Constellation Acquisition Corp I filed a Form 425 on November 5, 2026, disclosing that the SEC has declared effective the Form S-4 Registration Statement for the proposed business combination between HiTech Minerals Inc. and Constellation that would result in US Elemental Inc. listing on Nasdaq.

Key Highlights

  • S-4 declared effective: The SEC has declared effective the Form S-4 Registration Statement filed by US Elemental Inc. in connection with the proposed business combination.
  • Planned Nasdaq ticker: US Elemental is expected to list on Nasdaq under the ticker symbol "ULIT" upon closing of the transaction.
  • Majority stake retained: Jindalee Lithium Limited (ASX:JLL, OTCQX:JNDAF) expects to retain a majority interest of 80% or more in US Elemental at closing, subject to customary adjustments.
  • PIPE financing target: The business combination contemplates a PIPE financing of approximately US$20 million to US$30 million, including a binding US$4.0 million commitment from an affiliate of Antarctica, Constellation's sponsor.
  • Minimum cash condition: Closing conditions include satisfaction or waiver of a minimum cash condition of US$14 million, net of certain transaction expenses.
  • Q4 2026 target: The parties continue to target completion of the business combination and the Nasdaq listing of US Elemental in the fourth quarter of 2026.
  • Shareholder approval path: SEC effectiveness allows Constellation to convene its Extraordinary General Meeting for shareholders to consider and vote on the business combination and related proposals.

McDermitt Lithium Project Set for Nasdaq Listing via US Elemental SPAC Merger

According to the filing, the SEC's declaration of effectiveness of the Form S-4 Registration Statement is described as "a procedural step and does not represent SEC approval of the Business Combination." The announcement was made by Constellation Acquisition Corp I (OTCPK:CSTAF), a special purpose acquisition company sponsored by affiliates of Antarctica Capital, LLC, which filed the Form 425 pursuant to Rule 425 under the Securities Act of 1933. The subject company is US Elemental Inc. (Reg. No. 333-296412).

The proposed transaction involves a merger between Jindalee's wholly owned subsidiary HiTech Minerals Inc., which owns 100% of the McDermitt Lithium Project in southeast Oregon, and Constellation. Upon closing, HiTech Minerals is expected to become a wholly owned subsidiary of US Elemental. The filing disclosed that Constellation's sponsors have entered into a support agreement under which they have agreed to vote their shares in favour of the business combination, subject to the terms of that agreement. Jindalee shareholder approval for the business combination was obtained in June 2026, according to the filing.

Regarding the PIPE financing, the filing stated that approximately US$1.5 million of the US$4.0 million binding Antarctica affiliate commitment was funded upon signing of the business combination agreement, with a further US$2.5 million committed to be funded at closing, subject to certain conditions. The filing also noted that US Elemental has received non-binding term sheets for PIPE financing from several US funds, and that "current indications are that the approximately US$20 million to US$30 million target may be met, subject to further negotiation and execution of definitive financing agreements." Remaining closing conditions include Constellation shareholder approval, Nasdaq listing approval, receipt of applicable regulatory approvals, and the absence of material adverse change events. The filing contains forward-looking statements that are the company's own and are subject to its cautionary language, including that there can be no assurance the business combination will be completed on the anticipated timetable or at all.

What Was Disclosed

Constellation Acquisition Corp I filed a Form 425 disclosing that the SEC declared effective the US Elemental Form S-4 Registration Statement, enabling a shareholder vote on the proposed SPAC business combination targeting a Nasdaq listing of US Elemental under ticker "ULIT" in Q4 2026.