US Elemental to Go Public via NASDAQ Listing After Business Combination with Constellation Acquisition Corp. I
US Elemental to Go Public via NASDAQ Listing After Business Combination with Constellation Acquisition Corp. I
Key Points for Investors
- US Elemental Inc., a newly formed U.S. lithium development company, will be listed on NASDAQ under the ticker “ULIT” through a business combination with Constellation Acquisition Corp. I (CSTA), a SPAC sponsored by Antarctica Capital.
- The transaction will consolidate HiTech Minerals Inc. (a wholly owned subsidiary of Jindalee Lithium Limited, ASX: JLL) U.S. lithium assets, notably the McDermitt Lithium Project in Oregon and the Clayton North Project in Nevada, under US Elemental.
- The McDermitt Lithium Project is among the largest lithium resources in the U.S., holding approximately 21.5 million tonnes of lithium carbonate equivalent (LCE) and an estimated project life of 63 years.
- The business combination implies a pro forma enterprise value of approximately \$571 million.
- Jindalee Lithium will roll over 100% of its equity interest in the U.S. assets and is expected to retain a majority (estimated 80%+) ownership in US Elemental post-transaction.
- Transaction includes a capital raise of \$20-30 million, with \$4 million PIPE investment committed by Antarctica Capital affiliates.
- Upon closing, the combined entity is expected to have approximately \$15 million in cash (post-transaction expenses).
- The McDermitt project’s Pre-Feasibility Study (PFS) projects a \$3.2 billion NPV (8%) and 17.9% post-tax IRR, targeting annual production of 47,500 tonnes of lithium carbonate during the initial decade of operations.
- Transaction is expected to close in the second half of 2026, subject to regulatory and shareholder approvals and a minimum cash condition of \$14 million (net of certain expenses).
Strategic and Price-Sensitive Information for Shareholders
- This transaction positions US Elemental as a pure-play, U.S.-listed lithium developer at a time of surging domestic demand for battery materials, electrification, and energy storage, and aligns with U.S. policy priorities for critical minerals supply chain security.
- Access to U.S. capital markets via NASDAQ is expected to unlock significant new sources of growth capital and strategic partnerships.
- Jindalee’s continued majority ownership indicates strong alignment between existing management and new U.S. public investors, with 100% rollover of their stake.
- Capital raise and PIPE investment, as well as the level of redemptions by Constellation’s shareholders, may directly influence the post-transaction valuation and available growth capital for US Elemental.
- Project economics (NPV, IRR, projected output) suggest the McDermitt Project could become a significant player in the U.S. lithium market, potentially impacting the valuation of both Jindalee (ASX: JLL) and the new ULIT ticker.
- The transaction’s success is subject to various risks, including regulatory approvals, capital raise execution, government support, and potential changes in U.S. policy toward critical minerals.
- Investors should monitor upcoming regulatory filings (Form S-4/Proxy Statements), the outcome of shareholder votes, and future capital market activities.
- An investor webcast is scheduled for April 16, 2026, at 10:00 AM Eastern Time, which may provide further clarity on transaction details and valuation implications.
Detailed Transaction Overview
US Elemental will acquire all U.S. lithium assets currently held by HiTech Minerals, consolidating the McDermitt Project (Oregon) and Clayton North Project (Nevada). The McDermitt Project alone is estimated to support a 63-year project life with an annualized lithium carbonate production of 47,500 tonnes in its first decade. The pre-feasibility study forecasts a strong economic profile: \$3.2 billion NPV (8%) and 17.9% post-tax IRR.
The combined company expects to raise \$20-30 million in new capital, including a \$4 million PIPE from Antarctica Capital affiliates, and anticipates a post-combination cash balance of \$15 million (after transaction expenses). The business combination values US Elemental at a pro forma enterprise value of \$571 million, with Jindalee Lithium expected to retain at least 80% ownership, subject to adjustments based on redemptions and additional financing.
The boards of both Jindalee and Constellation have approved the deal, which is subject to shareholder and regulatory approvals. A minimum cash condition of \$14 million (net of certain expenses) is required for the transaction to close, currently projected for the second half of 2026.
The move to a U.S. listing is designed to better align the company with U.S. investors, policy initiatives, and industrial partners, especially as domestic supply chains for critical minerals like lithium are being prioritized by U.S. government agencies.
Strategic Rationale and Outlook
- US Elemental will operate as a U.S.-listed platform dedicated to advancing large-scale domestic lithium resources, facilitating access to U.S. institutional capital and aligning with federal initiatives for critical minerals.
- The structure enables the company to fund the next phases of technical work, feasibility studies, and permitting, while participating in the rapidly evolving domestic supply chain for battery materials.
- The McDermitt Project has already been included in federal transparency initiatives supporting U.S. strategic mineral development, opening potential avenues for future government and industrial support.
- Jindalee will retain a significant ownership position, ensuring ongoing alignment with the new company’s growth and strategic direction.
Company Profiles
- US Elemental Inc.: A U.S. lithium development company, focused on the McDermitt Lithium Project in Oregon and the Clayton North Project in Nevada.
- Jindalee Lithium Limited (ASX: JLL): An Australian-listed company, 100% owner of the McDermitt Project (unencumbered offtake rights), with strong engagement from U.S. government agencies.
- Constellation Acquisition Corp. I (CSTA): A SPAC sponsored by Antarctica Capital, a global investment manager with over \$10 billion in AUM.
Upcoming Events and Next Steps
- Live investor webcast on April 16, 2026, at 10:00 AM ET for details on the transaction and project development plans.
- Further details will be available in SEC filings (Form S-4, proxy statements).
- Shareholders of Constellation and Jindalee will vote on the proposed business combination.
Advisors
- Cohen & Company Capital Markets: Capital markets advisor and placement agent for the transaction and PIPE financing.
- Alliance Advisors, LLC: Investor relations and communications support.
- Legal Counsel: Perkins Coie LLP (U.S., Jindalee), Piper Alderman (Australia, Jindalee), Kirkland & Ellis LLP (U.S., Constellation).
Contact Information
Disclaimer
This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should review official filings with the SEC and consult with financial advisors prior to making any investment decisions. Past performance and projected results do not guarantee future outcomes. All forward-looking statements are subject to risks and uncertainties as discussed in the company’s official filings.
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