CSTAF 8-K
Constellation Acquisition Corp I (CSTAF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 7.01 Regulation FD Disclosure.
On September 8, 2025 ET (September 9, 2025 AEDT), Jindalee Lithium Limited, an Australian public company listed on the Australian Securities Exchange (“Jindalee”), issued a press release announcing that Jindalee and Constellation Acquisition Corp I (the “Company”) had entered into a non-binding term sheet related to a business combination between the Company and HiTech Minerals, Inc., a Nevada corporation and wholly-owned subsidiary of Jindalee. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated by reference in this Item 7.01.
The information in this Item 7.01 and Exhibit 99.1 is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
No Offer or Solicitation
This filing is for information purposes only and is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer or invitation to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the proposed business combination or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
Forward-Looking Statements
All statements other than statements of historical facts contained in this filing are forward-looking statements. Forward-looking statements may generally be identified by the use of words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “target” or other similar expressions (or the negative versions of such words or expressions) that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the financial position, business strategy and the plans and objectives of management for future operations including as they relate to the proposed business combination and related transactions, pricing and market opportunity, the satisfaction of closing conditions to the proposed business combination and related transactions, the level of redemptions by the Company’s public shareholders and the timing of the completion of the proposed business combination, including the anticipated closing date of the proposed business combination and the use of the cash proceeds therefrom. These statements are based on various assumptions, whether or not identified in this filing, and on the current expectations of Jindalee’s and the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and may differ from such assumptions, and such differences may be material. Many actual events and circumstances are beyond the control of Jindalee and the Company. These forward-looking statements are subject to a number of risks and uncertainties, including: (i) that the parties have not entered into a definitive, binding agreement related to the business combination and may never do so, or may do so on terms materially different than those in the non-binding term sheet; (ii) changes in domestic and foreign business, market, financial, political and legal conditions; (iii) if a binding agreement is entered into, the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination, or that the approval of the shareholders of Jindalee or the Company is not obtained; (iv) the ability to maintain the listing of the combined company’s securities on a national securities exchange following consummation of the proposed business combination; (v) the ability of the parties to complete any private placement financing, in an amount and on terms favorable to the parties; (vi) the risk that any of the proposed conditions to closing of the business combination are not satisfied in the anticipated manner or on the anticipated timeline or are waived by any of the parties thereto; and (vii) the failure by the combined company to realize the anticipated benefits of the proposed business combination and related transactions. If any of these risks materialize or the Company’s or Jindalee’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither the Company nor the Jindalee presently know or that the Company and Jindalee currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s and Jindalee’s expectations, plans or forecasts of future events and views as of the date of this filing; the Company and Jindalee anticipate that subsequent events and developments will cause these assessments to change. However, while the Company and Jindalee may elect to update these forward-looking statements at some point in the future, the Company and Jindalee specifically disclaim any obligation to do so, unless required by applicable law. These forward-looking statements should not be relied upon as representing the Company’s and Jindalee’s assessments as of any date subsequent to the date of this filing. Accordingly, undue reliance should not be placed upon the forward-looking statements.
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Item 9.01 Financial Statements and Exhibits. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release, dated September 9, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: September 9, 2025
| CONSTELLATION ACQUISITION CORP I | ||
| By: | /s/ Chandra R. Patel | |
| Name: | Chandra R. Patel | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
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| 9 September 2025 |
| ● | Non-binding LOI signed with Constellation Acquisition Corp. I, a US SPAC sponsored by Antarctica Capital, LLC. |
| ● | Transaction involves a proposed merger of HiTech Minerals, Inc. with Constellation to form NewCo, assigning an equity value of US$500M to Jindalee’s US assets. |
| ● | Transaction contemplates capital raise of US$20-30M, with US$4M to be committed by affiliates of Antarctica Capital. |
| ● | Upon close, NewCo to list on a US national securities exchange, unlocking access to US capital markets. |
Engage with this announcement at the Jindalee Investor Hub.
Jindalee Lithium Limited (Jindalee, the Company; ASX: JLL, OTCQX: JNDAF) is pleased to announce that it has entered into a non-binding Letter of Intent (LOI) with Constellation Acquisition Corp. I (Constellation) (OTCPK: CSTAF), a US special purpose acquisition company (SPAC) sponsored by an affiliate of Antarctica Capital, LLC (Antarctica), to merge Constellation with Jindalee’s wholly-owned US subsidiary, HiTech Minerals Inc. (HiTech) to form a combined entity (NewCo) (Transaction). HiTech owns the McDermitt Lithium Project1 in Oregon, one of the largest lithium resources in the US (McDermitt Project).
The proposed Transaction follows a competitive process involving multiple parties and proposals, undertaken as part of the strategic partnering process initiated in April 20252. The negotiated terms of the LOI contemplate that Jindalee will receive 50 million new shares in NewCo initially valued at US$10 per share in consideration for the Transaction, equating to an equity value of US$500M (subject to customary debt adjustments). The Transaction also contemplates a capital raise of US$20-30M or more, with affiliates of Antarctica to commit US$4M. Upon close, NewCo is expected to list on a US national securities exchange, with Jindalee expected to retain more than 80% ownership (subject to finalising the terms of the Transaction, including the capital raise). Figure 1 outlines the illustrative change in the Company’s corporate structure in the event the Transaction completes.
