Constellation I

The H2 2026 closing target creates a predictable countdown toward the Jan. 29, 2027 deadline, compressing proxy voting, SEC effectiveness, and registration statement amendment cycles while leaving trust distribution and redemption terms untouched in this communication. The $20–$30 million offering and explicit parent-control confirmation directly shape post-combination cash runway, capital allocation sequencing, and ownership dilution for CSTA public shareholders. Management attributes core asset and valuation metrics to the 2024 prefeasibility study: a 21.5 million metric ton LCE resource, a 63-year mine life projecting 40,000–50,000 metric tons annually of battery-grade lithium carbonate, an estimated project NPV exceeding $3 billion, and an IRR just under 18%. Commercial positioning claims cite regulatory accelerants (FAST-41 federal permitting dashboard status, DOE cooperative research agreement, Defense Logistics Agency’s $300 million domestic lithium procurement tender) and demand structural shifts (>30% of global lithium demand attributed to battery energy storage systems, 55–60% BESS growth projected, and ~$500 billion in AI infrastructure capital expenditure). The filing also discloses that Water Tower Research is compensated up to $15,000 monthly plus ancillary service fees by US Elemental, flagging a material financial relationship that requires scrutiny when evaluating operational forecasts or market sizing assertions.

Investors tracking redemption calendars and sponsor conduct should note the transition into the formal S-4 and proxy solicitation phase, which precedes the official circulation of redemption rights and final pricing mechanics. Beyond the mechanics, Ian Rodger provided numerous substantive, forward-looking assertions that directly frame the acquisition thesis and engineering roadmap. Rodger attributed the following to management expectations and historical studies: McDermitt holds a reported 21.5 million tons of lithium carbonate equivalent, with a prefeasibility study completed at the end of 2024 projecting a 63-year mine life delivering 40,000 to 50,000 tonnes of annual battery-grade lithium carbonate, over $3 billion NPV, and an IRR just under 18%. He cited macro drivers including 55-60% predicted battery energy storage lithium demand growth this year, energy storage rising from 13% to over 30% of total demand, $500 billion in AI infrastructure capex, U.S. battery manufacturing capacity sitting at roughly 200 gigawatt hours requiring an estimated 170,000-180,000 tonnes of lithium annually versus current domestic output of "about five or something of that nature," and a recent U.S. Defense Logistics Agency tender of up to $300 million. He also outlined near-term milestones, including an infill drill program and magnesium co-product test work kicking off this quarter, a feasibility study scheduled to begin in 2027 and conclude by the end of 2027, and a corporate goal to finalize production in the early 2030s. These disclosures materially inform valuation discounts, technical de-risking sequences, and post-merger liquidity assumptions relevant to shareholder redemption decisions.

The transcript delivers substantive operational, regulatory, and market claims attributed to Ian Rodger (Chief Executive Officer of HiTech Minerals and incoming Chief Executive Officer of US Elemental Inc.) that inform redemption and voting calculus. Asset scale and engineering claims: McDermitt Lithium Project contains 21.5 million tons of lithium carbonate equivalent; a prefeasibility study completed at the end of 2024 outlines a 63-year life, 40,000 to 50,000 tonnes of annual battery-grade lithium carbonate production, over $3 billion NPV, and an IRR just under 18% (Rodger). Policy and supply chain claims: the U.S. Defense Logistics Agency tendered up to $300 million for lithium; the U.S. imports roughly 75% of lithium-ion batteries; China controls about 70% of lithium processing and touches about 90% of lithium chemicals annually (Rodger). Demand and macroeconomic claims: battery energy storage lithium demand is predicted to grow 55-60% this year, with the energy storage portion of total lithium demand expanding from 13% to over 30% (Rodger); AI infrastructure rollout drives in the order of $500 billion of capex (Rodger); U.S. battery manufacturing capacity sits at about 200 gigawatt hours, equating to about 170,000-180,000 tonnes of lithium a year, while domestic output is about five or something of that nature (Rodger). Institutional sentiment claims: UBS calls it the third lithium super cycle; J.P. Morgan and Morgan Stanley flag looming supply deficits (Rodger). Permitting and stakeholder claims: McDermitt holds FAST-41 federal permitting priority status; secured a cooperative research and development agreement with the DOE; signed a letter of understanding with the Oregon Building and Trades Union; and executed an MoU with conservation non-profit RESOLVE (Rodger). Executive pedigree claims: Rodger cites prior leadership roles at Rio Tinto, BHP, and OZ Minerals, investment banking at RFC Ambrian, and executive team members with backgrounds at Newmont, Fortescue, Amoco, and Exxon (Rodger).

