Constellation Acquisition Corp I - Business Combination Agreement

Constellation Acquisition Corp I (CSTA) has entered into a Business Combination Agreement with US Elemental Inc. (PubCo), CAC Merger Sub I LLC, USE Merger Sub 2 Inc., and HiTech Minerals Inc. The agreement outlines a series of transactions to effect a business combination, including an initial merger of CSTA with Merger Sub 1, followed by a merger of Merger Sub 2 with HiTech. The transaction is expected to close in the second half of 2026, subject to shareholder approvals and other customary closing conditions. The aggregate consideration is based on an equity value of $500 million. The agreement includes customary representations, warranties, and covenants from all parties. Conditions to closing include shareholder approvals, the effectiveness of a registration statement, and a minimum cash condition for HiTech. The agreement may be terminated under specific circumstances, with provisions for expense reimbursement in certain termination scenarios. Concurrently, CSTA, HiTech, and related parties have entered into support agreements, including a Sponsor Support Agreement, a Parent Transaction Support Agreement, a Parent Shareholder Voting Agreement, and Class B Holder Support Agreements, to facilitate the transaction. Additionally, an affiliate of the Sponsor has entered into a Convertible Preferred SPA, purchasing preferred stock and committing to further investment in PubCo.