Constellation Acquisition Corp I reported a net loss of $686,786 for the quarter ended March 31, 2026, driven mainly by $1,955,632 of general and administrative costs, partly offset by a $1,263,996 non‑cash gain from lower warrant liabilities. Cash in the operating account was $5,127, with only $641,254 held in the Trust Account, reflecting extensive prior redemptions.
The company has a working capital deficit of $8,672,879 (excluding a $3,181,000 related‑party convertible note) and discloses that mandatory liquidation by the Termination Date of May 29, 2026, or as late as January 29, 2027 with extensions, raises substantial doubt about its ability to continue as a going concern.
On April 9, 2026, Constellation signed a Business Combination Agreement with HiTech Minerals Inc., based on an equity value of $500 million, and its sponsor affiliate invested $1,550,000 in 12.0% Series A Cumulative Convertible Preferred Stock plus a commitment to purchase $2,500,000 of PubCo equity or equity‑linked securities, aiming to support closing the HiTech Business Combination in the second half of 2026.
Constellation Acquisition Corp I reported a net loss of $686,786 for the quarter ended March 31, 2026, driven mainly by $1,955,632 of general and administrative costs, partly offset by a $1,263,996 non‑cash gain from lower warrant liabilities. Cash in the operating account was $5,127, with only $641,254 held in the Trust Account, reflecting extensive prior redemptions.
The company has a working capital deficit of $8,672,879 (excluding a $3,181,000 related‑party convertible note) and discloses that mandatory liquidation by the Termination Date of May 29, 2026, or as late as January 29, 2027 with extensions, raises substantial doubt about its ability to continue as a going concern.
On April 9, 2026, Constellation signed a Business Combination Agreement with HiTech Minerals Inc., based on an equity value of $500 million, and its sponsor affiliate invested $1,550,000 in 12.0% Series A Cumulative Convertible Preferred Stock plus a commitment to purchase $2,500,000 of PubCo equity or equity‑linked securities, aiming to support closing the HiTech Business Combination in the second half of 2026.
Constellation Acquisition Corp I borrowed $5,000 under an existing unsecured promissory note from Constellation Sponsor LP and deposited the funds into its trust account. This small loan allows the SPAC to extend the deadline to complete its initial business combination from April 29, 2026 to May 29, 2026.
The company describes this as the third of eleven permitted one-month extensions under its amended and restated memorandum and articles of association, giving it extra time to finalize a deal. The note bears no interest and matures when an initial business combination closes, and if no deal occurs, repayment will be made only from funds remaining outside the trust account.
Constellation Acquisition Corp I borrowed $5,000 under an existing unsecured promissory note from Constellation Sponsor LP and deposited the funds into its trust account. This small loan allows the SPAC to extend the deadline to complete its initial business combination from April 29, 2026 to May 29, 2026.
The company describes this as the third of eleven permitted one-month extensions under its amended and restated memorandum and articles of association, giving it extra time to finalize a deal. The note bears no interest and matures when an initial business combination closes, and if no deal occurs, repayment will be made only from funds remaining outside the trust account.
Constellation Acquisition Corp I discussed its proposed business combination with HiTech Minerals and US Elemental Inc. in an investor webinar focused on the McDermitt Lithium Project. Management highlighted a 21.5 million ton lithium carbonate equivalent resource, a projected 63-year project life, and FAST-41 federal permitting status.
The 2024 prefeasibility study outlined a post-tax NPV of $3.23 billion at an 8% discount rate, a 17.9% post-tax IRR, and planned annual production of about 47,500 tons of lithium carbonate with a 66% EBITDA margin. The parties described a pro forma enterprise value of approximately $571 million and an expected capital raise of $20–30 million to advance feasibility, permitting, and development.
Constellation Acquisition Corp I discussed its proposed business combination with HiTech Minerals and US Elemental Inc. in an investor webinar focused on the McDermitt Lithium Project. Management highlighted a 21.5 million ton lithium carbonate equivalent resource, a projected 63-year project life, and FAST-41 federal permitting status.
The 2024 prefeasibility study outlined a post-tax NPV of $3.23 billion at an 8% discount rate, a 17.9% post-tax IRR, and planned annual production of about 47,500 tons of lithium carbonate with a 66% EBITDA margin. The parties described a pro forma enterprise value of approximately $571 million and an expected capital raise of $20–30 million to advance feasibility, permitting, and development.
Constellation Acquisition Corp I filed a report describing an updated investor webinar to discuss its proposed business combination with HiTech Minerals and US Elemental Inc. and the anticipated Nasdaq listing of US Elemental. The webinar will now take place on April 22, 2026 at 10:00 AM Eastern Time.
