CSTAF merger with US Elemental
US Elemental (United States) — Developing the McDermitt Lithium Project in the Oregon/Nevada region to extract near-surface sediment-hosted lithium ore and process it into domestically produced, battery-grade lithium carbonate.Pre-revenue: the filings show no meaningful actual revenue for the most recent reported period.
Expected close, as filed: H2 2026.
Announced 9 April 2026.
The symbol the combined company is expected to trade under.
US Elemental Inc. is a newly formed U.S. lithium development company created through a business combination between HiTech Minerals Inc., a wholly owned subsidiary of Australia-listed Jindalee Lithium Limited (ASX: JLL), and Constellation Acquisition Corp. I (CSTA), a special purpose acquisition company sponsored by affiliates of Antarctica Capital, a global investment manager with over $10 billion in assets under management. Announced on April 9, 2026, the transaction implies a pro forma enterprise value of approximately $571 million and an implied equity value of $500 million, with the combined company expected to list on Nasdaq under the ticker "ULIT" during the second half of 2026. Upon closing, US Elemental will hold Jindalee's U.S. lithium assets, principally the McDermitt Lithium Project straddling the Oregon-Nevada border within the McDermitt Caldera, the same geological formation that hosts Lithium Americas' Thacker Pass project, as well as the earlier-stage Clayton North Project in Nevada. Jindalee will roll over 100% of its equity interest and retain approximately 80% or more of the combined entity, with consideration payable primarily in US Elemental shares.
The McDermitt Project anchors the company's pitch: a sedimentary lithium deposit with a mineral resource of approximately 21.5 million tonnes of lithium carbonate equivalent (11.1 Mt indicated and 10.4 Mt inferred), a maiden Probable Ore Reserve of 2.34 Mt LCE, and an estimated project life of roughly 63 years, positioning it among the largest known lithium deposits in the United States. A pre-feasibility study completed in late 2024 projects a post-tax NPV of $3.2 billion at an 8% discount rate, a 17.9% post-tax IRR, planned production of approximately 47,500 tonnes per year of lithium carbonate during the first decade, and EBITDA margins exceeding 60%. The project also carries potential magnesium by-product upside and has secured a research and development partnership with the U.S. Department of Energy. McDermitt was selected as one of the first ten projects added to the federal government's FAST-41 permitting initiative, which streamlines coordination across federal agencies, and its Environmental Project Outline was approved in December 2025. Incoming CEO Ian Rodger, currently CEO of Jindalee, has said the company plans to launch a major in-fill drilling campaign and full feasibility study in the second half of 2026, targeting feasibility study completion by end of 2027 and key federal permits by end of 2028.
US Elemental is a pre-revenue, development-stage mining company with no current sales or operating cash flow; its valuation rests entirely on forward-looking project economics rather than historical financials. The transaction contemplates a capital raise of approximately $20 to $30 million, including a $2.5 million commitment from an Antarctica Capital affiliate to purchase newly issued equity or equity-linked securities of PubCo on substantially the same terms as the PIPE Financing Agreements, conditioned on the Minimum Cash Condition being satisfied, alongside a separate $1.55 million already funded at signing through a Series A Cumulative Convertible Preferred purchase (which the 10-Q does not characterise as PIPE financing), with the preferred carrying dividend rates of 10% cash and 12% PIK (15% on default), conversion at $1,000 per share, and five-year warrants exercisable at $11.50. The deal carries a $14 million minimum cash condition at closing, expected to be met through a combination of any remaining SPAC trust cash and additional PIPE or equity-linked financing. Constellation's trust account held only approximately $860,000 as of January 2026, meaning the company will need to attract substantial third-party capital to satisfy the minimum cash requirement, and the deal materials assume 100% redemptions in their illustrative calculations.
The SPAC route was chosen over a traditional IPO because it offers a faster path to U.S. public markets and allows the company to present forward-looking project projections, including NPV, IRR, and EBITDA margin estimates, as part of the investor case, which is particularly valuable for a capital-intensive mining developer that has not
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- PIPE
- $21M
- Min-cash condition
- $14M
- Sponsor promote
- 20%
- Break fee
- $6M
- Exchange ratio
1:1. Each CSTA Class B ordinary share converts into a Class A ordinary share, and each Class A ordinary share (including converted Class B) is cancelled and exchanged for one newly issued PubCo Common Share; each CSTA warrant becomes a PubCo warrant. Sponsor loans and existing Jindalee intercompany amounts convert into PubCo Loan Warrants at $1.50 per warrant.more ▾less ▴
No third-party common-stock PIPE. At signing a Sponsor affiliate bought 1,550 shares of HiTech 12.0% Series A Cumulative Convertible Preferred for $1,550,000 (exchanged at Closing for PubCo Preferredmore ▾less ▴
PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is filed; the terms are in a document we have not read, and an unread term is left blank rather than assumed to be plain common stock at $10.00.
from and after the date hereof, until the earlier of (i) twelve (12) months after the Acquisition Closing and (ii) the date following the Acquisition Closing on which PubCo (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of PubCo’s (or such successor’s) shareholders having the right to exchange their securities for cash, securities or other property (the “ Lock-up Period ”), Sponsor agrees not to (a) Transfer or permit any Transfer of the PubCo Common Shares issued to Sponsor upon conversion of Sponsor’s SPAC Shares in connection with the Initial Merger and pursuant to Section 2.2(f) of the Business Combination Agreement (the “ Lock-up Sharesmore ▾less ▴
If the amount of SPAC Transaction Expenses plus the amount outstanding under any Continuing Sponsor Transaction Loans to the extent used to finance amounts which would otherwise constitute SPAC Transaction Expenses had they not been paid exceed $6,000,000 in the aggregate, Sponsor will forfeit, in addition to the surrender or forfeiture of any Sponsor Equity Securities pursuant to Section 3 , immediately prior to the Initial Closing an amount of Subject SPAC Equity Securities equal to (x) the excess over $6,000,000 divided by (y) $10.00more ▾less ▴
Three different numbers are all called the deal value
They are not the same fact, and only the last one is what a valuation multiple may be struck on.
