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As filed with the U.S. Securities and Exchange Commission on October 14, 2026.

Registration No. 333-296412

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

––––––––––––––––––––––––––––––––––––––––––––––––––

AMENDMENT NO. 4 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

––––––––––––––––––––––––––––––––––––––––––––––––––

US Elemental Inc.
(Exact name of registrant as specified in its charter)

––––––––––––––––––––––––––––––––––––––––––––––––––

\n\n\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

\n\n\n\n\t\t\t\t\t\t Delaware \n\t\t\t\t\t		\n\t\t\t\t\t\t 1400 \n\t\t\t\t\t		\n\t\t\t\t\t\t 42-2830006 \n\t\t\t\t\t
\n\t\t\t\t\t\t (State or other jurisdiction of incorporation or organization) \n\t\t\t\t\t		\n\t\t\t\t\t\t (Primary Standard Industrial Classification Code Number) \n\t\t\t\t\t		\n\t\t\t\t\t\t (I.R.S. Employer Identification Number) \n\t\t\t\t\t

For Co-Registrants, see “Table of Co-Registrants” on the following page.

US Elemental Inc.

241 Ridge Street, Suite 210

Reno, Nevada 89501

Telephone: (406) 925-2688
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

––––––––––––––––––––––––––––––––––––––––––––––––––

Chandra Patel
Chief Executive Officer
241 Ridge Street, Suite 210

Reno, Nevada 89501
Telephone: (406) 925-2688
(Name, address, including zip code, and telephone number, including area code, of agent for service)

––––––––––––––––––––––––––––––––––––––––––––––––––

Copies to:

\n\n\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

\n\n\n\n\t\t\t\t\t\t

Peter Seligson, P.C.
Mathieu Kohmann
Kirkland & Ellis LLP
601 Lexington Avenue
New York, New York 10022
Tel: (212) 446-4800

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Elliott Smith
Sarah Ross
Jordan Leon
Ashurst Perkins Coie US LLP
1155 Avenue of the Americas
New York, New York 10036
Tel: (212) 262-6900

\n\t\t\t\t\t

––––––––––––––––––––––––––––––––––––––––––––––––––

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t Large accelerated filer \n\t\t\t\t\t	\n\t\t\t\t\t\t ☐ \n\t\t\t\t\t	\n\t\t\t\t\t\t Accelerated filer \n\t\t\t\t\t	\n\t\t\t\t\t\t ☐ \n\t\t\t\t\t
	\n\t\t\t\t\t\t Non-accelerated filer \n\t\t\t\t\t	\n\t\t\t\t\t\t ☒ \n\t\t\t\t\t	\n\t\t\t\t\t\t Smaller reporting company \n\t\t\t\t\t	\n\t\t\t\t\t\t ☒ \n\t\t\t\t\t
			\n\t\t\t\t\t\t Emerging growth company \n\t\t\t\t\t	\n\t\t\t\t\t\t ☒ \n\t\t\t\t\t

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant and Co-Registrant hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S. Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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TABLE OF CO-REGISTRANTS

\n\n\n\n\t\t\t\t\t\t Exact Name of Co-Registrant as Specified in its Charter(1)(2) \n\t\t\t\t\t		\n\t\t\t\t\t\t State or Other Jurisdiction of Incorporation or Organization \n\t\t\t\t\t		\n\t\t\t\t\t\t Primary Standard Industrial Classification Code Number \n\t\t\t\t\t		\n\t\t\t\t\t\t I.R.S. Employer Identification Number \n\t\t\t\t\t
\n\t\t\t\t\t\t HiTech Minerals Inc. \n\t\t\t\t\t		\n\t\t\t\t\t\t Nevada \n\t\t\t\t\t		\n\t\t\t\t\t\t 1400 \n\t\t\t\t\t		\n\t\t\t\t\t\t 82-5514416 \n\t\t\t\t\t

____________

(1) The Co-Registrant has the following principal executive office:

HiTech Minerals Inc.

241 Ridge Street, Suite 210

Reno, Nevada 89501

Telephone: (406) 925-2688

(2) The agent for service for the Co-Registrant is:

Delcy Gillen

6170 Ridgeview Ct, Suite B

Reno, Nevada 89519

Telephone: (775) 825-4444

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED OCTOBER 14, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF
CONSTELLATION ACQUISITION CORP I

AND PROSPECTUS FOR UP TO 61,213,169 SHARES OF COMMON STOCK, 1,550 SHARES OF
PREFERRED STOCK,
31,605,120 WARRANTS, AND 31,605,120 SHARES OF COMMON STOCK issuable upon
exercise of Warrants
OF
US ELEMENTAL INC.

To the Shareholders of Constellation Acquisition Corp I:

You are cordially invited to attend the extraordinary general meeting of shareholders (the “extraordinary general meeting”) of Constellation Acquisition Corp I, a Cayman Islands exempted company (“CSTA”), to be virtually held at [•] a.m., Eastern Time, on , 2026, at the offices of Kirkland & Ellis LLP, located at 601 Lexington Avenue, New York, New York 10022, and via virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. The extraordinary general meeting can be accessed via live webcast by visiting , where you will be able to listen to the meeting live and vote during the meeting.

On April 9, 2026, CSTA entered into a Business Combination Agreement with US Elemental Inc., a Delaware corporation (“US Elemental”), CAC Merger Sub I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Elemental (“Merger Sub 1”), USE Merger Sub 2 Inc., a Nevada corporation and a direct wholly owned subsidiary of CSTA (“Merger Sub 2”), and HiTech Minerals Inc., a Nevada corporation (“HiTech”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). HiTech is a wholly-owned subsidiary of Jindalee Lithium Limited, an Australian public company limited by shares listed on the Australian Securities Exchange (the “ASX”) under the ticker “JLL” (“Jindalee”). HiTech owns the McDermitt Lithium Project on the Oregon-Nevada border. Subject to its terms and conditions, the Business Combination Agreement provides that HiTech will become a wholly owned subsidiary of US Elemental. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination”.

Pursuant to the terms of the Business Combination Agreement, among other things, (i) CSTA will merge with and into Merger Sub 1, with Merger Sub 1 surviving the merger and remaining a wholly owned subsidiary of US Elemental (the “Initial Merger”), (ii) immediately following the Initial Merger, Merger Sub 1 will transfer its interests in Merger Sub 2 to US Elemental, as a result of which, Merger Sub 2 will become a direct wholly owned subsidiary of US Elemental (the “Merger Sub 2 Transfer”), and (iii) immediately after the Merger Sub 2 Transfer, Merger Sub 2 will merge with and into HiTech, with HiTech surviving the merger and becoming a wholly owned subsidiary of US Elemental (the “Acquisition Merger”).

At the effective time of the Initial Merger, among other things:

(i) each unit of CSTA (which was issued by CSTA in CSTA’s initial public offering (the “IPO”) or the exercise or the underwriters’ overallotment option) issued and outstanding prior to the Initial Merger will be automatically detached and deemed to consist of (y) one Class A ordinary share of CSTA, par value $0.0001 per share (the “CSTA Class A Ordinary Shares”) and (z) one-third of a warrant of CSTA (“CSTA Warrant”);

(ii) (A) each issued and outstanding Class B ordinary share, par value $0.0001 per share, of CSTA (the “CSTA Class B Ordinary Shares,” and together with CSTA Class A Ordinary Shares, the “CSTA Ordinary Shares”) will automatically convert into a CSTA Class A Ordinary Share, and (B) each CSTA Class A Ordinary Share (for clarity, including each converted CSTA Class B Ordinary Share) issued and outstanding will automatically be cancelled, cease to exist and exchanged for one newly issued share of common stock, par value $0.0001 per share, of US Elemental (the “US Elemental Common Stock” and such exchange for new US Elemental Common Stock, the “Share Exchange”); and

(iii) each CSTA Warrant will be automatically assumed by US Elemental and will be converted into a warrant to purchase one share of US Elemental Common Stock.

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Under the terms of the Business Combination Agreement, the aggregate consideration in the Business Combination is derived from an equity value of $500 million. For an explanation and estimate of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal — Business Combination Agreement — Merger Consideration.”

At the extraordinary general meeting, the shareholders of CSTA (the “CSTA Shareholders”) will be asked to consider and vote upon the following Proposals:

• Proposal No. 1 — The Business Combination Proposal — to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the Share Exchange and the Initial Merger, the Merger Sub 2 Transfer and the Acquisition Merger, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement/prospectus (which we collectively refer to as the “Business Combination Proposal”);

• Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to approve, as a special resolution, the Plan of Initial Merger attached to the accompanying proxy statement/prospectus as Annex B and to authorize the merger of CSTA, which will merge with and into Merger Sub 1, upon which the separate corporate existence of CSTA will cease and Merger Sub 1 will become the surviving corporation; and

• Proposal No. 3 — The Adjournment Proposal — to consider and vote upon a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the extraordinary general meeting (which we refer to as the “Adjournment Proposal”).

The Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. Consummation of the Business Combination is not conditioned upon the approval of the Adjournment Proposal. Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety. Unless waived in accordance with the Business Combination Agreement, the consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition of $14,000,000, which shall include (a) the aggregate amount of cash (including the aggregate amount of cash from the Sponsor Financing) that has been funded prior to or concurrently with the closing of the Business Combination to US Elemental or CSTA or HiTech pursuant to the PIPE Financing Agreements, plus (b) all amounts in the Trust Account immediately prior to the closing of the Business Combination minus the value of the shares redeemed by CSTA Shareholders and any other amounts in the Trust Account not available to US Elemental at and after the Initial Merger to the extent withheld to pay or that are paid on account of taxes of the CSTA (which shall not, in any event, be less than zero ($0) dollars), minus (c) the CSTA Transaction Expenses. For clarity, other CSTA liabilities, Other Transaction Expenses and any Sponsor Loans exchanged for US Elemental Warrants under the terms of the Business Combination Agreement or the Transaction Documents do not count against such minimum cash condition. For additional information, see “The Business Combination Proposal.”

Simultaneously with the execution of the Business Combination Agreement, Antarctica Holder, an affiliate of Antarctica Capital, and the Sponsor, entered into the Securities Purchase Agreement with Jindalee and HiTech, pursuant to which Antarctica Holder committed to provide $4.0 million of financing to US Elemental, consisting of (A) the purchase from HiTech 1,550 shares of HiTech Series A Preferred Stock, having the rights and privileges set forth in the Certificate of Designation, for an aggregate purchase price of $1,550,000, and (B) a commitment to purchase $2,500,000 in newly issued equity or equity-linked securities of US Elemental, on substantially the same terms as PIPE Financing Agreements to be executed in connection with the Business Combination, subject to certain terms and conditions, including that the Minimum Cash Condition in the Business Combination Agreement is satisfied and not waived (unless Antarctica Holder consents to such waiver) at the time of the Closing. Pursuant to the Securities Purchase Agreement, the shares of HiTech Series A Preferred Stock will automatically be cancelled and exchanged for shares of US Elemental Series A Preferred Stock at the time of the Closing, and US Elemental will issue a number of US Elemental Series A Preferred Investor Warrants to Antarctica Holder or its permitted transferees that is equal to the Accrued Value divided by the Conversion Price, in each case, measured as of the date of Closing. As of the date of this proxy statement/prospectus, no binding agreements with respect to any PIPE Financings have been executed and there are no assurances that any such binding agreements will be executed prior to the closing of the Business Combination. For a description of the financing arrangements entered into, or expected to be entered into, by CSTA and/or US

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Elemental in connection with the Business Combination, please see “The Business Combination Proposal — Related Agreements — Securities Purchase Agreement” and “The Business Combination Proposal — Related Agreements — Additional Financing Opportunities.”

The CSTA Ordinary Shares and CSTA Warrants are currently traded on OTCID Basic Market under the symbols “CSTAF” and “CSTWF,” respectively. Although US Elemental is not currently a public reporting company in any jurisdiction, following the effectiveness of the registration statement of which this proxy statement/prospectus is a part and the Closing, US Elemental will become subject to the reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”). US Elemental intends to apply to list the shares of US Elemental Common Stock (including the shares of US Elemental Common Stock issuable upon exercise of the US Elemental Warrants) on Nasdaq under the symbol “ULIT” and the US Elemental Warrants under the symbol “ULITW,” upon the consummation of the Business Combination. It is a condition of the consummation of the Business Combination that the shares of US Elemental Common Stock and the US Elemental Warrants are approved for listing on Nasdaq, subject only to official notice of issuance thereof. While trading of the shares of US Elemental Common Stock and the US Elemental Warrants on Nasdaq is expected to begin on the first business day following the date of completion of the Business Combination, there can be no assurance that US Elemental’s securities will be listed on Nasdaq or that a viable and active trading market will develop. See “Risk Factors” beginning on page 41 of this proxy statement/prospectus for more information.

The board of directors of CSTA (the “CSTA Board”) has fixed the close of business on , 2026 as the record date (the “Record Date”) for the determination of CSTA Shareholders entitled to notice of, and to vote at, the extraordinary general meeting or any postponement or adjournment thereof. CSTA Shareholders should carefully read the accompanying notice of extraordinary general meeting and proxy statement/prospectus for a more complete statement of the Proposals to be considered at the extraordinary general meeting.

After careful consideration, the CSTA Board has unanimously approved and adopted the Business Combination Agreement and approved the Business Combination, has approved the other proposals described in this proxy statement/prospectus, and has determined that it is advisable to consummate the Business Combination. Neither CSTA nor the Sponsor (as defined below) has received any report, opinion (including any fairness opinion), or appraisal from an outside party or an unaffiliated representative that is materially related to the Business Combination.

The CSTA Board recommends that CSTA Shareholders vote “FOR” the Proposals described in this proxy statement/prospectus.

Compensation to be Received by the Sponsor, Antarctica Holder, and CSTA’s Officers and Directors in Connection with the Business Combination and the Securities Purchase Agreement: In connection with the Business Combination, the Sponsor will receive (i) up to 5,725,312 shares of US Elemental Common Stock following the forfeiture contemplated by the Sponsor Support Agreement, in exchange for the 7,600,000 CSTA Class A Ordinary Shares and 33,750 CSTA Class B Ordinary Shares currently held by it, which were initially purchased in a private placement prior to the IPO of CSTA for an aggregate consideration of $25,000 and (ii) 5,466,667 US Elemental Warrants issued by US Elemental to purchase up to 5,466,667 shares of US Elemental Common Stock, upon the exchange for 5,466,667 CSTA Private Placement Warrants, which were initially purchased by the Sponsor in connection with the CSTA IPO at $1.50 per warrant. See the section entitled “Questions and Answers for CSTA Shareholders — Who is CSTA’s Sponsor?” for more information. The US Elemental Warrants to be issued by US Elemental in exchange for the CSTA Private Placement Warrants will have an exercise price of $11.50 per warrant, subject to adjustments. Such warrants may become exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. Once these warrants become exercisable, such exercise may further dilute your interests in US Elemental. See the section entitled “Risk Factors — Risks Relating to CSTA and the Business Combination — CSTA Shareholders will experience immediate dilution as a consequence of the issuance of shares of US Elemental Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that CSTA Shareholders have on the management of US Elemental.” in the accompanying proxy statement/prospectus for more information. Commencing on the date that the CSTA securities were initially listed on NYSE following the consummation of the CSTA IPO, CSTA agreed to pay the Sponsor up to $10,000 per month for office space, utilities and secretarial and administrative support, and other obligations of the Sponsor. Upon completion of the Business Combination, the Company will cease paying these monthly fees to the Sponsor. The Sponsor has also issued promissory notes in connection with the extensions of the time period during which CSTA may consummate a business combination and such promissory notes will either be reimbursed or converted into CSTA Private Placement Warrants at a conversion

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rate of $1.50 per warrant that will be assumed by US Elemental at the closing of the Business Combination, in accordance with their terms and the terms of the Business Combination Agreement. We anticipate that (i) loans made by the Sponsor or any of its affiliates to CSTA in an amount of approximately $ will be converted into approximately US Elemental Private Placement Warrants and (ii) loans made by the Sponsor or any of its affiliates to CSTA in an amount of approximately $ will be repaid in cash, each in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, there are loans extended, fees due or outstanding out-of-pocket expenses amounting in the aggregate to $ for which the Sponsor and CSTA’s officers and directors are awaiting reimbursement in cash or through the conversion into CSTA Private Placement Warrants. HiTech and CSTA have agreed pursuant to the terms of the Business Combination Agreement that working capital loans (including extension funding loans) to CSTA in excess of $1,500,000 may be converted into CSTA Private Placement Warrants at $1.50 per CSTA Private Placement Warrant in order to preserve cash for the combined company following the Closing; for a description of such loans, see “CSTA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and for a description of the treatment of such loans in the Business Combination, see “The Business Combination Proposal.” For more details, also see the section entitled “Certain Relationships and Related Person Transactions.” As of the date of this proxy statement/prospectus, other than the transactions described in the foregoing, no compensation of any kind, including finder’s and consulting fees, has been paid to the Sponsor, members of our management team, or any of their affiliates, for services rendered prior to or in connection with the completion of the Business Combination. Additionally, these entities or individuals may be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. As of the date of this proxy statement/prospectus, there are no out-of-pocket expenses to be reimbursed. The reimbursement of expenses and advances and the securities issued to the Sponsor may result in a material dilution of the equity interests of non-redeeming CSTA Public Shareholders. In connection with the signing of the Business Combination Agreement, the Company entered into the Securities Purchase Agreement with Antarctica Holder, an affiliate of Antarctica Capital and the Sponsor, pursuant to which, among other things, Antarctica Holder committed to provide $4.0 million of financing to US Elemental, consisting of $1.55 million funded on the date of the Business Combination Agreement and $2.5 million expected to be funded at Closing. The initial $1.55 million was funded on April 9, 2026 through the purchase of 1,550 shares of the HiTech Series A Preferred Stock. The HiTech Series A Preferred Stock will be exchanged for US Elemental Series A Preferred Stock at Closing and may give rise to additional warrants at the time of closing based on its accrued value and conversion price. At the Closing, US Elemental will also issue a number of US Elemental Series A Preferred Investor Warrants to Antarctica Holder or its permitted transferees that is equal to the Accrued Value divided by the Conversion Price, in each case, measured as of the date of Closing. See “Summary of the Proxy Statement/Prospectus — Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination” and “Summary of the Proxy Statement/Prospectus — Compensation to be Received by the Sponsor, Antarctica Holder, and CSTA’s Officers and Directors in Connection with the Business Combination and US Elemental Series A Preferred Financing”.

Potential conflicts of interest in connection with the Business Combination: There may be actual or potential material conflicts of interest between or among (i) the Sponsor, CSTA’s officers and directors, HiTech’s officers and directors and (ii) unaffiliated security holders of CSTA. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the compensation of the Sponsor and its affiliates and CSTA’s directors and officers in connection with the Business Combination. Jindalee, HiTech and US Elemental directors and officers have interests in the Business Combination that are different from, or in addition to, those of the CSTA shareholders and directors and officers. As a result of the low price the Sponsor paid for the CSTA Class B Ordinary Shares, the Sponsor may realize a positive rate of return on its investment even if the market price per share of US Elemental Common Stock is below $10.00 per share after Closing, in which case the CSTA Public Shareholders assumed to have purchased shares at the $10.00 IPO price may experience a negative rate of return on their investment. For more information also see “Summary of the Proxy Statement/Prospectus — Potential conflicts of interest in connection with the Business Combination,” “Questions and Answers for CSTA Shareholders — What is the effective purchase price attributed to the US Elemental Common Stock to be received by the CSTA Public Shareholders, the Sponsor and its affiliates and Jindalee at Closing?” “Summary of the Proxy Statement/Prospectus — Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination” and “Summary of the Proxy Statement/Prospectus — Compensation to be Received by the Sponsor, Antarctica Holder, and CSTA’s Officers

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and Directors in Connection with the Business Combination and US Elemental Series A Preferred Financing”. For more information on fiduciary duties of CSTA directors and officers and conflicts of interest, also see “Management of CSTA — Conflicts of Interest.”

Sponsor Handover: On January 30, 2023, CSTA completed a sponsor handover, pursuant to which control of CSTA’s sponsor was transferred from the Old Sponsor (Constellation Sponsor GmbH & Co. KG, a German limited partnership) to the current Sponsor (Constellation Sponsor LP, a Delaware limited partnership), which is controlled by affiliates of Antarctica Capital. In connection with the sponsor handover, CSTA’s management team was replaced with executives affiliated with Antarctica Capital. CSTA’s reconstituted management team sourced the Business Combination with HiTech and negotiated all of the terms of the Business Combination Agreement and related ancillary agreements. Neither the Old Sponsor nor CSTA’s former management team had any involvement in the identification of HiTech as a target or the negotiation of the Business Combination. The sponsor handover resulted in a change in CSTA’s strategic direction and investment focus. For more information about the sponsor handover, including the relationship between the Old Sponsor and the Sponsor, why the Sponsor was selected, the terms of the sponsor takeover, and how the CSTA Board evaluated the Sponsor’s involvement and any related conflicts, see “The Business Combination Proposal — The Background of the Business Combination.” See also “Risk Factors — Risks Relating to CSTA and the Business Combination — CSTA’s sponsor changed in January 2023, and CSTA’s current Sponsor sourced and negotiated the Business Combination. The sponsor handover resulted in changes to CSTA’s management team and strategic direction.”

This proxy statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting. CSTA Shareholders are urged to read the accompanying proxy statement/prospectus including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, when you consider the recommendation regarding these Proposals by the CSTA Board, you should keep in mind that CSTA’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a CSTA Shareholder. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to CSTA Shareholders than liquidating CSTA. In addition, you should carefully consider the matters discussed under “Risk Factors” beginning on page 41 of the accompanying proxy statement/prospectus. See also the section entitled “The Business Combination Proposal — Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination” for additional information.

Pursuant to the amended and restated memorandum and articles of association of CSTA (the “CSTA Organizational Documents”), the CSTA Public Shareholders have redemption rights in connection with the Business Combination. The CSTA Public Shareholders are not required to affirmatively vote for or against the Business Combination to redeem their CSTA Class A Ordinary Shares. This means that CSTA Public Shareholders who hold CSTA Class A Ordinary Shares on or before , 2026 (two (2) business days before the initially scheduled date of the extraordinary general meeting) will be eligible to elect to have their CSTA Class A Ordinary Shares redeemed for cash in connection with the extraordinary general meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the extraordinary general meeting. CSTA Public Shareholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption.

Upon consummation of the Business Combination, US Elemental will be a “controlled company” under Nasdaq listing standards and, as a result, may elect not to comply with certain corporate governance requirements. As a result of Jindalee’s voting control, Jindalee will effectively be able to determine the outcome of all matters requiring shareholder approval, including the election and removal of directors (subject to the contractual designation rights set forth in the Proposed Charter). As a result of being able to appoint and remove a majority of the directors, Jindalee will effectively control mergers and acquisitions, payment of dividends, and other matters of corporate or management policy. Non-redeeming CSTA Shareholders will likely have a limited influence over US Elemental following the Business Combination and holders of US Elemental Common Stock (“US Elemental Stockholders”) will not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements. See “Risk Factors — US Elemental will be a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements. As a result, US Elemental Stockholders will not have the same protections afforded to shareholders of companies that cannot rely on such exemptions and are subject to such

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requirements.” and “— Controlled Company Exemption.” In addition, the CSTA Public Shareholders who do not exercise their redemption rights and continue to hold their securities until the Closing will experience immediate and material dilution resulting from the issuance of shares of US Elemental Common Stock in connection with the Business Combination. See “Risk Factors — Risks Relating to CSTA and the Business Combination — CSTA Shareholders will experience immediate dilution as a consequence of the issuance of shares of US Elemental Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that CSTA Shareholders have on the management of US Elemental.”

US Elemental will be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, and is therefore eligible to take advantage of certain reduced reporting requirements otherwise applicable to other public companies.

We are providing this proxy statement/prospectus and accompanying proxy card to our stockholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournments or postponements of the extraordinary general meeting.

Your vote is very important. If you are a CSTA Shareholder, whether or not you plan to attend the extraordinary general meeting, please take the time to vote as soon as possible. On behalf of the CSTA Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

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\n\n\n\n\t\t\t\t\t\t Very truly yours, \n\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Chandra R. Patel Chief Executive Officer \n\t\t\t\t\t

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under the accompanying proxy statement/prospectus or determined that the accompanying proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated , 2026 and will first be mailed to the CSTA Shareholders on or about , 2026.

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CONSTELLATION ACQUISITION CORP I
1290 Avenue of the Americas
10th Floor
New York, NY 10104

NOTICE OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
OF CONSTELLATION ACQUISITION CORP I

TO BE HELD ON , 2026

TO THE SHAREHOLDERS OF CONSTELLATION ACQUISITION CORP I:

You are cordially invited to attend the extraordinary general meeting (the “extraordinary general meeting”) of Constellation Acquisition Corp I, a Cayman Islands exempted company (“CSTA”), at [•] a.m., Eastern Time, on [•], 2026, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, New York 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be adjourned. The extraordinary general meeting can be accessed via live webcast by visiting , where you will be able to listen to the meeting live and vote during the meeting.

On April 9, 2026, CSTA entered into a Business Combination Agreement with US Elemental Inc., a Delaware corporation (“US Elemental”), CAC Merger Sub I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Elemental (“Merger Sub 1”), USE Merger Sub 2 Inc., a Nevada corporation and a direct wholly owned subsidiary of CSTA (“Merger Sub 2”), and HiTech Minerals Inc., a Nevada corporation (“HiTech”) (as it may be amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”). HiTech is a wholly-owned subsidiary of Jindalee Lithium Limited, an Australian public company limited by shares listed on the ASX under the ticker “JLL” (“Jindalee”). HiTech owns the McDermitt Lithium Project on the Oregon-Nevada border. Subject to its terms and conditions, the Business Combination Agreement provides that HiTech will become a wholly owned subsidiary of US Elemental. The transactions contemplated by the Business Combination Agreement are referred to herein as the “Business Combination.”

At the effective time of the Initial Merger, among other things:

(iii) each CSTA Warrant will be automatically assumed by US Elemental and will be converted into a warrant to purchase one share of US Elemental Common Stock.

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The Business Combination Proposal and the Merger Proposal are conditions to the consummation of the Business Combination. Consummation of the Business Combination is not conditioned upon the approval of the Adjournment Proposal. Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety. Unless waived in accordance with the Business Combination Agreement, the consummation of the Business Combination is also subject to customary closing conditions and a minimum cash condition of $14,000,000 (the “Minimum Cash Condition”), which shall include (a) the aggregate amount of cash (including the aggregate amount of cash from the Sponsor Financing) that has been funded prior to or concurrently with the closing of the Business Combination to US Elemental or CSTA or HiTech pursuant to the PIPE Financing Agreements, plus (b) all amounts in the Trust Account immediately prior to the closing of the Business Combination minus the shares redeemed by CSTA Shareholders and any other amounts in the Trust Account not available to US Elemental at and after the Initial Merger to the extent withheld to pay or that are paid on account of taxes of the CSTA (which shall not, in any event, be less than zero ($0) dollars), minus (c) the CSTA Transaction Expenses. For clarity, other CSTA liabilities, Other Transaction Expenses and any Sponsor Loans exchanged for US Elemental Warrants under the terms of the Business Combination Agreement or the Transaction Documents do not count against the Minimum Cash Condition. For additional information, see “The Business Combination Proposal.”

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Each of these Proposals is more fully described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting. Only holders of record of CSTA Ordinary Shares at the close of business on , 2026 (the “Record Date”) are entitled to notice of the extraordinary general meeting and to vote at the extraordinary general meeting and any adjournments or postponements of the extraordinary general meeting. A complete list of CSTA Shareholders of record entitled to vote at the extraordinary general meeting will be available for ten (10) days before the extraordinary general meeting at the principal executive offices of CSTA for inspection by shareholders during ordinary business hours for any purpose germane to the extraordinary general meeting.

After careful consideration, the Board has unanimously approved and adopted the Business Combination Agreement and unanimously recommends that our shareholders vote “FOR” all of the Proposals presented to our shareholders at the extraordinary general meeting. When you consider the Board recommendation of these Proposals, you should keep in mind that directors and officers of CSTA have interests in the Business Combination that may conflict with your interests as a shareholder. See the section titled “The Business Combination Proposal — Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination” in the accompanying proxy statement/prospectus.

Pursuant to the CSTA Organizational Documents, CSTA Public Shareholders may demand that CSTA redeem, upon the Closing of the Business Combination, our public CSTA Class A Ordinary Shares then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing of the Business Combination) in the trust account (the “Trust Account”) that holds the proceeds (including interest but less taxes payable) of the CSTA IPO. As of the Record Date, based on funds in the Trust Account of approximately $ on such date, the pro rata portion of the funds available in the Trust Account for the redemption of public CSTA Class A Ordinary Shares was approximately $ per share (before taxes paid or payable). CSTA Public Shareholders are not required to affirmatively vote for or against the Business Combination in order to redeem their CSTA Class A Ordinary Shares for cash. This means that CSTA Public Shareholders who hold CSTA Class A Ordinary Shares on or before , 2026 (two (2) business days before the initially scheduled date of the extraordinary general meeting) will be eligible to elect to have their CSTA Class A Ordinary Shares redeemed for cash in connection with the extraordinary general meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the extraordinary general meeting. To redeem their CSTA Class A Ordinary Shares for cash, CSTA Public Shareholders can demand that CSTA convert their CSTA Public Shares into cash and tender their shares to Continental Stock Transfer & Trust Company, CSTA’s transfer agent. CSTA Shareholders should carefully refer to the accompanying proxy statement/prospectus for the requirements and procedures of redemption. Holders of CSTA Warrants do not have redemption rights with respect to such securities in connection with the Business Combination.

Our sponsor, Constellation Sponsor LP (our “Sponsor”), and holders of CSTA Ordinary Shares issued prior to our IPO, their permitted transferees, and our current and former officers and directors (collectively, the “CSTA Initial Shareholders”) have agreed to waive their redemption rights with respect to any CSTA Class A Ordinary Shares held by them in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the CSTA Initial Shareholders beneficially own 99.4% of issued and outstanding CSTA Ordinary Shares, including 7,600,000 CSTA Class A Ordinary Shares and 150,000 CSTA Class B Ordinary Shares, and CSTA Public Shareholders beneficially own approximately 0.6% of issued and outstanding CSTA Class A Ordinary Shares. The CSTA Initial Shareholders, which include our Sponsor and our directors and officers, have agreed to vote all of their CSTA Ordinary Shares in favor of the Business Combination Proposal.

You are urged to carefully read and consider the “Risk Factors” beginning on page 41 of this proxy statement/prospectus and the other information contained in this proxy statement/prospectus in its entirety, including the Annexes and accompanying financial statements.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to ensure that your shares are represented at the extraordinary general meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted “FOR” each of the Proposals presented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that votes relating to the shares you beneficially own are properly counted.

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Your attention is directed to the proxy statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (646) 585-8975.