For investors tracking SPAC mechanics and sponsor conduct, this submission confirms active pre-proxy investor outreach and solidifies the target listing identity (ULIT on Nasdaq), providing a tactical reference point ahead of the January 29, 2027 termination window. While procedural mechanics remain unchanged, the attached exhibit provides substantiated operational and strategic data. According to the Water Tower Research event invitation (Exhibit 99.1), the combined entity, U.S. Elemental, will hold the 100%-owned McDermitt Lithium Project in southeastern Oregon, containing approximately 21.5M tons of lithium carbonate equivalent (LCE) with an estimated 63-year mine life. The document further states that development relies on a 2024 prefeasibility study, FAST-41 permitting status, and expected support from Jindalee Lithium Limited, which will retain a controlling ownership stake post-transaction. These asset parameters allow redemption modeling to weigh stated project scale and permitting maturity against historical SPAC exit behavior as the proxy record date approaches.

Exhibit 99.1, published by Water Tower Research, schedules a July 16, 2026, at 14:00 pm ET virtual session with HiTech Minerals CEO Ian Rodger to discuss the proposed combination and the anticipated Nasdaq listing under ticker ULIT. Attributed to the contracting parties’ management, the invitation describes the McDermitt Lithium Project in southeastern Oregon as holding approximately 21.5M tons of lithium carbonate equivalent (LCE) with an estimated 63-year mine life, supported by a 2024 prefeasibility study and FAST-41 permitting status, targeting demand from electric vehicles and battery energy storage systems. The filing explicitly categorizes all resource projections, planned production targets, NPV/IRR estimates, and forward-looking operational statements as illustrative expectations of management rather than historical facts, warning that actual results may differ materially and deferring comprehensive risk analysis to the forthcoming S-4 and prior periodic reports.

The capital infusion prevents a forced termination or reduced redemption price associated with a depleted trust balance, effectively pausing shareholder exit options until the new July 29, 2026 threshold. By utilizing one extension cycle, management and the sponsor signal continued confidence in identifying a suitable acquisition target, though five additional monthly extensions remain available before the charter mandates dissolution. The filing is formally attested by Chief Executive Officer Chandra R. Patel.

Strategic and operational disclosures materially inform shareholder assessment ahead of the vote. Incoming CEO Ian Rodger states the McDermitt lithium project carries a projected mine life exceeding 60 years per a late 2024 pre-feasibility study, outlines a major in-fill drilling campaign and full feasibility study launching H2 2026 targeting completion by end of 2027, and sets federal permit objectives for end of 2028. The asset entered as one of the first ten projects in the federal FAST-41 permitting initiative. On market conditions, Rodger reports prices rebounding from 2024 lows and characterizes the sector as entering a 'pretty bullish phase,' while asserting US Elemental avoids near-term construction inflation; he references Lithium Americas’ estimate that tariff-related Middle East shipping disruptions could inflate competing development costs by as much as $120 million. The filing's forward-looking statements explicitly identify the volume of redemption requests from Constellation’s public shareholders as a direct variable affecting anticipated capitalization and transaction proceeds.

The S-4 submission triggers the mandatory distribution of preliminary and definitive proxy statements, establishing the redemption submission window, voting record date, and final valuation mechanics for Constellation shareholders. According to the filing, incoming CEO Ian Rodger characterizes the milestone as reflecting the strength of the McDermitt Project and the team’s commitment to bringing domestic lithium assets to U.S. investors, while Constellation Chairman and CEO Chandra Patel describes the S-4 as a key step toward closing and delivering long-term shareholder value. The document outlines US Elemental’s operational strategy around advancing large-scale domestic lithium resources, highlighting the McDermitt Lithium Project in Oregon with a mineral resource estimate of approximately 21.5 million tonnes of lithium carbonate equivalent (LCE) and the Clayton North Project in Nevada. Jindalee reports holding 100% ownership, unencumbered offtake rights, and notes active engagement with the Department of Energy. Financial parameters state the combination implies a pro forma enterprise value of approximately $576 million, contemplates a total capital raise of approximately $20-30 million, and projects approximately $15 million of cash on the balance sheet at closing after transaction-related expenses. Antarctica Capital is described as managing $10 billion of assets as of December 31, 2025. These disclosures provide the valuation baseline, liquidity trajectory, and domestic critical mineral supply narrative that institutional investors and proxy voters will evaluate ahead of the extraordinary general meeting.

The filing substantiates operational and strategic commitments tied to the combination: HiTech Minerals Inc. holds 100% of the McDermitt Lithium Project in Oregon, backed by a November 2024 Pre-Feasibility Study and cited engagement from the U.S. Department of Energy. Jindalee Managing Director and Chief Executive Officer Ian Rodger states drilling will commence in third quarter 2026, accompanied by magnesium value-optimization testwork aimed at a dual lithium and magnesium production strategy. Management frames the S-4 as proof of executed Phase II work, citing completed PCAOB-standard audits and an S-K 1300 technical report. Risk disclosures explicitly outline variables that could alter shareholder economics: the aggregate volume of Constellation redemption requests, PIPE financing availability, NASDAQ listing compliance, pending or future litigation against contracting parties, and evolving federal/state regulatory frameworks. The combined timeline positions the SEC’s comment cycle as the immediate determinant of whether public holders face a compressed turnaround toward conversion or endure interim markups driven by speculation ahead of the mid-2026 closing expectation.

