The Australian miner Jindalee Lithium is separating its sizable American mineral interests into a newly formed public company that will list on the Nasdaq through a blank-check transaction valued at US$571 million. On April 9, 2026, Constellation Acquisition Corp I and the newly created US Elemental entered a Business Combination Agreement to effect the transaction. The arrangement moves the core assets currently owned by HiTech Minerals—including the flagship McDermitt project in Oregon and the Clayton North holdings in Nevada—into a US-listed platform intended to access capital and partners for project advancement.
This transaction pairs the asset pool with a SPAC sponsor backed by Antarctica Capital, a New York investment firm with over US$10 billion in assets under management. The structure contemplates that Jindalee will roll its entire equity interest into the new public company, aiming to retain concentrated control post-closing. Management has framed the move as a way to position the projects within the US supply chain for battery metals while opening fresh funding options for engineering, permitting and early development work.
Table of Contents:
Deal structure and corporate mechanics
The Business Combination Agreement filed on April 9, 2026 outlines a two-step merger where Constellation Acquisition will merge into subsidiary entities and HiTech Minerals will become a wholly owned subsidiary of US Elemental. The agreement sets an aggregate consideration tied to an equity value of US$500 million and carries customary representations, covenants and closing conditions. The paperwork also includes arrangements for converting existing intercompany loans and sponsor financings into equity-linked instruments such as PubCo Loan Warrants, using a conversion reference price disclosed in the filing.
Under the terms, existing SPAC units and warrants will be assumed or converted into securities of PubCo, and the new board is expected to comprise individuals appointed by the SPAC and by HiTech. The filing anticipates the combined company’s certificate of incorporation will be amended prior to closing and that an equity incentive plan will be adopted, reflecting customary governance and retention mechanics for a newly public operating company.
Why McDermitt matters: resource scale and economics
The centerpiece of the spin-out is the McDermitt deposit, which the company reports contains roughly 21.5 million metric tons of lithium carbonate equivalent (LCE). In a recently completed pre-feasibility study, the project was modeled to sustain a long operating life—about 63 years—with an initial decade averaging approximately 47,500 metric tons of lithium carbonate production per year. These figures position McDermitt among the most substantial undeveloped domestic lithium resources in the United States.
Project economics from the study indicate an estimated US$3.2 billion net present value using an 8% discount rate and a projected 17.9% post-tax internal rate of return. Those metrics underpin management’s rationale for seeking public markets and strategic partners to finance further technical work, environmental permitting and eventual construction. The scale and life-of-mine assumptions are central to investor appeal, particularly as demand for battery-grade materials grows.
Ownership roadmap, financing plan and closing conditions
Jindalee intends to roll 100% of its equity interest in the US assets into US Elemental, expecting to hold about 80% or more of the new public company after accounting for customary adjustments and potential SPAC redemptions. The deal contemplates a concurrent capital raise in the range of US$20 million to US$30 million to support immediate technical studies and permitting milestones. That raise includes a US$4 million PIPE (private investment in public equity) anchored by affiliates of Antarctica Capital, with room for additional third-party investors to participate.
Cash position and minimum funding threshold
Pro forma, the combined company is expected to hold about US$15 million in cash after deal fees and expenses. One of the explicit conditions in the Business Combination Agreement is a Minimum Cash Condition of US$14 million that must be satisfied prior to closing. The agreement also lists standard regulatory and shareholder approvals as prerequisites, and the parties noted an expectation that the merger could close in the second half of 2026, subject to those customary closing conditions.
Strategic rationale and market backdrop
From the SPAC sponsor’s perspective, the combination seeks to address looming supply pressures in the battery metals market by creating a US-listed development platform with a large resource base. Constellation leadership has highlighted the opportunity to offer investors exposure to a material domestic lithium resource at a time when manufacturers and policymakers are emphasizing localized battery supply chains. For Jindalee, the pathway provides a distinct listing vehicle for American assets while preserving Australian parent control, enabling focused capital allocation to advance the McDermitt and Clayton North projects.
Completion remains contingent on the approvals and conditions in the agreement, including shareholder votes and registration statements required under US securities law. If consummated, the transaction will reposition these assets within the capital markets and set in motion the next stage of engineering, permitting and stakeholder engagement necessary for long-term project development.
