Key Highlights

  • The SEC has declared effective a Form S-4 registration statement filed by US Elemental.
  • The filing covers a proposed Business combination between HiTech Minerals and Constellation Acquisition, a SPAC.
  • Jindalee is targeting a Nasdaq listing for McDermitt during the December quarter.
  • Remaining conditions include Constellation Shareholder approval, Nasdaq approval and a minimum cash condition of US$14 million.

Jindalee Lithium (ASX:JLL) announced on 5 November 2026 that the US Securities and Exchange Commission (SEC) had declared effective a Form S-4 registration statement filed by US Elemental. The filing covers a proposed business combination between Jindalee's Subsidiary HiTech Minerals and Constellation Acquisition (OTCPK:CSTAF), a special-purpose acquisition company (SPAC) sponsored by Antarctica Capital.

HiTech Minerals owns 100% of the McDermitt Lithium Project in south-east Oregon. Jindalee is targeting a Nasdaq listing for the project during the December quarter.

What effectiveness means

An effective registration statement allows Constellation to call an extraordinary general meeting at which its shareholders can vote on the deal. Constellation's sponsors have agreed to vote in favour.

Jindalee notes that the SEC step is procedural and does not represent SEC approval of the combination. The SEC reviews disclosure, not the merits of a transaction.

The proposed structure

US Elemental plans to list on Nasdaq under the ticker ULIT and hold Jindalee's US assets. Jindalee expects to retain a majority interest of 80% or more at closing, which would give its shareholders indirect exposure to a US-listed lithium developer.

The deal contemplates a private Investment in public Equity (PIPE) raising of about US$20 million to US$30 million. An Antarctica affiliate has made a binding US$4 million commitment towards that.

Conditions still to be met

Remaining conditions include Constellation shareholder approval, Nasdaq listing approval, regulatory approvals and a minimum cash condition of US$14 million, net of certain transaction expenses. Jindalee shareholders approved the transaction in June 2026.

Managing Director Ian Rodger said execution was now the priority, with the focus on closing the PIPE financing, holding the Constellation meeting, securing Nasdaq approval and satisfying the remaining conditions.

Jindalee cautions that there is no assurance the conditions will be met or that completion will occur on the expected timetable.

Why a US listing

McDermitt is a claystone lithium deposit near the Nevada border, in a region that also hosts other large lithium clay projects. A US listing could give the project access to American investors and to government funding programmes that favour domestic critical minerals supply. It could also make it easier to compare the project with US-listed peers.

The SPAC risks

SPAC mergers often face high Redemption rates, where SPAC shareholders withdraw their cash rather than take shares in the merged company. That can make minimum cash conditions difficult to meet. The PIPE is intended to help, but only US$4 million is currently committed against a target of up to US$30 million.

Post-listing share price performance for SPAC-merged companies has been mixed, and the value Jindalee shareholders ultimately realise will depend on how the market prices US Elemental.

The project's challenge

Claystone lithium projects have not yet been proven at commercial scale in the United States, and processing routes are still being developed. McDermitt's progress will therefore depend on metallurgical work and funding beyond the listing.

Jindalee's approach is one of several routes that ASX-listed companies with US Assets have taken to gain exposure to American Capital markets. Others have pursued dual listings or direct Nasdaq listings of their parent company. A SPAC Merger can be faster than a traditional initial public offering, but it typically involves sponsor shares and Transaction Costs that dilute existing holders. The final ownership split and the cash available to US Elemental after redemptions will be central to the outcome for Jindalee shareholders, who would retain exposure through Jindalee's expected majority interest.

What comes next

The Constellation meeting, the PIPE closing and Nasdaq approval are the immediate steps. Jindalee has targeted completion during the December quarter, and updates on redemptions and the PIPE will be the clearest guide to whether that timetable holds.