Jindalee Lithium (ASX:JLL) is targeting a Nasdaq listing for its McDermitt Lithium Project in Oregon, US, during the December quarter after its US registration statement took effect.
The US Securities and Exchange Commission (SEC) declared effective the Form S-4 filed by US Elemental. The application covers the proposed business combination between Jindalee subsidiary HiTech Minerals and Constellation Acquisition (OTCPK:CSTAF), a special-purpose acquisition company sponsored by Antarctica Capital.
HiTech Minerals owns 100% of McDermitt in southeast Oregon.
The declaration allows Constellation to convene an extraordinary general meeting for shareholders to vote on the deal, and its sponsors have agreed to vote in favour. Jindalee notes the step is procedural and does not represent SEC approval of the combination.
US Elemental plans to list on Nasdaq under the ticker ‘ULIT’ and hold Jindalee’s US assets. Jindalee expects to retain a majority interest of 80% or more at closing.
The deal contemplates a private investment in public equity raise of about US$20–30 million ($28–42 million), with an Antarctica affiliate having made a binding US$4 million commitment.
Remaining conditions include Constellation shareholder approval, Nasdaq listing approval, regulatory approvals, and a US$14 million minimum cash condition net of certain transaction expenses. Jindalee shareholders approved the deal in June 2026.
With the registration statement cleared, the outstanding steps are financial and regulatory rather than technical.
Managing Director Ian Rodger says execution is now the priority.
“Our focus now turns to closing the PIPE financing, the Constellation shareholder meeting, Nasdaq listing approval, and the remaining closing conditions,” Rodger adds.
Jindalee cautions there is no assurance the remaining conditions will be met or that completion will occur on the anticipated timetable.
Jindalee Lithium is an Australian lithium developer advancing the McDermitt Lithium Project in Oregon.
Write to JC Villarba at Mining.com.au
Images: Jindalee Lithium
