Chandra R. Patel
About Chandra R. Patel
Chandra R. Patel, 59, serves as Chief Executive Officer, Chairman, and Director of Constellation Acquisition Corp I (CSTAF) since the 2023 sponsor handover to Antarctica Capital affiliates; he signs as principal executive officer in the company’s filings . He is founder and Managing Partner of Antarctica Capital (since 2010) and previously chaired multiple SPACs; he holds a BA (Summa Cum Laude) from the University of Kansas, an MSc from the London School of Economics, and a JD from Boston College . As a SPAC, CSTAF has no operating revenues or EBITDA; shares trade on OTCQX (CSTAF), with the trust redemption price roughly tracking the stock (Jan 7, 2025 redemption ~$11.88 vs. close $11.81), and a highly reduced public float post-redemptions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Antarctica Capital | Founder & Managing Partner | 2010–present | Built real assets business; developed SIGA®, SARO®, SEREY™ strategies; co-founded private equity, raised first real estate fund . |
| Global Partner Acquisition Corp II (GPAC II) | CEO & Chairman | Jan 2023–Jul 2024 | Led SPAC platform; tenure ended in 2024 . |
| Endurance Acquisition Corp | Chairman | Apr 2021–Oct 2022 | Completed de-SPAC with SatixFy Communications Ltd in Oct 2022 . |
| Stardust Power, Inc. | Director | Jul 2024–Dec 2024 | Board service at energy/technology company . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Life & Security Corp | Chairman | N/A | Insurance company board leadership . |
| Weddell Holdings | Director | N/A | Reinsurance holding entity . |
| EarthDaily Analytics Corp | Director | N/A | Earth observation/data analytics . |
| EarthDaily Constellation Group Inc | Director | N/A | Earth observation/data analytics . |
| Technical Realty Group USA | Director | N/A | Data center owner/operator . |
| eCommunity Holdings | Director | N/A | Fiber asset owner/operator . |
| Play Rugby USA | Director | N/A | Non-profit youth development . |
| LSE North American Advisory Board | Executive Committee Member | N/A | London School of Economics advisory role . |
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Base salary ($) | $0 | $0 | No cash compensation to officers prior to a Business Combination . |
| Target bonus (%) | N/A | N/A | No bonus programs prior to a Business Combination . |
| Actual bonus ($) | $0 | $0 | None paid . |
| Admin fee to Sponsor ($/mo) | Up to $10,000 | Up to $10,000 | Reimbursed to Sponsor for office/administrative support; paid until Business Combination or liquidation . |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| None prior to Business Combination | — | — | — | — | — |
| Governance set-up | — | — | — | — | Compensation to be determined post-transaction by independent compensation committee; committee administers clawback policy . |
Equity Ownership & Alignment
| Holder | Class A Shares | Class B Shares | Ownership % (voting) | Notes |
|---|---|---|---|---|
| Constellation Sponsor LP | 7,600,000 | 150,000 | 99.18% | Sponsor also holds 5,466,667 private placement warrants; not exercisable within 60 days for beneficial ownership reporting . |
| Public shareholders | 64,302 | — | — | Extremely limited public float post-Jan 2025 redemptions . |
| Chandra R. Patel (individual) | — | — | — | Manager of Antarctica Endurance Manager, LLC (Sponsor GP) under “rule of three”; no individual beneficial ownership deemed . |
- Founder shares and private placement warrants are subject to transfer restrictions and lock-ups until post-Business Combination thresholds (e.g., one year; $12.00 trading condition; merger triggers) .
- Sponsor converted 7,600,000 Class B into Class A on Jan 30, 2024, waiving trust funds on these shares; further redemptions in Jan 2025 reduced public float to 64,302 Class A .
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement | Not disclosed; officers serve at the discretion of the Board . |
| Severance benefits | None; no agreements providing benefits upon termination . |
| Change-of-control economics | Not disclosed (no executive change-of-control packages) . |
| Clawback policy | Compensation committee charter includes administration of a clawback policy . |
| Non-compete/non-solicit/garden leave | Not disclosed. |
Board Governance
- Roles: Patel is both Chairman of the Board and CEO (dual-role). Committee chairs are independent directors (Audit: Bob Stefanowski; Compensation: Heiko Faass; Nominating: Nicole Schepanek) . Independent directors (Faass, Schepanek, Stefanowski) hold executive sessions regularly .
- Committee composition and expertise: All audit committee members are financially literate and designated “audit committee financial experts” under SEC rules .
Director Compensation
| Director Compensation Element | 2023 | Notes |
|---|---|---|
| Special committee cash fee (Independent Directors) | $25,000 per independent director | One-time fee related to evaluating a potential Business Combination . |
| Ongoing director retainers | None disclosed prior to Business Combination . |
Related Party Transactions
- Founder shares (8,625,000 initially at $25,000) transferred to Sponsor; independent directors received founder shares (net 38,750 each after forfeitures) . Private placement warrants (5,466,667) purchased for $8.2 million and transferred to Sponsor in the handover .
- Up to $10,000/month paid to Sponsor for office and administrative support .
- Extension financing: Upon extension approvals, the Sponsor or its designees deposit $5,000 monthly to the Trust Account in exchange for non-interest-bearing notes to extend the termination date, up to $55,000 total if all months are used .
Performance & Track Record
- SPAC execution history: Led Endurance Acquisition Corp through a de-SPAC with SatixFy in Oct 2022; managed GPAC II until Jul 2024; multiple board roles in geospatial, insurance, and infrastructure companies indicating breadth across capital-intensive sectors .
- CSTAF operating profile: As a shell company, CSTAF discloses a going concern uncertainty; trust balance dropped to ~$0.78 million post-Jan 2025 redemptions; public float is minimal .
Compensation Committee Analysis
- Composition: Independent directors (Faass—Chair, Schepanek, Stefanowski) .
- Powers: Can retain independent compensation advisors; reviews/approves CEO and Section 16 officer compensation; administers equity and clawback policy post-Business Combination .
- Interlocks: None reported .
Risk Indicators & Red Flags
- Extreme control/concentration: Sponsor controls ~99.18% of voting power; public float only 64,302 shares, elevating governance and liquidity risks .
- Going concern/liquidity: Working capital deficit and mandatory liquidation timeline; trust account nearly exhausted post-redemptions .
- Dual-role governance: CEO also serves as Chairman; independence mitigated through committee structures but concentration persists .
- Conflicts of interest: Officers/directors have fiduciary/contractual duties to other entities and corporate opportunity waivers; potential for conflicts in sourcing deals .
- Market/trading risk: OTC listing, potential delisting risk (OTCQX SPAC 18-month rule), limited liquidity; prior voluntary NYSE delisting .
- Regulatory risk: Potential CFIUS review due to non-U.S. involvement in a Business Combination; could block/delay deals .
Investment Implications
- Alignment: Zero cash pay and lock-ups suggest equity-driven alignment; however, individual beneficial ownership by Patel is not deemed due to “rule of three” control of the Sponsor, making direct alignment opaque despite likely economic interests via Sponsor .
- Retention risk: No employment or severance agreements; post-merger compensation will be determined by independent directors, which may aid governance but provides limited current retention guarantees .
- Trading signals: With a minuscule float and Sponsor’s near-total control, price likely anchors to trust dynamics; any Business Combination could materially alter float, lock-up schedules, and liquidity. The small trust and extension financing imply urgency and execution timing risk .
- Governance watchpoints: CEO/Chair dual role, corporate opportunity waivers, and concentrated control warrant continued monitoring through the de-SPAC process and subsequent board refresh and policy disclosures .