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\n\n\n\n\t\t\t\t\t		\n\t\t\t\t\t\t By Order of the Board of Directors \n\t\t\t\t\t
		\n\t\t\t\t\t\t\n\t\t\t\t\t
		\n\t\t\t\t\t\t Chandra R. Patel Chief Executive Officer, Chairman and Director \n\t\t\t\t\t

, 2026

Important Notice Regarding the Availability of Proxy Materials for the extraordinary general meeting to be held on , 2026: CSTA’s proxy statement/prospectus is available at https://

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\n\n\n\n\t\t\t\t\t		\n\t\t\t\t\t\t PAGE \n\t\t\t\t\t
\n\t\t\t\t\t\t ABOUT THIS PROXY STATEMENT/PROSPECTUS \n\t\t\t\t\t		\n\t\t\t\t\t\t ii \n\t\t\t\t\t
\n\t\t\t\t\t\t FREQUENTLY USED TERMS \n\t\t\t\t\t		\n\t\t\t\t\t\t vi \n\t\t\t\t\t
\n\t\t\t\t\t\t CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS \n\t\t\t\t\t		\n\t\t\t\t\t\t xix \n\t\t\t\t\t
\n\t\t\t\t\t\t RISK FACTOR SUMMARY \n\t\t\t\t\t		\n\t\t\t\t\t\t xxi \n\t\t\t\t\t
\n\t\t\t\t\t\t QUESTIONS AND ANSWERS FOR CSTA SHAREHOLDERS \n\t\t\t\t\t		\n\t\t\t\t\t\t xxv \n\t\t\t\t\t
\n\t\t\t\t\t\t SUMMARY OF THE PROXY STATEMENT/PROSPECTUS \n\t\t\t\t\t		\n\t\t\t\t\t\t 1 \n\t\t\t\t\t
\n\t\t\t\t\t\t UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION \n\t\t\t\t\t		\n\t\t\t\t\t\t 31 \n\t\t\t\t\t
\n\t\t\t\t\t\t RISK FACTORS \n\t\t\t\t\t		\n\t\t\t\t\t\t 41 \n\t\t\t\t\t
\n\t\t\t\t\t\t EXTRAORDINARY GENERAL MEETING OF CSTA SHAREHOLDERS \n\t\t\t\t\t		\n\t\t\t\t\t\t 86 \n\t\t\t\t\t
\n\t\t\t\t\t\t THE BUSINESS COMBINATION PROPOSAL \n\t\t\t\t\t		\n\t\t\t\t\t\t 92 \n\t\t\t\t\t
\n\t\t\t\t\t\t THE MERGER PROPOSAL \n\t\t\t\t\t		\n\t\t\t\t\t\t 130 \n\t\t\t\t\t
\n\t\t\t\t\t\t THE ADJOURNMENT PROPOSAL \n\t\t\t\t\t		\n\t\t\t\t\t\t 131 \n\t\t\t\t\t
\n\t\t\t\t\t\t INFORMATION ABOUT CSTA \n\t\t\t\t\t		\n\t\t\t\t\t\t 132 \n\t\t\t\t\t
\n\t\t\t\t\t\t MANAGEMENT OF CSTA \n\t\t\t\t\t		\n\t\t\t\t\t\t 147 \n\t\t\t\t\t
\n\t\t\t\t\t\t EXECUTIVE COMPENSATION OF CSTA \n\t\t\t\t\t		\n\t\t\t\t\t\t 156 \n\t\t\t\t\t
\n\t\t\t\t\t\t CSTA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS \n\t\t\t\t\t		\n\t\t\t\t\t\t 157 \n\t\t\t\t\t
\n\t\t\t\t\t\t INFORMATION ABOUT HITECH \n\t\t\t\t\t		\n\t\t\t\t\t\t 165 \n\t\t\t\t\t
\n\t\t\t\t\t\t EXECUTIVE COMPENSATION OF HITECH \n\t\t\t\t\t		\n\t\t\t\t\t\t 178 \n\t\t\t\t\t
\n\t\t\t\t\t\t HITECH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS \n\t\t\t\t\t		\n\t\t\t\t\t\t 184 \n\t\t\t\t\t
\n\t\t\t\t\t\t MANAGEMENT OF US ELEMENTAL AFTER THE BUSINESS COMBINATION \n\t\t\t\t\t		\n\t\t\t\t\t\t 195 \n\t\t\t\t\t
\n\t\t\t\t\t\t DESCRIPTION OF SECURITIES OF US ELEMENTAL \n\t\t\t\t\t		\n\t\t\t\t\t\t 202 \n\t\t\t\t\t
\n\t\t\t\t\t\t COMPARISON OF SHAREHOLDER RIGHTS \n\t\t\t\t\t		\n\t\t\t\t\t\t 213 \n\t\t\t\t\t
\n\t\t\t\t\t\t SHARES ELIGIBLE FOR FUTURE SALE \n\t\t\t\t\t		\n\t\t\t\t\t\t 227 \n\t\t\t\t\t
\n\t\t\t\t\t\t CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS \n\t\t\t\t\t		\n\t\t\t\t\t\t 230 \n\t\t\t\t\t
\n\t\t\t\t\t\t BENEFICIAL OWNERSHIP OF SECURITIES \n\t\t\t\t\t		\n\t\t\t\t\t\t 233 \n\t\t\t\t\t
\n\t\t\t\t\t\t MARKET INFORMATION AND DIVIDENDS ON SECURITIES \n\t\t\t\t\t		\n\t\t\t\t\t\t 235 \n\t\t\t\t\t
\n\t\t\t\t\t\t LEGAL MATTERS \n\t\t\t\t\t		\n\t\t\t\t\t\t 235 \n\t\t\t\t\t
\n\t\t\t\t\t\t CHANGE IN CERTIFYING ACCOUNTANT \n\t\t\t\t\t		\n\t\t\t\t\t\t 236 \n\t\t\t\t\t
\n\t\t\t\t\t\t EXPERTS \n\t\t\t\t\t		\n\t\t\t\t\t\t 237 \n\t\t\t\t\t
\n\t\t\t\t\t\t TRANSFER AGENT AND REGISTRAR \n\t\t\t\t\t		\n\t\t\t\t\t\t 237 \n\t\t\t\t\t
\n\t\t\t\t\t\t DELIVERY OF DOCUMENTS TO STOCKHOLDERS \n\t\t\t\t\t		\n\t\t\t\t\t\t 238 \n\t\t\t\t\t
\n\t\t\t\t\t\t SUBMISSION OF STOCKHOLDER PROPOSALS \n\t\t\t\t\t		\n\t\t\t\t\t\t 238 \n\t\t\t\t\t
\n\t\t\t\t\t\t FUTURE STOCKHOLDER PROPOSALS \n\t\t\t\t\t		\n\t\t\t\t\t\t 238 \n\t\t\t\t\t
\n\t\t\t\t\t\t WHERE YOU CAN FIND MORE INFORMATION \n\t\t\t\t\t		\n\t\t\t\t\t\t 239 \n\t\t\t\t\t
\n\t\t\t\t\t\t ENFORCEMENT OF CIVIL LIABILITY \n\t\t\t\t\t		\n\t\t\t\t\t\t 239 \n\t\t\t\t\t
\n\t\t\t\t\t\t INDEX TO FINANCIAL STATEMENTS \n\t\t\t\t\t		\n\t\t\t\t\t\t F-1 \n\t\t\t\t\t
\n\t\t\t\t\t\t ANNEXES \n\t\t\t\t\t
\n\t\t\t\t\t\t A – Business Combination Agreement \n\t\t\t\t\t		\n\t\t\t\t\t\t A-1 \n\t\t\t\t\t
\n\t\t\t\t\t\t B – Plan of Initial Merger \n\t\t\t\t\t		\n\t\t\t\t\t\t B-1 \n\t\t\t\t\t
\n\t\t\t\t\t\t C – Form of Amended and Restated Certificate of Incorporation of US Elemental \n\t\t\t\t\t		\n\t\t\t\t\t\t C-1 \n\t\t\t\t\t
\n\t\t\t\t\t\t D – Form of Amended and Restated Bylaws of US Elemental \n\t\t\t\t\t		\n\t\t\t\t\t\t D-1 \n\t\t\t\t\t
\n\t\t\t\t\t\t E – Sponsor Support Agreement \n\t\t\t\t\t		\n\t\t\t\t\t\t E-1 \n\t\t\t\t\t
\n\t\t\t\t\t\t F – Parent Transaction Support Agreement \n\t\t\t\t\t		\n\t\t\t\t\t\t F-1 \n\t\t\t\t\t
\n\t\t\t\t\t\t G – Form of Parent Shareholder Voting Agreement \n\t\t\t\t\t		\n\t\t\t\t\t\t G-1 \n\t\t\t\t\t
\n\t\t\t\t\t\t H – Securities Purchase Agreement \n\t\t\t\t\t		\n\t\t\t\t\t\t H-1 \n\t\t\t\t\t
\n\t\t\t\t\t\t I – Form of Warrant \n\t\t\t\t\t		\n\t\t\t\t\t\t I-1 \n\t\t\t\t\t

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “SEC”) by US Elemental, constitutes a prospectus of US Elemental under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to (1) the shares of US Elemental Common Stock to be issued to the CSTA Shareholders, (2) the US Elemental Warrants to be issued by US Elemental to holders of CSTA Warrants and (3) the shares of US Elemental Common Stock underlying the US Elemental Warrants, in each case, if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the extraordinary general meeting of CSTA Shareholders at which CSTA Shareholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

You should rely only on the information contained or incorporated by reference into this proxy statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/prospectus to CSTA Shareholders nor the issuance by US Elemental of shares of US Elemental Common Stock in connection with the Business Combination will create any implication to the contrary.

This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal to be presented at the extraordinary general meeting, please contact CSTA’s proxy solicitor listed below. You will not be charged for any of these documents that you request.

If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card, you should contact the CSTA’s proxy solicitation agent at:

Sodali & Co
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: [CSTA].info@investor.sodali.com

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting to be held on , 2026, you must request the information by , 2026.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 239 of this proxy statement/prospectus.

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TRADEMARKS

CSTA and HiTech own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/prospectus. This proxy statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/prospectus are listed without the applicable ®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

MARKET AND INDUSTRY DATA

This proxy statement/prospectus includes industry data and forecasts that CSTA and HiTech obtained or derived from internal company analyses, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses, information, assumptions or judgments, as well as the independent sources referred to above. Statements as to industry position are based on market data currently available. Any estimates underlying such market-derived information and other factors could cause actual results to differ from those expressed in the independent parties’ estimates and in our estimates, and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/prospectus.

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Glossary of Mining and other Technical Terms

“Cut-off Grade” means a term used in S-K 1300 to describe the grade that determines the destination of the material during mining. For purposes of establishing “prospects of economic extraction,” the cut-off grade is the grade that distinguishes material deemed to have no economic value (it will not be mined in underground mining or if mined in surface mining, its destination will be the waste dump) from material deemed to have economic value (its ultimate destination during mining will be a processing facility).

“Deposit” means an accumulation of minerals.

“Development Stage” means a term used in S-K 1300 to describe a property that has mineral reserves disclosed but no material extraction.

“Exploration Stage Property” means a term used in S-K 1300 to describe a property that has no mineral reserves disclosed.

“Feasibility Study” means a term used in S-K 1300 to describe a comprehensive technical and economic study of the selected development option for a mineral project, which includes detailed assessments of all applicable modifying factors, as defined by S-K 1300, together with any other relevant operational factors, and detailed financial analysis that are necessary to demonstrate, at the time of reporting, that extraction is economically viable. The results of the study may serve as the basis for a final decision by a proponent or financial institution to proceed with, or finance, the development of the project.

“Indicated Mineral Resource” means a term used in S-K 1300 to describe that part of a mineral resource for which quantity and grade or quality are estimated on the basis of adequate geological evidence and sampling. The level of geological certainty associated with an indicated mineral resource is sufficient to allow a qualified person to apply modifying factors in sufficient detail to support mine planning and evaluation of the economic viability of the deposit. Because an indicated mineral resource has a lower level of confidence than the level of confidence of a measured mineral resource, an indicated mineral resource may only be converted to a probable mineral reserve.

“Inferred Mineral Resource” means a term used in S-K 1300 to describe that part of a mineral resource for which quantity and grade or quality are estimated on the basis of limited geological evidence and sampling. The level of geological uncertainty associated with an inferred mineral resource is too high to apply relevant technical and economic factors likely to influence the prospects of economic extraction in a manner useful for evaluation of economic viability. Because an inferred mineral resource has the lowest level of geological confidence of all mineral resources, which prevents the application of the modifying factors in a manner useful for evaluation of economic viability, an inferred mineral resource may not be considered when assessing the economic viability of a mining project, and may not be converted to a mineral reserve.

“Measured Mineral Resource” means a term used in S-K 1300 to describe that part of a mineral resource for which quantity and grade or quality are estimated on the basis of conclusive geological evidence and sampling. The level of geological certainty associated with a measured mineral resource is sufficient to allow a qualified person to apply modifying factors, as defined in S-K 1300, in sufficient detail to support detailed mine planning and final evaluation of the economic viability of the deposit. Because a measured mineral resource has a higher level of confidence than the level of confidence of either an indicated mineral resource or an inferred mineral resource, a measured mineral resource may be converted to a proven mineral reserve or to a probable mineral reserve.

“Mineralization” means the concentration of metals within a body of rock or the process by which such concentration occurs.

“Mineral Reserve” means a term used in S-K 1300 to describe an estimate of tonnage and grade or quality of indicated and measured mineral resources that, in the opinion of a qualified person, can be the basis of an economically viable project. More specifically, it is the economically mineable part of a measured or indicated mineral resource, which includes diluting materials and allowances for losses that may occur when the material is mined or extracted.

“Mineral Resource” means a term used in S-K 1300 to describe a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account

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relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

“Mining” means the extraction of valuable geological materials from the Earth.

“Pre-Feasibility Study” means a term used in S-K 1300 to describe a comprehensive study of a range of options for the technical and economic viability of a mineral project that has advanced to a stage where a qualified person has determined (in the case of underground mining) a preferred mining method, or (in the case of surface mining) a pit configuration, and in all cases has determined an effective method of mineral processing and an effective plan to sell the product.

“Qualified Person” or “QP” means a term used in S-K 1300 to describe an individual who (1) is a mineral industry professional with at least five years of relevant experience in the type of mineralization and type of deposit under consideration and in the specific type of activity that person is undertaking on behalf of us; and (2) is an eligible member or licensee in good standing of a recognized professional organization that meets certain criteria specified under S-K 1300.

“recovery” means that portion (usually expressed as a percentage) of the metal contained in mineralized material that is successfully extracted by processing.

“sampling” means selecting a fractional part of a mineral deposit for analysis.

“sediment” means solid fragmental material that originates from weathering of rocks and is transported or deposited by air, water, or ice, or that accumulates by other natural agents, such as chemical precipitation from solution or secretion by organisms, and that forms in layers on the earth’s surface at ordinary temperatures in a loose, unconsolidated form.

“S-K 1300” means subpart 1300 of Regulation S-K, promulgated by the U.S. Securities and Exchange Commission, which sets forth the rules and regulations for disclosure by registrants engaged in the mining industry.

“Technical Report Summary” means the technical report summary for the McDermitt Lithium Project, in accordance with S-K 1300, filed as Exhibit 96.1 to this registration statement, of which this prospectus forms a part.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “CSTA” refer to Constellation Acquisition Corp I, the term “Jindalee” refers to Jindalee Lithium Limited, an Australian public company limited by shares, the term “HiTech” refers to HiTech Minerals Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Jindalee, the term “US Elemental” refers to US Elemental Inc., a Delaware corporation.

In this document:

“2022 Notes” means the unsecured promissory notes issued by CSTA to certain executive officers and affiliates.

“2023 Articles Amendment” means the amendment to the CSTA Organizational Documents, filed with the Registrar of Companies of the Cayman Islands on January 31, 2023, following approval by the CSTA Shareholders at the 2023 Shareholder Meeting, which extended the date by which CSTA was required to consummate a Business Combination from January 29, 2023 to April 29, 2023 (the “2023 Termination Date”) and permitted CSTA, without another shareholder vote, to elect to extend such date on a monthly basis for up to nine additional one-month periods, by resolution of the CSTA Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months after the 2023 Termination Date.

“2023 Articles Extension Date” means April 29, 2023, being the initial extended date to which the Termination Date was extended pursuant to the 2023 Extension Amendment Proposal approved at the 2023 Shareholder Meeting.

“2023 Extension Amendment Proposal” means the proposal, approved by the CSTA Shareholders at the 2023 Shareholder Meeting, to amend the CSTA Organizational Documents to extend the date by which CSTA was required to consummate a Business Combination from January 29, 2023 to April 29, 2023 and to allow CSTA, without another shareholder vote, to elect to extend such date on a monthly basis for up to nine times by an additional one month each time, by resolution of the CSTA Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months.

“2023 Note” means the unsecured promissory note issued by CSTA to the Sponsor.

“2023 Shareholder Meeting” means the extraordinary general meeting of CSTA Shareholders held on January 27, 2023.

“2023 Termination Date” means January 29, 2023, being the date by which CSTA was originally required to consummate a Business Combination prior to the approval of the 2023 Extension Amendment Proposal at the 2023 Shareholder Meeting.

“2024 Articles Amendment” means the amendment to the CSTA Organizational Documents, filed with the Registrar of Companies of the Cayman Islands on January 30, 2024, following approval by the CSTA Shareholders at the 2024 Shareholder Meeting.

“2024 Articles Extension Date” means February 29, 2024, being the initial extended date to which the Termination Date was extended pursuant to the 2024 Extension Amendment Proposal approved at the 2024 Shareholder Meeting.

“2024 Extension Amendment Proposal” means the proposal at the 2024 Shareholder Meeting, to amend the CSTA Organizational Documents to extend the Termination Date from January 29, 2024 to February 29, 2024 and to allow CSTA, without another shareholder vote, to elect to extend such date on a monthly basis for up to eleven times by an additional one month each time, until January 29, 2025

“2024 Extensions” means, collectively, the First 2024 Extension, the Second 2024 Extension, the Third 2024 Extension, the Fourth 2024 Extension, the Fifth 2024 Extension, the Sixth 2024 Extension, the Seventh 2024 Extension, the Eighth 2024 Extension, the Ninth 2024 Extension, the Tenth 2024 Extension and the Eleventh 2024 Extension (each, a “2024 Extension”), being the monthly extensions of the Termination Date approved during 2024 pursuant to the 2024 Extension Amendment Proposal. The “First 2024 Extension” was approved by the CSTA Board on February 29, 2024, and the “Second 2024 Extension,” “Third 2024 Extension,” “Fourth 2024 Extension,” “Fifth 2024 Extension,” “Sixth 2024 Extension,” “Seventh 2024 Extension,” “Eighth 2024 Extension,” “Ninth 2024 Extension,” “Tenth 2024 Extension”

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and “Eleventh 2024 Extension” were approved by the extension committee of the CSTA Board on March 28, 2024, April 29, 2024, May 29, 2024, June 28, 2024, July 23, 2024, August 23, 2024, September 26, 2024, October 29, 2024, November 27, 2024 and December 20, 2024, respectively, resulting in a final Termination Date of January 29, 2025.

“2024 Note” means the unsecured promissory note issued by CSTA to the Sponsor.

“2024 Original Termination Date” means January 29, 2024, being the Termination Date in effect immediately prior to the approval of the 2024 Extension Amendment Proposal at the 2024 Shareholder Meeting.

“2024 Redemption Limitation Amendment” means the proposal, approved by the CSTA Shareholders at the 2024 Shareholder Meeting, to amend, by way of special resolution, the CSTA Organizational Documents to eliminate Redemption Limitation in order to allow CSTA to redeem CSTA Public Shares irrespective of whether such redemption would exceed the Redemption Limitation

“2024 Shareholder Meeting” means the extraordinary general meeting of shareholders held by CSTA on January 30, 2024.

“2025 Articles Extension Date” means February 28, 2025, being the initial extended date to which the Termination Date was extended pursuant to the 2025 Extension Amendment Proposal approved at the 2025 Shareholder Meeting.

“2025 Extension Amendment Proposal” means the proposal, approved by the CSTA Shareholders at the 2025 Shareholder Meeting, to amend, by way of special resolution, the CSTA Organizational Documents to extend the 2025 Termination Date from January 29, 2025 to February 28, 2025 (the 2025 Articles Extension Date) and to allow CSTA, without another shareholder vote, to elect to extend such date on a monthly basis for up to eleven times by an additional one month each time after the 2025 Articles Extension Date, by resolution of the CSTA Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2026, or a total of up to twelve months after the 2025 Termination Date, unless the closing of a Business Combination shall have occurred prior thereto.

“2025 Shareholder Meeting” means the extraordinary general meeting of shareholders held by CSTA on January 27, 2025.

“2025 Termination Date” means January 29, 2025, being the date by which CSTA was required to consummate a Business Combination prior to the approval of the 2025 Extension Amendment Proposal at the 2025 Shareholder Meeting.

“2026 Shareholder Meeting” means the extraordinary general meeting of shareholders held by CSTA on January 27, 2026.

“Accreted Dividend” means any cumulative dividend accrued on the Accrued Value of a share of HiTech Series A Preferred Stock at the Annual Rate and paid in kind by increasing the Accrued Value of such share.

“Accrued Value” means, as of any date, with respect to each share of HiTech Series A Preferred Stock as of the determination date, the sum, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to the HiTech Series A Preferred Stock, of (i) $1,000 per share of HiTech Series A Preferred Stock, plus (ii) the aggregate amount of any accrued Accreted Dividends on such share of HiTech Series A Preferred Stock as of such date, determined in accordance with Section 3(a) of the Securities Purchase Agreement, plus (iii) on each March 1, June 1, September 1 and December 1 of each year and on a cumulative basis, an additional amount equal to the dollar value of all Cash Dividends that have accrued on such share pursuant to Section 3(b) of the Securities Purchase Agreement, but only to the extent such Cash Dividends have not been paid, whether or not declared, but that have not, as of such date, been added to the Accrued Value.

“Acquisition Closing” means the closing of the Transactions contemplated by the Business Combination Agreement with respect to the Acquisition Merger, which will take place remotely by conference call and exchange of documents and signatures immediately following the Initial Merger Effective Time and the consummation of the Merger Sub 2 Transfer at Closing.

“Acquisition Effective Time” means the time when the Articles of Acquisition Merger are filed with the Nevada Secretary of State, or at such later time permitted by the NRS as may be agreed by US Elemental, Merger Sub 2 and the Company in writing and specified in the articles of merger.

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“Acquisition Merger” means the merger of Merger Sub 2 with and into HiTech, with HiTech surviving the merger and becoming a wholly owned subsidiary of US Elemental.

“Adjournment Proposal” means the proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the extraordinary general meeting.

“Alternative Acquisition Agreement” means any agreement, arrangement, or understanding (including any letter of intent, memorandum of understanding, merger agreement, acquisition agreement, or other Contract) regarding a Company Acquisition Proposal, other than an Acceptable Confidentiality Agreement.

“Annual Rate” means with respect to an Accreted Dividend, 12.0% of the Accrued Value and with respect to a Cash Dividend, 10% of the Accrued Value. Upon the occurrence and during the continuation of any Event of Default, the Annual Rate shall automatically increase to 15.0% until such Event of Default is cured or waived by the holder, as applicable.

“Antarctica Capital” means Antarctica Capital Partners, LLC, a Delaware limited liability company.

“Antarctica Holder” means Endurance Antarctica Partners II, LLC, the registered holder of US Elemental Series A Preferred Stock and the initial purchaser of the HiTech Series A Preferred Stock as set forth in the Securities Purchase Agreement and any of its affiliates or any investment fund, vehicle or other entity controlled by Antarctica Capital or its affiliates, including any such fund, vehicle or entity for which it or its affiliates serve as general partner, manager or equivalent controlling person.

“Articles Extension Date” means February 28, 2026, being the initial extended date to which the Termination Date was extended pursuant to the Extension Amendment Proposal approved at the 2026 Shareholder Meeting

“Assumed Warrant Agreement” means the Warrant Assignment, Assumption and Amendment Agreement, to be entered into in connection with the Closing, by and among US Elemental, CSTA and Continental Stock Transfer & Trust Company, as warrant agent, which will amend the Original Warrant Agreement and pursuant to which CSTA will assign to US Elemental all of CSTA’s right, title and interest in and to the Original Warrant Agreement and US Elemental will assume all of CSTA’s liabilities and obligations thereunder, as amended.

“ASX” means the Australian Securities Exchange.

“ASX Listing Rules” means the set of requirements that entities listed on ASX agree to comply with.

“Australian Corporations Act” means the Corporations Act 2001 (Cth).

“Australian Standards” means the JORC Code and the reporting requirements of the ASX Listing Rules.

“BESS” means battery energy storage systems.

“BLM” means the U.S. Bureau of Land Management.

“Business Combination” means the transactions contemplated by the Business Combination Agreement whereby, among other things, CSTA will merge with and into Merger Sub 1, with Merger Sub 1 surviving the merger and remaining a wholly owned subsidiary of US Elemental, (ii) immediately following the Initial Merger, Merger Sub 1 will transfer its interests in Merger Sub 2 to US Elemental, as a result of which, Merger Sub 2 will become a direct wholly owned subsidiary of US Elemental and (iii) immediately after the Merger Sub 2 Transfer, Merger Sub 2 will merge with and into HiTech, with HiTech surviving the merger and becoming a wholly owned subsidiary of US Elemental.

“Business Combination Agreement” means the Business Combination Agreement, dated as of April 9, 2026, by and among, CSTA, US Elemental, Merger Sub 1, Merger Sub 2 and HiTech, as it may be amended, supplemented or otherwise modified from time to time.

“Business Combination Proposal” means the proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Business Combination Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A, which, among other things, provides for the

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Share Exchange and the Initial Merger, the Merger Sub 2 Transfer and the Acquisition Merger, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement/prospectus.

“Cash Dividend” means any dividend on a share of US Elemental Series A Preferred Stock that is paid in cash, if and when declared by the US Elemental Board, and that does not increase the Accrued Value of such share.

“Cayman Companies Act” the Companies Act (as revised) of the Cayman Islands.

“Change of Company Recommendation” means the HiTech Board, the Jindalee Board or any committee thereof (i) adopts, approves or recommends, or publicly proposes to adopt, approve or recommend, any HiTech Acquisition Proposal or any offer or proposal that would reasonably be expected to lead to a HiTech Acquisition Proposal, (ii) withdraws, changes or qualifies or publicly proposes to withhold withdraw, qualify or modify, in a manner adverse to CSTA, the HiTech Board Recommendation, (iii) approves, adopts or authorizes HiTech to enter into any merger agreement, letter of intent or other similar agreement relating to any HiTech Acquisition Proposal or that would reasonably be expected to lead to a HiTech Acquisition Proposal, (iv) fails to include the HiTech Board Recommendation in any the proxy or information statement or similar document delivered to Jindalee shareholders, (v) fails to publicly recommend against any tender offer or exchange offer for the equity securities of HiTech or any other public HiTech Acquisition Proposal within five (5) business days after the commencement of such offer, or (vi) formally resolves or agrees to do or publicly proposes to do any of the foregoing.

“Certificate of Designation” means the Certificate of Designation of Preferences Rights and Limitations of HiTech Series A Preferred Stock to be filed prior to the Closing by HiTech with the Secretary of State of Nevada, in the form of Exhibit 4.2 attached hereto.

“CFIUS” means Committee on Foreign Investment in the United States.

“Class B Holder” means each of Charles Stonehill, Vesna Nevistic and Hugo Banziger, in their capacity as holders of CSTA Class B Ordinary Shares.

“Class B Holder Support Agreement” means, collectively, those certain letter agreements, each entered into concurrently with the execution of the Business Combination Agreement, by and among CSTA, each Class B Holder and HiTech, pursuant to which, among other things, each Class B Holder agreed to (i) vote in favor of each of the Proposals, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) waive all anti-dilution protections with respect to the conversion of CSTA Class B Ordinary Shares into CSTA Class A Ordinary Shares, (iii) refrain from transferring or encumbering their CSTA Class B Ordinary Shares and (iv) a lock-up of such Class B Holder’s shares of US Elemental Common Stock during the respective periods and subject to the terms as set forth therein.

“Clayton North Project” means an early-stage lithium exploration property in Nevada.

“Clawback Policy” means the clawback policy adopted by the CSTA Board,

“Closing” means the closing of the Business Combination.

“Closing Date” means the date and time of the Closing.

“Code” means the U.S. Internal Revenue Code of 1986, as amended.

“Code of Ethics” means the code of ethics adopted by CSTA applicable to its directors, officers and employees, as defined in Item 406(b) of Regulation S-K.

“Company” or “HiTech” means, unless the context requires otherwise, HiTech Minerals Inc., a Nevada corporation and a direct, wholly-owned subsidiary of Jindalee prior to the consummation of the Business Combination.

“Company Acquisition Proposal” means any offer, inquiry, indication of interest or proposal from a Third Party (alone or as part of a group, as defined under Section 13 of the Exchange Act) concerning any transaction or series of related transactions pursuant to which such Third Party, directly or indirectly: (a) acquires more than twenty percent (20%) of the equity securities, assets, revenue or net income of the Company and its subsidiaries, taken as a whole (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or

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otherwise); (b) enters into an alternative transaction with the Company or Jindalee as a competing SPAC; (c) acquires control of, or more than twenty percent (20%) of the voting power or voting equity securities of, the Company, or fifty percent (50%) or more of the voting power or voting equity securities of Jindalee (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise); or (d) effects a merger, reorganization, share exchange, consolidation, business combination or recapitalization as a result of which Jindalee ceases to own at least eighty percent (80%) of the total voting equity and voting securities of the Company or the surviving entity (or any direct or indirect parent company thereof); other than, in each case, any such transaction(s) or investment(s) with CSTA and/or any of its affiliates or the PIPE Financing. For the avoidance of doubt, an equity or similar investment by Jindalee in the Company shall not constitute a “Company Acquisition Proposal.”

“Company Board Recommendation” means a statement to the effect that Jindalee has unanimously recommended that its shareholders vote in favor of the Transactions at Jindalee’s Shareholder Meeting called for the purpose of voting to approve the Acquisition Merger, and that each director of Jindalee Board intends to vote all Jindalee Shares held or controlled by them, or that they direct, in favor of the Acquisition Merger, which may be expressed to be in the absence of a Superior Proposal.

“Company Parent Acquisition Transaction” means a transaction in which a third party acquires control or otherwise acquires or purchases fifty percent (50%) or more of the voting power or voting equity securities of Jindalee (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise) that, if consummated in accordance with its terms, would result in such person or “group” of persons beneficially owning more than or acquiring voting power in excess of fifty percent (50%) of the voting power or voting equity securities of Jindalee(by vote or economic interests).

“Company Termination Amount” means CSTA’s reasonable and documented expenses incurred by CSTA in connection with the Transactions through the date the Business Combination Agreement is terminated that become payable by the Company, which shall not exceed $6,000,000.

