Constellation Acquisition Corp I and US Elemental Inc. announced on November 5, 2026 that the SEC has declared effective the Form S-4 registration statement filed in connection with their proposed business combination, advancing the transaction toward a planned Nasdaq listing.

Key Highlights

  • SEC effectiveness: The registration statement on Form S-4 filed by US Elemental Inc. has been declared effective by the SEC, according to the filing.
  • Planned ticker and exchange: US Elemental is expected to list on Nasdaq under the ticker symbol "ULIT" upon completion of the transaction.
  • Jindalee's expected stake: Jindalee Lithium Limited (ASX: JLL; OTCQX: JNDAF) is expected to retain an interest of 80% or more in US Elemental at closing, subject to customary adjustments.
  • PIPE financing target: The transaction contemplates a private investment in public equity financing of approximately $20 million to $30 million, including a binding $4.0 million commitment from an affiliate of Constellation's sponsor, Antarctica.
  • Minimum cash condition: Closing conditions include satisfaction or waiver of a minimum cash condition of $14 million, net of certain transaction expenses.
  • Target timeline: Completion and Nasdaq listing remain targeted for the fourth quarter of 2026, subject to shareholder approval and remaining closing conditions.
  • Jindalee shareholder approval: Jindalee shareholder approval was obtained in June 2026, according to the filing.

Form S-4 Effectiveness and Transaction Terms for US Elemental and Constellation

According to the filing, the SEC declared effective the Form S-4 registration statement submitted by US Elemental Inc., a U.S. lithium development company, in connection with a proposed business combination involving Constellation Acquisition Corp I (OTCPK: CSTAF) and HiTech Minerals Inc., a wholly owned subsidiary of Jindalee Lithium Limited. The filing describes this effectiveness as "a key procedural milestone" that "does not represent SEC approval of the Transaction." Constellation's sponsors have entered into a support agreement under which they have agreed to vote their shares in favor of the transaction, subject to the terms of that agreement.

Upon closing, HiTech Minerals, which the filing states owns 100% of the McDermitt Lithium Project in southeast Oregon, is expected to become a wholly owned subsidiary of US Elemental. The combined company's portfolio is also expected to include the Clayton North Project in Nevada. The PIPE financing structure includes a binding $4.0 million commitment from an affiliate of Antarctica Capital, LLC, of which approximately $1.5 million was funded upon signing of the business combination agreement and a further $2.5 million is committed to be funded at closing, subject to certain conditions. The filing notes that non-binding term sheets for PIPE financing have been received from several U.S. funds, and that "current indications are that the approximately $20 million to $30 million target may be met, subject to further negotiation and execution of definitive financing agreements."

The transaction remains subject to additional conditions, the filing disclosed, including approval by Constellation shareholders, Nasdaq listing approval, receipt of applicable regulatory approvals, and the absence of material adverse change events. Ian Rodger, identified as Chief Executive Officer of HiTech Minerals and incoming Chief Executive Officer of US Elemental, stated in the filing that the registration statement's effectiveness was "achieved within the timeframe previously outlined to shareholders." The filing notes that "there can be no assurance that the remaining conditions will be satisfied or waived, or that the Transaction will be completed on the anticipated timetable or at all."

What Was Disclosed

Constellation Acquisition Corp I filed a Form 425 on November 5, 2026, announcing SEC effectiveness of US Elemental Inc.'s Form S-4 registration statement, disclosing PIPE financing terms of approximately $20 million to $30 million, a minimum cash condition of $14 million, and a targeted fourth-quarter 2026 closing and Nasdaq listing under the ticker "ULIT."