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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):
December 18, 2025
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 |
|
OTC Pink Market |
| Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
CSTWF |
|
OTCQB® Venture Market |
| Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant |
|
CSTUF |
|
OTCQB® Venture 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 September 8, 2025
ET (September 9, 2025 AEDT), Jindalee Lithium Limited, an Australian public company listed on the Australian Securities Exchange (“Jindalee”),
issued a press release announcing that Jindalee and Constellation Acquisition Corp I (the “Company”) had entered into a non-binding
term sheet related to a business combination between the Company and HiTech Minerals, Inc., a Nevada corporation and wholly-owned subsidiary
of Jindalee (the “Potential Business Combination”).
In connection with the
Potential Business Combination, Jindalee and the Company prepared an investor presentation to be used in meetings with potential investors
and other similar purposes. A copy of the investor presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this
“Form 8-K”).
The information in this
Item 7.01 and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
No Offer or Solicitation
This filing is for information
purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or
invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote
or approval in any jurisdiction, pursuant to the Potential Business Combination or otherwise, nor shall there be any sale, issuance or
transfer of securities in any jurisdiction in contravention of applicable law.
Forward-Looking Statements
Certain statements included in this Form 8-K and the investor presentation
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 and projections of market opportunity;
(2) references with respect to the anticipated benefits of the Potential Business Combination and the projected future financial and operational
performance of US Elemental (“NewCo”) following the Potential Business Combination, which may be affected by, among other
things, competition, the ability of NewCo to grow and manage growth profitably, maintain relationships and retain its management and key
employees; (3) the sources and uses of cash of the Potential Business Combination; (4) the anticipated capitalization and enterprise value
of NewCo following the consummation of the Potential Business Combination; (5) statements regarding NewCo’s operations following
the Potential Business Combination; (6) the amount of redemption requests made by the Company’s public shareholders; (7) current
and future potential commercial relationships; (8) plans, intentions or future operations of NewCo or HiTech Minerals, Inc. (“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 NewCo to issue equity or equity-linked securities
in the future; (10) the outcome of any legal proceedings that may be instituted against Jindalee, the Company, HiTech Minirals and NewCo
(together, the “Contracting Parties”); (11) changes to the proposed structure of the Potential 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 Potential Business Combination; (13) the risk that the Potential Business Combination disrupts current plans and operations of 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 Potential Business Combination and the ability of the parties to successfully consummate the Potential Business Combination. These
statements are based on various assumptions, whether or not identified in the investor presentation, 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 appendix
to the investor presentation and those set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding
Forward-Looking Statements and Risk Factor Summary” in the Company’s Annual Report on Form 10-K for the year ended December
31, 2024, and in those other documents that the Company has filed, or that the Company and NewCo will file, with the U.S. Securities and
Exchange Commission. 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 investor presentation. 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 investor presentation. Accordingly, undue reliance should not be placed upon
the forward-looking statements.
Item 9.01 Financial Statements and Exhibits.
Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description of Exhibit |
| 99.1 |
|
Investor Presentation, dated December 2025 |
| 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: December 18, 2025
| |
CONSTELLATION ACQUISITION CORP I |
| |
|
| |
By: |
/s/ Chandra R. Patel |
| |
Name: |
Chandra R. Patel |
| |
Title: |
Chief Executive Officer |