“Company Transaction Expenses” means any out-of-pocket fees and expenses payable by the Company or any of its subsidiaries or affiliates (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions, including, without duplication, with respect to (a) all fees, costs, expenses, brokerage fees, commissions, finders’ fees and disbursements of financial advisors, investment banks, data room administrators, attorneys, accountants and other advisors and service providers, including consultants and public relations firms, (b) any and all filing fees payable by the Company or any of its subsidiaries or affiliates to the governmental authorities in connection with the Transactions, and (c) all retention, stay or transaction bonuses, severance, incentive or deferred compensation payments and other compensatory payments or obligations that are payable to any current or former employee, officer, director or individual service provider of the Company or any of its subsidiaries as a result of or in connection with the execution of this Agreement or the consummation of the Transactions (including, without duplication, the employer portion of any payroll, fees, expenses, social security, unemployment or similar taxes with respect to such payments and calculated as if all such amounts were paid on the date of the Acquisition Closing).

“Conversion Price” means $1,000, subject to adjustments, as defined in the Certificate of Designation.

“CRADA” means the Cooperative Research and Development Agreement HiTech is a party to with the DOE.

“CSTA” means Constellation Acquisition Corp I, a Cayman Islands exempted company.

“CSTA Board” means the board of directors of CSTA.

“CSTA Class A Ordinary Shares” means Class A ordinary shares of CSTA, par value $0.0001 per share, as further described in the CSTA Organizational Documents.

“CSTA Class B Ordinary Shares” means Class B ordinary shares of CSTA, par value $0.0001 per share, as further described in the CSTA Organizational Documents.

“CSTA Initial Shareholders” means collectively, the Sponsor, the holders of CSTA Ordinary Shares issued prior to its IPO, their permitted transferees, and CSTA’s current and former officers and directors.

“CSTA IPO” or “IPO” means CSTA’s initial public offering.

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“CSTA Ordinary Shares” means the CSTA Class A Ordinary Shares and the CSTA Class B Ordinary Shares.

“CSTA Organizational Documents” means the amended and restated memorandum and articles of association of CSTA, as amended from time to time.

“CSTA Private Placement” means the private placement consummated simultaneously with the CSTA IPO in which CSTA issued CSTA Private Placement Warrants to certain affiliates of GmbH & Co. KG, a German limited partnership. In the CSTA Private Placement, 5,466,667 private placement warrants were issued at a purchase price of $1.50 per CSTA Private Placement Warrant.

“CSTA Private Placement Warrants” means the CSTA Warrants issued in the CSTA Private Placement.

“CSTA Public Shares” means CSTA Class A Ordinary Shares held by CSTA Public Shareholders.

“CSTA Public Shareholders” means the holders of CSTA Public Shares.

“CSTA Public Warrants” means the CSTA Warrants included in the CSTA Units sold in the IPO.

“CSTA Securities” means the CSTA Ordinary Shares and CSTA Warrants.

“CSTA Shareholders” means any holder of CSTA Ordinary Shares.

“CSTA Transaction Expenses” means any of the following out-of-pocket fees and expenses payable by CSTA or, solely to the extent payable by CSTA or would result in a payment under Section 2.3(c) of the Business Combination Agreement to the Sponsor (whether or not billed or accrued for): (a) in each case as a result of or in connection with the negotiation, documentation and consummation of the Transactions: (i) fees, costs, expenses of obtaining a fairness opinion (for the benefit of the CSTA Board), (ii) attorney’s fees (other than to the extent reimbursable by the Company pursuant to the Sponsor Financing), accountants fees and other advisors and service provider fees, (iii) premium, costs and expenses relating to “tail” coverage under CSTA’s directors’ and officers’ liability insurance policies, (iv) deferred underwriting fees with respect to the CSTA IPO and (v) all retention, stay or transaction bonuses, severance, incentive or deferred compensation payments and other compensatory payments or obligations, if any, that were implemented by CSTA and are payable in cash by CSTA to any current or former employee, officer, director or individual service provider of CSTA as a result of or in connection with the execution of the Business Combination Agreement or the consummation of the Transactions (including, without duplication, the employer portion of any payroll, fees, expenses, social security, unemployment or similar taxes with respect to such payments and calculated as if all such amounts were paid at the Acquisition Closing) and (b) out-of-pocket attorney’s fees and expenses payable by CSTA or the Sponsor (to the extent submitted for payment or for which CSTA has any obligation to reimburse the Sponsor), whether or not related to the Transaction.

“CSTA Transfer Agent” means Continental Stock Transfer & Trust Company.

“CSTA Units” means units issued by CSTA in the CSTA IPO or the exercise of the underwriters’ overallotment option each consisting of one CSTA Class A Ordinary Share and one-third of a CSTA Warrant.

“CSTA Warrants” means all outstanding and unexercised warrants issued by CSTA to acquire CSTA Class A Ordinary Shares at an exercise price of $11.50 per share.

“Deemed Liquidation Event” means, after the Closing Date: (i) a merger or consolidation in which (a) US Elemental is a constituent party or (b) a subsidiary of US Elemental is a constituent party and US Elemental issues shares of its capital stock pursuant to such merger or consolidation; provided, that, a Deemed Liquidation Event shall not include any such merger or consolidation involving the US Elemental or a subsidiary in which the shares of capital stock of the US Elemental outstanding immediately prior to such merger or consolidation continue to represent, or are converted into or exchanged for shares of capital stock that represent, immediately following such merger or consolidation, at least a majority, by voting power, of the capital stock of (1) the surviving or resulting corporation; or (2) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; or (ii) (a) the sale, in a single transaction or series of related transactions, by US Elemental or any subsidiary of US Elemental of all or substantially all the assets of US Elemental and its subsidiaries taken as a whole, or (b) the sale or disposition (whether by merger, consolidation or otherwise, and whether in a single

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transaction or a series of related transactions) of one (1) or more subsidiaries of US Elemental if substantially all of the assets of US Elemental and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where such sale is to a wholly owned subsidiary of the Corporation. For the avoidance of doubt, the Business Combination shall not be a Deemed Liquidation Event.

“Deferred Underwriting Fees” means the outstanding underwriting fees from the CSTA IPO.

“DGCL” means the Delaware General Corporation Law.

“DLLCA” means the Limited Liability Company Act of the State of Delaware

“DOE” means the U.S. Department of Energy.

“DOGAMI” means the Oregon Department of Geology and Mineral Industries.

“DTC” means The Depository Trust Company.

“DWAC System” means DTC’s Deposit/Withdrawal At Custodian System.

“EPO” means HiTech’s exploration plan of operations.

“Event of Default” means the occurrence (i) US Elemental fails to pay when due any cash dividend, redemption price, liquidation preference, Accrued Value or other amount owing with respect to US Elemental Series A Preferred Stock, and such failure continues for ten business days, or (ii) US Elemental breaches any material covenant or other provision of the Certificate of Designation, the Registration Rights Agreement or the Purchase Agreement, and such breach remains uncured for thirty days after written notice from any holder. Upon the occurrence and during the continuation of any Event of Default, the dividend rate on the US Elemental Series A Preferred Stock will automatically increase to 15.0% per annum until such Event of Default is cured or waived.

“EVs” means electric vehicles.

“Excess Shares” means respect to any CSTA Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), any shares in excess of an aggregate of 15% of the shares sold in the CSTA IPO with respect to which such shareholder seeks redemption rights in connection with a Business Combination, where shareholder approval of such Business Combination is sought and redemptions are not conducted pursuant to the tender offer rules.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Existing Jindalee Intercompany Amounts” means intercompany amounts or obligations funded by Jindalee, as a loan to the Company existing as of September 3, 2025.

“Extension Amendment Proposal” means the proposal, approved by the CSTA Shareholders at the 2026 Shareholder Meeting, to amend, by way of special resolution, the CSTA Organizational Documents to extend the date by which CSTA was required to consummate a Business Combination from January 29, 2026 to February 28, 2026 (the Articles Extension Date) and to allow CSTA, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the CSTA Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, for an aggregate extension period of up to twelve months after the Original Termination Date, ending no later than January 29, 2027, unless the closing of a Business Combination shall have occurred prior thereto.

“Extension Funds” means the funds drawn by CSTA pursuant to the 2024 Note and deposited into the Trust Account in the aggregate amount of $5,000 per month in connection with each monthly extension of the Termination Date, as approved by unanimous director or extension committee resolution.

“Extension Meeting” means to the extraordinary general meeting of shareholders held by CSTA on January 27, 2023.

“extraordinary general meeting” means the extraordinary general meeting of the CSTA Shareholders, to be virtually held at [•] a.m. Eastern Time, on , 2026.

“FATCA” means the Foreign Account Tax Compliance Act.

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“First Amendment” means the amendment to the 2024 Note, dated June 5, 2025, pursuant to which the total principal amount of the 2024 Note was increased by $590,000 from $1,660,000 to $2,250,000.

“Founder Share Amendment Proposal” means the proposal, approved by the CSTA Shareholders at the 2025 Shareholder Meeting, to amend, by way of special resolution, the CSTA Organizational Documents to permit the issuance of CSTA Class A Ordinary Shares to holders of CSTA Class B Ordinary Shares upon the exercise of the right of a holder of CSTA Class B Ordinary Shares to convert such holder’s CSTA Class B Ordinary Shares into CSTA Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder.

“Founder Shares” means an aggregate of 8,625,000 CSTA Class B Ordinary Shares issued prior to the CSTA IPO pursuant to a Securities Subscription Agreement dated as of November 22, 2020 with Sponsor GmbH & Co. KG, a German limited partnership, including any CSTA Class A Ordinary Shares issued upon conversion thereof.

“GAAP” means the U.S. Generally Accepted Accounting Principles.

“HiTech Acquisition Proposal” means any offer, inquiry, indication of interest or proposal from a third party concerning any transaction or series of related transactions under which the third party alone or in a group (as defined under Section 13 of the Exchange Act) directly or indirectly (a) acquires or purchases, directly or indirectly, more than twenty percent (20%) of the equity securities or assets, revenue or net income of HiTech and its subsidiaries, taken as whole (measured by the fair market value thereof as of the date of such purchase or acquisition) (whether by merger, consolidation, recapitalization, purchase or issuance of equity securities, purchase of assets, tender offer or otherwise), (b) is a competing SPAC that enters into an alternative transaction with the HiTech or Jindalee with respect to HiTech, (c) (i) acquires control or otherwise acquires or purchases in excess of twenty percent (20%) of the voting power or voting equity securities of HiTech (whether by merger, consolidation, racialization, purchase or issues of equity securities, purchase of assets, tender offer or otherwise) that, if consummated in accordance with its terms, would result in such person or “group” of persons beneficially owning more than or acquiring voting power in excess of twenty percent (20%) of the total outstanding equity securities of HiTech (by vote or economic interests), or (ii) acquires control or otherwise acquires or purchases fifty percent (50%) or more of the voting power (as defined in the Australian Corporations Act) or voting equity securities of Jindalee (whether by merger, consolidation, racialization, purchase or issues of equity securities, purchase of assets, tender offer or otherwise) that, if consummated in accordance with its terms, would result in such Person or “group” of persons beneficially owning more than or acquiring voting power in excess of fifty percent (50%) of the voting power (as defined in the Australian Corporations Act) or voting equity securities of Jindalee (by vote or economic interests) or (d) a merger, reorganization, share exchange, consolidation, business combination, recapitalization, in each case, as a result of which Jindalee ceases to own at least eighty percent (80%) of the total voting equity and voting securities of HiTech or the surviving entity (or any direct or indirect parent company thereof), other than, in the case of each of clauses (a), (b), (c) and (d), any such transaction(s) or investment(s) with CSTA and/or any of its affiliates or the PIPE Financing.

“HiTech Board” means the board of directors of HiTech.

“HiTech Board Recommendation” means a statement to the effect that Jindalee Board has unanimously recommended that its shareholders vote in favor of the Transactions at Jindalee’s meeting of its shareholders called for the purpose of voting to approve the Acquisition Merger, and that each Jindalee director intends to vote all Jindalee Shares held or controlled by them, or that they direct, in favor of the Acquisition Merger, which may be expressed to be in the absence of a Superior Proposal.

“HiTech Common Stock” means, the Common Stock, without par value, of HiTech.

“HiTech Preferred Shares” means Preferred Shares of HiTech issued to PIPE Investors in connection with a PIPE Financing and pursuant to one or more PIPE Financing Agreements.

“HiTech Series A Preferred Stock” means the 12.0% Series A Cumulative Convertible Preferred Stock of HiTech having the rights, preferences and privileges set forth in the Certificate of Designation.

“HiTech Shareholders” means the holders of holders of HiTech Common Stock and HiTech Preferred Shares.

“IBLA” means the U.S. Department of the Interior, Interior Board of Land Appeals.

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“Investment Agreement” means the investment agreement by and between CSTA, Old Sponsor, and Endurance Constellation, LLC, a Delaware limited liability company.

“Initial Closing” means the closing of the Transactions contemplated by this Agreement with respect to the Initial Merger.

“Initial Merger” means the merger of CSTA into Merger Sub 1, with Merger Sub 1 surviving the merger and remaining a wholly owned subsidiary of US Elemental.

“Initial Merger Effective Time” means the time when the Plan of Initial Merger is registered or filed, or at such later time permitted by the Cayman Companies Act and the DLLCA as may be agreed by Merger Sub 1 and CSTA in writing with the prior written consent of the Company and specified in the Plan of Initial Merger.

“Interim Period” means the period from the date of Business Combination Agreement through the earlier of the Acquisition Closing or valid termination of the Business Combination Agreement.

“Investment Company Act” means the means the U.S. Investment Company Act of 1940, as amended.

“IRS” means the U.S. Internal Revenue Service.

“Jindalee” means Jindalee Lithium Limited, an Australian public company limited by shares listed on the ASX under the ticker “JLL.”

“Jindalee Board” means the board of directors of Jindalee.

“Jindalee ESIP” means Jindalee’s Employee Securities Incentive Plan.

“Jindalee Shareholder Meeting” means the general meeting of Jindalee’s shareholders.

“Jindalee Shares” means the ordinary shares in the capital of Jindalee.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012.

“JORC Code” means the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves, December 2012.

“Letter Agreement” means the letter agreement, dated as of January 26, 2021, by and among CSTA and CSTA Initial Shareholders, as further amended on January 30, 2023.

“McDermitt Lithium Project” means a major U.S. sedimentary lithium deposit Oregon-Nevada border owned by HiTech.

“Merger Consideration” means the sum of all US Elemental Common Stock receivable by CSTA Shareholders and the sum of all US Elemental Common Stock receivable by Jindalee, each pursuant to the Business Combination Agreement.

“Merger Sub 1” means CAC Merger Sub I LLC, a Delaware limited liability company and a direct wholly owned subsidiary of US Elemental.

“Merger Sub 2” means USE Merger Sub 2 Inc., a Nevada corporation and a direct wholly owned subsidiary of CSTA.

“Merger Sub 2 Transfer” means the transfer of Merger Sub 1 interests in Merger Sub 2 to US Elemental, as a result of which, Merger Sub 2 will become a direct wholly owned subsidiary of US Elemental.

“Minimum Cash Condition” means the condition in the Business Combination Agreement requiring that CSTA have, upon the Closing, cash (including funds remaining in the Trust Account after completion and payment of the Redemption and the Initial Merger), before payment of transaction expenses, at least equal to $14,000,000.

“MRE” means Mineral Resource Estimate.

“NEPA” means the National Environmental Policy Act.

“NRS” means the Nevada Revised Statutes.

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“Old Sponsor” means Constellation Sponsor GmbH & Co. KG, a German limited partnership.

“Original Warrant Agreement” means the Warrant Agreement, dated as of November 3, 2021, between US Elemental, Continental Stock Transfer & Trust Company, as warrant agent for US Elemental Warrants, and CSTA.

“Other Transaction Expenses” means, any of the following out-of-pocket fees and expenses payable by CSTA or the Sponsor (whether or not billed or accrued for) as a result of or in connection with the negotiation, documentation and consummation of the Transactions: (i) financial advisory fees (other than to the extent incurred by CSTA in connection with the receipt of a fairness opinion), (ii) fees incurred in connection with the Private Placement, including arrangement or placement agent fees (iii) transfer agent and trustee fees, (iv) filing fees to the governmental authorities, (v) consent fees unrelated to CSTA Shareholders, (vi) printing and mailing fees, or (vii) any other fees, costs or expenses incurred as a result of or in connection with the Transactions, other than CSTA Transaction Expenses, including any fees relating to or resulting from the actions contemplated under Section 8.7 of the Business Combination Agreement but, for clarity in each case above, excluding CSTA’s or Sponsor’s attorney’s fees.

“Parent Guarantee” means the parent guarantee, dated as of April 9, 2026, between Jindalee and Antarctica Holder, pursuant to which Jindalee agreed to guarantee HiTech’s payment obligation in connection with the mandatory redemption of the HiTech Series A Preferred Stock and any Accrued Value if the Business Combination Agreement is terminated.

“Parent Shareholder Voting Agreement” means, collectively, those certain shareholder voting agreements, entered into concurrently with the execution of the Business Combination Agreement, by and between Jindalee and each Supportive Parent Shareholder, pursuant to which each Supportive Parent Shareholder agreed, among other things, to (i) appear at the Jindalee Shareholder Meeting for purposes of constituting a quorum, (ii) vote all Jindalee ordinary shares held or controlled by such Supportive Parent Shareholder in favor of the Business Combination and against any proposals that would materially impede the Business Combination or any third-party acquisition proposal, and (iii) not transfer any securities in Jindalee prior to the Acquisition Closing.

“Parent Transaction Support Agreement” means the transaction support agreement, dated as of April 9, 2026, entered into concurrently with the execution of the Business Combination Agreement, by and between CSTA and Jindalee,

“PFIC” means a passive foreign investment company.

“PIPE Financing” means the private placement of securities of US Elemental (or CSTA or the HiTech, to be converted into US Elemental at Closing) to PIPE Investors pursuant to the PIPE Financing Agreements in connection with the Transactions. As of the date hereof, no PIPE Financing or other transaction financing has been entered into or obtained. The parties intend to seek such financing prior to Closing to help satisfy the Minimum Cash Condition, but there can be no assurance that any such financing will be obtained.

“PIPE Financing Agreements” means the subscription agreements or other definitive agreements entered into by US Elemental, CSTA or HiTech with PIPE Investors in connection with the Private Placement, pursuant to which such PIPE Investors commit to purchase equity securities, debt securities or other equity-linked or convertible securities.

“PIPE Financing Amount” means the aggregate amount of $25,000,000 (inclusive of the $4.0 million of Sponsor Financing, which includes the $1.55 million funded by the sale of HiTech Series A Preferred Stock) to be invested by the PIPE Investors.

“PIPE Investors” means the investors participating in the PIPE Financing pursuant to the PIPE Financing Agreements, who commit to make investments in US Elemental (or CSTA or the HiTech, to be converted into US Elemental at Closing) through the purchase of equity securities, debt securities or other equity-linked or convertible securities in connection with the PIPE Financing.

“Plan of Initial Merger” means the plan filed with the Registrar of Companies of the Cayman Islands and the Delaware Secretary of State as provided in Section 233 of the Cayman Companie Act to make the Initial Merger effective.

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“Private Placement Warrant” means each warrant to purchase one CSTA Class A Ordinary Share issued to Sponsor under the Private Placement Warrant Purchase Agreement, dated as of January 26, 2021, between CSTA and the Sponsor.

“Proposals” mean the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal.

“Proposed Bylaws” means the operating agreement of US Elemental, a copy of which is attached to this proxy statement/prospectus as Annex D.

“Proposed Charter” means the certificate of incorporation of US Elemental, a copy of which is attached to this proxy statement/prospectus as Annex C.

“QEF” means a qualified electing fund.

“Record Date” means , 2026.

“redemption” or “Redemption” means the right of the holders of CSTA Ordinary Shares to have their shares redeemed in accordance with the procedures set forth in this proxy statement/prospectus.

“Redemption Deadline” means , Eastern Time, on , 2026.

“Redemption Limitation” means the limitation on CSTA that it may not redeem CSTA Class A Ordinary Shares, to the extent that such redemption would result in it having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001.

“Registrable Securities” means the shares of US Elemental Common Stock issuable upon conversion of the HiTech Series A Preferred Stock and exercise of the US Elemental Series A Preferred Investor Warrants under a Registration Rights Agreement to be entered into at the Closing.

“Registration Rights Agreement” means the registration rights agreement, to be entered into in connection with the consummation of the Business Combination, among US Elemental, the Sponsor, Jindalee and the other parties thereto.

“Related Agreements” means, collectively, the additional agreements entered into or to be entered into pursuant to the Business Combination Agreement, including the Sponsor Support Agreement, the Parent Transaction Support Agreement, the Parent Shareholder Voting Agreement, the Class B Holder Support Agreement, the Securities Purchase Agreement, the Registration Rights Agreement and the Assumed Warrant Agreement.

“Required Parent Shareholder Approval” means the approval from the requisite majority of the votes cast by the holders of the outstanding Jindalee ordinary shares at a general meeting approving the Transactions for the purposes of the Australian Corporations Act and the ASX Listing Rules (including for the purposes of ASX Listing Rules 11.4) and pursuant to the terms and subject to the conditions of the memorandum and articles of association of Jindalee.

“Retained Sponsor Equity Securities” means the continuing equity securities held by the Sponsor, which equal 7,633,750 CSTA Ordinary Shares minus 1,908,438 CSTA Ordinary Shares, that will be reduced by 500,000 CSTA Ordinary Shares for every full increment of $2,500,000 by which the aggregate PIPE Financing Amount falls below $25,000,000, with a floor of 4,500,000 CSTA Ordinary Shares.

“S-K 1300 Standard” means the requirements of Subpart 1300 of Regulation S-K promulgated by the SEC.

“Sarbanes-Oxley Act” means the Sarbanes-Oxley Act of 2002, as amended.

“SEC” means the U.S. Securities and Exchange Commission.

“Second Amendment” means the amendment to the 2024 Note, dated March 18, 2026, pursuant to which the total principal amount of the 2024 Note was increased by $3,000,000 from $2,250,000 to $5,250,000.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Securities Purchase Agreement” means the securities purchase agreement, dated as of April 9, 2026, by and between Jindalee, HiTech and Antarctica Holder.

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“Share Exchange” means the exchange of CSTA Class A Ordinary Share for one newly issued share of US Elemental Common Stock.

“Shareholder Support Agreement” means the shareholder support agreement by and between Jindalee and CSTA.

“SPACs” means special purpose acquisition companies.

“Sponsor” means Constellation Sponsor LP, a Delaware limited partnership.

“Sponsor Equity Securities” means the continuing equity securities held by the Sponsor.

“Sponsor Financing” means collective arrangement whereby an affiliate of the Sponsor (a) funded to the Company in the aggregate of $1.55 million in HiTech Series A Preferred Stock, which will be redeemable in cash if the Securities Purchase Agreement is terminated in accordance with its terms; and (b) entered into binding commitments to fund $2.5 million of the PIPE Financing.

“Sponsor Handover” means the series of transactions completed on or about January 26-30, 2023, in connection with the closing of the transactions contemplated by the Investment Agreement, pursuant to which (i) the limited partners of the Old Sponsor transferred all of their limited partnership interests to the Sponsor, (ii) the Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of the Old Sponsor and all securities held by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, and (iii) control of the Old Sponsor was transferred to affiliates of Antarctica Capital.

“Sponsor Loans” means loans by the Sponsor, its affiliates or any of CSTA’s officers or directors to CSTA.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated April 9, 2026, by and among CSTA, the Sponsor and HiTech.

“Superior Proposal” means a bona fide written HiTech Acquisition Proposal that did not result from a breach by HiTech of Section 6.3 of the Business Combination Agreement and was made by a person that is not an affiliate of HiTech, substituting in the definition thereof, “in excess of fifty percent (50%)” for each of “in excess of twenty percent (20%)” and “at least eighty percent (80%)”, and that the Jindalee Board determines in good faith, after consultation with its financial advisors and outside legal counsel, taking into account such factors as the Jindalee Board considers in good faith to be appropriate, (x) reasonably capable of being valued and consummated in accordance with its terms, taking into account all aspects of the HiTech Acquisition Proposal (including, among other things, the identity of the third party making such HiTech Acquisition Proposal, termination fees, expense reimbursement provisions, financing, market conditions, form of consideration, all financial, regulatory, legal and other aspects of such proposal and the conditionality, timing and certainty of consummation of such proposal), and (y) if completed substantially in accordance with its terms would likely be more favorable to the stockholders of Jindalee (in their capacity as such) taking into account all aspects (including those items set forth above) of the HiTech Acquisition Proposal and any modification to such Superior Proposal and any adjustments and/or proposed amendments to the Business Combination Agreement proposed by CSTA in response to such HiTech Acquisition Proposal or otherwise and any consequence of such modification.

“Supportive Parent Shareholder” means each of LG Dudfield Pension Fund, Lindsay Dudfield, and Jopan Management Pty Ltd, each who into separate shareholder voting agreements with Jindalee.

“Technical Report Summary” means the Technical Report Summary related to the McDermitt Lithium Project prepared for the Company by Fluor Enterprises, Inc. and H&S Consultants Pty. Limited, attached as Exhibit 96.1 to the registration statement of which this prospectus/proxy statement forms a part.

“Termination Date” means the date by which CSTA is required to consummate a business combination pursuant to the CSTA Organizational Documents.

“Transaction Documents” means collectively, the Business Combination Agreement, the PIPE Financing Agreements, the Sponsor Support Agreement, the Shareholder Support Agreement, the Parent Shareholder Voting Agreement, the Parent Transaction Support Agreement, the Class B Holder Support Agreement, the Registration

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Rights Agreement, the Assumed Warrant Assignment, the Initial Merger filing documents, the Merger Sub 2 Transfer agreement, the Acquisition Merger filing documents and any other agreements, documents or certificates entered into or delivered pursuant hereto or thereto, and the expression “Transaction Document” means any one of them.

“Transactions” means, collectively, the Initial Merger, the Acquisition Merger, the Merger Sub 2 Transfer and each of the other transactions contemplated by the Business Combination Agreement or any of the other

“Trust Account” means the trust account of CSTA, which holds the net proceeds of the CSTA IPO and the sale of the CSTA Private Placement Warrants, together with interest earned thereon, less amounts of interest income released for payment of CSTA’s income tax, if any.

“U.S. Mining Act” means the U.S. General Mining Act of 1872, as amended.

“US Elemental” means US Elemental Inc., a Delaware corporation.

“US Elemental 2026 Plan” means the US Elemental Inc. Equity Incentive Plan to be considered for adoption and approval by the US Elemental Board and US Elemental Stockholders.

“US Elemental Board” means US Elemental’s board of directors.

“US Elemental Common Stock” means common stock, par value $0.0001 per share, of US Elemental.

“US Elemental Loan Warrants” means US Elemental Warrants issued to Jindalee and the Sponsor in exchange for the Existing Jindalee Intercompany Amounts and the Sponsor Loans, respectively, and having substantially the same terms as the CSTA Private Placement Warrants.

“US Elemental Preferred Stock” means preferred stock, par value $0.0001 per share, of US Elemental.

“US Elemental Securities” means collectively the US Elemental Common Stock and US Elemental Warrants.

“US Elemental Series A Preferred Investor Warrant” means each warrant issued to Antarctica Holder or its permitted transferees by US Elemental at Closing to acquire one share of US Elemental Common Stock with an initial exercise price of $11.50 per share pursuant to the Securities Purchase Agreement.

“US Elemental Series A Preferred Stock” means the Series A Preferred Stock of US Elemental exchanged from HiTech Series A Preferred Stock at Closing having the rights, preferences and privileges set out in the Certificate of Designation.

“US Elemental Stockholders” means holders of US Elemental Common Stock.

“US Elemental Warrants” means warrants of US Elemental to acquire shares of US Elemental Common Stock.

“Warrant Agent” means Continental Stock Transfer & Trust Company.

“Working Capital Warrants” means US Elemental Warrants issuable upon conversion of loans made by the Sponsor, its affiliates or certain officers and directors to fund working capital deficiencies or transaction costs in connection with the Business Combination, at a conversion price of $1.50 per warrant at the option of the lender, and such warrants shall be identical to the CSTA Private Placement Warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains “forward-looking statements.” Forward-looking statements include, without limitation, statements regarding the financial position, financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations, including as they relate to the potential Business Combination. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “predict,” “intend,” “expect,” “will,” “can,” “might,” “may,” “should,” “expect,” “anticipate,” “believe,” “seek,” “target,” “strive,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. These forward-looking statements may include statements, among other things, relating to:

• the expected benefits of the Business Combination;

• the anticipated market size and the assumptions and estimates related to the Business Combination;

• the future financial, operational and business performance of US Elemental and its subsidiaries, including HiTech, following the Business Combination;

• the timing, cost, scope and results of exploration programs and development activities, including field programs and technical studies;

• the ability to secure and maintain access to mineral claims, permits and other key project inputs;

• the ability to raise capital and access financing, including to fund exploration, development and other operations;

• the commercial success of mineral properties under development by Hitech or US Elemental;

• general economic conditions and conditions affecting the industries in which the Company and US Elemental operate;

• the ability to retain and recruit key personnel;

• the ability to comply with applicable laws, regulations and permitting requirements;

• the ability to retain and recruit key personnel;

• expansion plans, development strategies and other growth opportunities; and

• other statements preceded by, followed by or that include the words “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and our management team’s expectations, forecasts and assumptions as of that date, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

In addition, you should not place undue reliance on forward-looking statements in deciding how to grant your proxy, instruct how your vote should be cast or vote your shares on the Proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by our forward-looking statements. Some factors that could cause actual results to differ include, among others:

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

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• the ability of the parties to complete the transactions contemplated by the Business Combination in a timely manner or at all;

• the risk that the Business Combination or other business combination may not be completed by CSTA’s business combination deadline and the potential failure to obtain an extension of the business combination deadline;

• the outcome of any legal proceedings or government or regulatory action or inquiry that may be instituted against CSTA, US Elemental, Jindalee or HiTech or others following the announcement of the Business Combination and any definitive agreements with respect thereto;

• the inability to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination by the shareholders of CSTA or Jindalee;

• the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement relating to the Business Combination;

• the ability to meet stock exchange listing standards following the consummation of the Business Combination;

• the effect of the announcement or pendency of the Business Combination on Jindalee and HiTech’s business relationships, operating results, current plans and operations of Jindalee, US Elemental and HiTech;

• the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of US Elemental to grow and manage growth profitably;

• the ability to raise additional capital and obtain financing to fund operations, exploration and development activities;

• the fact that HiTech has no history of commercial production and is dependent on continued funding to advance its projects;

• the possibility that CSTA, US Elemental, Jindalee and/or HiTech may be adversely affected by other economic, business, and/or competitive factors;

• estimates by CSTA, US Elemental, Jindalee or HiTech of expenses and profitability;

• expectations with respect to future operating and financial performance and growth, including the timing of the completion of the Business Combination;

• Jindalee, HiTech and US Elemental’s ability to execute on their respective business plans and strategy;

• the inability to obtain the listing of shares of US Elemental Common Stock and US Elemental Warrants on Nasdaq or another exchange upon the Closing or comply with its listing standards;

• the risk that the proposed Business Combination disrupts Jindalee’s or HiTech’s current plans and operations;

• factors relating to the business, operations and financial performance of US Elemental and HiTech, including;

• HiTech’s ability to develop the McDermitt Lithium Project into a mine and to develop mineral deposits from the mine on a commercial basis;

• HiTech’s ability to successfully implement its long-term business strategy; and

• HiTech’s ability to obtain governmental permits and approvals to conduct development and mining operations.