Exhibits include a joint press release, an investor notice and a LinkedIn post inviting participants. The materials describe US Elemental’s McDermitt Lithium Project in Oregon, outlining a 21.5 million tonne LCE mineral resource, an estimated 63‑year project life, a $3.2B post‑tax NPV (8%) and a 17.9% post‑tax IRR based on a 2024 Pre‑Feasibility Study, as well as DOE collaboration and inclusion among the first ten mining projects in the U.S. FAST‑41 critical minerals permitting program.
Constellation Acquisition Corp I filed a report describing an updated investor webinar to discuss its proposed business combination with HiTech Minerals and US Elemental Inc. and the anticipated Nasdaq listing of US Elemental. The webinar will now take place on April 22, 2026 at 10:00 AM Eastern Time.
Exhibits include a joint press release, an investor notice and a LinkedIn post inviting participants. The materials describe US Elemental’s McDermitt Lithium Project in Oregon, outlining a 21.5 million tonne LCE mineral resource, an estimated 63‑year project life, a $3.2B post‑tax NPV (8%) and a 17.9% post‑tax IRR based on a 2024 Pre‑Feasibility Study, as well as DOE collaboration and inclusion among the first ten mining projects in the U.S. FAST‑41 critical minerals permitting program.
Constellation Acquisition Corp I, a Cayman Islands SPAC, details its efforts to complete a Business Combination before its Termination Date while disclosing substantial doubt about its ability to continue as a going concern. As of December 31, 2025 it had $4,966 in its operating bank account and a working capital deficit of $6,702,247.
The company has experienced heavy redemptions, leaving its Trust Account at about $628,176 after the January 2026 shareholder meeting and only 46,529 Class A ordinary shares held by public shareholders out of 7,646,529 Class A shares outstanding. It has repeatedly extended its liquidation deadline through shareholder-approved amendments.
On April 9, 2026 Constellation signed a Business Combination Agreement to merge with HiTech Minerals Inc. via newly formed PubCo, based on an implied equity value of $500 million. An affiliate of the sponsor purchased $1,550,000 of 12.0% Series A Cumulative Convertible Preferred Stock from HiTech and committed a further $2,500,000 of PubCo equity or equity-linked securities, with dividends up to 15.0% upon default and a conversion-price reset mechanism floored at $7.50 per share. Multiple support and lock-up agreements with the sponsor, Class B holders and Jindalee shareholders are intended to secure votes and restrict redemptions and transfers around closing.
Constellation Acquisition Corp I, a Cayman Islands SPAC, details its efforts to complete a Business Combination before its Termination Date while disclosing substantial doubt about its ability to continue as a going concern. As of December 31, 2025 it had $4,966 in its operating bank account and a working capital deficit of $6,702,247.
The company has experienced heavy redemptions, leaving its Trust Account at about $628,176 after the January 2026 shareholder meeting and only 46,529 Class A ordinary shares held by public shareholders out of 7,646,529 Class A shares outstanding. It has repeatedly extended its liquidation deadline through shareholder-approved amendments.
On April 9, 2026 Constellation signed a Business Combination Agreement to merge with HiTech Minerals Inc. via newly formed PubCo, based on an implied equity value of $500 million. An affiliate of the sponsor purchased $1,550,000 of 12.0% Series A Cumulative Convertible Preferred Stock from HiTech and committed a further $2,500,000 of PubCo equity or equity-linked securities, with dividends up to 15.0% upon default and a conversion-price reset mechanism floored at $7.50 per share. Multiple support and lock-up agreements with the sponsor, Class B holders and Jindalee shareholders are intended to secure votes and restrict redemptions and transfers around closing.
Constellation Acquisition Corp I agreed to a Business Combination with HiTech Minerals to form US Elemental Inc., a U.S. lithium development company valued at an implied equity value of $500 million and pro forma enterprise value of about $571 million. US Elemental is expected to list on Nasdaq, holding the McDermitt and Clayton North lithium projects, with closing targeted for the second half of 2026 subject to shareholder approvals and a $14 million minimum cash condition.
Jindalee, HiTech’s parent, is expected to receive 50 million US Elemental shares and retain a majority stake, while Antarctica Capital affiliates commit $1.55 million now and a further $2.5 million at closing via convertible preferred stock and equity. The preferred carries up to 12.0%–15.0% dividend rates, is convertible into common shares with anti-dilution protections, and is paired with five-year warrants exercisable at $11.50 per share.
