---
title: "Constellation Acquisition I to Merge With HiTech Minerals in $500 Million De-SPAC"
type: "News"
locale: "en"
url: "https://longbridge.com/en/news/282252782.md"
description: "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."
datetime: "2026-04-09T21:33:00.000Z"
locales:
  - [zh-CN](https://longbridge.com/zh-CN/news/282252782.md)
  - [en](https://longbridge.com/en/news/282252782.md)
  - [zh-HK](https://longbridge.com/zh-HK/news/282252782.md)
---

# Constellation Acquisition I to Merge With HiTech Minerals in $500 Million De-SPAC

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

**Disclaimer**

This is an AI-powered summary. It may contain inaccuracies. Consider verifying important information with the source. Please note this summary is solely based on documents filed with the SEC.

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