Jindalee files third S-4 amendment as US Elemental Nasdaq deal advances

Third S-4 Amendment Responds to SEC Review

Jindalee Lithium Limited (ASX:JLL, OTCQX:JNDAF) has filed a third amended Form S-4 registration statement for the proposed transaction that would place its US assets into a Nasdaq-listed company. The filing responds to a second round of comments from the US Securities and Exchange Commission received in early September, keeping the proposed US Elemental listing under the ticker ULIT on track for the fourth quarter of 2026.

The S-4 is the transaction’s critical regulatory document: it combines the registration statement with the proxy statement and prospectus covering US Elemental, the proposed business combination, financial statements, risk factors and the technical report for the McDermitt Lithium Project. Jindalee said the document is expected to be declared effective in late September or October, although that timing remains subject to further SEC review.

SEC Effectiveness Still Gates the Transaction

An effective S-4 is required before Constellation Acquisition Corp I can convene its shareholder meeting to consider the deal and before the transaction can proceed to completion. Jindalee shareholders approved the transaction in June, but Constellation shareholder approval, Nasdaq listing approval and applicable regulatory clearances remain outstanding.

Jindalee Managing Director and CEO Ian Rodger said the company was pleased with how the review was progressing, while acknowledging that effectiveness remained a matter for the SEC and that closing conditions still applied. “The process is advancing as we had hoped,” Rodger said in the announcement (ASX:JLL).

US$20 Million to US$30 Million PIPE Remains Part of Closing Test

The proposed transaction includes a private investment in public equity of approximately US$20 million to US$30 million. An affiliate of Constellation’s sponsor, Antarctica Capital Partners, has committed US$4 million, with US$1.5 million funded when the business combination agreement was signed and a further US$2.5 million committed for completion. Jindalee said US Elemental has received term sheets from several US funds and currently indicates that the target may be met, but binding funding agreements have not yet been finalised.

At completion, HiTech Minerals is expected to become a wholly owned subsidiary of US Elemental, holding the McDermitt Lithium Project in Oregon. Jindalee expects to retain at least 80% of US Elemental, subject to customary adjustments, while the deal must also satisfy or waive a US$14 million minimum cash condition after certain transaction expenses.

Q4 Target Depends on Several Remaining Approvals

The company continues to target completion of the transaction and the Nasdaq listing in Q4 2026. That timetable is not assured: the SEC must first declare the S-4 effective, Constellation shareholders must approve the deal, Nasdaq must approve the listing, funding and minimum cash requirements must be met, and no material adverse change event can intervene.