Filed
by Constellation Acquisition Corp I
Pursuant
to Rule 425 under the Securities Act of 1933
and
deemed filed pursuant to Rule 14a-12
under
the Securities Exchange Act of 1934
Subject
Company: US Elemental Inc.
(Reg.
No. 333-296412)
SEC
Declares US Elemental Form S-4 Effective
| ● | US
SEC has declared effective the Form S-4 Registration Statement for the proposed US Elemental
Business Combination |
| | |
| ● | US
Elemental expected to list on Nasdaq under the ticker “ULIT”, with Jindalee expected to retain a majority
interest of 80% or more |
| | |
| ● | Completion
and Nasdaq listing continue to be targeted for Q4 2026 |
Engage
with this announcement at the Jindalee Investor Hub.
Jindalee
Lithium Limited (Jindalee, or the Company; ASX: JLL, OTCQX: JNDAF) is pleased to advise that the US Securities
and Exchange Commission (SEC) has declared effective the registration statement on Form S-4 (as amended, the Registration Statement)
filed by US Elemental Inc. (US Elemental) in connection with the proposed business combination between Jindalee’s wholly
owned subsidiary HiTech Minerals Inc. (HiTech Minerals) and Constellation Acquisition Corp I (Constellation; OTCPK: CSTAF),
a special purpose acquisition company sponsored by affiliates of Antarctica Capital, LLC (Antarctica) (Business Combination).
HiTech Minerals owns 100% of the McDermitt Lithium Project1 in southeast Oregon.
The
SEC has declared the Registration Statement effective, allowing Constellation to convene its Extraordinary General Meeting for shareholders
to consider and vote on the Business Combination and related proposals. Constellation’s sponsors have entered into a support agreement
under which they have agreed to vote their shares in favour of the Business Combination, subject to the terms of that agreement2.
SEC
effectiveness addresses the critical path to completion of the Business Combination and is a key step towards the proposed Nasdaq listing
of McDermitt via US Elemental. It is a procedural step and does not represent SEC approval of the Business Combination. On completion,
McDermitt will be held by US Elemental, a Nasdaq-listed lithium company in which Jindalee expects to retain a majority interest2,3.
Jindalee’s
Managing Director and CEO Ian Rodger commented: “Effectiveness of the Registration Statement is the culmination of a thorough
SEC review process that began with our initial filing in June 2026 and has been achieved within the timeframe we previously outlined
to shareholders. Our focus now turns to closing the PIPE financing, the Constellation shareholder meeting, Nasdaq listing approval and
the remaining closing conditions. Subject to completion of those steps, we are targeting completion of the Business Combination and the
listing of McDermitt on Nasdaq through US Elemental in Q4 2026 and look forward to updating the market as the Business Combination progresses.”
Transaction
Overview
Upon
closing, US Elemental is expected to become a Nasdaq-listed company trading under the ticker symbol “ULIT” and holding Jindalee’s
US assets. HiTech Minerals is expected to become a wholly owned subsidiary of US Elemental and Jindalee is expected to retain a majority
interest of 80% or more in US Elemental at closing, subject to customary adjustments.
The
Business Combination contemplates a private investment in public equity (PIPE) financing of approximately US$20 million to US$30 million.
This includes a binding US$4.0 million commitment from an affiliate of Antarctica, Constellation’s sponsor, of which approximately
US$1.5 million was funded upon signing of the business combination agreement and a further US$2.5 million is committed to be funded at
closing, subject to certain conditions. As previously announced, US Elemental has received non-binding term sheets for PIPE financing
from several US funds, and current indications are that the approximately US$20 million to US$30 million target may be met, subject to
further negotiation and execution of definitive financing agreements.
The
Business Combination remains subject to the satisfaction or waiver of customary regulatory and closing conditions, including approval
by Constellation shareholders, Nasdaq listing approval, receipt of applicable regulatory approvals, satisfaction or waiver of the minimum
cash condition of US$14 million (net of certain transaction expenses) and the absence of material adverse change events. Jindalee shareholder
approval for the Business Combination was obtained in June 2026.
The
parties continue to target completion of the Business Combination and the listing of US Elemental on Nasdaq in the fourth quarter of
2026. There can be no assurance that the remaining conditions will be satisfied or waived, or that the Business Combination will be completed
on the anticipated timetable or at all.
Advisors
Cohen
& Company Capital Markets, a division of Cohen & Company Securities, LLC, is acting as capital markets advisor and placement
agent in connection with the Business Combination and associated PIPE financing.
Alliance
Advisors, LLC has been engaged to provide investor relations and communications support in connection with the Business Combination.
