HiTech Minerals and Constellation file amended S-4 for SPAC merger

HiTech Minerals Inc., a wholly owned subsidiary of Jindalee Lithium Limited (ASX: JLL), and Constellation Acquisition Corp I (OTCPK: CSTAF) have filed an amended Form S-4 registration statement with the U.S. Securities and Exchange Commission in connection with their proposed business combination, according to a press release.

The amended filing responds to SEC comments received in late July 2026. The Form S-4 must be declared effective before Constellation can convene a shareholder meeting to vote on the transaction. The combined company, US Elemental Inc., is expected to list on Nasdaq under the ticker symbol "ULIT," with closing targeted for the second half of 2026.

The proposed transaction implies a pro forma enterprise value of approximately $576 million. Under the terms of the agreement, Jindalee is expected to retain approximately 80% or more of US Elemental following closing. The transaction includes a planned capital raise of $20–$30 million, including a $4 million PIPE investment from affiliates of Antarctica Capital, LLC. The combined company is expected to hold approximately $15 million in cash at closing after transaction-related expenses.

Upon closing, US Elemental would hold the McDermitt Lithium Project in Oregon, which carries a mineral resource estimate of approximately 21.5 million tonnes of lithium carbonate equivalent, and the Clayton North Project in Nevada.

Ian Rodger, CEO of Jindalee and incoming CEO of US Elemental, said the amended filing "reflects the focused work undertaken by our teams and advisers" and that the filing was completed within three weeks of receiving SEC comments.

The transaction remains subject to regulatory approval and shareholder votes from both Constellation and Jindalee shareholders.

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