• other risks and uncertainties indicated in this proxy statement/prospectus, including those indicated under the section entitled “Risk Factors.”

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RISK FACTOR SUMMARY

HiTech’s business and its ability to execute its strategy, the proposed Business Combination, and any investment in the securities of US Elemental after the Business Combination are subject to risks and uncertainties, many of which are beyond US Elemental’s and HiTech’s control. You should carefully consider and evaluate all of the risks and uncertainties with respect to any investment in the securities of the US Elemental, including, but not limited to, the following and those discussed under “Risk Factors.” References below to the “Company” shall be deemed to refer to HiTech prior to the Business Combination and US Elemental after the Closing of the Business Combination, as the context requires or as appropriate.

Risks Relating to the Company

Risks Relating to our Business and our Industry

• The Company will require significant additional capital to fund the Feasibility Study and the development of the McDermitt Lithium Project, and no assurance can be given that such capital will be available on acceptable terms or at all.

• Changes in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.

• Changes in customer requirements or downstream processing technologies could render our planned processing design less competitive or obsolete.

• The Company is a development stage company with no operating history at the McDermitt Lithium Project, and its future operating performance is uncertain.

• Processing technologies for clay-hosted lithium deposits may not perform as expected at commercial scale.

• The Company’s ability to replenish Mineral Resources and Ore Reserves is uncertain and subject to risks inherent in exploration and project evaluation.

• The Company’s exploration may not lead to resource or reserve declarations that are economical to mine.

• The Company is subject to risks related to the development of new mining projects that may adversely affect its profitability.

• The Company relies on third party contractors and consultants, and their performance may affect its project outcomes.

• The Company’s operations are vulnerable to infrastructure constraints, including power and water supply.

• The Company may face challenges securing long term access to water rights necessary for project development and operations.

• The Company’s project economics are sensitive to assumptions regarding waste management, tailings storage, and environmental mitigation.

• Mining operations and projects are vulnerable to supply chain disruptions.

• The Company may experience delays or increased costs due to force majeure events outside our control, including extreme weather conditions or climate related impacts, epidemics, and other catastrophes.

• Mining is inherently hazardous and disruptions may adversely impact the environment, workforce or community safety, production, and profitability

• The price of lithium is subject to volatility and may significantly affect the Company’s future activities and profitability.

• The Company has not yet contracted to sell its lithium product, and the lithium produced may not have an immediate buyer.

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• The mining industry is highly competitive and there is no guarantee we will always be able to compete effectively. The Company cannot guarantee that there will not be an increase in input costs affecting our results of operations and financial performance.

• The Company may incur indebtedness in the future and may be subject to financial covenants that could restrict its operational flexibility.

• The Company’s financial reporting and internal controls may require enhancement as it transitions to a public company environment.

• The Company depends on key personnel and may be unable to attract or retain the skilled workforce required to develop and operate the McDermitt Lithium Project.

• The Company’s business depends on maintaining positive relationships with local communities and stakeholders.

• The assets and operations of the Company are subject to political, economic, and other uncertainties as a result of being located in the United States.

• The Company’s business, financial condition, and results of operations may be adversely affected by outbreaks of infectious diseases, pandemics, public health threats.

• The impacts of climate change may adversely affect our operations and/or result in increased costs to comply with changes in regulations.

• The Company’s insurance coverage may not be sufficient in all possible contexts.

Risks Relating to Legal, Compliance and Regulations

• The Company’s right to mine at the McDermitt Lithium Project is derived from unpatented lode and placer mining claims, the loss of which would have a material adverse effect the Company’s financial condition.

• The Company may be unable to obtain, maintain or renew required regulatory approvals that are mandatory for the planned mining activities.

• The Company’s processing technology and development plans may be subject to intellectual property claims, which could delay or prevent commercialization of the McDermitt Lithium Project.

• The Company is subject to labor and employment laws and regulations, which could increase its costs and restrict its operations. Land reclamation, mine closure and rehabilitation may be burdensome and costly and such costs may exceed the Company’s estimates

• Lawsuits may be filed against the Company, and an adverse ruling could have a material adverse effect on its business and financial performance.

• The Company is subject to certain agreements with government entities that have provided it with certain incentives and favorable financing and contain conditions and obligations, that, if not complied with, could negatively impact its business or require it to repay that financing or lose access to those incentives.

• The Company’s parent, Jindalee, will remain listed on the Australian Securities Exchange, which could divert its management’s time and resources away from its development efforts at the McDermitt Lithium Project. The Company may face claims and liability for breaches, or alleged breaches, of Australian regulations and other applicable laws.

• Changes in federal or state laws, regulations, or policies applicable to mining, land use, and critical minerals could materially impact the development and operation of the McDermitt Lithium Project.

• The Company’s operations at the McDermitt Lithium Project are subject, or may become subject, to environmental, health and safety regulations, which could impose additional costs and compliance requirements, and it may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.

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• The Company’s operations may be affected by evolving climate related regulations and policies.

• The Company may be subject to delays or increased costs due to complex and evolving permitting requirements and challenges.

• Environmental or wildlife protection requirements, including those related to sensitive species and habitat, could materially restrict or prevent development of the McDermitt Lithium Project.

• Jindalee’s public filings were subject to Australian disclosure standards, which differ from SEC disclosure requirements.

• The Company’s failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations could negatively impact its reputation and results of operations.

• Several of the Company’s directors and officers are residents outside of the United States, and it may be difficult for shareholders to enforce within the United States any judgments obtained against such directors or officers.

• Changes in tax laws or the interpretation of existing tax laws could adversely affect our financial performance.

• The Company may be affected by changes in trade, export, or critical minerals policies that impact the lithium supply chain.

• The Company may be subject to increased scrutiny or obligations under Indigenous, cultural heritage, or community related laws.

Risks Relating to Technology

• A significant cybersecurity incident targeting our operational technology, information systems, or third party service providers could disrupt our business, delay the development of the McDermitt Lithium Project, or result in financial loss.

• Cybersecurity threats are evolving rapidly, and our existing measures may not be sufficient to prevent or detect all incidents.

• A cybersecurity breach could result in the loss, theft, infrastructure instability, or unauthorized disclosure of sensitive information, including proprietary data and personal information. The Company may face increased regulatory obligations and scrutiny relating to cybersecurity and data protection.

Risks Relating to the Company’s Projections

• The Company will complete a Feasibility Study for the McDermitt Lithium Project, and no assurance can be given that the Feasibility Study outcome will support a decision to proceed with development.

• The Company’s Mineral Resource and Mineral Reserve estimates may differ materially from actual mineral quantities it ultimately recovers, and changes in costs may render resources uneconomic.

Risks Relating to CSTA and the Business Combination

• If CSTA does not consummate a business combination by the Termination Date (or such earlier date as determined by the CSTA Board or later date as may be provided by amendment or extension in accordance with the CSTA Organizational Documents), CSTA will have to liquidate and redeem its shareholders, or seek approval of its shareholders to extend the termination date.

• CSTA will incur significant costs in connection with the Business Combination and if not consummated, CSTA may not have sufficient cash available to pay such costs.

• If the funds held outside of the Trust Account are insufficient to allow it to operate through the closing of the Business Combination (or the Termination Date or other extension of such date), CSTA’s ability to complete an initial business combination may be adversely affected.

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• The process of taking a company public by means of a business combination with a special purpose acquisition company is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors.

• Since the Initial Shareholders, including CSTA’s directors and officers, have interests that are different, or in addition to (and which may conflict with), the interests of CSTA Shareholders, a conflict of interest may have existed in determining whether the Business Combination with HiTech is appropriate as our initial business combination. Such interests include that the Sponsor, as well as our officers and directors, will lose their entire investment in CSTA if a business combination is not completed.

• The exercise of CSTA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interest of CSTA Shareholders.

• CSTA Shareholders will experience immediate dilution as a consequence of the issuance of US Elemental Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that CSTA Shareholders have on the management of US Elemental.

Risks Relating to Redemption

• CSTA Public Shareholders who redeem their CSTA Class A Ordinary Shares may continue to hold any CSTA Public Warrants they own, which will result in additional dilution to non-redeeming holders upon exercise of the CSTA Public Warrants.

• If CSTA Shareholders fail to comply with the redemption requirements specified in this proxy statement/prospectus, they will not be entitled to redeem their public shares for a pro rata portion of the Trust Account.

• The ability of CSTA Public Shareholders to exercise redemption rights with respect to a large number of CSTA Class A Ordinary Shares could increase the probability that the Business Combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

Risks Relating to Ownership of US Elemental Common Stock

• A market for the Company’s securities may not develop, or suffer as a result of limited industry reports by analysts.

• Shareholders’ ownership may be diluted by the issuance of additional shares.

• The Company does not expect to declare any dividends in the foreseeable future.

• There can be no assurance that shares of US Elemental Common Stock will be approved for listing on Nasdaq upon the Closing, or if approved, that US Elemental will be able to comply with the continued listing standards of Nasdaq.

• US Elemental will be a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements. As a result, US Elemental Stockholders will not have the same protections afforded to stockholders of companies that cannot rely on such exemptions and are subject to such requirements.

• Following the Business Combination, US Elemental’s business and stock price may suffer as a result of its lack of public company operating experience and if securities or industry analysts do not publish or cease publishing research or reports about US Elemental, its business, or its market, or if they change their recommendations regarding US Elemental Common Stock in an adverse manner, the price and trading volume of US Elemental Common Stock could decline.

• CSTA may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as CFIUS, or ultimately prohibited.

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QUESTIONS AND ANSWERS
FOR CSTA SHAREHOLDERS

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting of CSTA Shareholders. The following questions and answers do not include all the information that is important to CSTA Shareholders. We urge the CSTA Shareholders to read carefully this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

Q: Why am I receiving this proxy statement/prospectus?

A: CSTA Shareholders are being asked to consider and vote upon a proposal to approve the Business Combination contemplated by the Business Combination Agreement, among other proposals. Upon the completion of the transactions contemplated by the Business Combination Agreement, each of CSTA and the Company will become a direct, wholly-owned subsidiary of a newly formed company, US Elemental. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes and the other documents referred to herein carefully and in their entirety.

The provisions of the Proposed Charter and Proposed Bylaws after the closing of the Business Combination will differ in certain material respects from the CSTA Organizational Documents.

YOUR VOTE IS IMPORTANT. YOU ARE URGED TO SUBMIT YOUR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE SPECIAL MEETING.

Q: What proposals are CSTA Shareholders being asked to vote upon?

A: CSTA Shareholders are being asked to vote on the following proposals:

For more information, please see the sections entitled “The Business Combination Proposal”, “The Merger Proposal” and “The Adjournment Proposal,” and “— Why is CSTA proposing the Adjournment Proposal?”

CSTA will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. CSTA Shareholders should read it carefully.

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After careful consideration, the CSTA Board has unanimously determined that the Business Combination is fair, advisable, and in the best interests of CSTA and its shareholders, as a whole, unanimously approved the Business Combination Agreement and the transactions contemplated thereby and unanimously recommends that CSTA Shareholders vote “FOR” the Business Combination Proposal, “FOR” the Merger Proposal, and “FOR” the Adjournment Proposal, in each case, if presented to the CSTA shareholders at the extraordinary general meeting.

The Business Combination was not structured to require the approval of at least a majority of CSTA’s unaffiliated shareholders because such a vote is not required under Cayman Islands law. When you consider the recommendation of these proposals by the CSTA Board, you should keep in mind that CSTA’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “The Business Combination Proposal — Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination” in this proxy statement/prospectus for a further discussion of these considerations.

Q: What if I do not want to vote “FOR” the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal?

A: If you do not want the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal to be approved, you may “ABSTAIN,” not vote, or vote “AGAINST” such proposal.

If you attend the extraordinary general meeting in person or by proxy, you may vote “AGAINST” the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal, and your CSTA Ordinary Shares will be counted for the purposes of determining whether the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal (as the case may be) are approved.

However, if you fail to attend the extraordinary general meeting in person or by proxy, or if you do attend the extraordinary general meeting in person or by proxy but you “ABSTAIN” or otherwise fail to vote at the extraordinary general meeting, your CSTA Ordinary Shares will not be counted for the purposes of determining whether the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal (as the case may be) are approved, and your CSTA Ordinary Shares which are not voted at the extraordinary general meeting will have no effect on the outcome of such votes.

If the Business Combination Proposal is approved, then the Adjournment Proposal will not be presented for a vote.

Q: How are votes counted?

A: Votes will be counted by the inspector of election appointed for the extraordinary general meeting, who will separately count “FOR,” “AGAINST,” and “ABSTAIN” votes and broker non-votes. The approval of the Business Combination Proposal and the Adjournment Proposal require each an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding CSTA Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter. Approval of the Merger Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of CSTA Ordinary Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

Shareholders who attend the extraordinary general meeting, either in person or by proxy (or, if a corporation or other non-natural person, by sending their duly authorized representative or proxy), will be counted (and the number of CSTA Ordinary Shares held by such shareholders will be counted) for the purposes of determining whether a quorum is present at the extraordinary general meeting. The presence, in person or by proxy or by duly authorized representative, at the extraordinary general meeting of the holders of a majority of all issued and outstanding CSTA Ordinary Shares entitled to vote at the extraordinary general meeting shall constitute a quorum for the extraordinary general meeting.

At the extraordinary general meeting, only those votes which are actually cast, either “FOR” or “AGAINST,” the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal, will be counted for the purposes of determining whether the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal (as the case may be) are approved, and any CSTA Ordinary Shares which are not voted at the extraordinary general meeting will have no effect on the outcome of such votes.

Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the extraordinary general meeting and therefore will have no effect on the approval of each of the proposals as a matter of Cayman Islands law.

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Q: Are the proposals conditioned on one another?

A: No. The Business Combination Proposal and the Merger Proposal are conditions for the consummation of the Business Combination. Consummation of the Business Combination is not conditioned upon the approval of the Adjournment Proposal. It is important for you to note that in the event that the Business Combination Proposal or the Merger Proposal does not receive the requisite vote for approval, after taking into account any approved adjournment or postponement, if necessary, then we will not consummate the Business Combination.

Q: What will happen in the Business Combination and what will HiTech shareholders receive?

A: Pursuant to the terms of the Business Combination Agreement, among other things, (i) CSTA will merge with and into Merger Sub 1, with Merger Sub 1 surviving the merger and remaining a wholly owned subsidiary of US Elemental, (ii) immediately following the Initial Merger, Merger Sub 1 will transfer its interests in Merger Sub 2 to US Elemental, as a result of which, Merger Sub 2 will become a direct wholly owned subsidiary of US Elemental, and (iii) immediately after the Merger Sub 2 Transfer, Merger Sub 2 will merge with and into HiTech, with HiTech surviving the merger and becoming a wholly owned subsidiary of US Elemental.

At the effective time of the Initial Merger, among other things:

(i) each CSTA Unit (which was issued by CSTA in the CSTA IPO or the exercise or the underwriters’ overallotment option) issued and outstanding prior to the Initial Merger will be automatically detached and deemed to consist of (y) one CSTA Class A Ordinary Shares and (z) one-third of a CSTA Warrant;

(ii) (A) each issued and outstanding CSTA Class B Ordinary Shares will automatically convert into a CSTA Class A Ordinary Share, and (B) each CSTA Class A Ordinary Share (for clarity, including each converted CSTA Class B Ordinary Share) issued and outstanding will automatically be cancelled, cease to exist and exchanged for one newly issued share of US Elemental Common Stock; and

(iii) each CSTA Warrant will be automatically assumed by US Elemental and will be converted into a warrant to purchase one share of US Elemental Common Stock.

Thereafter, at the effective time of the Acquisition Merger, the shares of HiTech Common Stock will be cancelled and exchanged for shares of US Elemental Common Stock and the shares of HiTech Series A Preferred Stock will be cancelled and exchanged for shares of US Elemental Series A Preferred Stock. Under the terms of the Business Combination Agreement, the aggregate consideration in the Business Combination is derived from an equity value of $500 million. For an explanation and estimate of the consideration in the Business Combination, see the section entitled “The Business Combination Proposal — Business Combination Agreement — Merger Consideration.”

Q: What conditions must be satisfied to complete the Business Combination?

A: The consummation of the Business Combination is subject to various conditions, including the following mutual conditions of the parties unless waived: (i) approval of the shareholders of Jindalee, CSTA and the Company of the Business Combination and the other matters requiring shareholder approval; (ii) no law or order prohibiting or preventing the Business Combination or the transactions contemplated therein, other than any such restraint that is immaterial; (iii) approval of US Elemental’s initial listing application and of the shares of US Elemental Common Stock and US Elemental Series A Preferred Investor Warrants for listing on a U.S. securities exchange; and (iv) the registration statement of which this proxy statement/prospectus forms a part having become effective in accordance with the Securities Act, registering certain shares of US Elemental Common Stock to be issued in the Business Combination.

In addition, unless waived by the Company, the obligations of the Company to consummate the Business Combination are subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliverables:

• The representations and warranties of CSTA being true and correct as of the date of the Business Combination Agreement and as of the Initial Closing (subject to a qualifier as to material adverse effect, other than with respect to specified fundamental representations and warranties), except that a representation and warranty relating to absence of certain changes and events is required to be true and correct only as of the date of the Business Combination Agreement; and

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• CSTA, US Elemental, Merger Sub 1 and Merger Sub 2 having performed all agreements and covenants required by the Business Combination Agreement required to be performed by it at or prior to the Initial Closing, including delivery of all of the documentation listed in Section 2.4 of the Business Combination Agreement.

Unless waived by CSTA, the obligations of CSTA, US Elemental, Merger Sub 1 and Merger Sub 2 to consummate the Business Combination are subject to the satisfaction of the following closing conditions, in addition to customary certificates and other closing deliverables:

• The representations and warranties of the Company being true and correct as of the date of the Business Combination Agreement and as of the Initial Closing (subject to a qualifier as to material adverse effect, other than with respect to specified fundamental representations and warranties), except that a representation and warranty relating to an absence of a Company material adverse effect and absence of certain changes and events in each case is required to be true and correct only as of the date of the Business Combination Agreement;

• The Company has performed all agreements and covenants required by the Business Combination Agreement required to be performed by it at or prior to the Initial Closing, in each case in all material respects;

• No change, event, state of facts, development or occurrence shall have occurred since the date of the Business Combination Agreement that individually or in the aggregate with all other changes, events, states of facts, developments or occurrences, has had or would reasonably be expected to have a Company material adverse effect that is continuing; and

• The satisfaction or waiver by the Company of the Minimum Cash Condition, which requires that, after the occurrence of the Initial Closing, the Company will have, upon the Acquisition Closing, cash and cash equivalents (including funds remaining in the Trust Account after completion and payment of the Redemption and the proceeds of any private placement financing), before payment of transaction expenses, at least equal to $14,000,000.

For more information on the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the Business Combination Agreement and the section titled “The Business Combination Proposal — Business Combination Agreement — Conditions to Consummation of the Merger” and “Summary of the Proxy Statement/Prospectus — The Proposals — The Business Combination Proposal.”

Q: Why is CSTA providing shareholders with the opportunity to vote on the Business Combination?

A: Under the CSTA Organizational Documents, CSTA must provide all CSTA Public Shareholders with the opportunity to have their CSTA Public Shares redeemed in connection with the consummation of CSTA’s initial business combination. For legal and other reasons, CSTA has elected to provide its shareholders with the opportunity to have their CSTA Public Shares redeemed in connection with a shareholder vote rather than a tender offer. Therefore, CSTA is seeking to obtain the approval of its shareholders of the Business Combination Proposal in order to allow CSTA Public Shareholders to effectuate redemptions of their CSTA Public Shares in connection with the closing of the Business Combination.

Q: How many votes do I have at the extraordinary general meeting?

A: CSTA Shareholders are entitled to one vote at the extraordinary general meeting for each CSTA Ordinary Share held of record as of , 2026, the record date (the “Record Date”) for the extraordinary general meeting. As of the Record Date there were issued and outstanding [•] CSTA Class A Ordinary Shares and [•] CSTA Class B Ordinary Shares. [•] of the CSTA Class B Ordinary Shares and [•] of the CSTA Class A Ordinary Shares as of the Record Date were held by the Sponsor and will be voted by the Sponsor, or its permitted transferees, at the extraordinary general meeting in favor of the Business Combination.

Q: What vote is required to approve the proposals presented at the extraordinary general meeting?

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extraordinary general meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. The Sponsor, who owns approximately 97.9% of the issued and outstanding CSTA Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, no additional CSTA Ordinary Shares held by CSTA Public Shareholders would be required to be present at the extraordinary general meeting to achieve a quorum. Because all of the Proposals to be voted on at the extraordinary general meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any Proposals unless instructed, so CSTA does not expect there to be any broker non-votes at the extraordinary general meeting.

The following votes are required to approve each Proposal:

• The Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding CSTA Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

• The Merger Proposal: The approval of the Merger Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of CSTA Ordinary Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

• The Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding CSTA Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The CSTA Initial Shareholders, which includes our Sponsor and certain of our former and current directors and officers, currently own 7,750,000 CSTA Ordinary Shares, including 7,600,000 CSTA Class A Ordinary Shares and 150,000 CSTA Class B Ordinary Shares, which is equal in aggregate to approximately 99.4% of the issued and outstanding CSTA Ordinary Shares, and have agreed in connection with the CSTA IPO to vote all of their CSTA Class B Ordinary Shares and any other CSTA equity securities that they hold in favor of the Business Combination Proposal. There are currently outstanding 7,796,529 CSTA Ordinary Shares. As a result, assuming such presence and participation by the CSTA Initial Shareholders, including the Sponsor and certain of our former and current directors and officers, at the extraordinary general meeting, CSTA Public Shareholders (other than any such persons) would not be required to be present at the extraordinary general meeting in order to form a quorum, and the Business Combination Proposal and the other Proposals may be passed without any votes in favor by such CSTA Public Shareholders.

Q: Why is HiTech pursuing the Business Combination?

A: HiTech is pursuing the Business Combination because it is expected to provide a publicly traded U.S. platform and enhanced access to U.S. capital markets to support the continued advancement of the McDermitt Lithium Project. Following the Closing, US Elemental expects to seek to leverage its status as a U.S. listed public company to broaden access to potential sources of capital, including equity financings, debt financings, strategic partnerships and other financing arrangements. The Company believes this may improve its ability to fund future development activities, advance permitting and technical work and pursue opportunities associated with the McDermitt Lithium Project.

The McDermitt Lithium Project is currently an exploration-stage property and has not commenced commercial production. To date, HiTech has completed extensive drilling, metallurgical test work, environmental baseline studies and other technical programs and is currently focused on advancing the McDermitt Lithium Project toward a Feasibility Study. The Feasibility Study is intended to provide the level of technical and economic confidence generally required to support a final investment decision and future project development activities.

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HiTech expects that the additional access to capital and financing flexibility provided by becoming a publicly traded company would support feasibility-related workstreams, continued engineering and metallurgical studies, permitting activities, environmental and baseline programs and other development activities necessary to advance the McDermitt Lithium Project.

In addition to providing greater financing flexibility, the Business Combination is intended to position US Elemental as a publicly traded U.S. critical minerals company focused on advancing a domestic lithium development project. Management believes that this positioning may enhance the Company’s visibility with U.S. investors, strategic partners and other stakeholders that are focused on the development of domestic critical mineral supply chains. If successfully developed, the Company believes the McDermitt Lithium Project has the potential to become a significant domestic source of lithium for battery manufacturing and other industrial applications and to contribute to efforts to strengthen U.S. critical minerals supply chains. However, the McDermitt Lithium Project remains at the exploration stage, and there can be no assurance that the Company will obtain the financing, permits or other approvals necessary to develop the project, that the project will ultimately commence commercial production, or that future financing will be available on acceptable terms, or at all.

Q: Will HiTech and CSTA obtain new financing in connection with the Business Combination and are there any arrangements to help ensure that CSTA will have sufficient funds to consummate the Business Combination and that US Elemental will have sufficient funds to operate its business following the Closing?

CSTA and HiTech have agreed to use commercially reasonable efforts to obtain new financing in the form of PIPE Financing in connection with the Business Combination, the proceeds of which will be counted toward achieving the Minimum Cash Condition in the Business Combination Agreement. CSTA and HiTech will publicly disclose the execution of any PIPE Financing Agreements in a timely manner through a press release or a Current Report on Form 8-K.

The Business Combination Agreement requires satisfaction of the Minimum Cash Condition, which requires that the following, without duplication, equal or exceed $14,000,000: (a) cash funded pursuant to the PIPE Financing Agreements (including Sponsor Financing) prior to or concurrently with the Acquisition Closing, plus (b) amounts in the Trust Account immediately prior to the Acquisition Closing, minus the SPAC Shareholder Redemption Amount and amounts withheld for taxes (not less than zero), minus (c) SPAC Transaction Expenses. SPAC Transaction Expenses include deferred underwriting fees from CSTA’s IPO. Other SPAC Liabilities, Other Transaction Expenses, and Sponsor Loans exchanged for PubCo Loan Warrants do not count against this condition.

If the Minimum Cash Condition is not satisfied or waived by HiTech, HiTech will not be obligated to complete the Business Combination, and there can be no assurance the condition will be waived.

Because only approximately $660,761 was held in the Trust Account as of June 30, 2026, the Minimum Cash Condition cannot be satisfied from the Trust Account alone, and HiTech will not be required to consummate the Business Combination unless sufficient PIPE Financing (or other qualifying funding) is raised to satisfy this condition. See the risk factor entitled “The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed” for additional information.

Q: Why is CSTA proposing the Adjournment Proposal?

A: Holders of CSTA Ordinary Shares are being asked to consider and vote upon the Adjournment Proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient (A) to the extent necessary to ensure that any required supplement or amendment to the proxy statement/prospectus is provided to CSTA Shareholders, (B) in order to solicit additional proxies from CSTA Shareholders in favor of one or more of the proposals at the extraordinary general meeting, and (C) if CSTA Shareholders redeem an amount of the CSTA Public Shares such that (i) the Minimum Cash Condition would not be satisfied; or (ii) the US Elemental Common Stock would not be approved for listing on a U.S. stock exchange.

Each U.S. stock exchange requires issuers applying for initial listing on such exchange to comply with certain initial listing criteria. US Elemental intends to apply for listing on the Nasdaq Capital Market. In order to qualify for initial listing on the Nasdaq Capital Market, pursuant to Nasdaq Rule IM-5505, US Elemental expects to

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be required to have at least 1 million unrestricted publicly held shares, a market value of unrestricted publicly held shares of at least $5 million and 300 unrestricted round lot stockholders. Irrespective of redemption levels in connection with the Business Combination, CSTA and HiTech expect that US Elemental will comply with applicable initial listing rules of Nasdaq by issuing at Closing a sufficient number of shares of unrestricted US Elemental Common Stock to HiTech stockholders that will not be directors, officers and/or 10% or larger stockholders of US Elemental. See the sections entitled “The Adjournment Proposal” and “Risk Factors — There can be no assurance that shares of US Elemental Common Stock will be approved for listing on Nasdaq upon the Closing, or if approved, that US Elemental will be able to comply with the continued listing standards of Nasdaq” for additional information.

Q: Did the CSTA Board or Special Committee obtain a third-party opinion in determining whether or not to proceed with the Business Combination?

A: No. The CSTA Board did not deem it necessary to obtain a third-party opinion. For more information, see “The Business Combination Proposal — The Background of the Business Combination.”

Q: What happens if a substantial number of the CSTA Public Shareholders vote in favor of the Business Combination Proposal and exercise their redemption rights?

A: CSTA Public Shareholders are not required to vote in respect of the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of CSTA Public Shareholders are reduced as a result of redemptions by holders of CSTA Public Shares.

The Business Combination Agreement provides that the obligations of HiTech to consummate the Business Combination are conditioned on, among other things, the satisfaction of the Minimum Cash Condition. If such condition is not met, and such condition is not waived under the terms of the Business Combination Agreement, then the Business Combination Agreement could terminate and the proposed Business Combination may not be consummated. For a description of the financing arrangements entered into, or expected to be entered into, by CSTA and/or US Elemental in connection with the Business Combination, please see “The Business Combination Proposal — Related Agreements — Securities Purchase Agreement” and “The Business Combination Proposal — Related Agreements — Additional Financing Opportunities.” There can be no assurance that the Minimum Cash Condition will be waived.

Q: Do I have redemption rights and is there a limit on the number of shares I may redeem?

A: If you are a CSTA Public Shareholder, you have the right to request that we redeem your CSTA Public Shares for cash provided that you follow the procedures and deadlines described elsewhere in this proxy statement/prospectus. CSTA Public Shareholders may elect to redeem the CSTA Public Shares held by them regardless of if or how they vote in respect of the Business Combination Proposal. If you wish to exercise your redemption rights, please see the answer to the next question: “How do I exercise my redemption rights?”

Notwithstanding the foregoing, a CSTA Public Shareholder, together with any affiliate of such CSTA Public Shareholder or any other person with whom such CSTA Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its CSTA Class A Ordinary Shares with respect to more than an aggregate of 15% of the CSTA Class A Ordinary Shares sold in the IPO, without our prior consent. Accordingly, if a CSTA Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding CSTA Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The CSTA Initial Shareholders have agreed to waive their redemption rights with respect to all of their CSTA Ordinary Shares in connection with the consummation of the Business Combination. Such shares will be excluded from the pro rata calculation used to determine the per-share redemption price.

Q: May CSTA, the Sponsor or CSTA’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A: In connection with the shareholder vote to approve the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal, CSTA and its affiliates may purchase shares prior to the Closing from shareholders who would have otherwise elected to have their shares redeemed for a pro rata portion of the Trust Account upon

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consummation of the Business Combination. None of the Sponsor, the other CSTA Initial Shareholders nor any of their respective affiliates has purchased, or currently has an intention to purchase, CSTA Public Shares prior to the extraordinary general meeting. However, subject to Rule 14e-5 under the Exchange Act, at any time prior to the extraordinary general meeting, during a period when they are not then aware of any material nonpublic information regarding CSTA or its securities, the Sponsor, the other CSTA Initial Shareholders and/or their respective affiliates may purchase CSTA Public Shares prior to the extraordinary general meeting. The purpose of such transactions would, among others, be to (i) increase the likelihood that the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal are approved, and (ii) limit the number of CSTA Public Shares electing to redeem. If such purchases occur, the public “float” of US Elemental following the Business Combination may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of the US Elemental Common Stock on Nasdaq or another national securities exchange.

In the event that the Sponsor, the other CSTA Initial Shareholders and/or any of their respective affiliates, subject to Rule 14e-5 under the Exchange Act, purchase CSTA Public Shares in privately negotiated transactions from CSTA Public Shareholders who have already elected to exercise their redemption rights, such selling shareholder would be required to revoke their prior elections to redeem their CSTA Public Shares. Any CSTA Public Shares purchased by the Sponsor, the other CSTA Initial Shareholders or any of their respective affiliates would not be voted in favor of the Business Combination Proposal, and redemptions rights (if any) over such purchased securities would be waived by the aforementioned persons. Any such purchased securities would also have a purchase price no higher than the redemption price.