The deposit preserves per-share trust capital against depletion by pushing the redemption liquidation window forward thirty days, while revealing sponsor liquidity behavior through a structured debt draw rather than a fresh equity contribution. The Note carries no interest and automatically matures upon closing a successful business combination. Chief Executive Officer Chandra R. Patel signed the filing on May 29, 2026. Should a deal fail, the filing explicitly restricts repayment recovery to "amounts remaining outside of the Company’s trust account, if any," legally subordinating sponsor recourse to public shareholder redemption proceeds. No commercial strategy, revenue targets, customer concentration, market sizing, technology disclosures, or partnership agreements are contained in this submission.

This communication triggers the final pre-proxy investor outreach window, establishing that the definitive voting schedule, record date, and redemptive exercise periods will be fixed in the forthcoming S-4. Beyond procedure, it introduces target-level commercial and strategic assertions that will anchor public shareholder redemption analysis: the BTV post and CEO Ian Rodger describe the McDermitt Lithium Project resource base as approximately 21.5 million tonnes of lithium carbonate equivalent, note that metallurgical work is underway to evaluate magnesium recovery as a byproduct, state that the project was selected as one of the first ten on the Fast 41 Transparency List alongside Rio Tinto and Albemarle facilities, confirm a cooperative research and development agreement with the Department of Energy exists, project a US Elemental Nasdaq debut under ticker “ULIT” in the third quarter of this year (alternatively referenced as the second half of the year), and declare a corporate spin-out valuation of US $500 million. Each figure and strategic claim is attributed solely to the Company, its executive leadership, or the publishing broadcaster, and will require verification in the draft Registration Statement before being relied upon for redemption or hold decisions relative to the current trust environment.

Provides current trust value and per-share redemption price ($13.78), updated extension timeline through Jan 2027, details of the HiTech deal including sponsor support and convertible preferred financing, increased sponsor loan indicating continued support, and going concern warning. Essential for shareholders assessing redemption timing and deal viability.

The filing surfaces target-level regulatory litigation that could influence execution risk ahead of the proxy solicitation. As reported in the attached press release, U.S. environmental non-profit organizations filed suit in the United States District Court in Oregon challenging the U.S. Bureau of Land Management’s 8 December 2025 Decision Record approving the Exploration Plan of Operations for the McDermitt Lithium Project. Jindalee states that no preliminary injunction or court order staying activities has been entered, and operations may continue under the current authorization while a hearing timetable awaits scheduling. Jindalee CEO Ian Rodger attributes the BLM’s approval to a multi-year environmental review and public comment process, stating the company incorporated seasonal operating restrictions, reclamation requirements, and mitigation measures based on stakeholder feedback. Jindalee characterizes the site as holding “one of the largest lithium resources in the US,” cites 100% ownership with unencumbered offtake rights, and references its November 2024 Pre-Feasibility Study, which the company claims confirmed scale, long-life, and low-cost production potential alongside Department of Energy engagement. While the SPAC’s trust mechanics and redemption windows remain untouched, active federal permitting litigation constitutes a substantive operational headwind that warrants monitoring as the S-4 and definitive proxy approaches, particularly given the Company’s description of the asset as a critical domestic supply and energy security play.

The extension mechanically delays the redemption/liquidation trigger by exactly one calendar month, giving public shareholders until May 29, 2026 to evaluate the target or withdraw at the prevailing trust value. Reliance on a flat $5,000, zero-interest sponsor loan demonstrates that the sponsor is absorbing the administrative cost of the delay without seeking additional capital calls or triggering mandatory trust redemptions. Because the charter permits up to eleven monthly extensions, the filing confirms substantial procedural runway remains, though the continued borrowing suggests the sponsor lacks a finalized target ready for imminent closure. Investors tracking the trust balance should note the $5,000 deposit increases total assets by that exact amount, marginally altering the per-share liquidation floor while extending the holding period.

The disclosed transaction economics establish the valuation baseline and equity waterfall that public shareholders will evaluate against the trust value and redemption threshold ahead of the proxy vote. The explicit $500 million pre-money price and $571 million pro forma enterprise value frame the spread between intrinsic project metrics and market capitalization. The 80%+ retention by Jindalee, combined with sponsor and insider lockups, dictates post-combination float dynamics and near-term sell-side liquidity. The reliance on a $20 to $30 million raise alongside a $15 million net cash injection underscores near-term funding dependencies before commercial scale. Management’s attribution of government permitting acceleration, DOE partnerships, and structural demand shifts provides the risk-reward narrative underpinning the January 29, 2027 expiration window, informing whetherholders view the combination as accretive or dilutive to trust recoverables.

