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: Constellation Acquisition Corp. I
(Commission File No. 001-39945)
Date: May 26, 2026
On May 25, 2026, BTV – Business Television published the
following post and video on its website: https://www.b-tv.com/post/jindalee-lithium-and-us-elemental-can-the-mcdermitt-project-strengthen-u-s-lithium-supply-btv-ftr
The post was as follows:
Jindalee Lithium and US Elemental: Can the McDermitt
Project Strengthen U.S. Lithium Supply?
A large-scale lithium asset on the Oregon–Nevada
border positions Jindalee and US Elemental within the push for domestic battery materials
Jindalee Lithium is focused on developing the McDermitt
Lithium Project, located on the border of Oregon and Nevada. The project is characterized by its size and long-life potential, with a
resource base of approximately 21.5 million tonnes of lithium carbonate equivalent. This scale places it among the larger lithium assets
being advanced in North America.
Lithium demand continues to grow as battery storage, electric
vehicles, and data center infrastructure expand globally. Within this context, projects capable of supplying lithium domestically are
gaining attention. Jindalee’s strategy is aligned with this trend, emphasizing the potential to contribute to U.S. supply chains
for critical battery materials.
A key part of the company’s approach involves “Americanizing”
the project. This includes a proposed transaction to combine its U.S. subsidiary with a U.S.-listed acquisition vehicle, forming
a new entity, US Elemental, expected to list on Nasdaq under the ticker “ULIT.” The structure is intended to provide direct
access for U.S. investors to the underlying asset.
In addition to lithium, the company is also evaluating
the potential to recover magnesium as a byproduct, with metallurgical work underway. This could introduce an additional value stream,
depending on project development outcomes.
With a combination of scale, jurisdictional positioning,
and strategic restructuring, Jindalee is advancing within a sector where long-term demand is closely tied to electrification and energy
storage trends.
For
more information, visit Jindalee Lithium (ASX: JLL, OTCQX: JNDAF) and US Elemental, or click
on the request investor info button.
The
transcript of the video is as follows:
| ○ | With
lithium demand surging worldwide, an Australian company is making moves in the U.S.—advancing
a large-scale asset in Oregon, and announcing a strategic move that could unlock even more
value. |
| ● | Ian
Rodger, CEO of Jindalee Lithium: |
| ○ | We’re
solely focused on the McDermitt lithium project on the border of Oregon and Nevada. |
| ○ | We’ve
got a really strong, rich history of creating value for shareholders from project identification,
taking those projects up the curve and either selling them or spinning them out. |
| ○ | There’s
three things that really make the McDermitt project stand out. The first is the size and
scale of the asset. |
| ○ | 21.5
million tonnes of lithium carbonate. Project life that expands, um, exceeds generations. |
| ○ | The
second point is, uh, US government support. |
| ○ | We’re
one of the first ten projects added to the Fast 41 Transparency List alongside projects owned
by Rio Tinto and Albemarle…We’ve also got a cooperative research and development agreement
with the Department of Energy to work on the project. |
| ○ | And
then the third point is our strategy is to Americanize both the project and the company. |
| ○ | Jindalee’s
strategy to Americanize involves spinning out their U.S. lithium project into its own dedicated
company. |
| ○ | We’ve
just signed a business combination agreement, um, which will combine our, uh, US subsidiary,
HiTech Minerals, with a US listed SPAC corporation called Constellation Acquisition Corp.,
one that will form a company called US Elemental, which will be listed on Nasdaq in the third
quarter of this year. |
| ○ | And
it’s really an opportunity for US investors to get direct exposure to what will be, you know,
one of the US’s next emerging lithium developers. |
| ○ | My
pitch to investors comes down to three simple points. Tier one really strategic asset producing
battery grade American made chemicals. |
| ○ | The
second thing is the lithium market. |
| ○ | We’re
basically entering a multi-year bull market where which is at an inflection point now. |
| ○ | And
then the third point is around valuation. We’re spinning this asset out at a US $500 million
valuation. |
| ○ | We
think that’s really compelling value when you compare it to our US listed peers. And it’s
one that US investors should take a very close look at. |
| ○ | If
having one of the world’s largest lithium assets wasn’t enough Jindalee’s
spin-out company, US Elemental is expected to list on Nasdaq in the second half of this year. |
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 Business Combination and the projected
future financial and operational performance of US Elemental Inc. (“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 public shareholders of Constellation Acquisition Corp
I (“CSTA”); (7) current and future potential commercial relationships; (8) plans, intentions or future operations of PubCo
or HiTech Minerals Inc. (“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 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 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 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 Agreement by and among CSTA, Jindalee, PubCo and HiTech (together, the “Contracting Parties”), dated
as of April 9, 2026 (the “Business Combination Agreement” and the transactions contemplated therein, collectively, the “Business
Combination”), the Contracting Parties are expected to prepare the Proxy/Registration Statement on Form S-4 (the “Registration
Statement”) to be filed with the Securities and Exchange Commission (“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 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 CSTA’s Annual Report on
Form 10-K for the year ended December 31, 2025 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 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 or an exemption therefrom.
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