Ashurst
Perkins Coie US LLP is acting as US legal counsel to Jindalee. Piper Alderman is acting as Australian legal counsel to Jindalee. Kirkland
& Ellis LLP is acting as US legal counsel to Constellation.
Authorised
for release by the Jindalee Board of Directors. For further information please contact:
| IAN
RODGER |
LINDSAY DUDFIELD |
| |
|
| Managing Director & Chief Executive Officer |
Executive Director |
| T: |
+ 61 8 9321 7550 |
T: |
+ 61 8 9321 7550 |
| E: |
enquiry@jindaleelithium.com |
E: |
enquiry@jindaleelithium.com |
References
| 1. | Jindalee
Lithium ASX announcement 19/11/2024: “McDermitt Lithium Project Pre-Feasibility Study”. |
| 2. | Jindalee
Lithium ASX announcement, 10/04/2026: “Jindalee Signs BCA to List McDermitt on NASDAQ”. |
| 3. | Jindalee
Lithium ASX announcement, 13/08/2026: “Amended Form S-4 Filed as SPAC Transaction Progresses”. |
About
Jindalee
Jindalee
Lithium Limited (Jindalee) is an Australian company focused on developing the McDermitt Project, one of the largest lithium resources
in the US1. With 100% ownership and unencumbered offtake rights, Jindalee is strategically positioned to support America’s
energy security and domestic supply of critical minerals. In 2024 the Company completed a Pre-Feasibility Study (PFS) confirming McDermitt’s
scale, long life and low-cost production potential, with strong engagement from US government agencies, including the Department of Energy.
As a deeply undervalued lithium (and potentially magnesium) developer, Jindalee presents a compelling investment opportunity.
Forward-Looking
Statements
This
document may contain certain forward-looking statements. Forward-looking statements include but are not limited to statements concerning
Jindalee’s current expectations, estimates and projections about the industry in which Jindalee operates, and beliefs and assumptions
regarding Jindalee’s future performance. When used in this document, words such as “anticipate”, “could”,
“plan”, “estimate”, “expects”, “seeks”, “intends”, “may”, “potential”,
“should”, “indication”, and similar expressions are forward-looking statements. Although Jindalee believes that
its expectations reflected in these forward-looking statements are reasonable, such statements are subject to known and unknown risks,
uncertainties and other factors, some of which are beyond the control of Jindalee and no assurance can be given that actual results will
be consistent with these forward-looking statements.
This
document may contain certain forward-looking statements, including statements regarding the proposed Transaction, the SEC review process
and the anticipated timing of completion. Forward-looking statements are based on Jindalee’s current expectations, estimates and
assumptions and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Jindalee’s control.
Actual
results, performance or outcomes may differ materially from those expressed or implied in forward-looking statements. There can be no
assurance that the proposed Transaction will be completed, that the Form S-4 will be declared effective by the SEC, that NASDAQ listing
approval will be obtained, or that any other closing condition will be satisfied or waived. Jindalee undertakes no obligation to update
or revise forward-looking statements except as required by law.
FORWARD-LOOKING
STATEMENTS
Certain
statements included in this press release are not historical facts but are forward-looking statements, including for purposes of the
safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,”
“project,” “forecast,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” “target,” and similar expressions that predict or indicate future events or
trends or that are not statements of historical matters, but the absence of these words does not mean that a statement is not forward-looking.
These forward-looking statements include, but are not limited to (1) statements regarding estimates and forecasts of financial, performance
and operational metrics, projections of market opportunity, anticipated size of the lithium resources, expected support from Jindalee,
expected NPV or post-tax IRR, and planned production per year; (2) references with respect to the anticipated benefits of the Transaction
and the projected future financial and operational performance of US Elemental following the Transaction, which may be affected by, among
other things, competition, the ability of US Elemental to grow and manage growth profitably, maintain relationships and retain its management
and key employees; (3) the sources and uses of cash of the Transaction; (4) the anticipated capitalization and enterprise value of US
Elemental following the consummation of the Transaction; (5) statements regarding US Elemental’s operations following the Transaction;
(6) the amount of redemption requests made by Constellation’s public shareholders; (7) current and future potential commercial
relationships; (8) plans, intentions or future operations of US Elemental or HiTech Minerals, including relating to the finalization,
completion of any studies, feasibility studies or other assessments or relating to attainment, retention or renewal of any assessments,
permits, licenses or other governmental notices or approvals, or the commencement or continuation of any construction or operations of
plants or facilities; (9) the ability of US Elemental or Constellation to issue equity or equity-linked securities in the future or raise
additional capital in a PIPE financing; (10) the outcome of any legal proceedings that may be instituted against Constellation, Jindalee,
US Elemental and HiTech Minerals (together, the “Contracting Parties”); (11) changes to the proposed structure of the Transaction
that may be required or appropriate as a result of applicable laws or regulations; (12) the ability to meet stock exchange listing standards
following the Transaction; (13) the risk that the Transaction disrupts current plans and operations of Constellation, US Elemental or
HiTech Minerals; (14) the availability of federal, state or local government support, and risks related to extensive regulation, compliance
obligations and rigorous enforcement by federal, state, and non-U.S. governmental authorities; and (15) expectations related to the terms
and timing of the Transaction and the ability of the parties to successfully consummate the Transaction. These statements are based on
various assumptions, whether or not identified in this press release, and on the current expectations of the Contracting Parties’
management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only
and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive
statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.