The disclosed pre-money and pro forma enterprise values establish a quantifiable valuation baseline for the target asset, enabling investors to model implied pricing and assess the stated 82% discount to the $3.23 billion post-tax NPV before the proxy vote. Clarifying the indirect ownership structure through an ASX-listed parent and the absence of a direct share exchange reshapes how redemption decisions may weigh secondary liquidity and cross-border tax implications. The confirmed 12-month lock-up and $15 million sponsor commitment align capital deployment timelines, reducing near-term sell-side pressure. Updated permitting milestones (BLM exploration approval completed, mine plan application targeted for late 2027) and metallurgical validation managed by Fluor set tangible operational catalysts ahead of the forthcoming S-4 and proxy solicitation. With no redemption triggers or extension proposals announced, the 2027-01-29 deadline remains intact, preserving the decision window for public shareholders pending formal voting materials.

The scheduling update precedes the anticipated Form S-4/Proxy filing and eventual shareholder vote. In the accompanying materials (Exhibits 99.1 and 99.2), Jindalee and HiTech Minerals state that Antarctica Capital manages over $10 billion in assets as of December 31, 2025. According to Jindalee's 2024 Pre-Feasibility Study cited in the notices, the McDermitt Lithium Project contains a 21.5 million tonnes LCE mineral resource, carries an estimated 63-year project life, yields a $3.2B post-tax NPV (discounted at 8%), and generates a 17.9% post-tax IRR. Management frames these metrics to support the anticipated Nasdaq listing under ULIT, but characterizes them as forward-looking assertions pending definitive registration statements.

This filing provides the definitive mechanics for the long-awaited HiTech deal: trust value, sponsor loan treatment, convertible preferred terms, and deadline risk. The trust is nearly empty (~$628k after the Jan 27, 2026 redemption), making the $2.5M PIPE commitment critical for the Minimum Cash Condition. The sponsor has waived anti-dilution and agreed to a lock-up. The filing also discloses the extension to Jan 29, 2027 and the redemption history, which shows just 46,529 public shares remain — giving public holders almost no vote but a meaningful redemption right at a high trust value.

The filing provides the first definitive terms for CSTA's de-SPAC: a lithium development target with a large U.S. resource (21.5 Mt LCE), a $500M implied valuation, and a clear path to Nasdaq listing. It details the redemption mechanics (trust per share $13.78, sponsor lock-up, minimum cash condition), sponsor forfeiture adjustments, and the financing structure. The document also reveals the company's claims about project economics ($3.23B NPV, 17.9% IRR, 63-year life) and policy advantages (FAST-41, DOE partnership). Investors can now assess the deal's trust value, redemption risk, and sponsor alignment.

This filing establishes the definitive terms for CSTA's de-SPAC, including the target, valuation, financing, and key conditions. Investors can now assess redemption risk relative to the $13.78 trust value and the $14M minimum cash condition. The sponsor's commitment not to redeem and the lock-up provide some stability. The filing also includes an investor presentation detailing the McDermitt lithium project's pre-feasibility study (NPV $3.23B, IRR 17.9%, 47.5ktpa LCE, 63-year life), which frames the investment thesis. The convertible preferred terms (12% coupon, conversion at $12.00 initial, floor $7.50) and warrant coverage affect future dilution. The Jindalee parent guarantee on redemption if the BCA terminates is a credit enhancement for the bridge financing.

A delayed 10-K postpones the publication of audited financials required to validate trust balances, calculate final redemption entitlements, and satisfy conditions precedent in a potential business combination agreement. Because the regulator and shareholders lack updated audited accounts, the sponsor faces increased incentive to file a formal extension amendment before the January 2027 hard stop to avoid forced liquidation. The management-reported collapse in trust interest income to approximately $105,000 for 2025 (down from approximately $1,300,000 in 2024) indicates significantly slower cash accretion in the trust account, which will suppress per-share distributable value at any future payout or redemption window. The expected approximately $2,300,000 non-cash loss on warrant liabilities further reduces reported equity without impairing trust liquidity. Sponsor conduct appears administrative rather than distressed; the CEO framed the filing delay as a standard accounting review cycle, confirmed all other Section 13 or 15(d) reports were timely over the preceding twelve months, and listed no operational setbacks, litigation exposure, customer concentrations, or technology developments.

The extension moves the mandatory completion/redemption calendar date forward by one month to April 29, 2026, preserving capital while consuming one slot of the maximum twelve allowable extensions. The $5,000 deposit nominally adds to the trust balance, though the filing does not disclose the total trust value or per-share trust amount. The sponsor's provision of interest-free extension financing signals continued commitment to target acquisition efforts, while the contractual limitation restricting repayment to non-trust assets protects public shareholders from additional liability if the merger fails. The submission contains no statements regarding customer pipelines, revenue trajectories, market sizing, competitive strategy, technology roadmaps, partnership developments, pending litigation, or executive compensation changes.

