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)
On July 24, 2026,
a video interview with Ian Rodger, CEO of HiTech Minerals Inc., was published on The Signal, Nasdaq’s editorial business news series.
The interview can be accessed using the following link: https://www.nasdaq.com/videos/signal-us-elemental.
The transcript of the interview is as follows:
Hello, my name is Ian Rodger. I'm the incoming CEO of US Elemental.
US Elemental is focused on developing the McDermitt Lithium Project, which is one of the largest and most strategic lithium resources
in the United States. We're focused on supplying battery-grade lithium carbonate into the US supply chains to ensure US batteries have
US ingredients. The lithium market is growing at a really robust rate.
We're entering a period of market deficit where we're short of
lithium supply. McDermitt Lithium Project is one of the largest in the US and has the materiality to make a difference to US domestic
supply. That's really important when you look at the US has about 200 gigawatt hours of battery capacity, but produces very little lithium
itself. And so, US Elemental and the McDermitt project is at the forefront of US lithium supply.
We're really excited to be at Nasdaq today. It will be our pathway
to US capital markets to fund the next stage of development of McDermitt, being the feasibility study through to a final investment decision.
US Elemental is really differentiated on three key items.
First is it's a tier one, large scale, long-life, low-cost source
of American-made battery chemicals. The second thing is government support. We're one of the first projects added to the FAST-41 initiative
to look at accelerating permitting pathways in the United States, and we've got an agreement with the Department of Energy in terms of
cooperative research and development. And thirdly, it's around the value proposition. We're taking this to market in the US at what we
believe is a really attractive valuation, and that investors should keep an eye out as we go public on the Nasdaq.
FORWARD-LOOKING STATEMENTS
Certain statements included in this communication 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 Lithium Limited (“Jindalee”), expected NPV or post-tax IRR, and planned
production per year; (2) references with respect to the anticipated benefits of the proposed business combination between HiTech Minerals
Inc. (“HiTech”), Constellation Acquisition Corp I (“CSTA”) and US Elemental Inc. (the “PubCo”) (the
“Business Combination”) and the projected future financial and operational performance of PubCo following the Business Combination,
which may be affected by, among other things, competition, the ability of PubCo to grow and manage growth profitably, maintain relationships
and retain its management and key employees; (3) the sources and uses of cash of the Business Combination; (4) the anticipated capitalization
and enterprise value of PubCo following the consummation of the Business Combination; (5) statements regarding PubCo’s operations
following the Business Combination; (6) the amount of redemption requests made by CSTA’s public shareholders; (7) current and future
potential commercial relationships; (8) plans, intentions or future operations of PubCo or HiTech, 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 PubCo or CSTA 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 Contracting Parties (as defined below);
(11) changes to the proposed structure of the Business Combination 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 Business Combination; (13) the risk that the Business
Combination disrupts current plans and operations of CSTA, PubCo or HiTech; (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 Business Combination and the ability of the parties to successfully
consummate the Business Combination. These statements are based on various assumptions, whether or not identified in this communication,
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” in the Registration Statement (as defined below)
and CSTA’s Annual Report on Form 10-K for the year ended December 31, 2025, and in those other documents that CSTA has filed, or
that PubCo and CSTA will file, with the U.S. Securities and Exchange Commission (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 communication. 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 disclaims 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
communication. Accordingly, undue reliance should not be placed upon the forward-looking statements.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Business Combination, CSTA, Jindalee, PubCo and
HiTech (together, the “Contracting Parties”) are preparing a Registration Statement on Form S-4 (the “Registration Statement”)
filed with the SEC by PubCo and HiTech, which includes a proxy statement to be distributed to CSTA’s shareholders in connection
with CSTA’s solicitation for proxies for the vote by CSTA’s shareholders in connection with the Business Combination and other
matters as described in the Registration Statement, as well as the prospectus relating to the offer of the securities of PubCo or CSTA
in connection with the completion of the Business Combination. After the Registration Statement has been declared effective, CSTA 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 Business Combination. CSTA’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 CSTA’s
solicitation of proxies for its extraordinary general meeting of shareholders to be held to approve, among other things, the Business
Combination, because these documents will contain important information about the Contracting Parties and the Business Combination. 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 Business Combination and other documents filed with the SEC by CSTA and PubCo, 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 communication is not a substitute for the Registration Statement or
for any other document that CSTA and/or PubCo may file with the SEC in connection with the Business Combination.
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
CSTA, Jindalee and PubCo and their respective directors and executive officers,
under SEC rules, may be deemed to be participants in the solicitation of proxies of CSTA’s shareholders in connection with the Business
Combination. Investors and security holders may obtain more detailed information regarding CSTA’s directors and executive officers
in CSTA’s filings with the SEC, including the Registration Statement and the other documents filed by CSTA or PubCo 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
CSTA’s shareholders in connection with the Business Combination, including a description of their direct and indirect interests,
which may, in some cases, be different than those of CSTA’s shareholders generally, are set forth in the Registration Statement.
Shareholders, potential investors and other interested persons should read the Registration Statement 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 communication does not constitute (i) a solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the Business Combination 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 Business Combination 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 communication 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.
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