UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 15, 2026
CONSTELLATION ACQUISITION CORP I
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-39945 |
|
98-1574835 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
|
1290 Avenue of the Americas
10th Floor
New York, NY |
|
10104 |
| (Address of principal executive offices) |
|
(Zip Code) |
(212) 983-1602
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Class A ordinary shares, par value $0.0001 per share |
|
CSTAF |
|
OTCID Basic Market |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CSTWF |
|
OTCID Basic Market |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
CSTUF |
|
OTCID Basic Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.
Item 7.01. Regulation
FD Disclosure.
On
April 15, 2026, Constellation Acquisition Corp. I (“CSTA”) and HiTech Minerals Inc. (“HiTech”) issued a joint
press release announcing an update to their previously scheduled investor webinar to discuss the proposed business combination between
CSTA, HiTech and US Elemental Inc. (“PubCo”) (the “Business Combination”) and anticipated listing of PubCo on
Nasdaq (the “Investor Webinar”). The Investor Webinar will now be held on Wednesday, April 22, 2026 at 10AM Eastern Time.
The joint press release is furnished hereto as Exhibit 99.1 and incorporated by reference into this Item 7.01.
Furnished
as Exhibit 99.2 hereto and incorporated into this Item 7.01 by reference is a form of notice that was shared with the investment
community by Alliance Advisors, investor relations advisor to PubCo, on April 15, 2026.
In
connection with the announcement described above, PubCo also made a social media post on LinkedIn, a copy of which is furnished as Exhibit
99.3 here and incorporated into this Item 7.01 by reference.
The
information in this Item 7.01, including Exhibits 99.1, 99.2 and 99.3, are furnished and shall not be deemed “filed” for purposes
of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities under that
section, and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended (the “Securities
Act”) or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed
an admission as to the materiality of any information of the information in this Item 7.01.
Cautionary Note Regarding
Forward Looking Statements
Certain
statements included in this Current Report 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 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 the Current Report,
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 slide entitled “Risk
Factors” in the investor presentation published on the date hereof and those set forth in the section entitled “Risk Factors”
and “Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary” in CSTA’s Annual Report on Form 10-K
for the year ended December 31, 2025 (the “Annual Report”), and in those other documents that CSTA has filed, or that PubCo
and CSTA will file, with the Securities and Exchange Commission (“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 the Current Report. 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 the Current Report.
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 expected
to prepare the Proxy/Registration Statement on Form S-4 (the “Registration Statement”) to be filed with the SEC by PubCo and
CSTA, which will include preliminary and definitive proxy statements 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 filed and 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
Current Report 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 Annual Report
and the other documents filed by CSTA 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, will be set forth in the Registration Statement. Shareholders, potential investors and other interested persons should read
the Registration Statement carefully when it becomes available 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 and Non-Solicitation
This
Current Report 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 Current Report 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 or an exemption therefrom.
Item 9.01 Financial
Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| |
|
|
| 99.1 |
|
Joint Press Release regarding Investor Webinar, dated as of April 15, 2026, issued by HiTech and CSTA. |
| 99.2 |
|
Form of notice to investment community. |
| 99.3 |
|
LinkedIn social media post. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
CONSTELLATION ACQUISITION CORP I |
| |
|
|
| Date: April 15, 2026 |
By: |
/s/ Chandra R. Patel |
| |
Name: |
Chandra R. Patel |
| |
Title: |
Chief Executive Officer |