The filing materially advances the redemption and liquidation deadline by thirty days, resetting the final date shareholders must evaluate exiting versus staying invested to March 29, 2026. It also documents sponsor conduct: Constellation Sponsor LP continues to backstop the trust with incremental, interest-free capital that is legally subordinated to public funds, lowering immediate liquidity pressure without introducing new equity dilution or complex security structures. The document contains no forward-looking statements regarding target identification, valuation ranges, pipeline meetings, or anticipated industry verticals; it is purely an administrative financing and timeline update.

On other substantive matters, the filing identifies the registrant’s business scope under SIC code 6770 as '05 Real Estate & Construction,' but discloses no specific acquisition targets, customer commitments, revenue projections, market sizing, technology assets, partnerships, litigation, or personnel changes beyond the document being executed by Chief Executive Officer Chandra R. Patel on January 29, 2026. The near-total exit of public shareholders leaves only 46,529 shares in circulation, drastically reducing liquidity and altering price discovery mechanics for CSTAF. Because extension funding relies entirely on sponsored promissory notes rather than cash contributions, investors should track the sponsor’s capacity to meet the monthly $5,000 obligations and watch for formal extension notices submitted to the Cayman Islands Registrar of Companies prior to the February 28, 2026, interim deadline.

What changed: A Form 8-K current report disclosing executive departures under Item 5.02 and regulatory exhibits under Item 9.01. On August 6, 2026, Graeme Shaw notified Constellation Acquisition Corp I of his immediate resignation as Chief Technology Officer. Also on August 6, 2026, Richard C. Davis notified the company of his immediate resignation as President, while retaining his board director seat. The company stated both resignations "did not result from any disagreements with the Company on any matter relating to its operations, policies or practices." This filing reports zero changes to redemption mechanics, trust valuation per share, extension proposals, or target acquisition status. Why it matters: The dual resignation of the President and Chief Technology Officer alters the SPAC’s executive composition without announced successors, introducing execution risk as the sponsor navigates its pre-completion obligations. Tracking the vacated roles is critical because leadership continuity directly affects merger due diligence velocity and sponsor accountability. While the stated lack of operational disagreements reduces near-term governance friction, the unstaffed presidential and technological functions require investors to watch for interim appointments and assess whether remaining resources adequately support deal sourcing before the contractually defined completion horizon closes.

What changed: Form 425 filed pursuant to Rule 425 under the Securities Act of 1933 and deemed filed under Rule 14a-12 of the Exchange Act of 1934, functioning as a routine compliance exhibit that attaches a transcript of a video interview published on Nasdaq’s The Signal on July 24, 2026, to the SEC record. This filing does not amend the merger agreement, adjust the redemption deadline of January 29, 2027, modify the $13.78 per share trust value, announce an extension, track deal completion milestones, or disclose sponsor conduct. It is a procedural submission confirming that external media commentary related to the business combination has been furnished for regulatory purposes without altering voting mechanics, trust balances, or shareholder redemption windows. Why it matters: Ian Rodger, identified in the filing as CEO of HiTech Minerals Inc. and incoming CEO of US Elemental, states the merged entity will develop the McDermitt Lithium Project to supply battery-grade lithium carbonate into US supply chains. He claims the company is entering a period of lithium market deficit and notes that the United States holds approximately 200 gigawatt hours of battery capacity while producing very little lithium domestically. According to Rodger, the project offers a tier one, large-scale, long-life, low-cost source of American-made battery chemicals, leverages government support via the FAST-41 initiative and a Department of Energy cooperative research agreement, and intends to raise capital to fund a feasibility study through a final investment decision. These forward-looking assertions accompany a standard safe harbor disclaimer that explicitly references risks tied to the amount of redemption requests made by public shareholders, PIPE financing availability, and Form S-4 readiness. While the interview provides qualitative framing ahead of the proxy statement mailing, it carries no binding operational commitments, does not change the trust allocation, and requires investors to await the definitive S-4 and proxy materials for concrete financials, valuation metrics, or deal terms.

What changed: A Form 8-K current report disclosing a SPAC business combination deadline extension. This routine compliance exhibit reports that, effective July 29, 2026, the company extended its initial business combination deadline from July 29, 2026, to August 29, 2026. To fund this sixth of eleven permitted one-month extensions, the company drew $5,000 pursuant to an unsecured promissory note dated January 30, 2024, with Constellation Sponsor LP and deposited it into the trust account. The note carries no interest, matures upon closing the initial business combination, and is expressly repayable only from amounts remaining outside the trust account if no transaction consummates. Chief Executive Officer Chandra R. Patel signed the filing to confirm the extension committee of the board of directors approved the draw via unanimous resolution. Why it matters: The redemption calendar shifts from July 29, 2026, to August 29, 2026, granting public shareholders an additional 30-day window to assess whether to retain equity for a potential deSPAC transaction or redeem for their pro-rata trust allocation. The $5,000 deposit momentarily increases the trust account balance, though it structurally protects public investors since the loan lacks interest and holds subordination priority against non-trust assets. Exhausting the sixth of eleven allowable extensions highlights continued sponsor engagement but narrows the operational runway. The filing contains no revenue projections, market size data, partnership announcements, or litigation disclosures.

