Constellation Acquisition Corp I (CSTUF) SEC Filings

Constellation Acquisition Corp I furnished a transcript of a conference discussion in which Ian Rodger, incoming chief executive of US Elemental, described the proposed business combination among Constellation, HiTech Minerals and US Elemental. Rodger said completion is slated for the fourth quarter of 2026 and US Elemental’s Nasdaq listing is expected in that quarter, subject to remaining conditions. He described a parallel financing effort with a pathway to an expected $20 million to $30 million outcome, and said an infill drilling program at McDermitt was scheduled to commence later in September to support a feasibility study.

Rodger cited McDermitt’s 21.5 million tonnes of contained lithium carbonate equivalent. In discussing the 2024 pre-feasibility study, the interviewer cited a net present value north of $3 billion and an internal rate of return of almost 18%; Rodger also described a 63-year project life based on about 15% of the resource. He said the feasibility study was expected around the end of 2027, with the project progressing toward an investment decision circa 2029. Beneficiation improvements and magnesium recovery remain under study, with a broader magnesium update expected toward year-end.

Constellation Acquisition Corp I (CSTAF) disclosed that on August 28, 2026 it drew $5,000 under an unsecured promissory note with Constellation Sponsor LP to fund an extension of its deadline to complete an initial business combination. The funds were deposited into the trust account for public shareholders.

This draw allows the company to extend the business combination deadline from August 29, 2026 to September 29, 2026, representing the seventh of up to eleven one-month extensions permitted under its amended and restated memorandum and articles of association. The note bears no interest and matures upon closing of the initial business combination, and if no business combination occurs it will be repaid only from amounts remaining outside the trust account, if any.

Constellation Acquisition Corp I is a SPAC that has not yet completed a business combination and reported very small total assets of $691,183 as of June 30, 2026, of which $660,761 is cash in its Trust Account tied to 46,529 redeemable Class A shares. Liabilities totaled $20.8 million, including $3.4 million of warrant liabilities, $4.34 million of deferred underwriting fees and $3.18 million of related-party convertible promissory notes, resulting in a shareholders’ deficit of about $20.7 million.

The company recorded a net loss of $3.94 million for the six months ended June 30, 2026, significantly higher than $0.67 million a year earlier, driven by higher general and administrative expenses and unfavorable warrant revaluation. Management discloses a working capital deficit of $9.82 million (excluding the convertible note) and states that the liquidity position and mandatory liquidation deadline of August 29, 2026 (extendable to January 29, 2027) raise substantial doubt about its ability to continue as a going concern.

On April 9, 2026, Constellation signed a Business Combination Agreement to merge with HiTech Minerals Inc., implying an equity value of $500 million for the combined business, with closing targeted for the second half of 2026, subject to shareholder approvals and customary conditions. Concurrently, an affiliate of the sponsor invested $1.55 million in 12% Series A Convertible Preferred Stock of HiTech and committed an additional $2.5 million in PubCo equity or equity-linked securities, with structured dividend, conversion, and warrant terms. The SPAC has repeatedly extended its termination date through sponsor-funded promissory notes and extension deposits into the Trust Account and now has a very limited public float after multiple large redemptions.

Constellation Acquisition Corp I reported leadership changes effective August 6, 2026. Graeme Shaw resigned as Chief Technology Officer and Richard C. Davis resigned as President, both effective immediately. Davis will continue to serve as a member of the board of directors.

The company stated that Shaw’s and Davis’s resignations did not result from any disagreements on operations, policies, or practices. The company’s Class A ordinary shares have a par value of $0.0001 per share, and its redeemable warrants are exercisable for one Class A ordinary share at an exercise price of $11.50.

Constellation Acquisition Corp I created a new short-term obligation when it drew $5,000 on July 29, 2026 under an unsecured promissory note with Constellation Sponsor LP. The funds were deposited into the trust account and extend the deadline to complete its initial business combination from July 29, 2026 to August 29, 2026.

This is the sixth of up to eleven permitted one-month extensions under its amended and restated memorandum and articles of association. The note bears no interest, matures upon closing of the initial business combination, and if no transaction occurs, is repayable only from funds remaining outside the trust account, if any.

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.