Amended Form S-4 Filed as SPAC Transaction Progresses
Released
Released
Announcement PDF
Jindalee Lithium Limited www.jindaleelithium.com
ABN 52 064 121 133 E: enquiry@jindaleelithium.com
Level 2, 9 Havelock Street, West Perth, WA, 6005 P: +61 9321 7550
PO Box 1033, West Perth, WA 6872 F: +61 9321 7950
JLL
[xxx]
Engage with this announcement at the Jindalee Investor Hub.
Jindalee Lithium Limited (Jindalee, or the Company; ASX: JLL, OTCQX: JNDAF) advises that an amended
registration statement on Form S-4 (Amended S-4) has been filed with the US Securities and Exchange
Commission (SEC) in connection with the proposed business combination involving the Company’s wholly
owned US subsidiary, HiTech Minerals, Inc. (HiTech), Constellation Acquisition Corp I (Constellation) and
US Elemental Inc. (US Elemental) (Transaction)1.
The Amended S-4 responds to initial comments received from the SEC in late July 2026 and represents a
further step in the SEC review process. The Form S-4 will serve as the registration statement and proxy
statement/prospectus for the Transaction and contains information regarding US Elemental, the
Transaction, financial statements, risk factors and technical report for the McDermitt Lithium Project2.
As outlined in Jindalee’s June 2026 Quarterly Activities Report, effectiveness of the Form S-4 is expected to
represent the critical path to completion of the Transaction3. The Form S-4 must be declared effective before
Constellation can convene its shareholder meeting to consider the Transaction and the Transaction can
proceed to closing.
Jindalee Managing Director and CEO Ian Rodger commented:
“The filing of the Amended S-4 is an important milestone in progressing the proposed US Elemental
transaction and reflects the focused work undertaken by the teams and advisers following receipt of the SEC’s
initial comments.
We have responded constructively and efficiently through this initial stage of the SEC review process, with
the Amended S-4 filed within three weeks of receiving SEC comments. While further review remains to be
completed and the Transaction remains subject to its closing conditions, we are encouraged by progress to
date and continue to work toward completion in the second half of 2026.”
JNDAF
13 August 2026
Amended Form S-4 Filed as US
Elemental Transaction Progresses
• Amended Form S-4 registration statement filed with the US Securities and Exchange
Commission (SEC)
• Filing follows receipt of initial SEC comments in late July 2026
• Represents a further step along the SEC review process for the proposed US Elemental
transaction
• Jindalee continues to target completion in H2 2026, subject to satisfaction (or waiver) of all
remaining conditions
Amended Form S-4 Filed as US Elemental Transaction Progresses
Transaction Overview and Conditions
Under the Transaction, US Elemental is expected to become a NASDAQ-listed company holding Jindalee’s US
assets, trading under the ticker “ULIT”. On completion, HiTech - which owns 100% of the McDermitt Lithium
Project in Oregon (McDermitt, or the Project), one of the largest lithium resources in the United States4 -
will become a wholly owned subsidiary of US Elemental, and Jindalee is expected to retain a majority interest
of 80% or more in US Elemental at completion, subject to customary adjustments2. The Transaction
contemplates a capital raise of approximately US$20-30 million, including a binding US$4.0 million
commitment from an affiliate of Constellation’s sponsor, Antarctica Capital, LLC (Antarctica), of which
approximately US$1.5 million was funded on signing of the business combination agreement and a further
US$2.5 million is committed for funding at completion1.
The Transaction remains subject to the satisfaction or waiver of a number of customary regulatory and
closing conditions, including effectiveness of the Form S-4 registration statement, approval by Constellation
shareholders (Jindalee shareholder approval was obtained in June 20265), NASDAQ listing approval, receipt
of applicable regulatory approvals, satisfaction or waiver of the minimum cash condition of US$14 million,
net of certain transaction expenses, and the absence of material adverse change events1. There can be no
assurance that the remaining conditions will be satisfied or waived, or that the Transaction will be completed
on the anticipated timetable or at all.
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: enquiry@jindaleelithium.com E: enquiry@jindaleelithium.com
References
1. Jindalee Lithium ASX announcement, 10 April 2026: “Jindalee Signs BCA to List McDermitt on NASDAQ”.
2. Jindalee Lithium ASX announcement, 2 June 2026: “US Elemental Files S-4 Registration Statement”.
3. Jindalee Lithium ASX announcement, 31 July 2026: “Quarterly Activities Report – June 2026”.
4. Jindalee Lithium ASX announcement 19/11/2024: “McDermitt PFS Demonstrates Multi-Decade Competitive
Source of US Lithium Carbonate”.
5. Jindalee Lithium ASX announcement, 30 June 2026: “Results of June 2026 General Meeting”.
About Jindalee
Jindalee Lithium Limited (Jindalee) is an Australian company focused on developing the McDermitt Lithium Project, one of
the largest lithium resources in the US4. With 100% ownership and unencumbered offtake rights, McDermitt is strategically
positioned to support America’s energy security and domestic supply of critical minerals. Jindalee recently completed a Pre-
Feasibility Study (PFS) confirming McDermitt’s scale, long-life, and low-cost production potential, with strong engagement
from US government agencies, including the Department of Energy. As a deeply undervalued lithium (and potentially
magnesium) 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, including statements regarding the proposed Transaction,
the SEC review process and the anticipated timing of completion. Forward-looking statements are based on Jindalee’s current
expectations, estimates and assumptions and are subject to known and unknown risks, uncertainties and other factors, many
of which are beyond Jindalee’s control.
Actual results, performance or outcomes may differ materially from those expressed or implied in forward-looking
statements. There can be no assurance that the proposed Transaction will be completed, that the Form S-4 will be declared
effective by the SEC, that NASDAQ listing approval will be obtained, or that any other closing condition will be satisfied or
waived. Jindalee undertakes no obligation to update or revise forward-looking statements except as required by law.
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