Highlights

  • The US Securities and Exchange Commission has declared effective the Form S-4 registration statement for the proposed Business combination between Jindalee's Subsidiary HiTech Minerals and Constellation Acquisition Corp I, a SPAC sponsored by affiliates of Antarctica Capital.
  • The SEC's effectiveness declaration allows Constellation to convene its extraordinary general meeting for shareholders to vote on the business combination, with Constellation's sponsors having entered a support agreement to vote in favour.
  • Upon closing of the business combination, US Elemental is expected to list on Nasdaq under the ticker symbol ULIT, with Jindalee expected to retain a majority interest of 80 per cent or more in US Elemental.
  • The business combination contemplates a private Investment in public Equity Financing of approximately US$20 million to US$30 million, with completion and Nasdaq listing targeted for Q4 2026, subject to remaining closing conditions.

Jindalee Lithium Limited (ASX:JLL) is an Australian lithium developer focused on the McDermitt Lithium Project in southeast Oregon, one of the largest lithium resources in the United States by contained metal. The project is 100 per cent owned through Jindalee's US subsidiary HiTech Minerals Inc. On 5 November 2026, Jindalee announced that the US Securities and Exchange Commission had declared effective the Form S-4 registration statement filed by US Elemental Inc. in connection with a proposed business combination between HiTech Minerals and Constellation Acquisition Corp I, a special purpose acquisition company sponsored by affiliates of Antarctica Capital. The SEC effectiveness is a key procedural step on the path to listing the McDermitt project on the Nasdaq stock exchange through US Elemental.

What the SEC Effectiveness Means and What Comes Next

The SEC's declaration of effectiveness for the Form S-4 is the culmination of a review process that began with an initial filing in June 2026. The effectiveness means the registration statement satisfies the SEC's disclosure requirements for the transaction, allowing Constellation to proceed to convene its extraordinary general meeting at which its shareholders will vote on the proposed business combination. It is a procedural milestone and does not represent the SEC's approval of the merits of the transaction or its endorsement of US Elemental's securities. Constellation's sponsors have entered into a support agreement under which they have committed to vote their shares in favour of the business combination, subject to the terms of that agreement.

Following SEC effectiveness, the remaining steps to completion include closing the private investment in public equity financing, obtaining Constellation Shareholder approval at the extraordinary general meeting, receiving Nasdaq listing approval, and satisfying or waiving other customary regulatory and closing conditions. These include a minimum cash condition and the absence of material adverse change events. Jindalee shareholder approval for the business combination was obtained in June 2026. The parties continue to target completion of the business combination and the listing of US Elemental on Nasdaq in the fourth quarter of 2026.

Transaction Structure and Jindalee's Expected Interest

Upon closing of the business combination, HiTech Minerals is expected to become a Wholly Owned Subsidiary of US Elemental, which is expected to list on Nasdaq under the ticker symbol ULIT. Jindalee expects to retain a majority interest of 80 per cent or more in US Elemental at closing, subject to customary adjustments. This means that while McDermitt will gain a US-listed corporate structure, Jindalee's existing ASX-listed shareholders will maintain substantial indirect exposure to the project through the Australian company's majority stake in the new Nasdaq entity.

The business combination contemplates a private investment in public equity financing totalling approximately US$20 million to US$30 million. This includes a binding commitment from an affiliate of Antarctica Capital of US$4.0 million in total, of which approximately US$1.5 million was funded upon signing of the business combination agreement and a further US$2.5 million is committed to be funded at closing. Non-binding term sheets for further PIPE financing have been received from several US funds, with the company indicating that current indications suggest the total PIPE target may be achievable, subject to finalisation of definitive agreements. The McDermitt project completed a pre-feasibility study in 2024 that confirmed the project's scale and low-cost production potential.

Key Takeaways

Jindalee Lithium's achievement of SEC effectiveness for the US Elemental Form S-4 represents a significant procedural step toward the proposed Nasdaq listing of the McDermitt Lithium Project. With Jindalee shareholder approval already in hand, the remaining conditions centre on the PIPE financing, Constellation shareholder vote, Nasdaq listing approval, and other closing mechanics. The targeted Q4 2026 completion timeline, while not guaranteed, reflects the advanced state of the transaction process following the extended SEC review period. Investors following this transaction will be watching the PIPE financing closure and the Constellation shareholder meeting as the two most critical near-term milestones, alongside any announcements regarding Nasdaq listing approval.