Any purchases by the Sponsor and CSTA’s officers and directors and/or their respective affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. The Sponsor and CSTA’s officers and directors and/or their respective affiliates will not make purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, directors, officers, advisors or their affiliates were to purchase CSTA Public Shares from CSTA Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

• this proxy statement/prospectus would disclose the possibility that our sponsor, directors, officers, advisors or any of their affiliates may purchase shares from CSTA Public Shareholders outside the redemption process, along with the purpose of such purchases;

• if our sponsor, directors, officers, advisors or any of their affiliates were to purchase shares from CSTA Public Shareholders, they would do so at a price no higher than the price offered through our redemption process;

• this proxy statement/prospectus would include a representation that any of our securities purchased by our sponsor, directors, officers, advisors or any of their affiliates would not be voted in favor of approving the Business Combination;

• our sponsor, directors, officers, advisors or any of their affiliates would not possess any redemption rights with respect to such securities or, if they do acquire and possess redemption rights, they would waive such rights; and

• we would disclose in a Form 8-K, before the extraordinary general meeting to approve the Business Combination, the following material items:

• the amount of CSTA Public Shares purchased outside of the redemption offer by our sponsor, directors, officers, advisors or any of their affiliates, along with the purchase price;

• the purpose of the purchases by our sponsor, directors, officers, advisors or any of their affiliates;

• the impact, if any, of the purchases by our sponsor, directors, officers, advisors or any of their affiliates on the likelihood that the Business Combination will be approved;

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• the identities of our shareholders who sold to our sponsor, directors, officers, advisors or any of their affiliates (if not purchased on the open market) or the nature of such shareholders (e.g., 5% security holders) who sold to our sponsor, directors, officers, advisors or any of their affiliates; and

• the number of CSTA Public Shares for which we have received redemption requests pursuant to our redemption offer.

Unlike the Sponsor’s and the other CSTA Initial Shareholders’ holdings currently, such newly purchased shares (if any) by those purchasers would not be subject to a lock-up period. However, these newly purchased shares may be subject to limitations on resale under Rule 144 of the Securities Act as “control securities.” When eligible to be sold, including once US Elemental fulfills the requirements for availability of Rule 144 after the closing of the Business Combination, such securities if not registered under such a registration statement may be limited by applicable requirements of Rule 144, including limitations in their manner of sale and to the volume of sales eligible under Rule 144.

Q: What constitutes a quorum at the extraordinary general meeting?

A: A quorum of the CSTA Shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual extraordinary general meeting), in person or by proxy, of shareholders holding a majority of the CSTA Ordinary Shares entitled to vote at the extraordinary general meeting constitutes a quorum at the extraordinary general meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. The Sponsor, who owns approximately 97.9% of the issued and outstanding CSTA Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, no additional CSTA Ordinary Shares held by CSTA Public Shareholders would be required to be present at the extraordinary general meeting to achieve a quorum.

Q: What equity stake will current shareholders of CSTA and Jindalee hold in US Elemental after the Closing?

A: CSTA Public Shareholders currently own approximately 0.6% of issued and outstanding CSTA Ordinary Shares, and CSTA Initial Shareholders currently own 7,600,000 CSTA Class A Ordinary Shares and 150,000 CSTA Class B Ordinary Shares equal to approximately 99.4% of issued and outstanding CSTA Ordinary Shares.

It is anticipated that, immediately after the Business Combination and if there are no redemptions, CSTA’s existing shareholders, including the Sponsor, will own approximately 10% of the outstanding US Elemental Common Stock (of which approximately 9.9% will be owned by the Sponsor and CSTA’s current and former directors and officers) and Jindalee will own approximately 85.4% of the outstanding US Elemental Common Stock.

For a description of US Elemental’s securities, see the section entitled “Description of Securities of US Elemental” which provides a description of US Elemental Common Stock and US Elemental Warrants.

If any of CSTA Public Shareholders exercise their redemption rights, the ownership interest in US Elemental of CSTA Public Shareholders will decrease and the ownership interest in US Elemental of Jindalee and the Sponsor will increase. If there are redemptions by CSTA Public Shareholders up to the maximum level presented for the Business Combination in this proxy statement/prospectus, immediately following completion of the Business Combination, CSTA’s existing shareholders, including the Sponsor, will own approximately 9.9% of the outstanding US Elemental Common Stock (with all of such shares owned by the Sponsor and CSTA’s current and former officers and directors) and Jindalee will own approximately 85.5% of the outstanding US Elemental Common Stock. If the actual facts are different than these assumptions (based on redemptions by CSTA Public Shareholders, changes in the terms of the Business Combination, adjustments to the Merger Consideration pursuant to the Business Combination Agreement or otherwise), the percentage ownership interests in US Elemental post-Business Combination may be different. See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

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The following table illustrates the post-Closing share ownership of US Elemental under the no redemption scenario, the 25% redemption scenario, the 50% redemption scenario, the 75% redemption scenario and the maximum redemption scenario:

\n\n\n\n\t\t\t\t\t

\n\t\t\t\t\t\t

No Redemption
Scenario(1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

25% Redemption
Scenario(2)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50% Redemption
Scenario(3)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

75% Redemption
Scenario(4)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Maximum
Redemption(5)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

CSTA Public Shareholders(6)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

46,529

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.1

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

34,897

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.1

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,264

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

11,632

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Sponsor and CSTA directors and officers(7)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Jindalee(8)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.4

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.4

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.5

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.5

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.5

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

PIPE Financing and other equity issuances(9)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,304,731

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,293,099

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,281,466

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,269,834

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,258,202

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

____________

* Percentages may not sum or recalculate exactly due to rounding.

(1) Presents CSTA’s current outstanding number of CSTA Public Shares as of the date of this proxy statement/prospectus, which are 46,529 CSTA Public Shares. This column assumes there are no redemptions by holders of CSTA Public Shares in connection with the extraordinary general meeting.

(2) Assumes that holders of 25% of the Public Shares, 11,632 shares, exercise redemption rights for an aggregate payment of approximately $0.2M (based on the estimated per-share redemption price of approximately $14.20 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026, which is a redemption scenario that could occur.

(3) Assumes that holders of 50% of the Public Shares, 23,264 shares, exercise redemption rights for an aggregate payment of approximately $0.3M (based on the estimated per-share redemption price of approximately $14.20 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026 which is a redemption scenario that could occur.

(4) Assumes that holders of 75% of the Public Shares, 34,897 shares, exercise redemption rights for an aggregate payment of approximately $0.5M (based on the estimated per-share redemption price of approximately $14.20 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026 which is a redemption scenario that could occur.

(5) Assumes that holders of 100% of the Public Shares, 46,529 shares, exercise redemption rights for an aggregate payment of approximately $0.7M (based on the estimated per-share redemption price of approximately $14.20 per share) from the Trust Account based on funds in the Trust Account as of June 30, 2026 which is a redemption scenario that could occur.

(6) Represents CSTA Public Shares remaining outstanding after giving effect to the redemptions assumed in each scenario.

(7) Shares held by the CSTA Initial Shareholders, which includes CSTA directors and officers, (i) 7,600,000 CSTA Class A Ordinary Shares and 150,000 CSTA Class B Ordinary Shares (ii) less up to 1,908,438 shares Sponsor will transfer or surrender for no consideration as of and effective at the Closing, as provided in the Sponsor Support Agreement.

(8) Represents (i) 50,000,000 shares US Elemental Common Stock issued to Jindalee as Merger Consideration, based on an implied equity value of approximately $500 million and (ii) 657,816 shares of US Elemental Common Stock expected to be issued to Jindalee in respect of the Continuing Parent Loan conversion at an assumed conversion price of $8.50 per share.

(9) PIPE Financing and other equity issuances consist of (i) 2,464,706 shares of US Elemental Common Stock expected to be issued to third-party PIPE Investors for aggregate gross proceeds of approximately $20.95 million, and (ii) 294,118 shares of US Elemental Common Stock expected to be issued to Antarctica Holder as Sponsor Financing for aggregate gross proceeds of approximately $2.50 million, in each case at an assumed subscription price of $8.50 per share. As of the date of this proxy statement/prospectus, no binding agreements with respect to such third-party PIPE Financing Agreements have been executed and there are no assurances that any such binding agreements will be executed prior to the closing of the Business Combination. Please see the section entitled “Risk Factors — CSTA may be unable to obtain additional financing to complete its initial business combination or to fund the operations and growth of a target business, which could compel CSTA to restructure or abandon a particular business combination.”

The ownership percentages set forth above and in the tables below include the shares issuable to the parties listed, but do not take into account (i) any shares reserved for issuance under the US Elemental 2026 Plan, (ii) any issuance of shares underlying the CSTA Warrants (described above), or (iii) any shares of US Elemental Preferred Stock and the issuance of any shares of US Elemental Common Stock or US Elemental Warrants to be issued in connection therewith. See “Unaudited Pro Forma Combined Financial Information” for further information regarding the various redemption scenarios and the assumptions used in each.

Share ownership and the related voting power presented under each redemptions scenario in the table above are only presented for illustrative purposes. CSTA cannot predict how many CSTA Public Shareholders will exercise their right to have their shares redeemed for cash. As a result, the redemption amount and the number of CSTA Public Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current CSTA Shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions.

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Q: How will US Elemental be managed following the Business Combination?

A: Upon consummation of the Business Combination, US Elemental will be governed by the Proposed Charter and the Proposed Bylaws, which will be substantially in the forms set forth in Annex C and Annex D to this proxy statement/prospectus, respectively. The US Elemental Board will be responsible for guiding US Elemental’s business and affairs and overseeing management. US Elemental’s management team is expected to be made up of existing employees and members of management of Jindalee, who will be responsible for the execution of the combined business’s strategy. Please see the section entitled “Management of US Elemental After the Business Combination” for more information.

Q: Will US Elemental be a “controlled company” under the rules of Nasdaq upon the Closing?

A: Yes. Upon the consummation of the Business Combination, in the no redemption scenario and maximum redemption scenarios, it is expected that Jindalee will own approximately 85% of the issued and outstanding shares of US Elemental Common Stock, respectively. Accordingly, US Elemental will be considered a “controlled company” under the rules of Nasdaq. For so long as US Elemental remains a controlled company under that definition, it is permitted to elect to rely on certain exemptions from corporate governance rules. As a result, investors may not have the same protection afforded to stockholders of companies that are subject to these corporate governance requirements. US Elemental’s status as a controlled company could cause its securities to be less attractive to certain investors or otherwise adversely affect the trading price. See the risk factor entitled “US Elemental will be a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements. As a result, US Elemental Stockholders will not have the same protections afforded to stockholders of companies that cannot rely on such exemptions and are subject to such requirements” for additional information.

Q: What is the effective purchase price attributed to the US Elemental Common Stock to be received by the CSTA Public Shareholders, the Sponsor and its affiliates and Jindalee at Closing?

A: Pursuant to the Business Combination Agreement, CSTA Public Shareholders who do not redeem their CSTA Public Shares will receive one share of US Elemental Common Stock for each CSTA Class A Ordinary Share held by them immediately prior to the Closing. While CSTA cannot be certain of the price such CSTA Public Shareholders paid for their CSTA Public Shares, assuming they purchased their CSTA Public Shares for $10.00 per share, which was the price of the CSTA Class A Ordinary Shares sold in the CSTA IPO, the effective purchase price paid per share of US Elemental Common Stock issued to each CSTA Public Shareholder at Closing would be $10.00. The Sponsor paid an aggregate of $25,000 for 8,625,000 CSTA Class B Ordinary Shares, or approximately $0.003 per share. 7,500,000 of such CSTA Class B Ordinary Shares were converted into 7,500,000 CSTA Class A Ordinary Shares by the Sponsor on January 30, 2024. In connection with the Business Combination, the 33,750 CSTA Class B Ordinary Shares and 7,600,000 CSTA Class A Ordinary Shares (issued upon conversion of CSTA Class B Ordinary Shares) held by the Sponsor will be automatically converted on a one-for-one basis into up to 5,725,312 shares of US Elemental Common Stock following the forfeiture contemplated by the Sponsor Support Agreement, valued at $10.00 per share, which is the assumed per share price used in the Business Combination pursuant to the Business Combination Agreement. In connection with the signing of the Business Combination Agreement, the Company entered into the Securities Purchase Agreement with Antarctica Holder, an affiliate of Antarctica Capital and the Sponsor, pursuant to which, among other things, Antarctica Holder committed to provide $4.0 million of financing to US Elemental, consisting of $1.55 million funded on the date of the Business Combination Agreement and $2.5 million expected to be funded at Closing. The initial $1.55 million was funded on April 9, 2026 through the purchase of 1,550 shares of the HiTech Series A Preferred Stock. The HiTech Series A Preferred Stock will be exchanged for US Elemental Series A Preferred Stock at Closing and may give rise to additional warrants at the time of closing based on its accrued value and conversion price. At the Closing, US Elemental will also issue a number of US Elemental Series A Preferred Investor Warrants to Antarctica Holder or its permitted transferees that is equal to the Accrued Value divided by the Conversion Price, in each case, measured as of the date of Closing.

As a result of the low price the Sponsor paid for the CSTA Class B Ordinary Shares, the Sponsor may realize a positive rate of return on its investment in the CSTA Class B Ordinary Shares even if the market price per share of US Elemental Common Stock is below $10.00 per share after Closing, in which case the CSTA Public Shareholders may experience a negative rate of return on their investment. Based on the closing price of $[•] per CSTA Class A Ordinary Share on [•], 2026, the most recent practicable date prior to the date of this proxy

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statement/prospectus, the Sponsor may receive potential profits of approximately $[•] per CSTA Class B Ordinary Share, and accordingly may make a substantial profit on its investment in the CSTA Class B Ordinary Shares at a time when shares of US Elemental Common Stock may have lost significant value. On the other hand, if CSTA liquidates without completing a business combination before the Termination Date, the Sponsor will lose its investment in CSTA.

Q: What underwriting and placement agency fees are payable in connection with the Business Combination?

A: The underwriters of the CSTA IPO will be entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO held in the Trust Account, or $10,850,000, upon the completion of the Business Combination, subject to the terms of the underwriting agreement executed in connection with the CSTA IPO. On April 13, 2026, CSTA received a waiver letter from Deutsche Bank Securities Inc. for its portion of the Deferred Underwriting Fees, resulting in $4,340,000 of Deferred Underwriting Fees being due to Morgan Stanley & Co. LLC at the closing of the Business Combination. The Deferred Underwriting Fees will not be reduced based on the level of redemptions in connection with the closing of the Business Combination. Deutsche Bank Securities Inc. did not communicate to CSTA its reasons for its waiver of the Deferred Underwriting Fees. CSTA did not seek out the reasons for such waivers nor is CSTA willing to speculate as to Deutsche Bank Securities Inc.’s reasons for such waiver. Deutsche Bank Securities Inc. was to be compensated, in part, on a deferred basis for its underwriting service in connection with the IPO. Despite such services having already been rendered, Deutsche Bank Securities Inc. waived such deferred fees and is disclaiming responsibility for the information included in this proxy statement/prospectus. Such waiver did not impact the evaluation of the Business Combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the transaction expenses and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the transaction expenses.

Q: How has the announcement of the Business Combination affected the trading price of the CSTA Public Shares?

A: On April 8, 2026, the last full trading day before the public announcement of the execution of the Business Combination Agreement, CSTA Public Shares closed at $12.99 per share. On [•], 2026, a recent practicable date prior to the date of this proxy statement/prospectus, CSTA Public Shares closed at $[•] per share.

Q: How will the Sponsor and our directors and officers vote?

A: The CSTA Initial Shareholders, which includes our Sponsor and certain of our former and current directors and officers, have agreed in connection with the CSTA IPO to vote all of their CSTA Class A Ordinary Shares and CSTA Class B Ordinary Shares in favor of the Business Combination Proposal. There are currently outstanding 7,796,529 CSTA Ordinary Shares and the CSTA Initial Shareholders hold 7,750,000 CSTA Ordinary Shares. As a result, assuming such presence and participation by the CSTA Initial Shareholders, including the Sponsor and our directors and officers, at the extraordinary general meeting, holders of CSTA Public Shares (other than any such persons) would not be required to be present at the extraordinary general meeting in order to form a quorum, and the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal may be passed without any votes in favor by such holders of the CSTA Public Shares.

Q: Who is CSTA’s Sponsor?

A: The Sponsor is Constellation Sponsor LP, a Delaware limited partnership. The Sponsor currently owns 7,633,750 CSTA Ordinary Shares (including 33,750 CSTA Class B Ordinary Shares) and 5,466,667 CSTA Private Placement Warrants. Although the Sponsor is permitted to undertake any activities permitted under the Delaware law and other applicable law, the Sponsor’s business is focused on investing in CSTA. Investors should note that the current Sponsor is not the original sponsor of CSTA. CSTA’s original sponsor was Constellation Sponsor GmbH & Co. KG, a German limited partnership (the “Old Sponsor”). On January 30, 2023, CSTA completed a sponsor handover, pursuant to which control of CSTA’s sponsor was transferred from the Old Sponsor to the current Sponsor, which is controlled by affiliates of Antarctica Capital. The sponsor handover resulted in a change in CSTA’s management team and strategic direction. CSTA’s reconstituted management team sourced the Business Combination with HiTech and negotiated all of the terms of the Business Combination Agreement and related ancillary agreements. Neither the Old Sponsor nor CSTA’s former management team had any involvement in the identification of HiTech as a target or the negotiation of the Business Combination. For more information about the sponsor handover, see “The Business Combination Proposal — The Background of the Business Combination.”

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The Sponsor is controlled by affiliates of Antarctica Capital, including Antarctica Endurance Manager, LLC. Antarctica Capital is international investment firm headquartered in New York with $10 billion of assets under management as of December 31, 2025. There are three managers of Antarctica Endurance Manager, LLC: Chandra R. Patel, Richard C. Davis, and Jarett Goldman. Each manager has one vote, and the approval of a majority is required to approve an action of Antarctica Endurance Manager, LLC. Under the so-called “rule of three,” no individual manager has voting or dispositive control over any of the securities held by the Sponsor. Though the Sponsor is exclusively controlled by U.S. citizens and has its principal place of business in the U.S., it is possible that non-U.S. persons could be involved in the Business Combination, which may increase the risk that the Business Combination becomes subject to regulatory review, including a potential mandatory or voluntary review by CFIUS. If the Business Combination falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the Business Combination. If CFIUS reviews the Business Combination, CFIUS may decide to block, delay or impose conditions to mitigate national security concerns with respect to the Business Combination or order us to divest all or a portion of a U.S. business of the combined company. A failure to notify CFIUS of a transaction where such notification was required or otherwise warranted based on the national security considerations presented by an investment target may expose the Sponsor and/or the combined company to legal penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value of the combined company. In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions or mitigation on, a business combination post-closing.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy and we have limited time to complete the Business Combination. Even if the Adjournment Proposal is approved, if we cannot complete a business combination by January 29, 2027 (or as otherwise extended) because the transaction is still under review or because our business combination is ultimately prohibited by CFIUS or another U.S. government entity, we may be required to liquidate. If we liquidate, the CSTA Public Shareholders may only receive approximately $[•] per CSTA Public Share (based on the redemption price on [•], 2026, the most recent practicable date prior to the date of this proxy statement), and our warrants will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Q: What interests do CSTA’s current officers and directors have in the Business Combination?

A: In considering the recommendation of the CSTA Board to vote in favor of the Business Combination, CSTA Shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors, officers and advisors and HiTech’s current owner have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. CSTA Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

• the fact that the Sponsor, for no compensation, has agreed not to redeem any CSTA Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination and the Sponsor is obligated to vote in favor of the Business Combination;

• the fact that the Sponsor has irrevocably waived the anti-dilution adjustments set forth in the CSTA Organizational Documents with respect to the CSTA Class B Ordinary Shares that it holds;

• the fact that the Sponsor paid an aggregate amount of $25,000 for the Founder Shares, which will convert into 7,750,000 shares of US Elemental Common Stock ( of which will be held by the Sponsor following the forfeiture of shares in connection with the consummation of the Business Combination) in accordance with the terms of the CSTA Organizational Documents and such securities will have a significantly higher value at the time of the Business Combination;

• the fact that the Sponsor paid $8,200,000 for 5,466,667 CSTA Private Placement Warrants, each of which is exercisable commencing 30 days following the Closing for one share of US Elemental Common Stock at $11.50 per share and which and if we do not consummate an initial business combination by the Termination Date, then the warrants held by the Sponsor will be worthless;

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• the fact that the Sponsor has invested in CSTA an aggregate of $8,225,000, comprised of the $25,000 purchase price for 7,750,000 Founder Shares and the $8,200,000 purchase price for 5,466,667 CSTA Private Placement Warrants. Assuming a trading price of $ per CSTA Class A Ordinary Share (based upon the closing price of the CSTA Class A Ordinary Shares on OTCID on , 2026), the Founder Shares to held by the Sponsor following the forfeiture of shares in connection with the consummation of the Business Combination would have an implied aggregate market value of approximately $ , representing unrealized gain for the Sponsor of approximately $ . Even if the trading price of the shares of US Elemental Common Stock were as low as approximately $ per share, the aggregate market value of the Founder Shares to be retained by the Sponsor alone (without taking into account the value of the CSTA Private Placement Warrants) would be approximately equal to the initial investment in CSTA by the Sponsor. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in CSTA at a time when shares of US Elemental Common Stock have lost significant value. On the other hand, if CSTA liquidates without completing a business combination before the Termination Date, the Sponsor will lose its entire investment in CSTA;

• the fact that the Sponsor and CSTA’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate, in which case such holders would lose their entire investment. As a result, the Sponsor as well as CSTA’s officers and directors may have a conflict of interest in determining whether HiTech is an appropriate business with which to effectuate a business combination and/or in evaluating the terms of the Business Combination, particularly given the upcoming Termination Date as described further below. The CSTA Board was aware of and considered these interests, among other matters, in evaluating and unanimously approving the Business Combination and in recommending to CSTA Public Shareholders that they approve the Business Combination;

• the fact that the Sponsor (and CSTA’s officers and directors who are members of the Sponsor) can earn a positive rate of return on their investment, even if other CSTA Shareholders experience a negative rate of return in US Elemental Common Stock, including if the share price of the US Elemental Common Stock after the Closing falls below the price initially paid for the CSTA Units in the IPO;

• the fact that Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to any CSTA Ordinary Shares (other than CSTA Public Shares) held by them if CSTA fails to complete an initial business combination by the Termination Date;

• the fact that at Closing, we anticipate that (i) loans made by the Sponsor or any of its affiliates to CSTA in an amount of approximately $ will be converted into approximately US Elemental Private Placement Warrants and (ii) loans made by the Sponsor or any of its affiliates to CSTA in an amount of approximately $ will be repaid in cash, each in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, there are loans extended, fees due or outstanding out-of-pocket expenses amounting in the aggregate to $ for which the Sponsor and CSTA’s officers and directors are awaiting reimbursement in cash or through the conversion into CSTA Private Placement Warrants. HiTech and CSTA have agreed pursuant to the terms of the Business Combination Agreement that working capital loans (including extension funding loans) to CSTA in excess of $1,500,000 may be converted into CSTA Private Placement Warrants at $1.50 per CSTA Private Placement Warrant in order to preserve cash for the combined company following the Closing; for a description of such loans, see “CSTA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and for a description of the treatment of such loans in the Business Combination, see “The Business Combination Proposal”;

• the fact that Antarctica Holder, an affiliate of Antarctica Capital and the Sponsor, has committed to provide $4.0 million of financing to US Elemental pursuant to the Securities Purchase Agreement, which will result in Antarctica Holder receiving US Elemental Series A Preferred Stock and US Elemental Series A Preferred Investor Warrants;

• the fact that, in certain instances, the Sponsor and CSTA’s officers and directors will not be reimbursed for any loans extended, fees due or out-of-pocket expenses if an initial business combination is not consummated by the Termination Date;

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• the fact that if the Trust Account is liquidated, including in the event CSTA is unable to complete an initial business combination by the Termination Date, the Sponsor has agreed to indemnify CSTA to ensure that the proceeds in the Trust Account are not reduced below $10.00 per CSTA Public Share, or such lesser per CSTA Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which CSTA has entered into an acquisition agreement or claims of any third party for services rendered or products sold to CSTA, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account;

• the fact that Sponsor has the right to designate one member of the US Elemental Board;

• the fact that CSTA’s officers and directors will be entitled to continued indemnification and the continuation of directors’ and officers’ liability insurance for a period following the Business Combination; and

• the fact that the current Sponsor assumed control of CSTA in January 2023 following a sponsor handover from CSTA’s original sponsor, and CSTA’s reconstituted management team sourced and negotiated the Business Combination with HiTech, and accordingly the Sponsor and its affiliates have increased financial exposure to CSTA through extension funding and working capital loans, which may create additional incentives to complete the Business Combination.

The CSTA Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed in the prospectus for our initial public offering and are disclosed in this proxy statement/prospectus, (ii) most of these disparate interests would exist with respect to a business combination by CSTA with any other target business or businesses, and (iii) the Sponsor will hold equity interests in US Elemental with value that, after the Closing, will be based on the future performance of the US Elemental Common Stock. In addition, CSTA’s independent directors reviewed and considered these interests during their evaluation of the Business Combination and in unanimously approving, as members of the CSTA Board, the Business Combination Agreement and the related agreements and the transactions contemplated thereby, including the Business Combination.

Based on its review of the foregoing considerations, the CSTA Board concluded that the potentially negative factors associated with the Business Combination were outweighed by the potential benefits that it expects the CSTA Shareholders will receive as a result of the Business Combination. The CSTA Board realized that there can be no assurance about future results, including results considered or expected as disclosed in the foregoing reasons.

These interests may influence CSTA’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

Q: What happens if I sell my CSTA Ordinary Shares before the extraordinary general meeting?

A: The Record Date is earlier than the date of the extraordinary general meeting. If you transfer your CSTA Ordinary Shares after the Record Date, but before the extraordinary general meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for redemption in connection with consummation of the Business Combination in accordance with the provisions described herein. If you transfer your CSTA Ordinary Shares prior to the Record Date, you will have no right to vote those shares at the extraordinary general meeting.

Q: What happens if the Business Combination Proposal is not approved?

A: Pursuant to the CSTA Organizational Documents, if the Business Combination Proposal is not approved and CSTA does not otherwise consummate an alternative business combination by the Termination Date, as may be extended in accordance with the CSTA Organizational Documents), CSTA will be required to dissolve and liquidate its Trust Account by returning the then remaining funds in such account to the CSTA Public Shareholders.

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Q: Do I have redemption rights?

A: Pursuant to the CSTA Organizational Documents, CSTA Public Shareholders may elect to have their CSTA Public Shares redeemed for cash at the applicable redemption price per share calculated in accordance with the CSTA Organizational Documents. As of the Record Date, based on funds in the Trust Account of approximately $[•] on such date, the pro rata portion of the funds available in the Trust Account for the redemption of the [•] outstanding CSTA Public Shares was approximately $[•] per share (before taxes paid or payable). It is anticipated that the per share redemption price will be approximately $[•] (before taxes payable on accrued interest in the Trust Account) at the closing of the Business Combination. If a holder exercises its redemption rights, then such holder will be exchanging its CSTA Class A Ordinary Shares for cash. Such a holder will be entitled to receive cash for its CSTA Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to the CSTA Transfer Agent prior to the extraordinary general meeting. See the question titled “How do I exercise my redemption rights?” below and the section titled “Extraordinary general meeting of CSTA Shareholders — Redemption Rights” for the procedures to be followed if you wish to redeem your CSTA Public Shares for cash.

Holders of CSTA Warrants do not have redemption rights with respect to their CSTA Warrants. At the Closing of the Business Combination, the CSTA Warrants will be exchanged for US Elemental Warrants.

CSTA Public Shareholders who also hold CSTA Warrants may elect to redeem their CSTA Public Shares, and still retain their CSTA Warrants. The value of CSTA Warrants based on the trading price as of the Record Date was $[•]. CSTA Public Shareholders who redeem their CSTA Ordinary Shares may continue to hold any CSTA Warrants that they owned prior to redemption, which may result in additional dilution to non-redeeming holders upon exercise of such CSTA Warrants once they are assumed by US Elemental, if despite such redemptions, the Business Combination is consummated. Assuming the maximum redemption of the CSTA Ordinary Shares held by the redeeming holders of CSTA Public Shares, up to [•] publicly traded CSTA Warrants would be retained by redeeming holders of CSTA Public Shares (assuming all such holders elected not to exercise their warrants, and assuming the Business Combination occurred despite such redemptions, thereby permitting the exercise of CSTA Warrants following the Closing) with an aggregate market value of $[•], based on the market price of $[•] per CSTA Warrant as of [•], 2026.

For more information see “Risk Factors — Risks Related to Redemptions — If you or a “group” of shareholders are deemed to hold in excess of 15% of the CSTA Class A Ordinary Shares included in the CSTA Units issued in the IPO, you will lose the ability to redeem all such shares in excess of 15% of the CSTA Class A Ordinary Shares included in the CSTA Units issued in the IPO.”

For information about the per share value of CSTA Ordinary Shares given different levels of redemptions, see “ — What equity stake will current shareholders of CSTA and Jindalee hold in US Elemental after the Closing?”

If as a result of redemptions we are unable to consummate the Business Combination prior to the Termination Date and such Termination Date is not amended to enable us to consummate an alternative business combination, your CSTA Warrants may expire worthless. Even if the Business Combination is consummated, there is no guarantee that you will be able to exercise such warrants while they are in the money.

Q: Will how I vote affect my ability to exercise redemption rights?

A: No. You may exercise your redemption rights whether or not you attend or vote your CSTA Ordinary Shares at the extraordinary general meeting, and regardless of how you vote your shares with respect to the Business Combination Proposal or any other proposal described by this proxy statement/prospectus. As a result, the Business Combination Agreement can be approved by shareholders who will redeem their shares and no longer remain shareholders, leaving shareholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer shareholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

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Q: How do I exercise my redemption rights?

A: If you are a holder of CSTA Class A Ordinary Shares and wish to exercise your right to redeem your CSTA Class A Ordinary Shares, you must:

I. (a) hold CSTA Class A Ordinary Shares or (b) hold CSTA Class A Ordinary Shares through CSTA Units and elect to separate your CSTA Units into the underlying CSTA Class A Ordinary Shares and CSTA Public Warrants prior to exercising your redemption rights with respect to the CSTA Class A Ordinary Shares; and

II. prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days prior to the initially scheduled date of the extraordinary general meeting) (a) submit a written request to the CSTA Transfer Agent that CSTA redeem your CSTA Class A Ordinary Shares for cash and (b) tender or deliver your CSTA Class A Ordinary Shares (and share certificates (if any) and other redemption forms) to the CSTA Transfer Agent, physically or electronically through the DTC.

The address of the CSTA Transfer Agent is listed under the question “Who can help answer my questions?” below.

Holders of CSTA Units must elect to separate the underlying CSTA Class A Ordinary Shares and CSTA Public Warrants prior to exercising redemption rights with respect to the CSTA Class A Ordinary Shares. If holders hold their CSTA Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the CSTA Units into the underlying CSTA Class A Ordinary Shares and CSTA Public Warrants, or if a holder holds CSTA Units registered in its own name, the holder must contact the CSTA Transfer Agent directly and instruct it to do so.

