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Constellation Acquisition Corp I reports that HiTech Minerals Inc. and Constellation issued a joint press release on July 15, 2026 announcing that Ian Rodger, Chief Executive Officer of HiTech and incoming CEO of US Elemental Inc. (“PubCo”), will participate in the Water Tower Research Fireside Chat Series on July 16, 2026 at 2:00 pm ET. Rodger is expected to discuss the proposed Business Combination among Constellation, HiTech and PubCo and the anticipated listing of PubCo on Nasdaq.
The communication is furnished under Regulation FD and contains extensive forward-looking statements about the Business Combination, PubCo’s future operations, capitalization, redemptions and potential financings. The contracting parties are preparing a Registration Statement on Form S-4 that will include a proxy statement/prospectus for Constellation’s shareholders, and they emphasize that this communication is not an offer to sell or a solicitation of any securities or proxies.
Constellation Acquisition Corp I reported that Ian Rodger, CEO of HiTech Minerals and incoming CEO of US Elemental Inc., will participate in a Water Tower Research Fireside Chat on July 16, 2026 to discuss their proposed business combination and the anticipated Nasdaq listing of US Elemental under the ticker "ULIT".
US Elemental is described as a U.S. lithium development company advancing the McDermitt Lithium Project in Oregon and the Clayton North Project in Nevada. The SPAC partners, including Jindalee Lithium and Constellation’s sponsor Antarctica Capital, note that a Registration Statement on Form S-4 has been filed, which will include a proxy statement/prospectus for Constellation shareholders before any vote on the transaction.
The disclosure includes extensive forward-looking statement and risk-factor language, states that the communication is not an offer or solicitation for any securities, and directs investors to the Registration Statement, Constellation’s Annual Report on Form 10-K and future SEC filings for detailed information about the transaction and related risks.
Constellation Acquisition Corp I obtained an additional short-term funding draw to keep its SPAC process alive for another month. On June 26, 2026, the company drew $5,000 of extension funds under an unsecured promissory note with Constellation Sponsor LP and deposited this amount into its trust account for public shareholders.
This deposit extends the deadline to complete an initial business combination from June 29, 2026 to July 29, 2026. The filing states this is the fifth of up to eleven one‑month extensions allowed under its governing documents. The note bears no interest and will mature when the initial business combination closes. If no transaction occurs, the note will be repaid only from cash remaining outside the trust account, if any, preserving the trust for public shareholders.
Constellation Acquisition Corp I drew $5,000 under an unsecured promissory note with Constellation Sponsor LP and deposited the funds into its trust account. This small advance allows the SPAC to extend the deadline to complete its initial business combination from May 29, 2026 to June 29, 2026.
The extension is the fourth of up to eleven one-month extensions permitted by its governing documents, giving the company additional time to finalize a transaction. The note bears no interest and is scheduled to mature when a business combination closes. If no deal is completed, repayment will only come from cash held outside the trust account.
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 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, 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.