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 August 13, 2026, Jindalee Lithium Limited (“Jindalee”)
(ASX: JLL) issued the following press release on its website: https://investorhub.jindaleelithium.com/announcements/7681101
The press release was as follows:
Amended Form S-4 Filed as US Elemental Transaction Progresses
Amended Form S-4 registration statement filed with the US Securities
and Exchange Commission (SEC)
Filing follows receipt of initial SEC comments in late July 2026
Represents a further step along the SEC review process for the proposed
US Elemental transaction
Jindalee continues to target completion in H2 2026, subject to satisfaction
(or waiver) of all remaining conditions
Engage with this announcement at
the Jindalee Investor Hub.
Jindalee Lithium Limited (Jindalee,
or the Company; ASX: JLL, OTCQX: JNDAF) advises that an amended registration statement on Form S-4 (Amended S-4)
has been filed with the US Securities and Exchange Commission (SEC) in connection with the proposed business combination involving
the Company’s wholly owned US subsidiary, HiTech Minerals, Inc. (HiTech), Constellation Acquisition Corp I (Constellation)
and US Elemental Inc. (US Elemental) (Transaction)1.
The Amended S-4 responds to initial
comments received from the SEC in late July 2026 and represents a further step in the SEC review process. The Form S-4 will serve as the
registration statement and proxy statement/prospectus for the Transaction and contains information regarding US Elemental, the Transaction,
financial statements, risk factors and technical report for the McDermitt Lithium Project2.
As outlined in Jindalee’s June
2026 Quarterly Activities Report, effectiveness of the Form S-4 is expected to represent the critical path to completion of the Transaction3.
The Form S-4 must be declared effective before Constellation can convene its shareholder meeting to consider the Transaction and the Transaction
can proceed to closing.
Jindalee Managing Director and CEO Ian
Rodger commented:
“The filing of the Amended
S-4 is an important milestone in progressing the proposed US Elemental transaction and reflects the focused work undertaken by the teams
and advisers following receipt of the SEC’s initial comments.
We have responded constructively
and efficiently through this initial stage of the SEC review process, with the Amended S-4 filed within three weeks of receiving SEC comments.
While further review remains to be completed and the Transaction remains subject to its closing conditions, we are encouraged by progress
to date and continue to work toward completion in the second half of 2026.”
Transaction Overview and Conditions
Under the Transaction, US Elemental
is expected to become a NASDAQ-listed company holding Jindalee’s US assets, trading under the ticker “ULIT”. On completion,
HiTech - which owns 100% of the McDermitt Lithium Project in Oregon (McDermitt, or the Project), one of the largest lithium
resources in the United States4 - will 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 completion, subject to customary adjustments2. The Transaction contemplates
a capital raise of approximately US$20-30 million, including a binding US$4.0 million commitment from an affiliate of Constellation’s
sponsor, Antarctica Capital, LLC (Antarctica), of which approximately US$1.5 million was funded on signing of the business combination
agreement and a further US$2.5 million is committed for funding at completion1.
The Transaction remains subject to the satisfaction or waiver
of a number of customary regulatory and closing conditions, including effectiveness of the Form S-4 registration statement, approval by
Constellation shareholders (Jindalee shareholder approval was obtained in June 20265), 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 events1. 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.
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, 10 April 2026: “Jindalee Signs BCA to List McDermitt on NASDAQ”. |
| 2. | Jindalee Lithium ASX announcement, 2 June 2026: “US Elemental Files S-4 Registration Statement”. |
| 3. | Jindalee Lithium ASX announcement, 31 July 2026: “Quarterly Activities Report – June 2026”. |
| 4. | Jindalee Lithium ASX announcement 19/11/2024: “McDermitt PFS Demonstrates Multi-Decade Competitive
Source of US Lithium Carbonate”. |
| 5. | Jindalee Lithium ASX announcement, 30 June 2026: “Results of June 2026 General Meeting”. |
About Jindalee
Jindalee Lithium Limited (Jindalee)
is an Australian company focused on developing the McDermitt Lithium Project, one of the largest lithium resources in the US4.
With 100% ownership and unencumbered offtake rights, McDermitt is strategically positioned to support America’s energy security
and domestic supply of critical minerals. Jindalee recently 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 ahead of
the next lithium market upcycle.
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, 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 (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; (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 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.
