Jindalee clears SEC hurdle for proposed Nasdaq lithium listing

SEC Effectiveness Opens Path to Shareholder Vote

Jindalee Lithium Limited (ASX:JLL, OTCQX:JNDAF) has cleared a significant procedural hurdle in its plan to move the McDermitt Lithium Project into a Nasdaq-listed company. The US Securities and Exchange Commission has declared effective the Form S-4 registration statement filed by US Elemental in connection with the proposed combination between Jindalee subsidiary HiTech Minerals and Constellation Acquisition Corp I, a special purpose acquisition company.

The decision allows Constellation to convene its extraordinary shareholder meeting to vote on the transaction and related proposals. It is not, however, SEC approval of the business combination. The deal remains conditional on shareholder approval, Nasdaq listing approval, applicable regulatory clearances, financing and other closing requirements.

US Elemental Expected to Trade Under ULIT

On completion, US Elemental is expected to hold Jindalee’s US assets, with HiTech Minerals becoming its wholly owned subsidiary. The new company is expected to trade on Nasdaq under the ticker “ULIT”, while Jindalee expects to retain a majority interest of 80% or more, subject to customary adjustments.

The milestone arrives after the fifth S-4 amendment was lodged in October, when the proposed transaction was still awaiting SEC effectiveness. The company has continued to target completion and listing in the fourth quarter of 2026.

PIPE Financing Remains a Central Closing Test

The proposed transaction includes a private investment in public equity of approximately US$20 million to US$30 million. That financing includes a binding US$4 million commitment from an affiliate of Constellation’s sponsor, with about US$1.5 million funded when the business combination agreement was signed and a further US$2.5 million committed at closing, subject to conditions.

US Elemental has also received non-binding term sheets from several US funds, with Jindalee saying current indications suggest the target may be met. Definitive financing agreements have not yet been executed. The transaction must also satisfy a US$14 million minimum cash condition, net of certain transaction expenses.

Shareholder Approval and Nasdaq Clearance Still Outstanding

Jindalee shareholder approval was obtained in June, but Constellation shareholders still need to vote. Other outstanding conditions include Nasdaq listing approval, applicable regulatory approvals, the minimum cash test and the absence of material adverse change events.

Managing director and chief executive Ian Rodger said the company’s focus had shifted to closing the PIPE financing, the Constellation meeting, Nasdaq approval and the remaining closing conditions. Jindalee continues to target completion in Q4 2026, although it cautioned that the transaction may not complete on the anticipated timetable, or at all.