The deal will create US-listed US Elemental Inc. backed by Australia’s Jindalee Lithium, with a $14 million minimum cash condition and preferred stock financing from an Antarctica Capital affiliate.

April 09, 2026

Constellation Acquisition Corp I, a Cayman Islands-based special purpose acquisition company trading on the OTCID Basic Market under the ticker CSTAF, announced on April 9, 2026, that it has entered into a definitive business combination agreement with HiTech Minerals Inc., a Nevada corporation and subsidiary of Australia-listed Jindalee Lithium Limited. The transaction values the combined entity at $500 million in equity and is expected to close in the second half of 2026.

Transaction Structure

The deal will create a new publicly listed Delaware holding company called US Elemental Inc., which will become the parent of both the surviving SPAC entity and HiTech Minerals following a two-step merger. Constellation will first merge into a newly formed subsidiary of US Elemental, after which a second subsidiary will merge into HiTech, with HiTech surviving as a wholly owned subsidiary of the new public company.

Upon completion, each Class A and Class B ordinary share of Constellation will convert into one share of US Elemental common stock. Each outstanding Constellation warrant will be assumed by US Elemental and converted into a warrant to purchase one share of the new company.

Loan Settlements and Sponsor Provisions

Intercompany amounts from Jindalee to HiTech that existed as of September 3, 2025, will be settled through the issuance of US Elemental loan warrants, calculated by dividing the outstanding principal by $1.50 per warrant. Any intercompany financing extended after that date may, at Jindalee’s election, be settled in cash or converted into US Elemental common shares at a 15 percent discount to the IPO price. Existing sponsor loans will similarly convert into loan warrants at the same $1.50 ratio, while continuing sponsor loans for transaction expenses will be repaid in cash.

Closing Conditions and Governance

The transaction is conditioned on shareholder approvals from Constellation, HiTech, and Jindalee, effectiveness of a registration statement on Form S-4, and the absence of legal restraints. HiTech’s obligation to close is also subject to a minimum cash condition of $14 million.

The post-closing board of US Elemental will consist of seven directors — one appointed by Constellation and up to six appointed by HiTech. The board will also adopt an equity incentive plan before closing.

Support Agreements

Constellation Sponsor LP committed to vote all shares in favor of the transaction, waive anti-dilution rights on Class B shares, forfeit a specified number of shares if required, refrain from redeeming any shares, and observe a post-closing lock-up. Jindalee committed to deliver written consent approving the deal, hold a shareholders’ meeting, and observe its own lock-up. Certain Jindalee shareholders entered separate voting agreements pledging support, and Class B holders agreed to vote in favor, waive anti-dilution protections, and observe a 12-month lock-up.

Preferred Stock and Financing

Endurance Antarctica Partners II, LLC — an affiliate of Antarctica Capital and the Constellation Sponsor — purchased 1,550 shares of 12 percent Series A Cumulative Convertible Preferred Stock from HiTech for $1,550,000 and committed to acquire an additional $2.5 million in equity or equity-linked securities of US Elemental on terms substantially similar to any future PIPE financing.

The preferred stock carries a 12 percent annual dividend if paid in kind or 10 percent if paid in cash, compounding quarterly. In default, the rate increases to 15 percent. The initial conversion price is $1,000 per share, subject to a downward reset mechanism beginning six months after closing based on the 20-day trailing VWAP, with a floor of $7.50 per share. The preferred stock ranks senior to all other equity for dividends and liquidation.

US Elemental may redeem the preferred stock subject to certain premiums, while the purchaser may redeem at 100 percent of accrued value after five years. A change of control triggers a mandatory repurchase offer. Protective provisions require majority preferred holder consent for changes to the preferred stock’s rights, additional issuances, or charter amendments that adversely affect the class.

Warrants issued in connection with the preferred purchase will expire five years from closing with an initial exercise price of $11.50 per share. Jindalee executed a parent guarantee backing HiTech’s redemption obligation if the deal is terminated.

Termination Provisions

The agreement may be terminated by mutual consent, failure to obtain shareholder approvals, regulatory prohibition, material breach by either party, or if the deal has not closed by January 9, 2027. If terminated under certain circumstances related to Jindalee’s board changing its recommendation or entering an alternative acquisition agreement, HiTech would reimburse Constellation’s documented expenses up to $6 million.

The disclosure was signed by Chandra R. Patel, Chief Executive Officer of Constellation Acquisition Corp I.