Welcome to our dedicated page for Constellation Acquisition I SEC filings (Ticker: CSTAF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Our SEC filing database is enhanced with expert analysis from Rhea-AI, providing insights into the potential impact of each filing on Constellation Acquisition I's stock performance. Each filing includes a concise AI-generated summary, sentiment and impact scores, and end-of-day stock performance data showing the actual market reaction. Navigate easily through different filing types including 10-K annual reports, 10-Q quarterly reports, 8-K current reports, proxy statements (DEF 14A), and Form 4 insider trading disclosures.
Designed for fundamental investors and regulatory compliance professionals, our page simplifies access to critical SEC filings. By combining real-time EDGAR feed updates, Rhea-AI's analytical insights, and historical stock performance data, we provide comprehensive visibility into Constellation Acquisition I's regulatory disclosures and financial reporting.
Constellation Acquisition Corp I is a SPAC that has not yet completed a business combination and reported very small total assets of $691,183 as of June 30, 2026, of which $660,761 is cash in its Trust Account tied to 46,529 redeemable Class A shares. Liabilities totaled $20.8 million, including $3.4 million of warrant liabilities, $4.34 million of deferred underwriting fees and $3.18 million of related-party convertible promissory notes, resulting in a shareholders’ deficit of about $20.7 million.
The company recorded a net loss of $3.94 million for the six months ended June 30, 2026, significantly higher than $0.67 million a year earlier, driven by higher general and administrative expenses and unfavorable warrant revaluation. Management discloses a working capital deficit of $9.82 million (excluding the convertible note) and states that the liquidity position and mandatory liquidation deadline of August 29, 2026 (extendable to January 29, 2027) raise substantial doubt about its ability to continue as a going concern.
On April 9, 2026, Constellation signed a Business Combination Agreement to merge with HiTech Minerals Inc., implying an equity value of $500 million for the combined business, with closing targeted for the second half of 2026, subject to shareholder approvals and customary conditions. Concurrently, an affiliate of the sponsor invested $1.55 million in 12% Series A Convertible Preferred Stock of HiTech and committed an additional $2.5 million in PubCo equity or equity-linked securities, with structured dividend, conversion, and warrant terms. The SPAC has repeatedly extended its termination date through sponsor-funded promissory notes and extension deposits into the Trust Account and now has a very limited public float after multiple large redemptions.
Constellation Acquisition Corp I (CSTAF) reported that an amended Form S-4 registration statement has been filed with the SEC for its proposed business combination with US Elemental Inc., Jindalee Lithium Limited’s U.S. subsidiary HiTech Minerals, Inc., and related parties. The amended filing responds to SEC comments received in late July 2026 and is described as a key step in the SEC review process, which must be completed before Constellation can call a shareholder meeting to vote on the transaction. If completed, US Elemental is expected to become a NASDAQ-listed company holding Jindalee’s U.S. assets, including 100% of the McDermitt Lithium Project, with Jindalee retaining a majority interest of at least 80% in US Elemental, subject to adjustments. The structure includes a contemplated capital raise of approximately US$20–30 million, anchored by a binding US$4.0 million commitment from an affiliate of Constellation’s sponsor, and is subject to conditions such as SEC effectiveness of the Form S-4, Constellation shareholder approval, NASDAQ listing approval, a minimum cash condition of US$14 million net of certain expenses, and other customary regulatory and closing conditions, with no assurance the transaction will close.
Constellation Acquisition Corp I (CSTAF) and HiTech Minerals, a subsidiary of Jindalee Lithium, announced the filing of an amended Form S-4 registration statement for their proposed business combination to create US Elemental Inc., expected to list on Nasdaq under the ticker “ULIT”.
The amended filing responds to initial SEC comments received in late July 2026 and is described as a key step in the SEC review process; the Form S-4 must be declared effective before Constellation can hold its shareholder meeting to approve the transaction. The proposed combination implies a pro forma enterprise value of approximately $576 million and is expected to close in the second half of 2026, subject to regulatory and shareholder approvals.
Upon closing, US Elemental would hold the McDermitt Lithium Project in Oregon, with a mineral resource estimate of approximately 21.5 million tonnes of lithium carbonate equivalent, and the Clayton North Project in Nevada. Constellation is a SPAC sponsored by affiliates of Antarctica Capital, which reported $10 billion of assets under management as of December 31, 2025.
Constellation Acquisition Corp I reported leadership changes effective August 6, 2026. Graeme Shaw resigned as Chief Technology Officer and Richard C. Davis resigned as President, both effective immediately. Davis will continue to serve as a member of the board of directors.