Shareholders should note that at this non-binding LOI stage there are risks that the Transaction may not complete, and that, if completed, NewCo’s shares may not trade at the equity valuation implied by the Transaction (see further details in the Next Steps & Transaction Risks section below). Additionally, the establishment and structure of NewCo remains subject to the Transaction and its definitive agreements, and there is no guarantee that NewCo will be formed (as opposed to Constellation).
| 1. | Jindalee Lithium ASX announcement 19/11/2024: “McDermitt Lithium Project Pre-Feasibility Study” |
| 2. | Jindalee Lithium ASX announcement 01/04/2025: “Jindalee Corporate Update” |
| Jindalee Lithium Limited | www.jindaleelithum.com |  | ||
| ABN 52 064 121 133 | E: [email protected] | |||
| Level 2, 9 Havelock Street, West Perth, WA, 6005 | P: +61 8 9321 7550 | |||
| PO Box 1033, West Perth, WA 6872 | F: +61 8 9321 7950 |
Funding Platform to Accelerate the McDermitt Project
The proposed Transaction represents a significant opportunity and, if completed, is expected to:
| ● | Create a US-listed vehicle with direct exposure to the McDermitt Project, one of the largest lithium resources in the United States. |
| ● | Provide significant funding to materially advance the McDermitt Feasibility Study. |
| ● | Better position the McDermitt Project to capitalise on strong US government support for domestic critical minerals supply. |
| ● | Provide long-term access to and enhanced visibility across US capital markets for future development capital requirements. |
| ● | Provide ongoing exposure to the McDermitt Project for Jindalee shareholders through majority shareholding of NewCo, with majority Jindalee representation on NewCo’s Board and senior management. |
Jindalee’s Managing Director and CEO Ian Rodger commented “We have experienced a high level of interest from US investors following the Trump administration’s strong focus on increasing domestic production of critical minerals and the recent designation of McDermitt as a FAST-41 Transparency Project3. The signing of this LOI follows a competitive process undertaken as part of our broader strategic review. We are pleased to have selected Constellation as our preferred vehicle to access US equity markets, and we look forward to working with the Antarctica team to realise this exciting opportunity.”
Next Steps & Transaction Risks
The LOI includes an initial exclusivity period of 90 days during which Jindalee and Constellation will undertake mutual due diligence and negotiate transaction documents, with execution of a binding Business Combination Agreement (BCA) targeted for Q4 2025.
Completion of the Transaction will be subject to customary closing conditions, including but not limited to obtaining Jindalee and Constellation shareholder approvals, regulatory consents, and satisfaction of ASX and US listing requirements, with completion currently targeted for 1H 2026.
Further details regarding the Transaction are set out overleaf and Jindalee shareholders do not need to take any action at this time.
In this regard, shareholders should be aware that Jindalee and Constellation have signed a non-binding LOI to work together to progress the proposed Transaction, including each party completing and being satisfied with their respective legal, financial and tax due diligence in relation to the proposed Transaction and negotiating and entering into a binding BCA (Pre-Conditions). Accordingly, there is a risk that the Pre-Conditions may not be satisfied or that, even if the parties are satisfied with their due diligence and do enter into a binding BCA, the Transaction may not complete — for example, if conditions precedent to be included in the BCA are not met, such as obtaining required regulatory approvals (including but not limited to those required by the US Securities and Exchange Commission, the ASX, and approval of NewCo’s listing on the relevant US national securities exchange). There is also a risk that, upon listing, NewCo’s shares may not trade at the equity valuation implied by the Transaction. Accordingly, there can be no assurance that the Transaction will close on the expected timeline or at all, or that the intended benefits of the Transaction will be achieved or realised.
In parallel with the Transaction, Jindalee continues to investigate other complementary mineral exploration and development opportunities to add to its existing project portfolio as the McDermitt Project continues towards development.
The Company will update the market on the progress of the Transaction in accordance with its continuous disclosure obligations.
LOI to List McDermitt on a US National Exchange – September 2025 |
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Authorised for release by the Jindalee Board of Directors. For further information please contact:
| IAN RODGER | LINDSAY DUDFIELD |
| Managing Director & Chief Executive Officer | Executive Director |
| T: + 61 8 9321 7550 | T: + 61 8 9321 7550 |
| E: [email protected] | E: [email protected] |
Figure 1: Illustrative Change to Corporate Structure
About Constellation Acquisition Corp. I & Antarctica Capital, LLC
Constellation Acquisition Corp. I (Constellation) is a special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganisation or similar business combination with one or more businesses.
Antarctica Capital, LLC (Antarctica), the sponsor of Constellation, is a US SEC (Securities and Exchange Commission) registered investor advisor and alternative asset management firm specialising in insurance, private markets and real assets. Antarctica’s private markets franchise has strategies spanning traditional private equity, infrastructure, private credit, real estate, and special situations. Antarctica and its affiliated investment advisors had in excess of US$8 billion of assets under management as of December 31, 2024.
