CSTAF
Industry:
Capital Markets

DESCRIPTION

Constellation Acquisition is a SPAC that raised $310M in its January 2021 IPO and has spent five years searching for an acquisition target. Like all SPACs, Constellation placed its IPO proceeds in a trust, with public shareholders earning interest while the sponsor — currently Antarctica Capital — searches for a deal, earning a "promote" (founder shares at nominal cost representing 20% of post-IPO shares) in exchange for identifying and executing an acquisition. After multiple deadline extensions and successive shareholder redemption waves, Constellation's trust has been nearly wiped out, falling from $310M at IPO to roughly $628K today, with only 46,529 public shares remaining. In April 2026, Constellation signed a deal to merge with HiTech Minerals, a lithium-focused minerals company and subsidiary of Australian-listed Jindalee Lithium, at an implied equity value of $500M, with the combined entity to list as US Elemental. Because the trust is essentially empty, the deal must be financed almost entirely through PIPE financing and debt rather than trust proceeds. Antarctica Capital has already purchased $1.55M of 12% Series A Convertible Preferred Stock in HiTech and committed an additional $2.5M in PIPE financing at closing. The deal is expected to close in the second half of 2026.

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