# Constellation Acquisition Corp I (CSTWF) — merger/definitive [pending]
Source: SEC API (secapi.ai) · situation sit_c10d032de11739d5489d · retrieved 2026-08-12T21:22:12.755Z

## Overview
US Elemental Inc. is a special purpose acquisition company vehicle that will hold Jindalee Lithium Limited's US assets, including HiTech Minerals Inc., which owns 100% of the McDermitt Lithium Project in Oregon, one of the largest known lithium resources in the US.

US Elemental Inc. filed a Form S-4 registration statement with the SEC on June 2, 2026, in connection with its proposed business combination with Constellation Acquisition Corp. I (OTCPK: CSTAF), a SPAC sponsored by an affiliate of Antarctica Capital, LLC. Upon completion, US Elemental is expected to become a NASDAQ-listed company under ticker "ULIT" holding Jindalee Lithium Limited's US assets, including the McDermitt Lithium Project in Oregon. Jindalee is expected to retain a majority interest of 80% or more in US Elemental at completion. The transaction includes a planned PIPE capital raise of approximately US$20–30 million and is expected to close in 2H 2026, subject to approval by Constellation and Jindalee shareholders, SEC effectiveness of the S-4, and other customary requirements.

## Terms
- Counterparty: Constellation Acquisition Corp. I · Deal value: $576.0M · Consideration: mixed · Stake: 80%

## Key dates
- Announced 2026-06-04 · Vote 2026-06-30 · Expected close 2026-12-31

## Timeline
- 2026-06-04 · 425 (0001213900-26-065312): 425 - Constellation Acquisition Corp I — *US Elemental Inc. is a U.S. lithium development company focused on advancing large-scale domestic lithium resources, with a portfolio including the McDermitt Lithium Project in Oregon and the Clayton North Project in Nevada.* Constellation Acquisition Corp. I (OTCPK: CSTAF), a special purpose acquisition company sponsored by Antarctica Capital, and HiTech Minerals Inc., a wholly owned subsidiary of Jindalee Lithium Limited (ASX: JLL), announced on June 4, 2026 that they filed a Form S-4 registration statement in connection with their proposed business combination. The transaction, announced on April 9, 2026, would result in HiTech Minerals becoming a wholly owned subsidiary of US Elemental, a newly formed U.S. lithium development company. The proposed business combination implies a pro forma enterprise value of approximately $576 million. Jindalee is expected to roll 100% of its equity interest in the U.S. assets and retain approximately 80% or more of US Elemental following closing, subject to customary adjustments including shareholder redemptions and additional financing. The transaction contemplates a capital raise of approximately $20–30 million, including a $4 million PIPE investment from affiliates of Antarctica Capital. The combined Company is expected to have approximately $15 million of cash on the balance sheet at closing, after transaction-related expenses. The transaction is expected to close in the second half of 2026, subject to regulatory and customary closing conditions, including approval by shareholders of both Constellation and Jindalee.
  https://www.sec.gov/Archives/edgar/data/1834032/0001213900-26-065312.txt
- 2026-06-04 · 425 (0001213900-26-065313): 425 - Constellation Acquisition Corp I — *US Elemental Inc. is a special purpose acquisition company vehicle that will hold Jindalee Lithium Limited's US assets, including HiTech Minerals Inc., which owns 100% of the McDermitt Lithium Project in Oregon, one of the largest known lithium resources in the US.* US Elemental Inc. filed a Form S-4 registration statement with the SEC on June 2, 2026, in connection with its proposed business combination with Constellation Acquisition Corp. I (OTCPK: CSTAF), a SPAC sponsored by an affiliate of Antarctica Capital, LLC. Upon completion, US Elemental is expected to become a NASDAQ-listed company under ticker "ULIT" holding Jindalee Lithium Limited's US assets, including the McDermitt Lithium Project in Oregon. Jindalee is expected to retain a majority interest of 80% or more in US Elemental at completion. The transaction includes a planned PIPE capital raise of approximately US$20–30 million and is expected to close in 2H 2026, subject to approval by Constellation and Jindalee shareholders, SEC effectiveness of the S-4, and other customary requirements.
  https://www.sec.gov/Archives/edgar/data/1834032/0001213900-26-065313.txt

## Citations
- 0001213900-26-065312 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026065312
- 0001213900-26-065313 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000121390026065313