What US Elemental Inc. (HiTech Minerals / McDermitt Lithium) on its own is valued at, before a dollar of the SPAC's trust or the PIPE reaches it. This is the price agreed for the business itself.
assumes 0% redemptions
Every share of the combined company, marked at the reference price, once the deal closes — the business PLUS the cash that arrives with it. This is the figure press headlines quote, and it is bigger than the business for that reason alone.
The combined company net of that cash — what the buyers are paying for the BUSINESS. Every multiple below is struck on this figure and on nothing else.
What that price is, per dollar of sales
Enterprise value ÷ EBITDA — not shown
No EBITDA figure for US Elemental Inc. (HiTech Minerals / McDermitt Lithium) appears in any filing we hold, so no EV/EBITDA multiple is shown. We have not inferred one from a margin assumption — a multiple built on an assumed margin measures the assumption, not the company.
What qualifies these figures
- The equity and cash figures above assume NOBODY REDEEMS — the filing's own assumption, and the most favourable one available to it. Public shareholders in this market frequently redeem most of a trust; at a higher rate both figures fall together and the enterprise value the multiples are struck on does not move.
- The announced headline of $500M and the filed pro-forma equity value of $586.2M are not the same number. Both are recorded as stated; we have not reconciled them for you.
All figures above are stated in EX-99 investor presentation (deal-signing deck)0001213900-26-042089
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: US Elemental Inc. (HiTech Minerals / McDermitt Lithium)
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Developing the McDermitt Lithium Project in the Oregon/Nevada region to extract near-surface sediment-hosted lithium ore and process it into domestically produced, battery-grade lithium carbonate.
Founded 2018.
The filings show no meaningful actual revenue for the most recent reported period.
Expensive or cheap?
vs 3 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what US Elemental Inc. (HiTech Minerals / McDermitt Lithium) actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
US Elemental Inc. (HiTech Minerals / McDermitt Lithium) has no meaningful revenue yet, so no multiple is computable — this is priced on a story, not on financials. The deal still values it at $571.2M.
The company reports no meaningful sales yet, so there is nothing to divide the price by.
Pro-forma enterprise value as filed.
No meaningful revenue in the most recent reported period.
Not computable — the filings show no meaningful revenue for the most recent reported period.
$1 of their sales costs $13.33 on the open market. Median of 3 listed companies we judged a true comparable, which individually run from 3.09× to 277.25×. Their share prices are from 14 August 2026, not today.
What qualifies the figures above
- LAC, ATLX, SLI, ABAT, CRML, FNUC, JLL.AX, LAR, FEAM, CTGO, USAU, AUST, NUCL have no revenue to divide by, so they are shown but left out of the peer median.
The 16 listed companies it is measured against, and why
- LACno revenue multiple
Lithium Americas' Thacker Pass is the only other lithium resource in the same McDermitt Caldera - identical geology, jurisdiction and DOE-loan policy tailwind, one development stage ahead.
- IONR277.25× revenue
ioneer's Rhyolite Ridge is the closest listed U.S. pre-production lithium developer analogue: Nevada sediment-hosted project, DOE loan, permitting-stage valuation.
- ATLXno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); micro-cap ($112m); shares lithium, minerals, project, exploration, mineral, ore with the target's own description; forward EV/Sales 729.3x.
- SLIno revenue multiple
Standard Lithium - US-listed pre-revenue lithium development company (Arkansas DLE) trading on resource size and project NPV rather than earnings, like US Elemental.
- ABATno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); micro-cap ($158m); shares lithium, claystone, nevada, resource, exploration, value with the target's own description; forward EV/Sales 14.6x.
- ALB3.09× revenue
Albemarle is the scaled U.S. lithium producer that anchors what the market pays for actual lithium-carbonate earnings versus development-stage promises.
- CRMLno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); small-cap ($376m); shares lithium, project, minerals, mining, mine, critical with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- SGML13.33× revenue
Sigma Lithium - recently-ramped single-asset lithium producer showing the multiple a project earns once it crosses from PFS paper into production.
- FNUCno revenue multiple
Operational comp: Uranium (NEC); micro-cap ($43m); shares lithium, minerals, exploration, project, hosted, mine with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- JLL.AXno revenue multiple
Jindalee Lithium is the ASX-listed parent rolling 100% of HiTech and keeping ~80%+ of US Elemental - the most direct read on how the market prices this exact asset; AUD quote so multiples excluded.
- LARno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); small-cap ($906m); shares lithium, project, resource, mining, mineral, has with the target's own description; forward EV/Sales 3.5x.
- FEAMno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); micro-cap ($70m); shares lithium, carbonate, project, americas, resource, claims with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CTGOno revenue multiple
Operational comp: Gold Mining; small-cap ($395m); shares mining, minerals, project, exploration, mineral, claims with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- USAUno revenue multiple
Operational comp: Gold Mining; micro-cap ($271m); shares project, nevada, exploration, mining, deposit, mineral with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- AUSTno revenue multiple
Operational comp: Gold Mining; micro-cap ($20m); shares nevada, oregon, mining, project, claims, exploration with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- NUCLno revenue multiple
Operational comp: Uranium (NEC); shares mcdermitt, nevada, oregon, mining, project, border with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.