What changed: SEC Form 425 filing containing a Water Tower Research fireside chat transcript and supporting presentation materials documenting the proposed business combination between Constellation Acquisition Corp I and HiTech Minerals Inc. (a wholly owned U.S. subsidiary of Jindalee Lithium Ltd.) to form US Elemental Inc. The filing advances deal progress disclosures by establishing a target business combination closing window in the second half of 2026 and introducing a contiguous $20–$30 million capital raise. It confirms Jindalee Lithium Ltd. will retain controlling ownership post-closing and identifies Antarctica Capital as the SPAC sponsor. No revisions to the January 29, 2027 liquidation deadline, trust mechanics, or public shareholder redemption procedures are reported. Instead, project execution milestones are formalized: immediate initiation of an infill drill program and magnesium co-product test work, followed by a feasibility study launched in 2027 and targeting completion by year-end 2027, with construction financing and commercial production aimed for the early 2030s. The complete executive roster is introduced, led by incoming CEO Ian Rodger and CFO Tristan Garthe. Why it matters: The H2 2026 closing target creates a predictable countdown toward the Jan. 29, 2027 deadline, compressing proxy voting, SEC effectiveness, and registration statement amendment cycles while leaving trust distribution and redemption terms untouched in this communication. The $20–$30 million offering and explicit parent-control confirmation directly shape post-combination cash runway, capital allocation sequencing, and ownership dilution for CSTA public shareholders. Management attributes core asset and valuation metrics to the 2024 prefeasibility study: a 21.5 million metric ton LCE resource, a 63-year mine life projecting 40,000–50,000 metric tons annually of battery-grade lithium carbonate, an estimated project NPV exceeding $3 billion, and an IRR just under 18%. Commercial positioning claims cite regulatory accelerants (FAST-41 federal permitting dashboard status, DOE cooperative research agreement, Defense Logistics Agency’s $300 million domestic lithium procurement tender) and demand structural shifts (>30% of global lithium demand attributed to battery energy storage systems, 55–60% BESS growth projected, and ~$500 billion in AI infrastructure capital expenditure). The filing also discloses that Water Tower Research is compensated up to $15,000 monthly plus ancillary service fees by US Elemental, flagging a material financial relationship that requires scrutiny when evaluating operational forecasts or market sizing assertions.

What changed: A Form 8-K written communication filed pursuant to Rule 425 under the Securities Act, attaching Exhibit 99.1, which is the full transcript of a July 16, 2026 Water Tower Research Fireside Chat/interview featuring Ian Rodger, incoming Chief Executive Officer of the proposed merged entity US Elemental Inc., discussing the pending business combination with Constellation Acquisition Corp I. The filing updates deal progress by confirming that Constellation Acquisition Corp I, HiTech Minerals Inc., Jindalee Lithium Limited, and US Elemental Inc. are actively preparing a Form S-4 Registration Statement and a definitive proxy statement for distribution to public shareholders ahead of a special meeting vote. It states the combined company expects an anticipated Nasdaq listing under the ticker ULIT and cites a target to raise between $20 million and $30 million as part of the transaction. The release does not modify the documented $13.78 trust per share, the January 29, 2027 redemption deadline, or any existing extension or redemption procedures. Why it matters: Investors tracking redemption calendars and sponsor conduct should note the transition into the formal S-4 and proxy solicitation phase, which precedes the official circulation of redemption rights and final pricing mechanics. Beyond the mechanics, Ian Rodger provided numerous substantive, forward-looking assertions that directly frame the acquisition thesis and engineering roadmap. Rodger attributed the following to management expectations and historical studies: McDermitt holds a reported 21.5 million tons of lithium carbonate equivalent, with a prefeasibility study completed at the end of 2024 projecting a 63-year mine life delivering 40,000 to 50,000 tonnes of annual battery-grade lithium carbonate, over $3 billion NPV, and an IRR just under 18%. He cited macro drivers including 55-60% predicted battery energy storage lithium demand growth this year, energy storage rising from 13% to over 30% of total demand, $500 billion in AI infrastructure capex, U.S. battery manufacturing capacity sitting at roughly 200 gigawatt hours requiring an estimated 170,000-180,000 tonnes of lithium annually versus current domestic output of "about five or something of that nature," and a recent U.S. Defense Logistics Agency tender of up to $300 million. He also outlined near-term milestones, including an infill drill program and magnesium co-product test work kicking off this quarter, a feasibility study scheduled to begin in 2027 and conclude by the end of 2027, and a corporate goal to finalize production in the early 2030s. These disclosures materially inform valuation discounts, technical de-risking sequences, and post-merger liquidity assumptions relevant to shareholder redemption decisions.