Many actual events and circumstances are beyond the control of the Contracting Parties. These forward-looking statements are subject
to a number of risks and uncertainties, as set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements and Risk Factor Summary” in Constellation’s Annual Report on Form 10-K for the year ended December
31, 2025 (the “Annual Report”), the section entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in the Form S-4 and in those other documents that Constellation has filed, or that US Elemental and Constellation will
file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from
the results implied by these forward-looking statements. The risks and uncertainties above are not exhaustive, and there may be additional
risks that none of the Contracting Parties presently know or that they currently believe are immaterial that could also cause actual
results to differ from those contained in the forward-looking statements. In addition, forward looking statements reflect relevant Contracting
Parties’ expectations, plans or forecasts of future events and views as of the date of this press release. Each of the Contracting
Parties anticipate that subsequent events and developments will cause those assessments to change. However, while the Contracting Parties
may elect to update these forward-looking statements at some point in the future, each of the Contracting Parties specifically disclaim
any obligation to do so. These forward-looking statements should not be relied upon as representing any of the Contracting Parties’
assessments as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking
statements.
ADDITIONAL
INFORMATION AND WHERE TO FIND IT
In
connection with the Transaction, the Contracting Parties prepared and US Elemental filed a Form S-4 with the SEC, which includes a proxy
statement to be distributed to Constellation’s shareholders in connection with Constellation’s solicitation for proxies for
the vote by Constellation’s shareholders in connection with the Transaction and other matters as described in the Form S-4, as
well as the prospectus relating to the offer of the securities of US Elemental in connection with the completion of the Transaction.
After the Form S-4 has been declared effective, Constellation will mail a definitive proxy statement and other relevant documents to
its shareholders as of the record date to be established for voting on the Transaction. Constellation’s shareholders and other
interested persons are advised to read, once available, the preliminary proxy statement/prospectus and any amendments thereto, and the
definitive proxy statement/prospectus, in connection with Constellation’s solicitation of proxies for its extraordinary general
meeting of shareholders to be held to approve, among other things, the Transaction, because these documents will contain important information
about the Contracting Parties and the Transaction. Shareholders may also obtain a copy of the preliminary or definitive proxy statement,
once available, as well as other documents filed with the SEC regarding the Transaction and other documents filed with the SEC by Constellation
and US Elemental, without charge, at the SEC’s website located at www.sec.gov or by directing a request to Constellation Acquisition
Corp I, 1290 Avenue of the Americas, New York, NY 10104.
This
press release is not a substitute for the Form S-4 or for any other document that Constellation and/or US Elemental may file with the
SEC in connection with the Transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. INVESTMENT IN ANY SECURITIES DESCRIBED
HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED
THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
PARTICIPANTS
IN THE SOLICITATION
Constellation,
Jindalee and HiTech Minerals and their respective directors and executive officers, under SEC rules, may be deemed to be participants
in the solicitation of proxies of Constellation’s shareholders in connection with the Transaction. Investors and security holders
may obtain more detailed information regarding Constellation’s directors and executive officers in Constellation’s filings
with the SEC, including the Annual Report and the other documents filed by Constellation with the SEC from time to time. Information
regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to Constellation’s shareholders
in connection with the Transaction, including a description of their direct and indirect interests, which may, in some cases, be different
than those of Constellation’s shareholders generally, are set forth in the Form S-4. Shareholders, potential investors and other
interested persons should read the Form S-4 carefully before making any voting or investment decisions. Free copies of any documents
described in the foregoing may be obtained as described under “Additional Information And Where To Find It.”
NO
OFFER OR SOLICITATION
This
press release does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the Transaction or (ii) an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in
any jurisdiction, or the solicitation of any vote, consent or approval in any jurisdiction in connection with the Transaction or any
related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person
to whom, such offer, solicitation or sale may be unlawful under the laws of such jurisdiction. This press release does not constitute
either advice or a recommendation regarding any securities. No offering of securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.
