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)
US Elemental Announces Filing of Third Amended
Form S-4 Registration Statement in Connection with Proposed Business Combination with HiTech Minerals and Constellation Acquisition Corp
I
Filing Responds to Second Round of SEC Comments;
Proposed Nasdaq Listing of US Elemental Under Ticker “ULIT” Remains on Track for Q4 2026
New York, New York, September 21, 2026 — HiTech Minerals
Inc. (“HiTech Minerals”), a wholly owned subsidiary of Jindalee Lithium Limited (“Jindalee”) (ASX: JLL; OTCQX:
JNDAF), and Constellation Acquisition Corp I (“Constellation”) (OTCPK: CSTAF), a special purpose acquisition company sponsored
by affiliates of Antarctica Capital, LLC (“Antarctica”), today announced the filing with the U.S. Securities and Exchange
Commission (the “SEC”) of a third amended registration statement on Form S-4 (the “Third Amended Registration Statement”
or the “Registration Statement”) in connection with their proposed business combination (the “Transaction”), which
is expected to result in US Elemental Inc. (“US Elemental” or the “Company”) becoming a Nasdaq-listed U.S. lithium
development company under the ticker symbol “ULIT”.
The Third Amended Registration Statement responds to a second round
of SEC comments received in early September 2026. The Form S-4, initially filed on June 2, 2026 and subsequently amended on June 26, 2026
and August 12, 2026, will serve as the registration statement and proxy statement/prospectus for the Transaction. It contains information
regarding US Elemental, the Transaction, financial statements, risk factors and the technical report for the McDermitt Lithium Project.
Subject to the SEC’s continuing review, the parties currently
anticipate that the Form S-4 could be declared effective in late September or October 2026. Effectiveness of the Form S-4 is a critical
condition to completion of the Transaction: it must be declared effective before Constellation may convene its shareholder meeting to
consider the Transaction and the Transaction may proceed to closing.
Ian Rodger, Chief Executive Officer of Jindalee and incoming Chief
Executive Officer of US Elemental, commented, “The filing of the Third Amended Form S-4 represents another important step toward
the proposed listing of US Elemental on Nasdaq. Having now worked through two rounds of SEC comments, we are pleased with the progress
of the review process and the continued advancement of the Transaction.
“While the timing of effectiveness remains subject to the SEC’s
review and the Transaction remains subject to its closing conditions, we continue to target completion in the fourth quarter and look
forward to updating investors as we progress.”
TRANSACTION OVERVIEW
Upon closing, US Elemental is expected to become a Nasdaq-listed company,
trading under the ticker symbol “ULIT,” and to hold Jindalee’s U.S. assets. HiTech Minerals, which owns 100% of the
McDermitt Lithium Project in Oregon, is expected to become a wholly owned subsidiary of US Elemental. Jindalee is expected to retain a
majority interest of 80% or more in US Elemental at closing, subject to customary adjustments.
The Transaction is expected to position US Elemental as a U.S.-listed
lithium development company focused on advancing large-scale domestic critical mineral resources and supporting the development of a secure
U.S. lithium supply chain.
The Transaction contemplates a private investment in public equity
(“PIPE”) financing of approximately $20 million to $30 million. This includes a binding $4.0 million commitment from an affiliate
of Constellation’s sponsor, Antarctica, of which approximately $1.5 million was funded upon signing of the business combination
agreement and a further $2.5 million is committed to be funded at closing. As previously announced, US Elemental has received term sheets
for PIPE financing from several U.S. funds; current indications support the targeted $20 million to $30 million PIPE financing, subject
to further negotiation and execution of definitive financing agreements.
The Transaction remains subject to the satisfaction or waiver of customary
regulatory and closing conditions, including the effectiveness of the Form S-4 registration statement, approval by Constellation shareholders,
Nasdaq listing approval, receipt of applicable regulatory approvals, satisfaction or waiver of the minimum cash condition of $14 million,
net of certain transaction expenses, and the absence of material adverse change events. Jindalee shareholder approval was obtained in
June 2026.
The parties continue to target completion of the Transaction 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 Transaction will be completed on the anticipated timetable or at all.
IMPORTANT INFORMATION FOR SHAREHOLDERS
Investors and security holders may obtain free copies of the Third
Amended Registration Statement and other documents containing important information about the parties through the SEC’s website
at www.sec.gov. Documents filed by Constellation may also be obtained free of charge by written request to Constellation Acquisition Corp
I, 1290 Avenue of the Americas, New York, NY 10104.
Constellation’s shareholders and other interested persons are
advised to read, when available, the preliminary proxy statement/prospectus included in the registration statement and any amendments
or supplements thereto, and the definitive proxy statement/prospectus, in connection with Constellation’s solicitation of proxies
for its extraordinary general meeting of shareholders to approve, among other matters, the Transaction. These documents will contain important
information about the parties and the proposed Transaction.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION
STATEMENT, THE PROXY STATEMENT/PROSPECTUS CONTAINED THEREIN (INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO), AND ALL OTHER DOCUMENTS
RELATING TO THE TRANSACTION FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE TRANSACTION.
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 Transaction and associated PIPE financing.
Alliance Advisors, LLC has been engaged to provide investor relations
and communications support in connection with the Transaction, including investor messaging, market engagement and announcement execution
support.
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.
ABOUT US ELEMENTAL
US Elemental Inc. is a U.S. lithium development company focused on
advancing large-scale domestic lithium resources. Upon completion of the Transaction, the Company’s portfolio is expected to include
the McDermitt Lithium Project in Oregon and the Clayton North Project in Nevada, positioned to support growing U.S. demand for battery
materials and critical minerals.
ABOUT JINDALEE
Jindalee Lithium Limited is an Australian company focused on developing
the McDermitt Lithium Project, one of the largest lithium resources in the United States. With 100% ownership and unencumbered offtake
rights, Jindalee is strategically positioned to support America’s energy security and domestic supply of critical minerals. In November
2024, Jindalee completed a Pre-Feasibility Study confirming McDermitt’s scale, long-life and low-cost production potential.
ABOUT CONSTELLATION ACQUISITION CORP I AND ANTARCTICA CAPITAL
Constellation Acquisition Corp I is a special purpose acquisition company
formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination. Constellation is led by executives of Antarctica Capital, an international investment firm headquartered in New York with
$10 billion of assets under management as of December 31, 2025. Antarctica Capital invests in public and private markets and establishes
long-term capital vehicles to leverage this investment focus. For more information about Constellation, visit constellationacquisition.com.
For more information about Antarctica Capital, visit antarcticacapital.com.
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, 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.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Transaction, Constellation, Jindalee, the Company
and HiTech Minerals (together, the “Contracting Parties”) prepared and the Company filed a Registration Statement 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 Registration Statement, as well as the prospectus relating to the offer of the securities of the Company in connection with the
completion of the Transaction. After the Registration Statement 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 the Company, 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 (i) is not a solicitation of a proxy, consent or
authorization with respect to any securities or in respect of the Transaction and (ii) is not a substitute for the Registration Statement
or for any other document that Constellation and/or the Company 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.
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 the Company following
the Transaction, which may be affected by, among other things, competition, the ability of the Company 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 the Company following the consummation of the Transaction; (5) statements regarding the Company’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 the Company 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 the Company 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
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, the Company 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 the 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 Registration Statement and in
those other documents that Constellation has filed, or that the Company 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 anticipates 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 press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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 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.”
Contacts
US Elemental:
Investors/Media
Bryan Baritot
Alliance Advisors IR
USElementalIR@allianceadvisors.com
Constellation:
Investors/Media
Pro-AntarcticaPR@prosek.com