In connection with the approval of the Business Combination Proposal, any holder of CSTA Class A Ordinary Shares will be entitled to request that their CSTA Class A Ordinary Shares be redeemed for a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the extraordinary general meeting, including interest earned on the funds held in the Trust Account, and not previously released to CSTA to pay its taxes, divided by the number of then-outstanding CSTA Class A Ordinary Shares. As of [•], 2026, the most recent practicable date prior to the date of this proxy statement, this would have amounted to approximately $[•] per CSTA Public Share. However, the proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over the claims of CSTA Public Shareholders. Therefore, the per share distribution from the Trust Account in such a situation may be less than originally anticipated due to such claims. We anticipate that the funds to be distributed to CSTA Public Shareholders electing to redeem their CSTA Class A Ordinary Shares will be distributed promptly after the extraordinary general meeting.

Any request for redemption, once made by a holder of CSTA Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the CSTA Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part). If you tender or deliver your shares (and share certificates (if any) and other redemption forms) for redemption to the CSTA Transfer Agent and later decide prior to the extraordinary general meeting not to elect redemption, you may request that CSTA instruct the CSTA Transfer Agent to return the shares (physically or electronically). You may make such request by contacting the CSTA Transfer Agent at the phone number or address listed at the end of this section. We will be required to honor such request only if made prior to the deadline for exercising redemption requests.

Any corrected or changed written exercise of redemption rights must be received by the CSTA Transfer Agent prior to the deadline for exercising redemption requests and, thereafter, with the consent of the CSTA Board. No request for redemption will be honored unless the holder’s shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to the CSTA Transfer Agent by 5:00 p.m., Eastern Time, on [•], 2026 (two business days prior to the initially scheduled date of the extraordinary general meeting).

If a holder of CSTA Class A Ordinary Shares properly makes a request for redemption and the CSTA Class A Ordinary Shares (and share certificates (if any) and other redemption forms) are tendered or delivered as described above, then, CSTA will redeem CSTA Class A Ordinary Shares for a pro rata portion of funds deposited in the Trust Account, calculated as of two business days prior to the extraordinary general meeting. If you are a holder of CSTA Class A Ordinary Shares and you exercise your redemption rights, it will not result in the loss of any CSTA Public Warrants that you may hold.

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Q: What are the federal income tax consequences of exercising my redemption rights?

A: As discussed more fully under the section titled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations — Tax Consequences of the Initial Merger to Holders of CSTA Securities — U.S. Holders” below, a U.S. Holder (as defined in such section) that exercises its redemption right to receive cash in exchange for its CSTA Ordinary Shares will generally be treated as selling such CSTA Ordinary Shares, resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of CSTA Ordinary Shares that such U.S. Holder owns or is deemed to own (including through the ownership of CSTA Warrants).

All holders of CSTA Ordinary Shares considering exercising their redemption right are urged to consult their tax advisors on the tax consequences to them of an exercise of their redemption right, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q: If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A: No. The holders of CSTA Warrants have no redemption rights with respect to such warrants.

Q: Do I have appraisal rights or dissenters’ rights if I object to the Business Combination Proposal?

A: Dissenter Rights and Limitations

The Cayman Companies Act prescribes when shareholder appraisal rights will be available and sets the limitations on such rights. Where such rights are available, shareholders are entitled to receive fair value for their shares. However, the CSTA Board has determined that the terms of the Business Combination satisfy the requirements of 239(1) of the Cayman Companies Act for an exemption from the availability of appraisal rights in respect of the Business Combination and regardless of whether such rights are or are not available, shareholders are still entitled to exercise the rights of redemption as set out herein, and the CSTA Board has determined that the redemption proceeds payable to shareholders who exercise such redemption rights represent the fair value of those shares. Extracts of relevant sections of the Cayman Companies Act follow:

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

239. (1) No rights under section 238 shall be available in respect of the shares of any class for which an open market exists on a recognised stock exchange or recognised interdealer quotation system at the expiry date of the period allowed for written notice of an election to dissent under section 238(5), but this section shall not apply if the holders thereof are required by the terms of a plan of merger or consolidation pursuant to section 233 or 237 to accept for such shares anything except — (a) shares of a surviving or consolidated company, or depository receipts in respect thereof; (b) shares of any other company, or depository receipts in respect thereof, which shares or depository receipts at the effective date of the merger or consolidation, are either listed on a national securities exchange or designated as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

However, you may elect to have your shares redeemed in connection with the adoption of the Business Combination Proposal as described under “How do I exercise my redemption rights” above.

Q: What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A: If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

• CSTA Shareholders who properly exercise their redemption rights;

• certain fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by CSTA or HiTech in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement; and

• for general corporate purposes including, but not limited to, working capital for operations.

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Q: What happens if the Business Combination is not consummated?

A: There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Proposal — Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, CSTA is unable to complete the Business Combination or another initial business combination transaction by up to the Termination Date (or such earlier date as determined by the CSTA Board or later date as may be provided by amendment or extension in accordance with the CSTA Organizational Documents, as discussed below), the CSTA Organizational Documents provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding CSTA Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest earned on the funds held in the Trust Account net of interest not previously released to CSTA to pay taxes payable and up to $100,000 to pay dissolution expenses, divided by the number of then outstanding CSTA Public Shares, which redemption will completely extinguish CSTA Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the CSTA Board, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Holders of Founder Shares have waived any right to those shares.

In the event of liquidation, there will be no distribution with respect to the outstanding CSTA Warrants. Accordingly, the CSTA Warrants will expire worthless.

Q: When is the Business Combination expected to be completed?

A: The Closing is expected to take place in the second half of 2026.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal.”

Q: What will CSTA shareholders receive in the Business Combination?

A: Upon completion of the Business Combination, each outstanding CSTA Ordinary Share will be exchanged for one share of US Elemental Common Stock.

Q: What will holders of CSTA Warrants receive in the Business Combination?

A: Upon completion of the Business Combination, all of the warrants exercisable into CSTA Ordinary Shares will be converted into warrants exercisable into shares of US Elemental Common Stock having the same exercise price and other terms and conditions as the original warrants.

Q: If I am a holder of CSTA Warrants, will my warrants become exercisable for shares of US Elemental Common Stock if the Business Combination is consummated?

Q: If the Business Combination is completed, when can I expect to receive the shares of US Elemental Common Stock for my CSTA Ordinary Shares?

A: After the consummation of the Business Combination, US Elemental’s transfer agent will send instructions to CSTA security holders regarding the exchange of their CSTA securities for US Elemental securities. CSTA Shareholders who exercise their redemption rights must deliver their shares to the CSTA Transfer Agent (either physically or electronically) at least two (2) business days prior to the vote at the extraordinary general meeting. For more information, see “How do I exercise my redemption rights?”

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Q: What do I need to do now?

A: You are urged to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/ prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q: When and where will the extraordinary general meeting be held?

A: The extraordinary general meeting will be held on [•], 2026, at [•], Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may or adjourned.

CSTA Shareholders may attend the extraordinary general meeting in person. However, we encourage you to attend the extraordinary general meeting virtually. If you wish to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting CSTA’s Chief Executive Officer at ir@[constellationacquisition].com by [•], Eastern Time, on [•], 2026 (two business days prior to the initially scheduled meeting date). You can participate in the meeting, vote, and submit questions via live webcast by visiting https://www.cstproxy.com.

Q: How do I vote?

A: If you were a holder of record of CSTA Ordinary Shares on the Record Date for the extraordinary general meeting, you may vote with respect to the proposals in person or virtually at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail. By signing the proxy card and returning it in the enclosed prepaid and addressed envelope, you are authorizing the individuals named on the proxy card to vote your shares at the extraordinary general meeting in the manner you indicate. You are encouraged to sign and return the proxy card even if you plan to attend the extraordinary general meeting so that your shares will be voted if you are unable to attend the extraordinary general meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m., Eastern Time, on [•], 2026.

Voting in Person at the Meeting. If you attend the extraordinary general meeting and plan to vote in person, you will be provided with a ballot at the extraordinary general meeting. If your shares are registered directly in your name, you are considered the shareholder of record and you have the right to vote in person at the extraordinary general meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person, you will need to bring to the extraordinary general meeting a legal proxy from your broker, bank or nominee authorizing you to vote these shares.

Voting Electronically. You may attend, vote and examine the list of shareholders entitled to vote at the extraordinary general meeting by visiting https://www.cstproxy.com/ and entering the control number found on your proxy card, voting instruction form or notice included in the proxy materials.

Q: How do I attend the virtual extraordinary general meeting?

A: If you are a registered shareholder, you will receive a proxy card from the CSTA Transfer Agent.

The form contains instructions on how to attend the virtual extraordinary general meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact the CSTA Transfer Agent at 917-262-2373, or via email at proxy@continentalstock.com.

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You can pre-register to attend the virtual extraordinary general meeting starting [•], 2026 at [•], Eastern Time (two business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the extraordinary general meeting, you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the extraordinary general meeting.

CSTA Shareholders who hold their investments through a bank or broker, will need to contact the CSTA Transfer Agent to receive a control number. If you plan to vote at the extraordinary general meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the CSTA Transfer Agent will issue you a guest control number with proof of ownership. In either case you must contact the CSTA Transfer Agent for specific instructions on how to receive the control number. The CSTA Transfer Agent can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to the Internet, you can listen only to the meeting by dialing [•] (or [•] if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number [•]#. Please note that you will not be able to vote or ask questions at the extraordinary general meeting if you choose to participate telephonically.

Q: What will happen if I sign and return my proxy card without indicating how I wish to vote?

A: Signed and dated proxies received by CSTA without an indication of how the CSTA Shareholder intends to vote on a Proposal will be voted “FOR” each Proposal presented to the CSTA Shareholders. The proxyholders may use their discretion to vote on any other matters which properly come before the extraordinary general meeting.

Q: If I am not going to attend the extraordinary general meeting in person, should I return my proxy card instead?

A: Yes. Whether you plan to attend the extraordinary general meeting or not, please read the enclosed proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q: If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A: If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to CSTA or by voting online at the extraordinary general meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee.

If you are a CSTA Shareholder holding your shares in “street name” and you do not instruct your broker, bank or other nominee on how to vote your shares, your broker, bank or other nominee will not vote your shares on the Business Combination Proposal, the Merger Proposal or the Adjournment Proposal. Accordingly, your bank, broker, or other nominee can vote your shares at the extraordinary general meeting only if you provide instructions on how to vote. You should instruct your broker to vote your shares as soon as possible in accordance with directions you provide.

Q: May I change my vote after I have mailed my signed proxy card?

A: Yes. You may send a later-dated, signed proxy card to CSTA at 1290 Avenue of the Americas, 10th Floor, New York, NY 10104 so that it is received by CSTA prior to the vote at the extraordinary general meeting (which is scheduled to take place on [•], 2026) or attend the extraordinary general meeting in person (which would include presence at the virtual extraordinary general meeting) and vote. Shareholders also may revoke their proxy by sending a notice of revocation to CSTA’s Chief Executive Officer, which must be received by CSTA’s Chief Executive Officer prior to the vote at the extraordinary general meeting. However, if your shares are held in “street name” by your broker, bank or another nominee, you must contact your broker, bank or other nominee to change your vote.

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Q: What should I do if I receive more than one set of voting materials?

A: You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q: Who will solicit and pay the cost of soliciting proxies for the extraordinary general meeting?

A: CSTA will pay the cost of soliciting proxies for the extraordinary general meeting. CSTA has engaged Sodali & Co to assist in the solicitation of proxies for the extraordinary general meeting. CSTA will pay Sodali & Co a fee of $ , plus disbursements, reimburse Sodali & Co for its reasonable out-of-pocket expenses and indemnify Sodali & Co and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as CSTA’s proxy solicitor. CSTA will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of CSTA Class A Ordinary Shares for their expenses in forwarding soliciting materials to beneficial owners of CSTA Class A Ordinary Shares and in obtaining voting instructions from those owners. The directors, officers and employees of CSTA may also solicit proxies by telephone, by facsimile, by mail or on the Internet. They will not be paid any additional amounts for soliciting proxies.

Q: Who can help answer my questions?

A: If you have questions about the Proposals or if you need additional copies of this proxy statement or the enclosed proxy card you should contact:

Sodali & Co
333 Ludlow Street, 5th Floor, South Tower
Stamford, CT 06902
Individuals call toll-free (800) 662-5200
Banks and brokers call (203) 658-9400
Email: [CSTA].info@investor.sodali.com

You also may obtain additional information about CSTA from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.” If you are a holder of CSTA Class A Ordinary Shares and you intend to seek redemption of your shares, you will need to tender or deliver your CSTA Class A Ordinary Shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to the CSTA Transfer Agent at the address below prior to 5:00 p.m., Eastern Time, on [•], 2026 (two business days prior to the initially scheduled date of the extraordinary general meeting). If you have questions regarding the certification of your position tendering or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, NY 10004
Attn: SPAC Redemption Team

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary, together with the section entitled “Questions and Answers for CSTA Shareholders” summarizes certain information contained in this proxy statement/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the extraordinary general meeting, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information.”

Parties to the Business Combination

CSTA

CSTA is a special purpose acquisition company incorporated in the Cayman Islands and formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization, or similar business combination. CSTA is led by executives of Antarctica Capital, an international investment firm headquartered in New York with $10 billion of assets under management as of December 31, 2025.

The mailing address of CSTA’s principal executive office is 1290 Avenue of the Americas, 10th Floor, New York, NY 10104.

Sponsor

The Sponsor is a Delaware limited partnership managed by executives of Antarctica Capital. The current Sponsor assumed control of CSTA in January 2023 following a sponsor handover from CSTA’s original sponsor. In connection with the sponsor handover, the Sponsor and its affiliates agreed to fund extension deposits and working capital requirements for CSTA, and CSTA’s management team was replaced with executives affiliated with Antarctica Capital. CSTA’s reconstituted management team conducted an independent search for business combination targets and ultimately sourced and negotiated the Business Combination with HiTech. Neither the Old Sponsor nor CSTA’s former management team had any involvement in the identification of HiTech as a target or the negotiation of the Business Combination. For more information about the sponsor handover, see “The Business Combination Proposal — The Background of the Business Combination.”

The mailing address for the Sponsor is 1290 Avenue of the Americas, 10th Floor, New York, NY 10104.

US Elemental

US Elemental, a Delaware corporation, is a newly formed company incorporated under the laws of Delaware solely for the purpose of effecting the Business Combination and is the owner of all of the membership interests of Merger Sub 1. US Elemental owns no material assets other than the membership interest of Merger Sub 1 and it does not operate any business.

The mailing address and telephone of the principal executive offices of US Elemental are until the consummation of the Business Combination the same as for CSTA.

Jindalee

Jindalee is an Australian public company limited by shares, and the holder of all issued HiTech common stock. Jindalee, a mineral exploration and development company, was incorporated on March 29, 1994 and owns the McDermitt Lithium Project located on the Oregon-Nevada border in the United States, via its wholly owned subsidiary, HiTech. Jindalee is listed on the Australian Securities Exchange (ASX: JLL) and is also quoted in the United States (OTC: JNDAF).

The mailing address of Jindalee’s principal executive office is Level 2, 9 Havelock Street, West Perth, Western Australia 6005, Australia.

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HiTech

HiTech, a Nevada corporation, is a wholly-owned subsidiary of Jindalee and is the owner of the McDermitt Lithium Project. The Company was incorporated under the laws of Nevada on February 21, 2018.

The mailing address and telephone of the principal executive offices of HiTech until the consummation of the Business Combination is 241 Ridge Street Suite 210 Reno, Nevada 89501.

Merger Sub 1

Merger Sub 1 is a wholly-owned subsidiary of US Elemental formed solely for the purpose of effectuating the Initial Merger with CSTA in which Merger Sub 1 will be the surviving entity. Merger Sub 1 was formed under the laws of the State of Delaware on March 3, 2026. Merger Sub 1 owns no material assets and does not operate any business.

The mailing address and telephone number of Merger Sub 1’s principal executive office is the same as for CSTA.

Merger Sub 2

Merger Sub 2 is a wholly-owned subsidiary of CSTA formed solely for the purpose of effectuating the Acquisition Merger with HiTech in which HiTech will be the surviving entity. Merger Sub 2 was incorporated under the laws of the State of Nevada on March 3, 2026. Merger Sub 2 owns no material assets and does not operate any business.

The mailing address and telephone number of Merger Sub 2’s principal executive office is the same as for CSTA.

The Business Combination and the Business Combination Agreement

This section describes the material provisions of the Business Combination and the Business Combination Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement and the related agreements. For additional information, see “The Business Combination Proposal.” Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.

The Business Combination Agreement contains representations, warranties and covenants that the respective parties made to each other as of the date of the Business Combination Agreement or other specific dates, which may be updated prior to the Closing of the Business Combination. The assertions embodied in those representations, warranties and covenants were made for purposes of the agreement among the respective parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The representations, warranties and covenants in the Business Combination Agreement are also modified in important part by the disclosure schedules which are not filed publicly. The disclosure schedules were used for the purpose of allocating risk among the parties rather than establishing matters as facts. We do not believe that the disclosure schedules contain information that is material to an investment decision.

General Description of the Business Combination Agreement

On April 9, 2026, CSTA entered into the Business Combination Agreement by and among CSTA, US Elemental, Merger Sub 1, Merger Sub 2, and HiTech. The Business Combination Agreement provides for the combination of the Company and CSTA with subsidiaries under US Elemental, a new holding company, as its direct, wholly owned subsidiaries. Pursuant to the Business Combination and Business Combination Agreement, (a) CSTA will merge with and into Merger Sub 1, with CSTA ceasing to exist and Merger Sub 1 continuing as the surviving company and wholly owned subsidiary of US Elemental (the “Initial Closing”), and, immediately thereafter, (b) Merger Sub 2 will become a wholly-owned subsidiary of US Elemental and Merger Sub 2 will merge with and into HiTech, with Merger Sub 2 ceasing to exist and the Company continuing as the surviving company and wholly owned subsidiary of US Elemental (the “Acquisition Closing”). For more information about the transactions contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Proposal — Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated herein by reference.

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Merger Consideration

Subject to the terms and conditions set forth in the Business Combination Agreement, in connection with, as applicable, the Initial Merger or the Acquisition Merger:

(i) each of the outstanding CSTA Class B Ordinary Shares will be automatically converted into one CSTA Class A Ordinary Share and then, each of the outstanding CSTA Class A Ordinary Shares will automatically be cancelled and exchanged for one newly issued share of US Elemental Common Stock, and each CSTA Warrant will be automatically assumed and converted into a warrant to purchase one share of US Elemental Common Stock;

(ii) Intercompany amounts or obligations funded by Jindalee, the Company’s parent, as a loan to the Company, (a) existing as of September 3, 2025 (“Existing Jindalee Intercompany Amounts”) will be settled at the Acquisition Closing through the issuance of US Elemental Loan Warrants, with the number of US Elemental Loan Warrants equal to (y) the principal amount outstanding under the applicable Existing Jindalee Intercompany Amounts divided by (z) $1.50 and (b) incurred after that date and prior to the Acquisition Closing in order to finance ordinary course operations of the Company or the Company Transaction Expenses will, at Jindalee’s election, either be settled in cash or converted into shares of US Elemental Common Stock at a 15% discount to the IPO price per share of $10.00;

(iii) Loans by the Sponsor, its affiliates or any of its officers or directors to CSTA (a) existing as of September 3, 2025 will be converted into US Elemental Loan Warrants, with the number of US Elemental Loan Warrants equal to (y) the principal amount outstanding under the applicable Sponsor Loans divided by (z) $1.50, (b) incurred after September 3, 2025 and prior to the Acquisition Closing used to finance CSTA Transaction Expenses or Other Transaction Expenses that are due and payable prior to the Initial Closing will be repaid in cash at the Initial Closing, and (c) incurred after September 3, 2025 and prior to the Acquisition Closing used other than to finance CSTA Transaction Expenses or Other Transaction Expenses will be converted into US Elemental Loan Warrants, with the number of US Elemental Loan Warrants equal to (y) the principal amount outstanding under the applicable Sponsor Loans divided by (z) $1.50; and

(iv) the shares of HiTech Common Stock will be cancelled and exchanged for shares of US Elemental Common Stock and the shares of HiTech Series A Preferred Stock will be cancelled and exchanged for shares of US Elemental Series A Preferred Stock.

Under the terms of the Business Combination Agreement, the Company is valued at $500 million, with Jindalee receiving 50,000,000 shares of US Elemental Common Stock priced at $10.00 per share.

For further explanation of how the parties agreed to the Merger Consideration, see the section entitled “The Business Combination Proposal — The Background of the Business Combination.”

The Merger Consideration will be paid in the form of US Elemental Common Stock. Because the per share price of US Elemental Common Stock will not be known until at or after the Acquisition Closing, the market value of the consideration to be received by Jindalee will not be known with certainty until at or after the Acquisition Closing.

HiTech and CSTA have agreed that, from the date of the signing of the Business Combination Agreement through the earlier of the Closing or the termination of the Business Combination Agreement, any Extension Funds deposited by the Sponsor into the Trust Account in exchange for a non-interest bearing, unsecured promissory note, which shall convert at the Acquisition Closing into US Elemental Loan Warrants, with the number of warrants to be issued equal to the principal amount outstanding under the applicable promissory notes divided by $1.50. Since the signing of the Business Combination Agreement, $[•] of Extension Funds have been deposited into the Trust Account and will be convertible into [•] US Elemental Loan Warrants at Closing. As of June 30, 2026, CSTA had deposited an aggregate of approximately $750,000 in Extension Funds into the Trust Account. The Trust Account balance as of that date was approximately $660,761, which is less than the aggregate Extension Funds deposited because holders of CSTA Class A Ordinary Shares who redeemed their shares in connection with prior extension votes received their pro rata portion of the Trust Account (including previously deposited Extension Funds) upon redemption.

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Representations and Warranties

The Business Combination Agreement contains representations and warranties by each of CSTA, the Company, US Elemental, Merger Sub 1 and Merger Sub 2 that are customary for transactions of this type. Many of the representations and warranties are qualified by materiality or material adverse effect. “Material adverse effect” as used in the Business Combination Agreement means with respect to the relevant party, subject to certain customary exceptions, any event, state of facts, change, development, circumstance, occurrence or effect that, individually or in the aggregate, has had, or would reasonably be expected to have, a material adverse effect on the business, assets, liabilities, financial condition, results of operations or properties of CSTA or the Company and its subsidiaries, as applicable, taken as a whole. Certain of the representations are subject to specified exceptions and qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosures included in the disclosure schedules to the Business Combination Agreement.

The representations and warranties made under the Business Combination Agreement by Company, CSTA, US Elemental, Merger Sub 1 and Merger Sub 2 will not survive the Acquisition Closing.

In the Business Combination Agreement, the Company made certain customary representations and warranties to CSTA including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) subsidiaries; (3) capitalization; (4) authority and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents; (5) non-contravention and governmental approvals; (6) compliance with laws; (7) permits; (8) taxes; (9) financial statements; (10) undisclosed liabilities; (11) absence of changes; (12) litigation; (13) material contracts; (14) real property; (15) intellectual property; (16) labor relations; (17) benefit plans; (18) brokers; (19) environmental matters; (20) insurance; (21) transactions with affiliates; (22) privacy; (23) information supplied; (24) mining practices; (25) government contracts; and (26) material customers and suppliers.

In the Business Combination Agreement, CSTA made certain customary representations and warranties to the Company, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) subsidiaries; (3) capitalization; (4) authority and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents; (5) non-contravention and governmental approvals; (6) compliance with laws; (7) taxes; (8) financial statements; (9) undisclosed liabilities; (10) absence of changes; (11) litigation; (12) material contracts; (13) brokers; (14) information supplied; (15) SEC filings; (16) trust account; (17) Investment Company Act and the JOBS Act; (18) business activities; (19) OTC Markets quotation; (20) transactions with affiliates; and (21) independent investigation.

In the Business Combination Agreement, US Elemental, Merger Sub 1 and Merger Sub 2 made certain customary representations and warranties to CSTA and the Company, including among others, related to the following: (1) corporate matters, including due organization, existence and good standing; (2) capitalization; (3) subsidiaries; (4) authority and binding effect relating to execution and delivery of the Business Combination Agreement and other ancillary documents; (5) non-contravention and governmental approvals; (6) absence of certain changes; (7) litigation; (8) brokers; (9) information supplied; (10) business activities; (11) taxes; (12) independent investigation.

Covenants of the Parties

The Business Combination Agreement contains certain customary covenants for transactions of this type by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Acquisition Closing or the valid termination of the Business Combination Agreement in accordance with its terms, which we refer to as the Interim Period, including, among others, covenants regarding: (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business, in compliance with law, and using commercially reasonable efforts to preserve their respective organizations and relationships and maintain appropriate insurance coverage; (3) CSTA’s public filing obligations; (4) the Company’s obligation to deliver audited financial statements; (5) restrictions on each party prohibiting solicitation of, or entering into, any alternative competing transactions (subject to the carveouts described herein); (6) no insider trading; (7) efforts to consummate the Business Combination and obtain third party and regulatory approvals; (8) further assurances; (9) public announcements; (10) confidentiality; (11) indemnification of directors and officers after the Acquisition Closing; (12) use of trust proceeds after the Acquisition Closing; and (13) efforts to conduct private placement arrangements, if sought.

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The CSTA Board has unanimously recommended that the CSTA Shareholders vote in favor of the Proposals and neither the CSTA Board nor any committee thereof will withhold, withdraw, qualify, amend or modify its recommendation that the CSTA Shareholders vote in favor of the approval of the Business Combination Agreement and the Business Combination.

The Company and Jindalee agreed that, from the date of the Business Combination Agreement until receipt of the Required Parent Shareholder Approval (or, if earlier, the valid termination of the Business Combination Agreement), the HiTech Board, including any committee thereof, and the Jindalee Board will not (i) adopt, approve or recommend, or publicly propose to adopt, approve or recommend, any Company Acquisition Proposal or any offer or proposal that would reasonably be expected to lead to a Company Acquisition Proposal, (ii) withdraw, change or qualify, or publicly propose to withhold, withdraw, qualify or modify, in a manner adverse to CSTA, the Company Board Recommendation, (iii) approve, adopt or authorize the Company to enter into any Business Combination Agreement, letter of intent or other similar agreement relating to any Company Acquisition Proposal or that would reasonably be expected to lead to a Company Acquisition Proposal, (iv) fail to include the Company Board Recommendation in any proxy or information statement or similar document delivered to Jindalee shareholders, (v) fail to publicly recommend against any tender offer or exchange offer for the Equity Securities of the Company or any other public Company Acquisition Proposal within five (5) Business Days after the commencement of such offer, (vi) formally resolve, agree or publicly propose to do any of the foregoing, or (vii) cause or permit the Company to enter into any Alternative Acquisition Agreement, unless, in connection with a Superior Proposal, the Jindalee Board determines in good faith, after consultation with its outside counsel and financial advisors, that its failure to take such action would likely be a breach of its fiduciary or statutory duties under applicable law and Jindalee complies with the notice, negotiation and matching-rights procedures set forth in the Business Combination Agreement.

The parties also agreed to ensure the US Elemental Board immediately after the Acquisition Closing consists of five directors, the composition of which will comply with the independence requirement under the Exchange Act and the listing rules of the exchange on which US Elemental’s securities are listed (i) with the Company being entitled to appoint up to four directors and (ii) with CSTA being entitled to appoint one director.

The parties further agreed that prior to the Acquisition Closing, US Elemental will approve and adopt an incentive equity plan, in a form to be mutually agreed by the Company and CSTA, which we refer to as the US Elemental 2026 Plan.

The parties also agreed that CSTA, the Company, US Elemental, Merger Sub 1 and Merger Sub 2 will jointly prepare, and US Elemental will file with the SEC, a registration statement under the Securities Act with respect to the shares of US Elemental Common Stock that constitute Merger Consideration and the US Elemental Warrants. The registration statement will include a proxy statement/prospectus for the purpose of soliciting proxies from the CSTA Shareholders for the matters relating to the Business Combination to be acted on at the extraordinary general meeting of the CSTA Shareholders and providing such shareholders with an opportunity to participate in the Redemption.

The parties further agreed that prior to the Initial Closing, Jindalee, CSTA and the Company will use reasonable best efforts to negotiate in good faith a customary services agreement to continue the services assets being provided from Jindalee to the Company reasonably necessary to continue the Company’s operations as they have been operating.

Appointment of Directors

The Parties also agreed to take all necessary action so that the US Elemental Board following the Acquisition Closing will consist of five individuals, which will be comprised of one individual appointed by CSTA and up to four individuals appointed by the Company, and that the composition of the US Elemental Board and committees will comply with the independence requirement under the Exchange Act and the listing rules of the exchange on which US Elemental’s securities are listed.

Conditions to Consummation of the Business Combination

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Stock and US Elemental Warrants for listing on a U.S. securities exchange; and (iv) the registration statement of which this proxy statement/prospectus forms a part having become effective in accordance with the Securities Act, registering certain shares of US Elemental Common Stock to be issued in the Business Combination.

Termination

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of Company Recommendation, (vii) by HiTech if the Jindalee Board authorizes HiTech or Jindalee to enter into an Alternative Acquisition Agreement, (viii) by CSTA if HiTech breaches any representation, warranty or covenant in the Business Combination Agreement, which is not cured or cannot be cured within 30 days, such that certain conditions to closing cannot be satisfied at the relevant Closing, (ix) by HiTech if CSTA breaches any representation, warranty or covenant in the Business Combination Agreement, which is not cured or cannot be cured within 30 days, such that certain conditions to closing cannot be satisfied at the relevant Closing, and (x) subject to certain limited exceptions, by either CSTA or HiTech if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to January 9, 2027.

If the Business Combination Agreement is validly terminated, none of the parties to the Business Combination Agreement will have any liability or any further obligation under the Business Combination Agreement, except in the case of a willful and material breach or fraud and for customary obligations that survive the termination thereof (such as confidentiality obligations); provided that, if the Business Combination Agreement is terminated (i) by written notice from CSTA or HiTech to the other upon the failure to obtain the required shareholder approval at the Jindalee Shareholder Meeting duly convened therefor or at any adjournment or postponement thereof taken in accordance with the Business Combination Agreement or the Shareholder Support Agreement and (y) if Jindalee effected a Change of Company Recommendation prior to the Jindalee Shareholder Meeting at which a vote for the Required Parent Shareholder Approval was actually taken or (z) as a result of the failure to receive the Required Parent Shareholder Approval following such time as a certain Company Parent Acquisition Transaction occurred at the Jindalee level, (ii) by written notice from CSTA to HiTech prior to the receipt of the Required Parent Shareholder Approval if the Jindalee Board effects a Change of Company Recommendation, or (iii) by written notice from HiTech to CSTA prior to the receipt of the Required Parent Shareholder Approval if the Jindalee Board authorized HiTech or Jindalee to enter into an Alternative Acquisition Agreement after the termination of the Business Combination Agreement, to the extent permitted by and in accordance with the terms of the Business Combination Agreement, HiTech will pay to CSTA its reasonable and documented expenses incurred in connection with the Business Combination through the date the Business Combination Agreement is terminated, which will not exceed $6,000,000.