Proposed Transaction
The LOI contemplates a potential business combination between Constellation and Jindalee’s wholly owned subsidiary, HiTech, whereby, all outstanding shares in HiTech will be converted into a number of newly issued shares of a SPAC or a new public issuer (the SPAC or the new public issuer being NewCo).
The parties will use their commercially reasonable efforts to target a capital raise of US$20-30M and the LOI contemplates that Antarctica will commit US$4M investment via the capital raise.
LOI to List McDermitt on a US National Exchange – September 2025 |
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Newco’s Board will initially comprise seven directors, with one director to be designated by SPAC Sponsor, and will be structured to comply with applicable “independence” requirements of the SEC and the stock exchange on which Newco’s securities will be listed.
In addition to each of Jindalee and Constellation being satisfied with their respective legal, financial and tax due diligence, and negotiating and entering into a binding BCA, closing of the Transaction will be subject to customary closing conditions, including:
| ● | receipt of SPAC shareholder approval; |
| ● | approval of the Transaction by Jindalee’s shareholders for the purpose of ASX Listing Rule 11.4; |
| ● | the S-4 (registration statement) relating to the Transaction will have become effective under the Securities Act 1933 (US) and no stop order suspending the effectiveness of the S-4 will have been issued and no proceedings for those purposes will have been initiated or threatened by the SEC and not withdrawn; |
| ● | receipt of any necessary regulatory or governmental approvals (including, if applicable, the expiration or termination of any waiting periods under the HSR Act (Hart–Scott–Rodino Antitrust Improvements Act 1976 (US)) and any other applicable antitrust regulations); |
| ● | no order, legal prohibition or injunction preventing the consummation of the Transaction; |
| ● | accuracy of the other party’s representations and warranties and compliance by the other party with its covenants, in each case, to a customary standard; |
| ● | absence of a HiTech material adverse event; |
| ● | NewCo’s listing application with Nasdaq or NYSE (or other US national securities exchange) in connection with the Transaction shall have been conditionally approved and, immediately following the closing, NewCo shall satisfy any applicable initial and continuing listing requirements of such exchange and NewCo shall not have received any notice of non-compliance therewith (and the NewCo shares shall have been approved for listing on Nasdaq or NYSE (or other US national securities exchange)); |
| ● | Jindalee having received written confirmation from ASX Limited (ASX) that the ASX does not require that Jindalee re-comply with Chapters 1 and 2 of the ASX Listing Rules as a result of the Transaction; and |
| ● | Jindalee being satisfied that the sale of all of the Company shares on the terms contemplated by the Transaction will satisfy the requirements for capital gains tax rollover relief under the Income Tax Assessment Act 1997 (Cth) and for all other purposes. |
Completion is currently targeted for late 1H 2026.
The LOI includes a customary exclusivity period of 90 days to allow each party to complete due diligence and agree on a binding BCA.
The LOI provides that the BCA will contain customary representations, warranties and covenants for a transaction of this nature.
References
| 1. | Jindalee Lithium ASX announcement 19/11/2024: “McDermitt Lithium Project Pre-Feasibility Study” |
| 2. | Jindalee Lithium ASX announcement 01/04/2025: “Jindalee Corporate Update” |
| 3. | Jindalee Lithium ASX announcement 22/04/2025: “McDermitt Project Fast-Tracked Under U.S. FAST-41 Initiative” |
| LOI to List McDermitt on a US National Exchange – September 2025 | |
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About Jindalee
Jindalee Lithium is an Australian company focused on developing the McDermitt Lithium Project, one of the largest lithium resources in the US. With 100% ownership and unencumbered offtake rights, Jindalee is strategically positioned to support America’s energy security and domestic supply of critical minerals. The Company recently completed a Pre-Feasibility Study (PFS) confirming McDermitt’s scale, long-life, and low-cost production potential. The Project has received strong engagement from U.S. government agencies, including the Department of Energy and Department of Defense, and was recently designated a FAST-41 Transparency Project3, highlighting its strategic importance. As a deeply undervalued lithium developer, Jindalee presents a compelling investment opportunity ahead of the next lithium market upcycle.
Forward-Looking Statements
This document may contain certain forward-looking statements. Forward-looking statements include but are not limited to statements concerning Jindalee Lithium Limited’s (Jindalee’s) current expectations, estimates and projections about the industry in which Jindalee operates, and beliefs and assumptions regarding Jindalee’s future performance. When used in this document, the words such as “anticipate”, “could”, “plan”, “estimate”, “expects”, “seeks”, “intends”, “may”, “potential”, “should”, and similar expressions are forward-looking statements. Although Jindalee believes that its expectations reflected in these forward-looking statements are reasonable, such statements are subject to known and unknown risks, uncertainties and other factors, some of which are beyond the control of Jindalee and no assurance can be given that actual results will be consistent with these forward-looking statements.
| LOI to List McDermitt on a US National Exchange – September 2025 | |
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