Jindalee Lithium Limited (ASX: JLL) has announced a significant step in its planned business combination, with US Elemental Inc. filing a Form S-4 Registration Statement with the US Securities and Exchange Commission (SEC). Jindalee Lithium is an Australian company focused on developing the McDermitt Lithium Project in the U.S., one of the largest known lithium resources globally, aiming to bolster America’s critical mineral supply. This filing relates to US Elemental’s agreement with Constellation Acquisition Corp. I. Upon completion, US Elemental is expected to list on NASDAQ under “ULIT,” holding Jindalee’s US assets, including the McDermitt Lithium Project.
The S-4 filing marks a crucial milestone, initiating the SEC review process. This comprehensive document required extensive preparation, including PCAOB standard audits of Jindalee’s wholly-owned US subsidiary, HiTech Minerals Inc., and a US standard S-K 1300 technical report for McDermitt. The SEC review is the critical path to closing, with the transaction on track for completion in the second half of 2026. Jindalee is expected to retain a majority interest of 80% or more in US Elemental, subject to customary adjustments and shareholder approvals.
Financially, the parties aim to raise approximately US$20-30 million through a Private Investment in Public Equity (PIPE). This is supported by Jindalee’s recently closed A$8.4 million initial placement and an ongoing entitlement offer closing 12 June 2026. Concurrently, project activity at McDermitt is accelerating: a drill tender for the H2 2026 infill drilling program is completed, with drilling scheduled for Q3 2026. Magnesium optimisation testwork is also underway, with initial results anticipated in Q3 2026, exploring potential for a dual product stream.
Jindalee Managing Director Ian Rodger described the S-4 filing as a “major milestone,” indicating the company is “firmly in the execution phase.” He noted recent capital raises support ongoing drilling and testwork, adding value to McDermitt. An investor webinar is scheduled for 3 June 2026 to provide further details.