Trust Account Waiver

The Company, US Elemental, Merger Sub 1 and Merger Sub 2 each agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in the Trust Account (including any distributions therefrom) held for CSTA Public Shareholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom to CSTA Public Shareholders).

Related Agreements

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of each of the Related Agreements. Stockholders and other interested parties are urged to read such Related Agreements in their entirety.

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Company, CSTA and the Sponsor entered into a sponsor support agreement (the “Sponsor Support Agreement”) pursuant to which, among other things, the Sponsor agreed between the date of the Sponsor Support Agreement and the date of the Initial Closing or earlier termination of the Business Combination Agreement, to support the Business Combination and to vote all CSTA Ordinary Shares held by the Sponsor in favor of the Proposals. The continuing equity securities held by the Sponsor, which equal 7,633,750 CSTA Ordinary Shares minus 1,908,438 CSTA Ordinary Shares, will be reduced by 500,000 CSTA Ordinary Shares for every full increment of $2,500,000 by which the aggregate PIPE Financing Amount falls below $25,000,000, with a floor of 4,500,000 CSTA Ordinary Shares (the “Retained Sponsor Equity Securities”).

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The Sponsor also agreed to take certain other actions in support of the Business Combination Agreement and the Business Combination and to refrain from taking such actions that would adversely impede the ability of the parties to perform the Business Combination Agreement. The Sponsor agreed to vote against any transactions that would materially impede the consummation of the transactions contemplated by the Business Combination Agreement. The Sponsor further agreed to (i) appear at the extraordinary general meeting of the CSTA Shareholders in person or by proxy for purposes of counting towards a quorum, (ii) to the fullest extent permitted by law, waive any rights of dissent pursuant to Section 238 of the Cayman Companies Act in respect of all CSTA Ordinary Shares with respect to the Initial Merger, to the extent applicable, (iii) waive the anti-dilution rights of the CSTA Class B Ordinary Shares under the CSTA Organizational Documents, (iv) pay all non-transaction related expenses of CSTA that are accrued prior to the Initial Closing, with such payments reflected as non-transaction related loans, and (v) be bound to the trust account waiver provision of the Business Combination Agreement, in accordance with the terms discussed above. The Sponsor also agreed to surrender to CSTA all Sponsor Equity Securities other than the Retained Sponsor Equity Securities for no consideration prior to Closing and to forfeit a specified amount of CSTA Ordinary Shares when and if required in accordance with the express terms thereof.

Pursuant to the Sponsor Support Agreement, the Sponsor agreed not to, during the period commencing from the date of the Sponsor Support Agreement and ending on the earlier of (i) twelve months after the Acquisition Closing and (ii) the date following the Acquisition Closing on which US Elemental completes a liquidation, merger, capital stock exchange, reorganization or similar transaction with an unaffiliated third party that results in all of US Elemental’s (or such successor’s) shareholders having the right to exchange their securities for cash, securities or other property: (A) Transfer or permit any Transfer of the shares of US Elemental Common Stock issued to the Sponsor upon conversion of Sponsor’s CSTA Ordinary Shares in connection with the Initial Merger; (B) enter into any option, warrant, purchase right, or other contract that could require Sponsor to transfer the Lock-up Shares (as defined below) or any voting trust, proxy or other Contract with respect to the voting or transfer of Lock-up Shares; (C) enter into any contract or take, or cause to be taken, any of the actions set forth above in clause (A) or (B); or (D) exercise any redemption rights with respect to any CSTA Ordinary Shares held by it.

“Lock-up Shares” means the shares of US Elemental Common Stock the Sponsor receives as Merger Consideration with respect to the CSTA Ordinary Shares that the Sponsor held immediately prior to the Initial Closing (excluding any received by the Sponsor in connection with the PIPE Financing). “Transfer” means any direct or indirect sale, transfer, distribution, assignment, pledge, mortgage, exchange, hypothecation, hedge, grant of a security interest or encumbrance in or disposition of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise). In the event of any change in the shares of CSTA or US Elemental by reason of recapitalization, reclassification, reorganization, share split or subdivision, combination, exchange or readjustment of shares, or any dividend or distribution, merger or other similar change in capitalization, the term “Lock-up Shares” shall be deemed to refer to and include such shares as well as all such dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction, and they shall be subject to the terms of the Sponsor Support Agreement.

Parent Transaction Support Agreement

Concurrently with the execution of the Business Combination Agreement, CSTA and Jindalee entered into a transaction support agreement (the “Parent Transaction Support Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth therein, Jindalee agreed (i) to execute and deliver to CSTA, HiTech and US Elemental a written consent in its capacity as the sole voting shareholder of HiTech casting a vote to approve the Business Combination promptly following receipt of the Required Parent Shareholder Approval, (ii) to hold a meeting of its shareholders (and prepare the relevant disclosure and solicitation materials) for the purposes of obtaining the necessary consent for the Company to consummate the Business Combination and to solicit the vote necessary to obtain the Required Parent Shareholder Approval and agree to such other actions with respect to the meeting of the Jindalee shareholders as set forth therein, (iii) to a lock-up of its shares of US Elemental Common Stock during the respective periods as set forth therein, (iv) not to transfer any HiTech Shares during the respective periods as set forth therein, (v) to absolutely, irrevocably and unconditionally guarantee the payment of the Company Termination Amount, if applicable and (vi) to be bound by certain covenants in the Business Combination Agreement as set forth therein.

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Parent Shareholder Voting Agreement

Concurrently with the execution of the Business Combination Agreement, certain record and beneficial owners of issued and outstanding ordinary shares of Jindalee, LG Dudfield Pension Fund, Lindsay Dudfield and Jopan Management Pty Ltd (each a “Supportive Parent Shareholder”), each entered into separate shareholder voting agreements (collectively, the “Parent Shareholder Voting Agreement”) with Jindalee, pursuant to which among other things and subject to the terms and conditions set forth therein, each Supportive Parent Shareholder agrees to (i) appear at the Jindalee Shareholder Meeting in person, by proxy or by power of attorney for purposes of counting towards a quorum, (ii) vote, or cause to be voted, all Jindalee ordinary shares held or controlled by such Supportive Parent Shareholder in favor of the Company’s consummation of the Business Combination and against any proposals that would in any material respect impede the Business Combination or any other acquisition proposal by a third party, and (iii) prior to the Acquisition Closing, not to transfer any securities in Jindalee.

Class B Holder Support Agreement

Concurrently with the execution of the Business Combination Agreement, CSTA, certain holders of CSTA Class B Ordinary Shares, Charles Stonehill, Vesna Nevistic and Hugo Banziger (each a “Class B Holder”), and HiTech entered into letter agreements (collectively, the “Class B Holder Support Agreement”), pursuant to which, among other things, each Class B Holder agreed to (i) vote in favor of each of the Proposals, including approval of the Business Combination Agreement and the transactions contemplated thereby, (ii) waive all anti-dilution protections with respect to the conversion of CSTA Class B Ordinary Shares into CSTA Class A Ordinary Shares, (iii) refrain from transferring or encumbering their CSTA Class B Ordinary Shares and (iv) to a lock-up of such Class B Holder’s shares of US Elemental Common Stock during the respective periods and subject to the terms as set forth therein.

Securities Purchase Agreement

Simultaneously with the execution of the Business Combination Agreement, Antarctica Holder, an affiliate of Antarctica Capital, and the Sponsor, entered into the Securities Purchase Agreement with Jindalee and HiTech, pursuant to which Antarctica Holder (A) purchased from HiTech 1,550 shares of HiTech Series A Preferred Stock, having the rights and privileges set forth in the Certificate of Designation, for an aggregate purchase price of $1,550,000, and (B) committed to purchase $2,500,000 in newly issued equity or equity-linked securities of US Elemental, on substantially the same terms as PIPE Financing Agreements to be executed in connection with the Business Combination, subject to certain terms and conditions, including that the Minimum Cash Condition in the Business Combination Agreement is satisfied and not waived (unless Antarctica Holder consents to such waiver) at the time of the Closing. Pursuant to the Securities Purchase Agreement, the shares of HiTech Series A Preferred Stock will automatically be cancelled and exchanged for shares of US Elemental Series A Preferred Stock at the time of the Closing, and US Elemental will issue a number of US Elemental Series A Preferred Investor Warrants to Antarctica Holder or its permitted transferees that is equal to the Accrued Value divided by the Conversion Price, in each case, measured as of the date of Closing. Such securities will be issued in a private placement pursuant to Section 4(a)(2) of the Securities Act. The shares of US Elemental Common Stock issuable upon conversion of the HiTech Series A Preferred Stock and exercise of the US Elemental Series A Preferred Investor Warrants will be included as Registrable Securities under a Registration Rights Agreement to be entered into at the Closing.

If any securities are issued and sold in a PIPE Financing in connection with the Business Combination with terms more favorable to the purchaser thereof than the terms set forth in the Securities Purchase Agreement applicable to Antarctica Holder (including, without limitation, valuation, conversion price or mechanics, mandatory or optional redemption, discount, warrant coverage, liquidation preference, collateral, restrictive covenants, anti-dilution protection, or other economic or governance right), then the parties to the Securities Purchase Agreement have agreed, at the option of Antarctica Holder, to promptly amend any applicable documents to extend such more favorable term or terms to Antarctica Holder.

In connection with such purchase of HiTech Series A Preferred Stock, Jindalee and Antarctica Holder executed a Parent Guarantee, dated as of April 9, 2026, pursuant to which Jindalee agreed to guarantee HiTech’s payment obligation in connection with the mandatory redemption of the HiTech Series A Preferred Stock and any Accrued Value if the Business Combination Agreement is terminated.

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The US Elemental Series A Preferred Stock will vote together with the US Elemental Common Stock after the Closing and shall rank senior to all existing and future classes of equity securities with respect to dividend and liquidation rights. The US Elemental Series A Preferred Stock will accrue dividends daily at the rate of (a) if paid in kind, 12.0% per annum of the original issue price, plus the amount of previously accrued dividends paid in kind, or (b) if paid in cash, 10.0% per annum of the original issue price, plus the amount of previously accrued dividends. Such dividends shall compound quarterly. Upon the occurrence and during the continuation of any Event of Default, the dividend rate shall automatically increase to 15.0% until such Event of Default is cured or waived. The initial conversion price for the US Elemental Series A Preferred Stock will be $1,000.00 per share, subject to customary anti-dilution adjustments. Starting on the six-month anniversary of the Closing and thereafter, on a quarterly basis through the second anniversary of the Closing, the conversion price will be subject to a downward adjustment based on the 20-day trailing volume-weighted average price of US Elemental Common Stock, provided that the conversion price will not be reduced below $7.50 per share. Following the Closing, US Elemental may redeem the US Elemental Series A Preferred Stock subject to certain premiums to the Accrued Value and the US Elemental Series A Preferred Stock will be redeemable at the option of Antarctica Holder at 100% of the Accrued Value after the fifth anniversary of the Closing. In the event of a change of control of US Elemental after the Closing, US Elemental will be required to offer to repurchase the US Elemental Series A Preferred Stock for cash at the greater of (i) the applicable call premium multiple of the Accrued Value, and (ii) the amount the holder of the US Elemental Series A Preferred Stock would receive if the US Elemental Series A Preferred Stock were converted into shares of US Elemental Common Stock. Commencing on the day after the Closing, as long as Antarctica Holder owns at least 20% of the US Elemental Series A Preferred Stock issued and outstanding as of the Closing, US Elemental or any of its successors shall not, without the affirmative vote or action by written consent of the holders of a majority of the US Elemental Series A Preferred Stock then outstanding: (i) alter or change the rights, preferences, or privileges of the US Elemental Series A Preferred Stock; (ii) increase or decrease the authorized number of shares of US Elemental Series A Preferred Stock, or issue any additional shares thereof; (iii) create any new class or series of shares having rights, preferences, or privileges senior to or on parity with the US Elemental Series A Preferred Stock; or (iv) amend, replace, or repeal the certificate of incorporation or bylaws in a manner that adversely affects the US Elemental Series A Preferred Stock.

The US Elemental Series A Preferred Investor Warrants to be issued at the Closing pursuant to the Securities Purchase Agreement will expire five years from the Closing and will be initially exercisable at $11.50 per share, subject to the same anti-dilution and other adjustments applicable to the US Elemental Series A Preferred Stock.

Additional Financing Opportunities

CSTA and US Elemental are engaged in various discussions with third parties in connection with the PIPE Financing, which may take the form of convertible preferred shares, ordinary shares or other equity or debt securities that would be issued in connection with the closing of the Business Combination. As of the date of this proxy statement/prospectus, no binding agreements with respect to such investments have been executed and there are no assurances that any such binding agreements will be executed prior to the closing of the Business Combination. Please see the section entitled “Risk Factors — CSTA may be unable to obtain additional financing to complete its initial business combination or to fund the operations and growth of a target business, which could compel CSTA to restructure or abandon a particular business combination.”

Registration Rights

Simultaneously with the Closing, each of US Elemental, the Sponsor and Jindalee, together with certain other persons listed on the signature pages thereto, will enter into the Registration Rights Agreement, pursuant to which, upon completion of the Business Combination, US Elemental will grant certain registration rights to the Sponsor and other holders of CSTA Class B Ordinary Shares and certain other holders of shares of US Elemental Common Stock. 150,000 CSTA Class B Ordinary Shares are subject to the Registration Rights Agreement and will convert into US Elemental Common Stock at Closing to the extent they are part of the Sponsor Equity Securities that the Sponsor may retain pursuant to the terms of the Business Combination. The Retained Sponsor Equity Securities that will be registrable securities under the Registration Rights Agreement include the continuing equity securities held by the Sponsor, which equal 7,633,750 CSTA Ordinary Shares minus 1,908,438 CSTA Ordinary Shares, that will be reduced by 500,000 CSTA Ordinary Shares for every full increment of $2,500,000 by which the aggregate PIPE Financing Amount falls below $25,000,000, with a floor of 4,500,000 CSTA Ordinary Shares. The Registration Rights

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Agreement provides, among other things, that, US Elemental agrees to file a shelf registration statement on Form S-1 or S-3 under the Securities Act with respect to its securities after Closing; holders holding Registrable Securities will be entitled to request in writing that US Elemental register the resale of any or all of such Registrable Securities on such shelf registration statement; US Elemental will indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission; and the holders of Registrable Securities, including Registrable Securities in any registration statement or prospectus, will agree to indemnify US Elemental and certain persons or entities related to US Elemental, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents.

Assumed Warrant Agreement

In connection with the Closing, US Elemental, CSTA and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”), will enter into the Warrant Assignment, Assumption and Amendment Agreement (the “Assumed Warrant Agreement”), which will amend that certain Warrant Agreement (the “Original Warrant Agreement”), dated as of November 3, 2021, and filed with the SEC on November 8, 2021, by and between CSTA and the Warrant Agent, which Original Warrant Agreement governs all of the CSTA Warrants. Pursuant to the Assumed Warrant Agreement, CSTA will assign to US Elemental all of CSTA’s right, title and interest in and to the Original Warrant Agreement and US Elemental will assume, and agree to pay, perform, satisfy and discharge in full, as the same become due, all of CSTA’s liabilities and obligations under the Original Warrant Agreement, as amended. As a result, each CSTA Warrant will automatically cease to represent a right to be exercised into CSTA Class A Ordinary Shares and will instead represent a right to be exercised into shares of US Elemental Common Stock pursuant to the terms and conditions of the Original Warrant Agreement, as amended. Pursuant to the Assumed Warrant Agreement, among other things (i) US Elemental will assume the obligations of CSTA under the Original Warrant Agreement, (ii) “Common Stock” or “shares” will mean the shares of US Elemental Common Stock; (iii) “stockholder” will mean US Elemental Stockholder; and (iv) the “Board of Directors” or any committee thereof will mean the US Elemental Board or any committee thereof.

Total Shares to be Issued in the Business Combination

CSTA Public Shareholders currently own approximately 0.6% of issued and outstanding CSTA Ordinary Shares, and CSTA Initial Shareholders currently own 7,600,000 CSTA Class A Ordinary Shares and 150,000 CSTA Class B Ordinary Shares equal to approximately 99.4% of issued and outstanding CSTA Ordinary Shares.

It is anticipated that, immediately after the Business Combination and if there are no redemptions, CSTA’s existing shareholders, including the Sponsor, will own approximately 10.0% of the outstanding US Elemental Common Stock (of which approximately 9.9% will be owned by the Sponsor and CSTA’s current and former directors and officers and approximately 0.1% will be owned by CSTA Public Shareholders) and Jindalee will own approximately 85.4% of the outstanding US Elemental Common Stock.

For a Description of US Elemental’s securities, see the section entitled “Description of Securities of US Elemental” which provides a description of US Elemental Common Stock and US Elemental Warrants.

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No Redemption
Scenario(1)

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25% Redemption
Scenario(2)

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50% Redemption
Scenario(3)

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75% Redemption
Scenario(4)

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Maximum
Redemption(5)

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CSTA Public Shareholders(6)

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46,529

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0.1

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34,897

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0.1

\n\t\t\t\t\t

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\n\t\t\t\t\t

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23,264

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\n\t\t\t\t\t\t

0.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

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11,632

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0.0

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—

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0.0

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Sponsor and CSTA directors and officers(7)

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\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Jindalee(8)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.4

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.4

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.5

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.5

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.5

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

PIPE Financing and other equity issuances(9)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,304,731

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,293,099

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,281,466

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,269,834

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,258,202

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

____________

* Percentages may not sum or recalculate exactly due to rounding.

(6) Represents CSTA Public Shares remaining outstanding after giving effect to the redemptions assumed in each scenario.

Table of Contents

Shares redeemed in connection with the Business Combination may differ from the amounts presented above. As such, the ownership percentages of current CSTA Shareholders may also differ from the presentation above if the actual redemptions are different from these assumptions.

Dilution

CSTA Shareholders who acquired CSTA Public Shares in the IPO will have their ownership interests diluted to the extent of the difference between the IPO price of $10.00 per CSTA Public Share sold in the IPO and the net tangible book value per share at the time of the Business Combination assuming various sources of material probable dilution described below but excluding the effects of the consummation of the Business Combination itself.

In addition to excluding the Business Combination, such presentation of dilution excludes (i) any shares reserved for issuance under the US Elemental 2026 Plan, (ii) any issuance of shares underlying the CSTA Warrants (described above), or (iii) any shares of US Elemental Preferred Stock and the issuance of any shares of US Elemental Common Stock or US Elemental Warrants to be issued in connection therewith.

\n\n\n\n\t\t\t\t\t\t

(in thousands, except share
and per share amounts)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

No Redemption
Scenario(1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

25%
Redemption
Scenario(2)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50%
Redemption
Scenario(3)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

75%
Redemption
Scenario(4)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Maximum
Redemption(5)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

IPO offering price per
share

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net Tangible Book Value as of June 30, 2026, as adjusted(6)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(11,735

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(11,900

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(12,065

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(12,231

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(12,396

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

As adjusted shares(7)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,646,915

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,635,283

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,623,650

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,612,018

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,600,386

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net tangible book value per share

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(1.36

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(1.38

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(1.40

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(1.42

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(1.44

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Dilution per share to Public Shareholders

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

11.36

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

11.38

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

11.40

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

11.42

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

11.44

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

____________

(1) Assumes that no Public Shareholder exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account, which is a redemption scenario that could occur.

(6) See table below for reconciliation of net tangible book value, as adjusted.

(7) As adjusted shares include CSTA Public Shares remaining after redemptions, 5,841,562 Sponsor shares (net of the Sponsor share forfeiture), and 2,758,824 PIPE shares. The table excludes 50,657,816 merger-related shares issued or issuable to HiTech/Jindalee, consisting of 50,000,000 merger consideration shares and 657,816 shares from conversion of the Continuing Parent Loan. The table also excludes 31,606,670 potential common shares, consisting of 15,800,000 SPAC warrants, 15,803,570 PubCo loan warrants, 1,550 warrants issued to the Series A Preferred holder, and 1,550 shares issuable upon conversion of the Series A Preferred Stock.

Table of Contents

The following table illustrates the as adjusted net tangible book value to the CSTA Shareholders and impact to the net tangible book value to the CSTA Shareholders as a result of transaction costs, funds released from the Trust Account at the Closing, the expected PIPE Investment proceeds, and reflects the issuance of shares of US Elemental Common Stock to holders of CSTA shares.

\n\n\n\n\t\t\t\t\t\t

(in thousands, except share
and per share amounts)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

No Redemption
Scenario(1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

25%
Redemption
Scenario(2)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50%
Redemption
Scenario(3)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

75%
Redemption
Scenario(4)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Maximum
Redemption(5)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Numerator adjustments

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net Tangible Book Value

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(20,733

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(20,733

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(20,733

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(20,733

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(20,733

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Less: Anticipated Transaction Expenses

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(14,452

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(14,452

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(14,452

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(14,452

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(14,452

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Closing PIPE investment proceeds

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,450

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,450

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,450

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,450

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,450

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Redemptions from the Trust Account

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(165

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(330

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(496

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(661

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net Tangible Book Value as of June 30, 2026, as adjusted

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(11,735

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(11,900

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(12,065

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(12,231

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(12,396

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Denominator adjustments

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

CSTA Public Shareholders

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

46,529

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

34,897

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,264

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

11,632

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Sponsor Shares

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

PIPE Investors(6)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

As adjusted CSTA shares outstanding

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,646,915

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,635,283

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,623,650

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,612,018

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,600,386

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

____________

(6) Assumes PIPE Investments of 2,758,824 shares are issued as part of the closing of the BCA to meet the minimum cash requirement for the consummation of the BCA.

Table of Contents

US Elemental is expected to have a maximum of 59,314,731 shares of US Elemental common stock outstanding or issuable immediately upon following the Closing (excluding shares issuable upon exercise of US Elemental Warrants) after giving effect to the Business Combination under the No Redemptions Scenario. Where there are redemptions, the valuation of CSTA is based on the offering price of each Public Share of $10.00 and is therefore calculated as: $10.00 (per share price at IPO) times 59,304,731 shares, or $593,047,310. The following table illustrates the valuation based on the offering price of the securities at the IPO price of $10.00 per share under each redemption scenario:

\n\n\n\n\t\t\t\t\t

\n\t\t\t\t\t\t

No Redemption
Scenario(1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

25%
Redemption
Scenario(2)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50%
Redemption
Scenario(3)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

75%
Redemption
Scenario(4)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Maximum
Redemption(5)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Valuation of shares issued to Public Shareholders

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

465,290

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

348,970

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

232,640

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

116,320

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Shares of US Elemental issued in exchange for Public Shares

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

46,529

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

34,897

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,264

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

11,632

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Valuation of shares held by Sponsor

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

58,415,620

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

58,415,620

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

58,415,620

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

58,415,620

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

58,415,620

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Shares of US Elemental issued in exchange for securities held by Sponsor

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Valuation of shares issued under PIPE Investment agreements

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

27,588,240

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

27,588,240

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

27,588,240

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

27,588,240

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

27,588,240

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Shares of US Elemental issued in exchange for securities held by PIPE Investors

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Valuation of shares issued to HiTech Shareholder as consideration

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

506,578,160

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

506,578,160

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

506,578,160

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

506,578,160

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

506,578,160

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Shares of US Elemental issued as consideration for HiTech equity

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total Valuation

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

593,047,310

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

592,930,990

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

592,814,660

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

592,698,340

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

592,582,020

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total shares of US Elemental Common Stock outstanding or issuable without further consideration at Closing

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,304,731

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,293,099

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,281,466

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,269,834

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,258,202

\n\t\t\t\t\t

____________

(6) Assumes PIPE Investments of 2,758,824 shares are issued as part of the closing of the BCA to meet the minimum cash requirement for the consummation of the BCA.

Table of Contents

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination assuming the No Redemptions Scenario (which assumes no redemptions in connection with the extraordinary general meeting to approve the Business Combination)*:

\n\n\n\n\t\t\t\t\t\t Sources \n\t\t\t\t\t			\n\t\t\t\t\t\t Uses* \n\t\t\t\t\t
\n\t\t\t\t\t\t ($ in Millions) \n\t\t\t\t\t
\n\t\t\t\t\t\t CSTA Cash \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 0.7 \n\t\t\t\t\t		\n\t\t\t\t\t\t New Equity to Jindalee \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 500.0 \n\t\t\t\t\t
\n\t\t\t\t\t\t HiTech Cash \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 0.3 \n\t\t\t\t\t			\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Proceeds from PIPE Financing** \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 23.5 \n\t\t\t\t\t		\n\t\t\t\t\t\t Cash to Balance Sheet \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 10 \n\t\t\t\t\t
\n\t\t\t\t\t\t Equity to Jindalee \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 500.0 \n\t\t\t\t\t		\n\t\t\t\t\t\t Transaction Expenses*** \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 14.5 \n\t\t\t\t\t
\n\t\t\t\t\t\t Total Sources \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 524.5 \n\t\t\t\t\t		\n\t\t\t\t\t\t Total Uses \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 524.5 \n\t\t\t\t\t

The following table summarizes the sources and uses for funding the Business Combination assuming CSTA Shareholders exercise their redemption rights assuming maximum redemption:

\n\n\n\n\t\t\t\t\t\t Sources \n\t\t\t\t\t			\n\t\t\t\t\t\t Uses* \n\t\t\t\t\t
\n\t\t\t\t\t\t ($ in Millions) \n\t\t\t\t\t
\n\t\t\t\t\t\t CSTA Cash \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 0.7 \n\t\t\t\t\t		\n\t\t\t\t\t\t New Equity to Jindalee \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 500.0 \n\t\t\t\t\t
\n\t\t\t\t\t\t HiTech Cash \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 0.3 \n\t\t\t\t\t		\n\t\t\t\t\t\t Cash to Balance Sheet \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 9.3 \n\t\t\t\t\t
\n\t\t\t\t\t\t Proceeds from PIPE Financing** \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 23.5 \n\t\t\t\t\t		\n\t\t\t\t\t\t Transaction Expenses*** \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 14.5 \n\t\t\t\t\t
\n\t\t\t\t\t\t Equity to Jindalee \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 500.0 \n\t\t\t\t\t		\n\t\t\t\t\t\t Redemptions \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 0.7 \n\t\t\t\t\t
\n\t\t\t\t\t\t Total Sources \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 524.5 \n\t\t\t\t\t		\n\t\t\t\t\t\t Total Uses \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 524.5 \n\t\t\t\t\t

____________

* The amount of CSTA cash reflects the amount in the Trust Account as of June 30, 2026.

** Consists of proceeds from the proposed sale of 2,758,824 shares of US Elemental Common Stock sold at $8.50 per share in the PIPE Financing prior to the Closing. As of the date hereof, no PIPE Financing or other transaction financing has been entered into or obtained. The parties intend to seek such financing prior to Closing to help satisfy the Minimum Cash Condition, but there can be no assurance that any such financing will be obtained. The amounts presented assume a PIPE Financing sufficient to satisfy such condition for illustrative purposes only.

*** Transaction Expenses of $14.5 million presented above include $4.34 million of Deferred Underwriting Fees payable to Morgan Stanley & Co. LLC in connection with CSTA’s initial public offering. Of the $10.85 million aggregate Deferred Underwriting Fees recorded on CSTA’s balance sheet, Deutsche Bank Securities Inc. waived its portion ($6.51 million) on April 13, 2026, which is reflected as a reduction of the corresponding of liability and is not included in Transaction Expenses above, as it does not represent a cash outflow at Closing. The remaining $4.34 million, payable to Morgan Stanley & Co. LLC, remains outstanding, will be cash-settled at Closing pursuant to the Business Combination Agreement, and is included within SPAC Transaction Expenses (as defined in the Business Combination Agreement) for purposes of this table and the Minimum Cash Condition.

Background of the Business Combination

As described in more details under “The Business Combination Proposal — The Background of the Business Combination,” the terms of the Business Combination Agreement are the result of arm’s-length negotiations between representatives of CSTA and HiTech/Jindalee. CSTA is a blank check company incorporated on November 20, 2020 as a Cayman Islands exempted company for the purpose of effecting a business combination with one or more businesses. On January 29, 2021, CSTA consummated its IPO of 31,000,000 CSTA Units at $10.00 per unit, generating gross proceeds of $310,000,000, and simultaneously consummated the CSTA Private Placement of 5,466,667 CSTA Private Placement Warrants to the Old Sponsor, generating additional gross proceeds of $8,200,000. A total of $310,000,000 of the net proceeds was placed in the Trust Account.

Following the IPO, CSTA commenced its search for potential business combination targets. In connection with the closing of the transactions contemplated by the Investment Agreement dated January 26, 2023, CSTA’s management changed and its mission became to support a target focused on bringing change to a rapidly changing segment of the global economy. Thereafter, CSTA’s management reviewed approximately 30 potential targets and

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determined that approximately 15 companies, including HiTech, merited more serious consideration. CSTA entered into non-disclosure agreements with more than 10 entities and signed two letters of intent and a non-binding offer with HiTech.

Between January 2023 and January 2026, CSTA held multiple shareholder meetings to extend the date by which it was required to consummate a business combination. In connection with these extension votes, significant redemptions occurred, reducing the number of publicly held CSTA Class A Ordinary Shares and the balance of the Trust Account. As of the 2026 Extension, there were 7,646,529 CSTA Class A Ordinary Shares outstanding, of which 46,529 are held by CSTA Public Shareholders, and the Trust Account balance was approximately $628,176.

On April 24, 2025, representatives of CSTA and representatives of HiTech and Jindalee began discussions regarding a potential transaction, following an introduction by Cohen & Company Capital Markets. Prior to this introduction, none of CSTA, the Sponsor, nor any of their respective officers or directors had any substantive discussions with, or any material relationship with, Jindalee, HiTech, or any of their respective affiliates. On September 3, 2025, CSTA and Jindalee executed a Non-Binding Term Sheet setting forth the principal terms of a proposed business combination, which contemplated that Jindalee would receive 50 million new shares in the post-business combination company initially valued at $10.00 per share, equating to an equity value of $500 million (subject to customary debt adjustments), along with a capital raise of $20 to $30 million or more.

Following execution of the Non-Binding Term Sheet, the parties undertook extensive due diligence, PIPE Financing marketing activities, and negotiation of definitive transaction documents. On December 8, 2025, Perkins Coie LLP, as counsel to HiTech, provided an initial draft of the Business Combination Agreement to Kirkland & Ellis LLP, as counsel to CSTA, and between December 2025 and April 2026 the parties exchanged numerous drafts and negotiated the terms of the Business Combination Agreement and ancillary documents. In parallel, CSTA, Jindalee and Antarctica Capital negotiated the terms of a convertible preferred stock investment totaling $4,000,000 to be funded in two tranches.

On March 27, 2026, the CSTA Board unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable and in the best interests of CSTA and its shareholders, and unanimously approved the Business Combination Agreement and the transactions contemplated thereby. In reaching its decision, the Board did not obtain a third-party valuation or fairness opinion, determining that such was not necessary in light of the analysis performed by CSTA’s management and consultants and the arm’s-length negotiations between the parties. On April 9, 2026, HiTech and CSTA entered into the Business Combination Agreement and the related ancillary agreements and issued a joint press release announcing the transaction.

For more information, also see below under “— The CSTA Board’s Reasons for the Approval of the Business Combination” and “— Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination.”