What changed: Current Report on Form 8-K (Item 7.01 Regulation FD Disclosure) furnishing Exhibit 99.1, a verbatim transcript of a Water Tower Research fireside chat conducted on July 16, 2026. Mechanical tracking parameters remain unchanged relative to the provided baseline: trust value holds at $13.78 per share and the business combination deadline remains 2027-01-29. Deal progress disclosures update execution timelines and capital expectations: management targets closing the business combination in the second half of 2026; anticipates raising between $20 million and $30 million as part of the transaction; plans to commence a feasibility study in 2027 with a goal to complete it by the end of 2027; and schedules an immediate quarterly kickoff of an infill drill program alongside magnesium co-product selection studies. The sponsor remains Antarctica Capital, and the filing was countersigned by Constellation CEO Chandra R. Patel. Why it matters: The transcript delivers substantive operational, regulatory, and market claims attributed to Ian Rodger (Chief Executive Officer of HiTech Minerals and incoming Chief Executive Officer of US Elemental Inc.) that inform redemption and voting calculus. Asset scale and engineering claims: McDermitt Lithium Project contains 21.5 million tons of lithium carbonate equivalent; a prefeasibility study completed at the end of 2024 outlines a 63-year life, 40,000 to 50,000 tonnes of annual battery-grade lithium carbonate production, over $3 billion NPV, and an IRR just under 18% (Rodger). Policy and supply chain claims: the U.S. Defense Logistics Agency tendered up to $300 million for lithium; the U.S. imports roughly 75% of lithium-ion batteries; China controls about 70% of lithium processing and touches about 90% of lithium chemicals annually (Rodger). Demand and macroeconomic claims: battery energy storage lithium demand is predicted to grow 55-60% this year, with the energy storage portion of total lithium demand expanding from 13% to over 30% (Rodger); AI infrastructure rollout drives in the order of $500 billion of capex (Rodger); U.S. battery manufacturing capacity sits at about 200 gigawatt hours, equating to about 170,000-180,000 tonnes of lithium a year, while domestic output is about five or something of that nature (Rodger). Institutional sentiment claims: UBS calls it the third lithium super cycle; J.P. Morgan and Morgan Stanley flag looming supply deficits (Rodger). Permitting and stakeholder claims: McDermitt holds FAST-41 federal permitting priority status; secured a cooperative research and development agreement with the DOE; signed a letter of understanding with the Oregon Building and Trades Union; and executed an MoU with conservation non-profit RESOLVE (Rodger). Executive pedigree claims: Rodger cites prior leadership roles at Rio Tinto, BHP, and OZ Minerals, investment banking at RFC Ambrian, and executive team members with backgrounds at Newmont, Fortescue, Amoco, and Exxon (Rodger).

What changed: This document is a Form 8-K Current Report filed pursuant to Item 7.01 Regulation FD Disclosure, containing a joint press release and standard forward-looking statement cautions submitted by Constellation Acquisition Corp I. Per the joint press release dated July 15, 2026, the Contracting Parties announced that Ian Rodger, Chief Executive Officer of HiTech Minerals and incoming Chief Executive Officer of US Elemental Inc., will participate in a Water Tower Research Fireside Chat on Thursday, July 16, 2026, at 2:00 pm ET. Bearing on SPAC mechanics, the filing confirms the parties are preparing a Registration Statement on Form S-4 to be distributed to CSTA shareholders ahead of an extraordinary general meeting vote, but reports no amendments to the proposed business combination structure, no adjustments to the public share redemption price, and no filings related to a trust extension. The press release explicitly catalogues 'the amount of redemption requests made by CSTA’s public shareholders' among anticipated forward-looking variables, yet discloses zero actual redemption volumes or cash outflows. Why it matters: The disclosure indicates Antarctica Capital LLC continues scheduled investor education ahead of the proxy cycle, describing itself as an international investment firm with '$10 billion of assets under management as of December 31, 2025.' Regarding target operations, the press release attributes to HiTech Minerals and Jindalee Lithium Limited several corporate claims: US Elemental Inc. plans to list on Nasdaq under ticker symbol “ULIT” upon consummation of the Transaction; the development portfolio comprises the McDermitt Lithium Project in Oregon and the Clayton North Project in Nevada intended to support domestic battery demand; Jindalee holds '100% ownership and unencumbered offtake rights'; and a Pre-Feasibility Study completed in November 2024 confirmed 'McDermitt’s scale, long-life, and low-cost production potential' alongside 'strong engagement from US government agencies, including the Department of Energy.' Because the Registration Statement and definitive proxy statement remain unmailed and no voting record date has been established, the redemption calendar and trust mechanics remain untouched, making this a routine compliance exhibit that tracks executive succession, permitting milestones, and sponsor-led marketing pacing without altering shareholder exit parameters.

