[8-K] Constellation Acquisition Corp I Reports Material Event

Rhea-AI Filing Summary

Constellation Acquisition Corp I reported that Jindalee Lithium Limited and the company entered into a non-binding term sheet for a potential business combination with HiTech Minerals, Inc., a Nevada corporation and wholly owned subsidiary of Jindalee. The parties also prepared an investor presentation for meetings with potential investors, which is furnished as Exhibit 99.1.

The update explains that the materials are provided under Regulation FD for information purposes only and do not constitute an offer or solicitation to buy or sell securities or to solicit any vote. It emphasizes that the presentation contains forward-looking statements about the potential transaction and US Elemental (“NewCo”) that are subject to numerous risks and uncertainties, including deal structure, approvals, redemptions, regulatory matters and operational execution, as described in risk factor discussions in the company’s reports.

Insights

SPAC and M&A analyst

Non-binding term sheet outlines an early, uncertain step toward a HiTech Minerals deal.

Constellation Acquisition Corp I and Jindalee Lithium Limited have agreed to a non-binding term sheet for a potential business combination involving HiTech Minerals, Inc., Jindalee’s wholly owned Nevada subsidiary. An investor presentation has been prepared and furnished to support discussions with potential investors around this possible transaction.

The disclosure stresses that the materials are informational, not an offer or solicitation, and that the term sheet does not guarantee any transaction. Forward-looking statements cover NewCo, US Elemental, including anticipated capitalization, enterprise value, sources and uses of cash, and operational plans, but these are all conditioned on many factors such as redemption levels, regulatory and stock exchange requirements, legal outcomes, and the ability to obtain permits and government support.

For CSTAF holders, this represents an initial indication of a potential de-SPAC path centered on HiTech Minerals, but the outcome remains highly contingent. Actual results will depend on negotiating definitive agreements, satisfying regulatory and listing standards, managing redemptions, and addressing the extensive risk factors referenced in the company’s prior and future SEC reports.

8-K Event Classification

2 items: 7.01, 9.01

2 items

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

false 0001834032 0001834032 2025-12-18 2025-12-18 0001834032 CSTAF:ClassOrdinarySharesParValue0.0001PerShareMember 2025-12-18 2025-12-18 0001834032 CSTAF:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50Member 2025-12-18 2025-12-18 0001834032 CSTAF:UnitsEachConsistingOfOneClassOrdinaryShareAndOnethirdOfOneRedeemableWarrantMember 2025-12-18 2025-12-18 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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.

1

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).

2

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

3

FAQ

What did Constellation Acquisition Corp I (CSTAF) disclose in this 8-K?

Constellation Acquisition Corp I disclosed that Jindalee Lithium Limited and the company entered into a non-binding term sheet for a potential business combination with HiTech Minerals, Inc., and that they prepared an investor presentation furnished as Exhibit 99.1.

Who is HiTech Minerals in relation to CSTAF and Jindalee Lithium?

HiTech Minerals, Inc. is described as a Nevada corporation and a wholly owned subsidiary of Jindalee Lithium Limited. The potential business combination would be between Constellation Acquisition Corp I and HiTech Minerals.

What is the purpose of the investor presentation attached to the CSTAF filing?

The investor presentation, furnished as Exhibit 99.1, was prepared by Jindalee and Constellation Acquisition Corp I to be used in meetings with potential investors and for similar informational purposes in connection with the potential business combination.

Is the potential business combination for CSTAF final or binding at this stage?

No. The disclosure specifies that the parties have entered into a non-binding term sheet for a Potential Business Combination, meaning there is no binding agreement yet to complete the transaction.

Does this CSTAF disclosure constitute an offer to buy or sell securities?

No. The company states that the information is for information purposes only and explicitly notes it does not constitute an offer, invitation or solicitation to purchase, sell or otherwise dispose of any securities, or to solicit any vote or approval, in any jurisdiction.

What kinds of forward-looking risks are highlighted for CSTAF, HiTech Minerals and NewCo?

The disclosure notes that forward-looking statements about the potential combination and US Elemental (NewCo) are subject to numerous risks and uncertainties, including competition, the ability to grow and retain key employees, sources and uses of cash, anticipated capitalization and enterprise value, redemption requests by public shareholders, current and future commercial relationships, regulatory permits and approvals, potential legal proceedings, possible changes to transaction structure, meeting stock exchange listing standards, disruption of HiTech Minerals’ operations, and the availability of government support, as well as the broader risk factors referenced in the company’s Form 10-K for the year ended December 31, 2024.