Constellation Acquisition Corp I to merge with HiTech Minerals at $500M equity value

Constellation Acquisition Corp I

Equity value of $500M; CSTA and HiTech merge via two-step merger, with HiTech as surviving subsidiary.
Minimum cash condition of $14M must be met at closing; expected close in second half of 2026.
Sponsor support agreement locks up shares for 12 months post-close and waives anti-dilution rights.
Concurrent private placement: $1.55M convertible preferred purchased by Antarctica Capital affiliate, plus $2.5M commitment at close.
Conversion price initially $1,000/share, subject to downward adjustment but floor at $7.50; dividend rate 12% PIK or 10% cash.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Constellation Acquisition Corp I entered into Business Combination Agreement with HiTech Minerals Inc. valued at an equity value of $500 million (effective 2026-04-09).

Action: entry
Agreement: merger
Counterparty: HiTech Minerals Inc.
Value: an equity value of $500 million
Effective: 2026-04-09

Exact text from the filing

On April 9, 2026, Constellation Acquisition Corp I, a Cayman Islands exempted company (“CSTA”), US Elemental Inc., a Delaware corporation (“PubCo”), CAC Merger Sub I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of PubCo (“Merger Sub 1”), USE Merger Sub 2 Inc., a Nevada corporation (“Merger Sub 2”), and HiTech Minerals Inc., a Nevada corporation (“HiTech”), entered into a Business Combination Agreement (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”).

View on SEC.gov

Browse all material agreements →

Constellation Acquisition Corp I filing history →

Source: SEC EDGAR

accession 0001213900-26-042083

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.