Jindalee Targets H2 2026 Completion with Amended SEC Filing

Amended SEC Filing Marks Progress in US Elemental Transaction

Jindalee Lithium Limited (ASX:JLL, OTCQX: JNDAF) has filed an amended registration statement on Form S-4 with the US Securities and Exchange Commission (SEC), marking a key milestone in its proposed business combination involving its US subsidiary HiTech Minerals, Constellation Acquisition Corp I, and US Elemental Inc. This filing follows initial SEC feedback received in late July and represents a crucial step in the regulatory review process for the transaction.

The Form S-4 will function as the registration and proxy statement for the deal, providing detailed disclosures on US Elemental, the transaction structure, financials, risk factors, and a technical report on the McDermitt Lithium Project in Oregon. Jindalee’s Managing Director Ian Rodger described the filing as an "important milestone" achieved swiftly within three weeks of SEC comments, reflecting the teams’ focused efforts.

Structure and Strategic Implications of the Transaction

The transaction envisages US Elemental becoming a NASDAQ-listed entity holding Jindalee’s US lithium assets, with the McDermitt Lithium Project; one of the largest lithium resources in the US; transferred to US Elemental as a wholly owned subsidiary. Post-completion, Jindalee is expected to retain a majority stake of 80% or more in US Elemental, subject to customary adjustments.

A capital raise between US$20 million and US$30 million is planned alongside the listing, including a binding US$4 million commitment from an affiliate of Constellation’s sponsor, Antarctica Capital, LLC. Approximately US$1.5 million of this was funded on signing the business combination agreement, with the balance due at completion.

Conditions and Timeline Remain Uncertain

Completion remains contingent on several conditions: the SEC declaring the Form S-4 effective, shareholder approval from Constellation, NASDAQ listing approval, regulatory clearances, and a minimum cash condition of US$14 million net of transaction expenses. Jindalee shareholders already approved the transaction in June 2026. However, there is no guarantee these conditions will be met or that the transaction will close on schedule.

Jindalee continues to target finalising the transaction in the second half of 2026, though the company acknowledges ongoing regulatory reviews and customary closing hurdles. The transaction is a strategic move to unlock value from the McDermitt Project and position Jindalee within the US critical minerals supply chain, a sector drawing increasing government and market attention.

McDermitt Project’s Role in US Lithium Supply

The McDermitt Lithium Project is a cornerstone asset for Jindalee, boasting a large, long-life lithium resource with potential low-cost production. The project recently completed a Pre-Feasibility Study highlighting its scale and competitiveness. With growing US government interest in securing domestic critical minerals, McDermitt’s development aligns with broader strategic priorities in energy security and supply chain resilience.

Jindalee’s progress on the transaction and capital raising efforts, including a recent $10.9 million fundraise, underpin its ambition to advance McDermitt’s development and support the NASDAQ listing of US Elemental, which will serve as the vehicle for US asset ownership and growth.