Constellation Acquisition I Announces HiTech Minerals Combination

Constellation Acquisition I ( (CSTAF) ) has provided an update.

On April 9, 2026, Constellation Acquisition Corp. I and HiTech Minerals signed a business combination agreement to form US Elemental Inc., which will hold HiTech’s U.S. lithium assets, including the McDermitt Lithium Project in Oregon and the Clayton North Project in Nevada. The deal, which values US Elemental at an implied pro forma enterprise value of about $571 million and an equity value of $500 million, is expected to close in the second half of 2026, subject to shareholder approvals, regulatory clearances and a $14 million minimum cash condition.

Under the multi‑step structure, Constellation will merge into a subsidiary of newly created US Elemental, HiTech will become a wholly owned subsidiary of US Elemental, and all Constellation shares and warrants will convert into US Elemental securities, with sponsor and Class B holders waiving anti‑dilution protections and agreeing to lock‑ups. Jindalee Lithium, HiTech’s Australian‑listed parent, will roll 100% of its interest in the U.S. assets and is expected to retain a majority stake of roughly 80% or more in US Elemental, positioning the new company to advance what is described as one of the largest U.S. lithium resources at a time of growing domestic demand for battery materials.

The transaction is designed to give US Elemental direct access to U.S. public markets and institutional capital while aligning with U.S. policy goals to secure critical mineral supply chains for electric vehicles, battery storage and advanced manufacturing. A concurrent capital plan contemplates raising approximately $20–30 million, including a $4 million PIPE commitment from an affiliate of Antarctica Capital, and a separate $1.55 million Series A cumulative convertible preferred investment that will roll into preferred stock and warrants of US Elemental at closing, enhancing the company’s funding profile for feasibility work, permitting and project development.

Governance and support arrangements include sponsor and Jindalee voting agreements to back the deal, vote in favor of all related proposals and restrict transfers, with Jindalee and other supportive shareholders committing to maintain their positions through closing. Termination provisions allow either side to walk away under customary conditions, including failure to obtain required shareholder approvals or to close by January 9, 2027, with HiTech obligated in certain scenarios to reimburse Constellation’s transaction expenses up to $6 million, underscoring execution risk but also providing partial cost protection for the SPAC and its investors.

More about Constellation Acquisition I

Constellation Acquisition Corp. I is a special purpose acquisition company sponsored by Antarctica Capital, formed to merge with operating businesses and take them public. Through its proposed combination with HiTech Minerals’ U.S. lithium assets, it aims to create US Elemental Inc., a Nasdaq‑listed lithium development company focused on large domestic resources like the McDermitt and Clayton North projects.

Average Trading Volume: 600

Technical Sentiment Signal: Buy

Current Market Cap: $101.5M

See more data about CSTAF stock on TipRanks’ Stock Analysis page.