The company stated that Shaw’s and Davis’s resignations did not result from any disagreements on operations, policies, or practices. The company’s Class A ordinary shares have a par value of $0.0001 per share, and its redeemable warrants are exercisable for one Class A ordinary share at an exercise price of $11.50.
Constellation Acquisition Corp I distributed a Nasdaq video interview with Ian Rodger, incoming CEO of US Elemental, describing plans to develop the McDermitt Lithium Project, described as a large, strategic U.S. lithium resource aimed at supplying battery-grade lithium carbonate into domestic battery supply chains.
Rodger highlights the project as a tier one, large-scale, long-life, low-cost American battery-chemical source, notes U.S. battery capacity of about 200 gigawatt hours with limited domestic lithium production, and positions Nasdaq listing as the pathway to fund feasibility work through a final investment decision.
The communication emphasizes government support, including participation in the FAST-41 initiative and a cooperative research and development agreement with the U.S. Department of Energy, and outlines extensive forward-looking statement cautions, the planned Form S-4 Registration Statement, proxy solicitation process, and that the communication is not an offer or solicitation for any securities.
Constellation Acquisition Corp I created a new short-term obligation when it drew $5,000 on July 29, 2026 under an unsecured promissory note with Constellation Sponsor LP. The funds were deposited into the trust account and extend the deadline to complete its initial business combination from July 29, 2026 to August 29, 2026.
This is the sixth of up to eleven permitted one-month extensions under its amended and restated memorandum and articles of association. The note bears no interest, matures upon closing of the initial business combination, and if no transaction occurs, is repayable only from funds remaining outside the trust account, if any.
Constellation Acquisition Corp I reports that Ian Rodger, CEO of HiTech Minerals and incoming CEO of US Elemental Inc. (PubCo), participated in a Water Tower Research Fireside Chat on July 16, 2026. The discussion focused on the proposed business combination among Constellation Acquisition Corp I (CSTA), HiTech and PubCo and the anticipated Nasdaq listing of PubCo.
The company furnishes, but does not file, the transcript of this discussion as Exhibit 99.1, meaning it is not incorporated into Securities Act or Exchange Act filings or subject to related liability provisions. Extensive forward-looking statement and no-offer disclaimers emphasize that projections about resources, financial metrics, capitalization, redemptions, financing (including potential PIPE capital raises) and regulatory or listing outcomes involve significant risks and uncertainties.
The filing also explains that CSTA, Jindalee, PubCo and HiTech are preparing a Registration Statement on Form S-4, which will include a proxy statement/prospectus for CSTA shareholders to vote on the business combination, and urges investors to review those documents carefully when available.
Constellation Acquisition Corp I furnished a transcript of a Water Tower Research fireside chat where incoming US Elemental Inc. CEO Ian Rodger discussed the proposed business combination among Constellation, HiTech Minerals and US Elemental and the planned Nasdaq listing of US Elemental under ticker ULIT.
Rodger described the McDermitt Lithium Project in Oregon, currently owned by Jindalee through HiTech, as a Tier 1 asset with 21.5 million tons of lithium carbonate equivalent. A 2024 prefeasibility study outlined a 63‑year mine life, 40,000–50,000 tonnes of battery‑grade lithium carbonate per year, NPV of over $3 billion, and an IRR just under 18%. In connection with the listing, he said the parties expect to raise $20–$30 million to fund the next phase of work.
He highlighted permitting and policy advantages, including FAST‑41 federal permitting status, a cooperative research and development agreement with the U.S. Department of Energy, workforce and conservation MoUs, and a roadmap that includes an infill drill program this quarter, a feasibility study targeted for completion by the end of 2027, and an aim to finance, construct and reach production in the early 2030s.
Constellation Acquisition Corp I reported that Ian Rodger, CEO of HiTech Minerals and incoming CEO of US Elemental Inc., will participate in a Water Tower Research Fireside Chat on July 16, 2026 to discuss their proposed business combination and the anticipated Nasdaq listing of US Elemental under the ticker "ULIT".
US Elemental is described as a U.S. lithium development company advancing the McDermitt Lithium Project in Oregon and the Clayton North Project in Nevada. The SPAC partners, including Jindalee Lithium and Constellation’s sponsor Antarctica Capital, note that a Registration Statement on Form S-4 has been filed, which will include a proxy statement/prospectus for Constellation shareholders before any vote on the transaction.
The disclosure includes extensive forward-looking statement and risk-factor language, states that the communication is not an offer or solicitation for any securities, and directs investors to the Registration Statement, Constellation’s Annual Report on Form 10-K and future SEC filings for detailed information about the transaction and related risks.