Welcome to our dedicated page for Constellation Acquisitn I SEC filings (Ticker: CSTAF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Constellation Acquisition Corp I (CSTAF) provides direct access to the company’s regulatory reports, including multiple Form 8-K filings that describe its capital structure, extension funding, and potential business combination activity. Constellation Acquisition Corp I is a Cayman Islands incorporated emerging growth company with Class A ordinary shares on the OTC Pink Market and related warrants and units on the OTCQB Venture Market.
In several Form 8-K filings, the company reports drawing extension funds under an unsecured promissory note with Constellation Sponsor LP and depositing those funds into a trust account for public shareholders. Each filing specifies that these deposits extend the date by which the company must complete its initial business combination by one month, up to a total of eleven one-month extensions allowed under its amended and restated memorandum and articles of association. The filings also state that the note bears no interest and matures upon closing of the initial business combination, with repayment limited to amounts outside the trust account if no transaction is completed.
Another Form 8-K focuses on a non-binding term sheet related to a potential business combination between Constellation Acquisition Corp I and HiTech Minerals, Inc., a wholly owned subsidiary of Jindalee Lithium Limited. That report includes Regulation FD disclosure, an investor presentation as an exhibit, and detailed forward-looking statement language, illustrating how the company uses SEC filings to communicate potential transaction structures and associated risks.
On this page, Stock Titan surfaces these filings with AI-powered summaries that highlight key terms, such as the structure of the company’s shares, warrants, and units, the mechanics of its trust account and extension process, and the main elements of any reported potential business combination. Users can quickly review 8-K disclosures, understand the implications of extension notices and promissory notes, and track how Constellation Acquisition Corp I describes its plans for an initial business combination.
Constellation Acquisition Corp. I and Jindalee Lithium report that US environmental groups filed a lawsuit in Oregon challenging the US Bureau of Land Management’s 8 December 2025 Decision Record approving an Exploration Plan of Operations (EPO) for the McDermitt Lithium Project. Jindalee, via subsidiary HiTech Minerals Inc., intends to seek intervention to support the BLM’s decision. The company says the EPO authorizes temporary exploration only and does not approve mining operations. No preliminary injunction or court order suspending EPO activities has been filed, and a timetable for the proceedings has not been set. Jindalee cites prior multi-year environmental review and agency engagement, refers to its Pre-Feasibility Study (November 2024), and notes the Business Combination Agreement dated April 9, 2026 among the contracting parties. Jindalee states confidence in the BLM’s analysis and will provide updates as required.
Constellation Acquisition Corp I borrowed $5,000 under an existing unsecured promissory note from Constellation Sponsor LP and deposited the funds into its trust account. This small loan allows the SPAC to extend the deadline to complete its initial business combination from April 29, 2026 to May 29, 2026.
The company describes this as the third of eleven permitted one-month extensions under its amended and restated memorandum and articles of association, giving it extra time to finalize a deal. The note bears no interest and matures when an initial business combination closes, and if no deal occurs, repayment will be made only from funds remaining outside the trust account.
Constellation Acquisition Corp. I furnished a transcript of an April 22, 2026 webinar discussing the proposed business combination among CSTA, HiTech Minerals Inc. and US Elemental Inc. and the anticipated listing of the combined company ("PubCo") on Nasdaq. The transcript is furnished as Exhibit 99.1.
The filing notes that a Proxy/Registration Statement on Form S-4 will be prepared and filed in connection with shareholder voting on the Business Combination and that related proxy and prospectus materials will be mailed after the Registration Statement is declared effective.
Constellation Acquisition Corp I discussed its proposed business combination with HiTech Minerals and US Elemental Inc. in an investor webinar focused on the McDermitt Lithium Project. Management highlighted a 21.5 million ton lithium carbonate equivalent resource, a projected 63-year project life, and FAST-41 federal permitting status.
The 2024 prefeasibility study outlined a post-tax NPV of $3.23 billion at an 8% discount rate, a 17.9% post-tax IRR, and planned annual production of about 47,500 tons of lithium carbonate with a 66% EBITDA margin. The parties described a pro forma enterprise value of approximately $571 million and an expected capital raise of $20–30 million to advance feasibility, permitting, and development.
