after completion of the Issuer's initial Business Combination (as defined in the warrant agreement) or (b) 12 months after the closing of the Issuer's initial public offering. The warrants will expire five years after completion of the Issuer's initial Business Combination or earlier upon redemption or liquidation.
Spring Creek Capital, LLC /s/ Raffaele G. Fazio 02/08/2023
** Signature of Reporting Person Date
Koch Industries, Inc. /s/ Raffaele G. Fazio 02/08/2023
** 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 4 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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