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):
July 16, 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) |
|
(IRS 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
filing 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.
As previously announced on
July 15, 2026 by HiTech Minerals Inc. (“HiTech”) and Constellation Acquisition Corp I (“CSTA”), Ian Rodger, Chief
Executive Officer of HiTech and incoming Chief Executive Officer of US Elemental Inc. (the “PubCo”), participated on July
16, 2026 in the Water Tower Research Fireside Chat Series and discussed the proposed business combination between CSTA, HiTech and PubCo
(the “Business Combination”) and anticipated listing of PubCo on Nasdaq. A transcript of the discussion with Water Tower Research
is filed as Exhibit 99.1 of this Current Report on Form 8-K.
The information in this Item
7.01, including Exhibit 99.1, is 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, including the transcript, 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 this Current Report,
including the transcript filed as an exhibit thereto, 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 those set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements” in the Registration Statement 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
(“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 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 this 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 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 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 and its
exhibit 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 and Non-Solicitation
This Current Report and its
exhibit 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 and its exhibit
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 |
|
Transcript of Water Tower Research Fireside Discussion on July 16, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
Dated: July 16, 2026
| |
CONSTELLATION ACQUISITION CORP I |
| |
|
| |
By: |
/s/ Chandra R. Patel |
| |
Name: |
Chandra R. Patel |
| |
Title: |
Chief Executive Officer |