Constellation Acquisition Corp I furnished a Regulation FD update reporting that the investor webinar to discuss the proposed business combination among Constellation Acquisition Corp I, HiTech Minerals Inc. and US Elemental Inc. (PubCo) has been rescheduled to Wednesday, April 22, 2026 at 10:00 AM Eastern Time. The filing notes the joint press release, a notice shared by Alliance Advisors, and a LinkedIn post are furnished as Exhibits 99.1, 99.2 and 99.3. The parties state they expect to prepare a Proxy/Registration Statement on Form S-4 to be filed with the SEC in connection with the Business Combination and remind shareholders to read the definitive proxy/prospectus when available.
Constellation Acquisition Corp I filed a report describing an updated investor webinar to discuss its proposed business combination with HiTech Minerals and US Elemental Inc. and the anticipated Nasdaq listing of US Elemental. The webinar will now take place on April 22, 2026 at 10:00 AM Eastern Time.
Exhibits include a joint press release, an investor notice and a LinkedIn post inviting participants. The materials describe US Elemental’s McDermitt Lithium Project in Oregon, outlining a 21.5 million tonne LCE mineral resource, an estimated 63‑year project life, a $3.2B post‑tax NPV (8%) and a 17.9% post‑tax IRR based on a 2024 Pre‑Feasibility Study, as well as DOE collaboration and inclusion among the first ten mining projects in the U.S. FAST‑41 critical minerals permitting program.
Constellation Acquisition Corp I, a Cayman Islands SPAC, details its efforts to complete a Business Combination before its Termination Date while disclosing substantial doubt about its ability to continue as a going concern. As of December 31, 2025 it had $4,966 in its operating bank account and a working capital deficit of $6,702,247.
The company has experienced heavy redemptions, leaving its Trust Account at about $628,176 after the January 2026 shareholder meeting and only 46,529 Class A ordinary shares held by public shareholders out of 7,646,529 Class A shares outstanding. It has repeatedly extended its liquidation deadline through shareholder-approved amendments.
On April 9, 2026 Constellation signed a Business Combination Agreement to merge with HiTech Minerals Inc. via newly formed PubCo, based on an implied equity value of $500 million. An affiliate of the sponsor purchased $1,550,000 of 12.0% Series A Cumulative Convertible Preferred Stock from HiTech and committed a further $2,500,000 of PubCo equity or equity-linked securities, with dividends up to 15.0% upon default and a conversion-price reset mechanism floored at $7.50 per share. Multiple support and lock-up agreements with the sponsor, Class B holders and Jindalee shareholders are intended to secure votes and restrict redemptions and transfers around closing.
Constellation Acquisition Corp I entered into a Business Combination Agreement to combine with HiTech Minerals, reflecting an implied equity value of $500,000,000. The transaction is expected to close in the second half of 2026, subject to shareholder approvals, customary conditions and a $14,000,000 Minimum Cash Condition.
The agreement includes a Sponsor Support Agreement, Parent and Class B holder support arrangements, and a Convertible Preferred Share Purchase Agreement under which an affiliate purchased 1,550 preferred shares for $1,550,000 and committed to an additional $2,500,000 PIPE commitment; related warrants and registration rights are described.
Constellation Acquisition Corp I agreed to a Business Combination with HiTech Minerals to form US Elemental Inc., a U.S. lithium development company valued at an implied equity value of $500 million and pro forma enterprise value of about $571 million. US Elemental is expected to list on Nasdaq, holding the McDermitt and Clayton North lithium projects, with closing targeted for the second half of 2026 subject to shareholder approvals and a $14 million minimum cash condition.
Jindalee, HiTech’s parent, is expected to receive 50 million US Elemental shares and retain a majority stake, while Antarctica Capital affiliates commit $1.55 million now and a further $2.5 million at closing via convertible preferred stock and equity. The preferred carries up to 12.0%–15.0% dividend rates, is convertible into common shares with anti-dilution protections, and is paired with five-year warrants exercisable at $11.50 per share.
Constellation Acquisition Corp I filed a Form 12b-25 notifying the SEC it cannot timely file its Annual Report on Form 10-K for the period ended December 31, 2025 without "unreasonable effort or expense." The company states it needs additional time to complete review and finalization of financial information and expects to file the Form 10-K no later than 15 calendar days after the prescribed due date in accordance with Rule 12b-25.
The filing discloses historical and expected headline results: a 2024 net loss of approximately $248,000 and an expected 2025 net loss of approximately $3,200,000, with components for operating loss, interest income, and changes in fair value of warrant liabilities specified in the notice.