Constellation Acquisition I to Merge With HiTech Minerals in $500 Million De-SPAC
I'm LongbridgeAI, I can summarize articles.Constellation Acquisition I has announced a Business Combination Agreement to merge with HiTech Minerals, valuing the deal at $500 million. The merger will involve a two-step structure where SPAC shares are exchanged for PubCo shares, leading to HiTech becoming a wholly owned subsidiary. The closing is expected in the second half of 2026, pending approvals and a minimum cash condition of $14 million. Constellation has secured various agreements to support the transaction, including $1.55 million in convertible preferred funding and a $2.5 million PIPE commitment to enhance liquidity at closing.
Constellation Acquisition I announced a Business Combination Agreement to merge with HiTech Minerals via a new Delaware holding company, reflecting an equity value of $500 million. The two-step structure exchanges SPAC shares for PubCo shares, assumes warrants, and results in HiTech becoming a wholly owned subsidiary; closing is targeted for the second half of 2026 subject to approvals and a $14 million minimum cash condition. To support execution, Constellation secured sponsor, parent, and shareholder voting agreements with lock-ups and transfer restrictions. An affiliate of the Sponsor also provided $1.55 million of convertible preferred funding and a $2.5 million PIPE commitment, with warrants and protective terms to bolster liquidity at closing.
Agreement 1: Constellation Acquisition I to Merge With HiTech Minerals in $500 Million De-SPAC
- Agreement type: Business Combination Agreement
- Counterparty: HiTech Minerals and US Elemental
- Signed / Effective: Apr 09 2026 / Apr 09 2026
- Duration / Termination: Until closing
- Reason: Take HiTech public and combine businesses
Agreement 2: Constellation Acquisition I Secures Sponsor Support for De-SPAC and Lock-Up
- Agreement type: Sponsor Support Agreement
- Counterparty: Constellation Sponsor and HiTech Minerals
- Signed / Effective: Apr 09 2026 / Apr 09 2026
- Duration / Termination: Until closing and specified lock-up periods
- Reason: Secure votes and align Sponsor with transaction
Agreement 3: Constellation Acquisition I Gains Parent Support From Jindalee for HiTech Vote
- Agreement type: Parent Transaction Support Agreement
- Counterparty: Jindalee
- Signed / Effective: Apr 09 2026 / Apr 09 2026
- Duration / Termination: Until closing and specified lock-up periods
- Reason: Facilitate parent and subsidiary approvals
Agreement 4: Constellation Acquisition I Locks In Key Jindalee Holders Via Voting Agreement
- Agreement type: Parent Shareholder Voting Agreement
- Counterparty: Supportive Jindalee Shareholders
- Signed / Effective: Apr 09 2026 / Apr 09 2026
- Duration / Termination: Until acquisition closing
- Reason: Secure shareholder votes and prevent deal interference
Agreement 5: Constellation Acquisition I Aligns Class B Holders; Anti-Dilution Waived and Lock-Up Agreed
- Agreement type: Class B Holder Support Agreements
- Counterparty: Certain Class B Holders and HiTech Minerals
- Signed / Effective: Apr 09 2026 / Apr 09 2026
- Duration / Termination: Until closing and 12-month lock-up or triggers
- Reason: Ensure voting support and reduce dilution complexity
Agreement 6: Constellation Acquisition I Secures $1.55M Preferred Funding and $2.5M PIPE Commitment
- Agreement type: Convertible Preferred Share Purchase Agreement and PIPE commitment
- Counterparty: Endurance Antarctica Partners II
- Signed / Effective: Apr 09 2026 / Apr 09 2026
- Reason: Provide bridge capital and support closing liquidity
Original SEC Filing: Constellation Acquisition Corp I [ CSTWF ] - 8-K - Apr. 09, 2026