What changed: A Rule 425 written communication (Form 8-K Current Report) comprising a joint press release filed by HiTech Minerals Inc. and Constellation Acquisition Corp I. No alterations to the redemption deadline (January 29, 2027), trust value per share ($13.78), extension mechanisms, or deal structure were reported. The filing confirms the Contracting Parties are actively drafting a Registration Statement on Form S-4 that will contain the definitive proxy statement for a shareholder vote on the Business Combination, with mailing scheduled upon SEC declaration of effectiveness. Sponsor Antarctica Capital, LLC maintains its governance role, evidenced by CSTA Chief Executive Officer Chandra R. Patel executing the report. No updates were disclosed regarding the count or value of redemption requests, PIPE financing allocations, or warrant exercise pricing (fixed at $11.50 per whole warrant exercisable for one Class A ordinary share). Why it matters: The submission advances the investor relations phase preceding the proxy vote, announcing that Ian Rodger (Chief Executive Officer of HiTech Minerals and incoming Chief Executive Officer of US Elemental Inc.) will address the McDermitt Lithium Project during a Water Tower Research Fireside Chat Series hosted by Managing Director Dmitry Silverstein on Thursday, July 16, 2026 at 2:00 pm ET. In the attached press release, HiTech Minerals and Constellation characterize the McDermitt and Clayton North Projects as positioning to support growing U.S. demand for battery materials and critical minerals, while asserting Jindalee holds 100% ownership and unencumbered offtake rights. Jindalee further claims its November 2024 Pre-Feasibility Study 1 validated the assets’ scale, long-life profile, and low-cost production potential, citing strong engagement from U.S. government agencies including the Department of Energy. Antarctica Capital describes itself as an international investment firm with $10 billion of assets under management as of December 31, 2025. These strategic, operational, and leadership assertions do not modify the redemption timetable, trust account distribution waterfalls, or extension voting procedures, meaning investors must await the preliminary proxy statement and S-4 prospectus for quantified dilution models, projected enterprise value, and actual redemption threshold calculations.

What changed: Form 8-K furnishing a Rule 425 written communication consisting of a Water Tower Research-hosted virtual event invitation regarding a proposed business combination. No amendments to redemption deadlines, trust accounting, or extension mechanics are disclosed. The filing confirms that the Contracting Parties are advancing toward filing a Form S-4 Registration Statement containing a definitive proxy statement for shareholder voting on the business combination. It schedules a virtual conversation for July 16, 2026, at 14:00 pm ET featuring Ian Rodger, identified as CEO of HiTech Minerals Inc. (and later as CEO of US Elemental in the attached exhibit). The filing also confirms post-combination Nasdaq listing expectations under the ticker ULIT and notes that projected disclosures will track 'the amount of redemption requests made by CSTA’s public shareholders.' Why it matters: For investors tracking SPAC mechanics and sponsor conduct, this submission confirms active pre-proxy investor outreach and solidifies the target listing identity (ULIT on Nasdaq), providing a tactical reference point ahead of the January 29, 2027 termination window. While procedural mechanics remain unchanged, the attached exhibit provides substantiated operational and strategic data. According to the Water Tower Research event invitation (Exhibit 99.1), the combined entity, U.S. Elemental, will hold the 100%-owned McDermitt Lithium Project in southeastern Oregon, containing approximately 21.5M tons of lithium carbonate equivalent (LCE) with an estimated 63-year mine life. The document further states that development relies on a 2024 prefeasibility study, FAST-41 permitting status, and expected support from Jindalee Lithium Limited, which will retain a controlling ownership stake post-transaction. These asset parameters allow redemption modeling to weigh stated project scale and permitting maturity against historical SPAC exit behavior as the proxy record date approaches.

What changed: Form 8-K furnishing a Regulation FD Disclosure (Rule 425 written communication) containing Exhibit 99.1, an invitation to an investor webinar hosted by Water Tower Research. The filing reports no adjustments to the trust account, the liquidation deadline, redemption mechanics, or sponsor conduct. Instead, it confirms that Constellation Acquisition Corp I, HiTech Minerals Inc., and US Elemental Inc. are currently preparing a Registration Statement on Form S-4, which will incorporate the definitive proxy statement used to solicit shareholder votes for the proposed business combination. Distribution of that proxy statement is noted to occur after the S-4 is filed and declared effective by the SEC. Why it matters: Exhibit 99.1, published by Water Tower Research, schedules a July 16, 2026, at 14:00 pm ET virtual session with HiTech Minerals CEO Ian Rodger to discuss the proposed combination and the anticipated Nasdaq listing under ticker ULIT. Attributed to the contracting parties’ management, the invitation describes the McDermitt Lithium Project in southeastern Oregon as holding approximately 21.5M tons of lithium carbonate equivalent (LCE) with an estimated 63-year mine life, supported by a 2024 prefeasibility study and FAST-41 permitting status, targeting demand from electric vehicles and battery energy storage systems. The filing explicitly categorizes all resource projections, planned production targets, NPV/IRR estimates, and forward-looking operational statements as illustrative expectations of management rather than historical facts, warning that actual results may differ materially and deferring comprehensive risk analysis to the forthcoming S-4 and prior periodic reports.