Constellation Acquisition Corp I agreed to a Business Combination with HiTech Minerals to form US Elemental Inc., a U.S. lithium development company valued at an implied equity value of $500 million and pro forma enterprise value of about $571 million. US Elemental is expected to list on Nasdaq, holding the McDermitt and Clayton North lithium projects, with closing targeted for the second half of 2026 subject to shareholder approvals and a $14 million minimum cash condition.
Jindalee, HiTech’s parent, is expected to receive 50 million US Elemental shares and retain a majority stake, while Antarctica Capital affiliates commit $1.55 million now and a further $2.5 million at closing via convertible preferred stock and equity. The preferred carries up to 12.0%–15.0% dividend rates, is convertible into common shares with anti-dilution protections, and is paired with five-year warrants exercisable at $11.50 per share.
Constellation Acquisition Corp I extended the deadline to complete its initial business combination by one month, from March 29, 2026 to April 29, 2026. The company drew $5,000 under an unsecured promissory note with Constellation Sponsor LP and deposited these funds into its trust account to support the extension.
This is the second of up to eleven one‑month extensions allowed under its governing documents. The note bears no interest and will mature when a business combination closes, and if no deal is completed it is repayable only from cash held outside the trust account.
Constellation Acquisition Corp I extended the deadline to complete its initial business combination by one month, from March 29, 2026 to April 29, 2026. The company drew $5,000 under an unsecured promissory note with Constellation Sponsor LP and deposited these funds into its trust account to support the extension.
This is the second of up to eleven one‑month extensions allowed under its governing documents. The note bears no interest and will mature when a business combination closes, and if no deal is completed it is repayable only from cash held outside the trust account.
Constellation Acquisition Corp I entered into a second amendment to an existing unsecured promissory note with its sponsor, Constellation Sponsor LP. The principal on the note was increased by $3,000,000, raising the total from $2,250,000 to $5,250,000. The note bears no interest and matures when the company closes its initial business combination, providing additional sponsor funding to support the special purpose acquisition company until it completes a deal.
Constellation Acquisition Corp I entered into a second amendment to an existing unsecured promissory note with its sponsor, Constellation Sponsor LP. The principal on the note was increased by $3,000,000, raising the total from $2,250,000 to $5,250,000. The note bears no interest and matures when the company closes its initial business combination, providing additional sponsor funding to support the special purpose acquisition company until it completes a deal.
Constellation Acquisition Corp I reported that on February 27, 2026 it drew an additional $5,000 from an unsecured promissory note with Constellation Sponsor LP and deposited the funds into its trust account. This payment allows the company to extend its deadline to complete an initial business combination from February 28, 2026 to March 29, 2026.
The extension is the first of up to eleven one‑month extensions allowed under its governing documents, giving more time to close a merger. The note bears no interest and becomes due at the closing of the initial business combination, and if no deal is completed it will be repaid only from funds remaining outside the trust account.
Constellation Acquisition Corp I reported that on February 27, 2026 it drew an additional $5,000 from an unsecured promissory note with Constellation Sponsor LP and deposited the funds into its trust account. This payment allows the company to extend its deadline to complete an initial business combination from February 28, 2026 to March 29, 2026.
The extension is the first of up to eleven one‑month extensions allowed under its governing documents, giving more time to close a merger. The note bears no interest and becomes due at the closing of the initial business combination, and if no deal is completed it will be repaid only from funds remaining outside the trust account.
Constellation Acquisition Corp I disclosed that it borrowed $5,000 under an existing unsecured promissory note from Constellation Sponsor LP and deposited these funds into its trust account for public shareholders. This small loan funds an "Extension" that moves the deadline to complete the company’s initial business combination from December 29, 2025 to January 29, 2026. The filing states this is the last of eleven one‑month extensions allowed under the company’s governing documents, giving one final month to close a deal instead of liquidating. The note bears no interest and is intended to be repaid when a business combination closes; if no deal is completed, repayment would only come from cash remaining outside the trust account, if any.
Constellation Acquisition Corp I disclosed that it borrowed $5,000 under an existing unsecured promissory note from Constellation Sponsor LP and deposited these funds into its trust account for public shareholders. This small loan funds an "Extension" that moves the deadline to complete the company’s initial business combination from December 29, 2025 to January 29, 2026. The filing states this is the last of eleven one‑month extensions allowed under the company’s governing documents, giving one final month to close a deal instead of liquidating. The note bears no interest and is intended to be repaid when a business combination closes; if no deal is completed, repayment would only come from cash remaining outside the trust account, if any.