The CSTA Board’s Reasons for the Approval of the Business Combination

As described under “The Business Combination Proposal — The Background of the Business Combination,” the CSTA Board, in evaluating the Business Combination, consulted with CSTA’s management and advisors. In reaching its unanimous decision that the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are advisable and in the best interests of CSTA and its shareholders, and to recommend that the CSTA shareholders adopt the Business Combination Agreement and approve the Business Combination and other transactions contemplated thereby, the CSTA Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the proposed combination, the CSTA Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The CSTA Board contemplated its decision in the context of all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the CSTA Board’s reasons for approving the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Note Regarding Forward-Looking Statements.”

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Before reaching its decision, the CSTA Board reviewed the results of the due diligence conducted by CSTA’s management and CSTA’s advisors, which included:

• meetings and calls with HiTech’s management and advisors regarding the company’s operations and prospects;

• research on industry trends and other industry factors, including the federal, state and local regulatory environment in which HiTech operates;

• a review of HiTech’s material contracts, government incentives, employment matters, environmental and regulatory matters and other legal matters and documents, and certain other legal and commercial diligence;

• research on comparable companies operating in the industry;

• meetings and conference calls with HiTech’s management team, counsel and representatives regarding future operations, project timeline, business strategies and demand and potential growth in the lithium industry, among other customary due diligence matters;

• consultation with legal and financial advisors and industry experts;

• the Pre-Feasibility Study conducted on the McDermitt Lithium Project; and

• other financial and accounting diligence.

The CSTA Board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

• Industry Growth Prospects. The demand for lithium in connection with the production of electric vehicle batteries and battery energy storage systems has grown substantially in recent years and is expected to continue growing into the future. In addition, the federal prioritization of supply chain resilience is expected to cause demand for a reliable domestic lithium supply to strengthen.

• Experienced and Knowledgeable Management Team. The leadership team of HiTech is integral to its project development and brings robust industry and project-related experience. Given Jindalee’s current status as a public company, the management of the combined company will already have extensive relevant public company leadership experience.

• Government Cooperation. The McDermitt Lithium Project is part of the federal Fast-41 permitting program, which provides a coordinated federal framework to support the permitting process, and receives other cooperation with federal, state and local governments.

• Size of the Lithium Resource Base. The McDermitt Lithium Project is a unique Lithium Resource Base in the United States given the scale of the lithium deposit. The CSTA Board reviewed the Pre-Feasibility Study conducted on the McDermitt Lithium Project, which supports this factor.

• Negotiated Transaction. The financial and other terms of the Business Combination Agreement are the result of arm’s length negotiations between CSTA and HiTech and have been validated by their respective advisors as reasonable.

• Valuation Supported by Due Diligence. CSTA and its advisors satisfactorily engaged in a due diligence examination of HiTech, its business, its legal affairs and the McDermitt Lithium Project. CSTA and its advisors also prepared a valuation of HiTech which included a description of two publicly-traded peer companies, and the rationale for their inclusion in the peer set. When applying HiTech’s valuation contemplated in the Business Combination to its assumed lithium carbonate equivalent quantum and considering the stage of the project, CSTA determined that HiTech’s valuation was reasonable. The results of technical and legal due diligence validated the merits of HiTech’s business and the financial due diligence validated CSTA’s valuation of HiTech.

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• Other Alternatives. The CSTA Board believes, after reviewing more than 30 companies and engaging in targeted due diligence with ten companies, that the proposed Business Combination represents the best potential business combination opportunity for CSTA, for the reasons provided above.

The CSTA Board also considered a variety of uncertainties, risks and other potentially negative factors relating to the Business Combination including, but not limited to, redemptions, complexities related to the shareholder vote, litigation and threats of litigation and broader, macro risks, including the following issues and risks:

• Early Stage Company Risk. The risk that HiTech is an early-stage company, with a history of financial losses and expects to incur significant expenses and continuing losses for the foreseeable future. HiTech is an exploration stage company and does not yet have any operations, which mitigates the attractiveness of the investment opportunity.

• Execution Risk. Given the nature of HiTech’s business and its early stage of operations, a failure to successfully secure additional financing or to successfully progress project development will result in a substantially negative outcome for the combined company.

• Anticipated Benefits May Not be Achieved. The potential benefits of the Business Combination, as described above, may not be fully achieved, or may not be achieved within the expected timeline. For example, the development of McDermitt Lithium Project will require significant investment and, while HiTech has begun preliminary steps, it has not yet begun to extract minerals from the property.

• Macroeconomic Risks. The last several years have brought significant macroeconomic uncertainty, which could continue and have a negative effect on the resulting company’s access to capital and business operations.

• Long-Term Demand. There is a possibility of a shift in demand for lithium in the medium- to long-term, which could negatively impact HiTech’s business if such a shift were to include lessened demand for lithium or progress at a slower rate than is presently anticipated.

• Closing Conditions. The Business Combination is conditioned on the satisfaction of certain closing conditions that are not within CSTA’s control, including the Minimum Cash Condition and approval by the Nasdaq of the initial listing application.

• Potential Litigation. The possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

• Fees and expenses. The fees and expenses associated with completing the Business Combination, including with respect to the proxy solicitation, potential litigation, registration of the shares of the resulting company, listing on the stock exchange and regulatory approvals, may exceed CSTA’s and HiTech’s available resources.

• Liquidation of CSTA. If the Business Combination is not completed for any reason, after the CSTA Board’s and management’s focus and resources have been directed exclusively to HiTech and diverted from other business combination opportunities, there is a risk that CSTA may be unable to effect a business combination in the requisite time frame and, consequently, may be forced to liquidate.

• Other Risk Factors. The CSTA Board additionally considered the various other risk factors described in the section titled “Risk Factors” beginning on page 41 of this proxy statement/prospectus.

In addition to considering the factors described above, the CSTA Board also considered that some officers and directors of CSTA might have interests in the Business Combination as individuals that are in addition to, and that may be different from, the interests of CSTA’s shareholders. CSTA’s independent directors reviewed and considered these interests during the negotiation of the Business Combination Agreement and in evaluating and unanimously approving, as members of the CSTA Board, the Business Combination Agreement and the transactions contemplated thereby. A majority of the directors who are not employees of CSTA did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the Business Combination or preparing a report concerning the approval of the Business Combination.

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The CSTA Board concluded that the potential benefits that it expected CSTA and its shareholders to achieve as a result of the Business Combination outweighed the potentially negative factors associated with the Business Combination. Accordingly, the CSTA Board unanimously determined that the Business Combination Agreement, and the transactions contemplated thereby, were advisable, fair to and in the best interests of CSTA and its shareholders.

Compensation to be Received by the Sponsor, Antarctica Holder, and CSTA’s Officers and Directors in Connection with the Business Combination and the Securities Purchase Agreement

Set forth below is a summary of the amount of compensation and securities received or to be received by the Sponsor, Antarctica Holder, and CSTA’s current officers and directors in connection with the Business Combination and the Securities Purchase Agreement.

\n\n\n\n\t\t\t\t\t

\n\t\t\t\t\t\t

Securities to be Received

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\n\t\t\t\t\t\t

Other Compensation

\n\t\t\t\t\t

\n\t\t\t\t\t\t

The Sponsor

\n\t\t\t\t\t

\n\t\t\t\t\t\t

7,633,750 shares of US Elemental Common Stock (with respect to 7,600,000 CSTA Class A Ordinary Shares and 33,750 CSTA Class B Ordinary Shares held by the Sponsor as of the date of this proxy statement/prospectus; such CSTA Ordinary Shares were initially purchased by the Sponsor at an approximate per share price of $0.003 per share) and 5,466,667 US Elemental Warrants to be issued by US Elemental upon assumption 5,466,667 CSTA Private Placement Warrants that were initially purchased by the Sponsor at $1.50 per warrant.

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Reimbursement for Working Capital Loans and promissory notes in connection with the deposits made into the Trust Account in order to extend the Termination Date of CSTA. We anticipate that (i) loans made by the Sponsor or any of its affiliates to CSTA in an amount of approximately $ will be converted into approximately US Elemental Private Placement Warrants and (ii) loans made by the Sponsor or any of its affiliates to CSTA in an amount of approximately $ will be repaid in cash, each in connection with the consummation of the Business Combination. As of the date of this proxy statement/prospectus, there are loans extended, fees due or outstanding out-of-pocket expenses amounting in the aggregate to $ for which the Sponsor and CSTA’s officers and directors are awaiting reimbursement in cash or through the conversion into CSTA Private Placement Warrants. HiTech and CSTA have agreed pursuant to the terms of the Business Combination Agreement that working capital loans (including extension funding loans) to CSTA in excess of $1,500,000 may be converted into CSTA Private Placement Warrants at $1.50 per CSTA Private Placement Warrant in order to preserve cash for the combined company following the Closing; for a description of such loans, see “CSTA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and for a description of the treatment of such loans in the Business Combination, see “The Business Combination Proposal.”

\n\t\t\t\t\t

\n\t\t\t\t\t\t

$10,000 per month through the Closing for office space, secretarial and administrative services. As of June 30, 2026, CSTA incurred $420,000 in fees for these services, which are reported as due to related party in CSTA’s balance sheet as of June 30, 2026.

\n\t\t\t\t\t\t

Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.

\n\t\t\t\t\t

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\n\t\t\t\t\t\t

Securities to be Received

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Other Compensation

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Antarctica Holder, an affiliate of Antarctica Capital and the Sponsor

\n\t\t\t\t\t

\n\t\t\t\t\t\t

In connection with the signing of the Business Combination Agreement, the Company entered into the Securities Purchase Agreement with Antarctica Holder, an affiliate of Antarctica Capital and the Sponsor, pursuant to which, among other things, Antarctica Holder committed to provide $4.0 million of financing to US Elemental, consisting of $1.55 million funded on the date of the Business Combination Agreement and $2.5 million expected to be funded at Closing. The initial $1.55 million was funded on April 9, 2026 through the purchase of 1,550 shares of the HiTech Series A Preferred Stock. The HiTech Series A Preferred Stock will be exchanged for US Elemental Series A Preferred Stock at Closing and may give rise to additional warrants at the time of closing based on its accrued value and conversion price. At the Closing, US Elemental will also issue a number of US Elemental Series A Preferred Investor Warrants to Antarctica Holder or its permitted transferees that is equal to the Accrued Value divided by the Conversion Price, in each case, measured as of the date of Closing.

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Registration rights and certain indemnification rights

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\n\t\t\t\t\t\t

CSTA’s current directors and officers

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\n\t\t\t\t\t\t

Reimbursement for out-of-pocket expenses incurred related to identifying, negotiating, investigating and completing the Business Combination; no such amounts are outstanding as of the date of this proxy statement/prospectus.

\n\t\t\t\t\t\t

Continued indemnification and the continuation of directors’ and officer’s liability insurance after the Business Combination.

\n\t\t\t\t\t

The securities to be issued to the Sponsor, Antarctica Holder, and CSTA’s current officers and directors may result in a material dilution of the equity interests of non-redeeming public shareholders. None of the funds in the Trust Account will be used to compensate our officers or directors. Except for administrative services fees and office rental fees paid or to be paid to the Sponsor, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, Antarctica Holder, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, as detailed above, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations, as discussed above. The reimbursement of expenses and advances to the Sponsor, Antarctica Holder, and CSTA’s officers and directors may result in a material dilution of the equity interests of non-redeeming CSTA Public Shareholders.

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Potential conflicts of interest in connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (i) the Sponsor, CSTA’s officers and directors, HiTech’s officers and directors and (ii) unaffiliated security holders of CSTA. Jindalee, HiTech and US Elemental directors and officers have interests in the Business Combination that are different from, or in addition to, those of the CSTA shareholders and directors and officers. The following is a summary of the material conflicts of interest applicable to the Business Combination:

Sponsor Economic Interests. The Sponsor currently owns approximately 97.7% of the outstanding CSTA Ordinary Shares (7,600,000 CSTA Class A Ordinary Shares and 33,750 CSTA Class B Ordinary Shares) and 5,466,667 CSTA Private Placement Warrants. These securities were acquired at a nominal cost — the Founder Shares were initially purchased for an aggregate of $25,000 (approximately $0.003 per share) and the CSTA Private Placement Warrants were purchased at $1.50 per warrant. Because of this nominal investment, the Sponsor can earn a positive rate of return on its investment even if the market price of US Elemental Common Stock after Closing is substantially below $10.00 per share, at which price public shareholders who purchased in the IPO may experience a negative rate of return. If the Business Combination is not consummated by the Termination Date, the Sponsor will lose its entire investment, which creates an incentive to complete a business combination that may be less favorable to public shareholders than liquidation. The Sponsor has also agreed to vote all of its CSTA Ordinary Shares in favor of the Business Combination.

Private Placement Warrants. The Sponsor holds 5,466,667 CSTA Private Placement Warrants, which were purchased at $1.50 per warrant and are exercisable for CSTA Class A Ordinary Shares at $11.50 per share. Upon consummation of the Business Combination, these warrants will be assumed by US Elemental. If CSTA does not consummate a business combination by the Termination Date, the Private Placement Warrants will become worthless. Unlike public warrants, the Private Placement Warrants are not redeemable by CSTA so long as they are held by the Sponsor or its permitted transferees.

Working Capital Loans and Expense Reimbursements. At Closing, we anticipate that loans made by the Sponsor or any of its affiliates to CSTA in excess of $1,500,000 will be converted into US Elemental Private Placement Warrants at $1.50 per CSTA Private Placement Warrant. For more information on the loans being converted into US Elemental Loan Warrants and being reimbursed in cash, see “— Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination.” Additionally, the Sponsor and CSTA’s officers and directors may be reimbursed for in cash for loans extended to CSTA or out-of-pocket expenses incurred in connection with identifying and negotiating the Business Combination. Such expense reimbursements and loan conversion rights could influence the Sponsor’s incentives to consummate a business combination.

Antarctica Holder’s Investment. Antarctica Holder, an affiliate of Antarctica Capital and the Sponsor, has committed to provide $4.0 million of financing to US Elemental pursuant to the Securities Purchase Agreement, which will result in Antarctica Holder receiving US Elemental Series A Preferred Stock and US Elemental Series A Preferred Investor Warrants. This additional investment by an affiliate of the Sponsor could influence the Sponsor’s incentives in connection with the Business Combination.

CSTA Officers and Directors. CSTA’s officers and directors have interests in the Business Combination that differ from, or are in addition to, those of public shareholders. CSTA’s officers and directors have indirect economic interests in the Sponsor and therefore in the Founder Shares and Private Placement Warrants. In addition, CSTA’s officers and directors will be entitled to continued indemnification and directors’ and officers’ liability insurance following the Business Combination.

Fiduciary and Contractual Obligations. Certain of CSTA’s officers and directors presently have, and in the future may have, fiduciary or contractual obligations to other entities, including other SPACs or investment vehicles, pursuant to which such officer or director may be required to present business combination opportunities to such other entity instead of CSTA. Under the CSTA Organizational Documents, CSTA has renounced any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or corporate opportunity that may be presented to any director or officer. For more information on these conflicts of interest, see “Questions and Answers for CSTA Shareholders — What is the effective purchase price attributed to the US Elemental Common Stock to be received by the CSTA Public Shareholders, the Sponsor and its affiliates and Jindalee at Closing?”, “— Interests of

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CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination,” “— Compensation to be Received by the Sponsor, Antarctica Holder, and CSTA’s Officers and Directors in Connection with the Business Combination and the Securities Purchase Agreement,” and “Management of CSTA — Conflicts of Interest.”

CSTA Extraordinary General Meeting

CSTA is furnishing this proxy statement/prospectus to its shareholders as part of the solicitation of proxies by its Board for use at the extraordinary general meeting be held on , 2026, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to you on or about , 2026. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct how your vote shall be cast at the extraordinary general meeting.

Date, Time and Place of extraordinary general meeting

The extraordinary general meeting will be virtually held at 10:00 a.m. Eastern Time on , 2026, or at such other time, on such other date and at such other place to which the meeting may be adjourned or postponed. The extraordinary general meeting can be accessed via live webcast by visiting , where you will be able to listen to the meeting live and vote during the meeting.

Voting Power; Record Date

You will be entitled to vote or direct votes to be cast at the extraordinary general meeting if you owned CSTA Ordinary Shares as of the close of business on 2026, which is the Record Date for the extraordinary general meeting. You are entitled to one vote for each CSTA Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. As of the date of this proxy statement/prospectus, there were 7,796,529 CSTA Ordinary Shares issued and outstanding. CSTA Public Shareholders currently own 46,529 CSTA Ordinary Shares, equal to approximately 0.6% of issued and outstanding CSTA Ordinary Shares, and CSTA Initial Shareholders currently own 7,600,000 CSTA Class A Ordinary Shares and 150,000 CSTA Class B Ordinary Shares equal to approximately 99.4% of issued and outstanding CSTA Ordinary Shares.

Registering for the extraordinary general meeting

Pre-registration for virtual attendance at the extraordinary general meeting is recommended but is not required in order to attend through the following website: https://www.cstproxy.com/ .

Any shareholder wishing to attend the virtual meeting should register for the meeting by , 2026. To register for the extraordinary general meeting, please follow these instructions as applicable to the nature of your ownership of our ordinary shares:

If your shares are registered in your name with Continental Stock Transfer & Trust Company and you wish to attend the online-only extraordinary general meeting, go to https://www.cstproxy.com/ , enter the 12-digit control number included on your proxy card or notice of the meeting and click on the “Click here to preregister for the online meeting” link at the top of the page. Just prior to the start of the meeting you will need to log back into the meeting site using your control number. Pre-registration is recommended but is not required in order to attend.

Beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) who wish to attend the virtual meeting must obtain a legal proxy by contacting their account representative at the bank, broker, or other nominee that holds their shares and e-mail a copy (a legible photograph is sufficient) of their legal proxy to proxy@continentalstock.com. Beneficial shareholders who e-mail a valid legal proxy will be issued a 12-digit meeting control number that will allow them to register to attend and participate in the extraordinary general meeting. After contacting Continental Stock Transfer & Trust Company, a beneficial holder will receive an e-mail prior to the meeting with a link and instructions for entering the virtual meeting. Beneficial shareholders should contact Continental Stock Transfer & Trust Company at least five (5) business days prior to the meeting date in order to ensure access.

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Quorum and Required Vote for Proposals for the extraordinary general meeting

A quorum of our shareholders is necessary to hold a valid meeting. The presence (which would include presence at the virtual extraordinary general meeting), in person or by proxy, of shareholders holding a majority of the CSTA Ordinary Shares entitled to vote at the extraordinary general meeting constitutes a quorum at the extraordinary general meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. The Sponsor, who owns approximately 97.9% of the issued and outstanding CSTA Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, no additional CSTA Ordinary Shares held by CSTA Public Shareholders would be required to be present at the extraordinary general meeting to achieve a quorum. Because all of the Proposals to be voted on at the extraordinary general meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any Proposals unless instructed, so CSTA does not expect there to be any broker non-votes at the extraordinary general meeting.

The following votes are required to approve each Proposal:

The Proposals

The Business Combination Proposal

CSTA is proposing that its shareholders approve and adopt a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Business Combination Agreement, a copy of which is attached to this proxy statement/prospectus as Annex A, which, among other things, provides for the Share Exchange and the Initial Merger, the Merger Sub 2 Transfer and the Acquisition Merger, and (b) approving the other transactions contemplated by the Business Combination Agreement and related agreements described in this proxy statement/prospectus.

The Merger Proposal

CSTA is proposing that its shareholders approve and adopt a proposal to approve Plan of Initial Merger which is attached to this proxy statement/prospectus as Annex B, and to authorize the Initial Merger whereby CSTA will merge with and into Merger Sub 1 and upon which the separate corporate existence of CSTA will cease and Merger Sub 1 will become the surviving corporation.

The Adjournment Proposal

CSTA is proposing that its shareholders approve and adopt a proposal to adjourn the extraordinary general meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if CSTA is unable to consummate the Business Combination for any reason.

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Recommendation to CSTA Shareholders

After careful consideration, the CSTA Board has concluded that the Business Combination is in the best interests of CSTA Shareholders. Our directors believe that the Proposals being presented at the extraordinary general meeting are in the best interests of CSTA Shareholders, and they recommend that CSTA Shareholders vote FOR each of the Proposals.

Neither CSTA nor the Sponsor has received any report, opinion (including any fairness opinion), or appraisal from an outside party or an unaffiliated representative that is materially related to the Business Combination.

The existence of financial and personal interests of one or more of CSTA’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of CSTA and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Proposals. In addition, CSTA’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “— Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination” for a further discussion of these considerations.

Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination

In considering the recommendation of the CSTA Board to vote in favor of the Business Combination, shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors, officers and advisors and HiTech’s current owner have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to our shareholders that they approve the Business Combination. CSTA Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

• the fact that the Sponsor has irrevocably waived the anti-dilution adjustments set forth in the CSTA Organizational Documents with respect to the CSTA Class B Ordinary Shares that it holds;

• the fact that the Sponsor has invested in CSTA an aggregate of $8,225,000, comprised of the $25,000 purchase price for 7,750,000 Founder Shares and the $8,200,000 purchase price for 5,466,667 CSTA Private Placement Warrants. Assuming a trading price of $ per CSTA Class A Ordinary Share (based upon the closing price of the CSTA Class A Ordinary Shares on OTCID on , 2026), the founder shares to held by the Sponsor following the forfeiture of shares in connection with the consummation of the Business Combination would have an implied aggregate market value of approximately $ , representing unrealized gain for the Sponsor of approximately $ . Even if the trading price of the shares of US Elemental Common Stock were as low as approximately $ per share, the aggregate market value of the founder shares to be retained by the Sponsor alone (without taking into account the value of the CSTA Private Placement Warrants) would be approximately equal to the initial investment in CSTA by the Sponsor. As a result, if the Business Combination is completed,

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the Sponsor is likely to be able to make a substantial profit on its investment in CSTA at a time when shares of US Elemental Common Stock have lost significant value. On the other hand, if CSTA liquidates without completing a business combination before the Termination Date, the Sponsor will lose its entire investment in CSTA;

• the fact that the Sponsor (and CSTA’s officers and directors who are members of the Sponsor) can earn a positive rate of return on their investment, even if other CSTA Shareholders experience a negative rate of return in the US Elemental Common Stock, including if the share price of the US Elemental Common Stock after the Closing falls below the price initially paid for the CSTA Units in the IPO;

• the fact that Sponsor has agreed to waive its right to liquidating distributions from the Trust Account with respect to any Ordinary Shares (other than Public Shares) held by them if CSTA fails to complete an initial business combination by the Termination Date;

• The fact that Antarctica Holder, an affiliate of Antarctica Capital and the Sponsor, has committed to provide $4.0 million of financing to US Elemental pursuant to the Securities Purchase Agreement, which will result in Antarctica Holder receiving US Elemental Series A Preferred Stock and US Elemental Series A Preferred Investor Warrants;

• the fact that Sponsor has the right to designate one member of the US Elemental Board;

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Jindalee Shareholder Approval

The approval of the Business Combination by a vote of the shareholders of Jindalee is a condition to consummation of the Business Combination, according to the Business Combination Agreement. This vote requires that a majority of the votes cast by the holders of Jindalee Shares are cast in favor of the Business Combination. On June 30, 2026, the Business Combination was approved by holders of Jindalee Shares at the Jindalee Shareholder Meeting.

Risk Factors

In evaluating the Proposals set forth in this proxy statement/prospectus, you should carefully read this proxy statement/prospectus, including the annexes and the other documents referred to herein, for a discussion of factors, including the risks to holders of CSTA Ordinary Shares who do not redeem in connection with the extraordinary general meeting, you should consider carefully before making an investment decision.

Controlled Company Exemption

Following the completion of the Business Combination, Jindalee will control a majority of the voting power of the outstanding shares of US Elemental Common Stock. As a result, US Elemental will be a “controlled company” within the meaning of the Nasdaq rules, and US Elemental may qualify for and rely on exemptions from certain corporate governance requirements. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements to:

• have a board that includes a majority of “independent directors”, as defined under Nasdaq rules;

• have a compensation committee of the board that is comprised entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• have independent director oversight of director nominations.

US Elemental may rely on the exemption from having a board that includes a majority of “independent directors” as defined under Nasdaq rules. US Elemental may elect to rely on additional exemptions and it will be entitled to do so for as long as US Elemental is considered a “controlled company”, and to the extent it relies on one or more of these exemptions, holders of shares of US Elemental Common Stock will not have the same protections afforded to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.

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Accounting Treatment for the Business Combination

The Business Combination is expected to be accounted for as a reverse recapitalization under U.S. GAAP, whereby CSTA is treated as the acquired company and HiTech is treated as the acquirer. HiTech has been determined to be the accounting acquirer because HiTech’s existing equity holder, Jindalee, is expected to have a controlling financial interest in the combined company under both the no redemption and maximum redemption scenarios, with approximately 85% of the voting interest in each scenario, and the ability to nominate and elect the majority of the US Elemental Board. Accordingly, the Business Combination is not expected to be treated as a business combination under “Accounting Standards Codification Topic 805, Business Combinations”; rather, it is expected to be treated as the equivalent of HiTech issuing shares to acquire the net assets of CSTA, which consists primarily of cash held in the Trust Account. No goodwill or other intangible assets will be recognized as a result of the Business Combination. Upon the consummation of the Business Combination, the consolidated financial statements of the combined company will represent a continuation of HiTech’s historical financial statements, it is expected to be treated as the equivalent of HiTech issuing shares to acquire the cash held in the Trust Account. The historical equity of HiTech has been retroactively recast to reflect the post-closing legal capital structure of the combined company.

U.S. Federal Income Tax Considerations

For a discussion summarizing certain U.S. federal income tax considerations in connection with the Business Combination, please see section entitled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations” of this proxy statement/prospectus.

CSTA Appraisal Rights

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

Redemption Rights

Pursuant to the CSTA Organizational Documents, a CSTA Public Shareholder may request that CSTA redeem its CSTA Public Shares for cash contemporaneously with the vote to approve the Business Combination. If the Business Combination is approved, CSTA will pay to the CSTA Public Shareholders that have been validly tendered or delivered for redemption a pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination and including interest earned on the funds held in the Trust Account not previously released to CSTA for permitted withdrawals. As a CSTA Public Shareholder, you will be entitled to receive cash for any CSTA Public Shares to be redeemed only if you (i) hold CSTA Public

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Shares and (ii) prior to 5:00 p.m., Eastern Time, on , 2026 (two business days prior to the initially scheduled vote at the extraordinary general meeting), (a) submit a written request to the CSTA Transfer Agent in which you (I) request that CSTA redeem all or a portion of your CSTA Public Shares for cash, and (II) identify yourself as the beneficial holder of the CSTA Public Shares and provide your legal name, phone number and address, and (b) deliver your CSTA Public Shares to the CSTA Transfer Agent physically or electronically through DTC.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to the CSTA Transfer Agent in order to validly redeem its shares. CSTA Public Shareholders may seek to have their CSTA Public Shares redeemed by CSTA, regardless of whether they vote for or against the Business Combination Proposal or any other proposal and whether they held CSTA Ordinary Shares as of the record date or acquired them after the record date. Any CSTA Public Shareholder who holds CSTA Ordinary Shares on or before , 2026 (two business days prior to the initially scheduled vote at the extraordinary general meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata portion of the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination and including interest earned on the funds held in the Trust Account not previously released to CSTA for permitted withdrawals. For illustrative purposes, based on funds in the Trust Account of approximately $ on , 2026, the estimated per share redemption price is expected to be approximately $ . A CSTA Public Shareholder who has properly tendered or delivered his, her or its CSTA Public Shares for redemption will be entitled to receive his, her or its pro rata portion of the aggregate amount then on deposit in the Trust Account in cash for such shares only if the Business Combination is completed. If the Business Combination is not completed, the redemptions will be canceled and the tendered shares will be returned to the relevant CSTA Public Shareholders as appropriate. If a CSTA Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its CSTA Public Shares for cash and will no longer own any shares.

CSTA Public Shareholders who seek to redeem their CSTA Public Shares must demand redemption no later than 5:00 p.m., Eastern Time, on , 2026 (two business days prior to the initially scheduled vote at the extraordinary general meeting) by (a) submitting a written request to the CSTA Transfer Agent that CSTA redeem such holder’s CSTA Public Shares for cash, (b) affirmatively certifying in such request to the CSTA Transfer Agent for redemption if such holder is acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other shareholder with respect to CSTA Class A Ordinary Shares and (c) tendering or delivering their redeemable CSTA Class A Ordinary Shares, either physically or electronically through the DWAC system, at the holder’s option, to the CSTA Transfer Agent prior to the extraordinary general meeting. If you hold the shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered or delivered to the CSTA Transfer Agent (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The CSTA Transfer Agent will typically charge the tendering broker a nominal fee and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

Notwithstanding the foregoing, a CSTA Public Shareholder, together with any affiliate of his, her, its or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking redemption rights with respect to more than 15% of the CSTA Public Shares. Accordingly, any shares held by a CSTA Public Shareholder or “group” in excess of such 15% cap will not be redeemed by CSTA.

Any request for redemption, once made by a CSTA Public Shareholder, may not be withdrawn after 5:00 p.m., Eastern Time, on , 2026 (two business days prior to the initially scheduled vote at the extraordinary general meeting) unless the CSTA Board determines (in its sole discretion) to permit the withdrawal of such redemption request (which it may do in whole or in part). Furthermore, if a CSTA Public Shareholder demands redemption of such shares and subsequently decides prior to 5:00 p.m., Eastern Time, on , 2026 (two business days prior to the initially scheduled vote at the extraordinary general meeting) not to elect to exercise such rights, he or she may simply request that the CSTA Transfer Agent return the shares (physically or electronically).

Any corrected or changed written demand of redemption rights must be received by CSTA’s secretary two business days prior to the vote taken on the Business Combination Proposal at the extraordinary general meeting. No demand for redemption will be honored unless the CSTA Public Shareholder’s share certificates (if any) and other redemption forms have been delivered (either physically or electronically) to the CSTA Transfer Agent at least two business days prior to the initially scheduled vote at the extraordinary general meeting.

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CSTA Public Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates (if any) and other redemption forms should allow sufficient time to obtain physical certificates from the CSTA Transfer Agent and time to effect delivery. It is CSTA’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the CSTA Transfer Agent. However, CSTA does not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in “street name” will have to coordinate with their banks, brokers or other nominees to have the shares certificated or delivered electronically. There is a cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The CSTA Transfer Agent will typically charge a nominal fee to the tendering broker and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder. In the event the Business Combination is not completed, this may result in an additional cost to shareholders for the return of their shares.

A CSTA Public Shareholder will be entitled to receive cash for these shares only if the shareholder properly demands redemption as described above and the Business Combination is completed. If a CSTA Public Shareholder properly seeks redemption and the Business Combination is completed, CSTA will redeem these shares for cash and the holder will no longer own these shares following the Business Combination. If the Business Combination is not completed for any reason, then the CSTA Public Shareholders who exercised their redemption rights will not be entitled to receive cash for their shares. In such case, CSTA will promptly return any shares delivered by the CSTA Public Shareholders. The closing price of the CSTA Class A Ordinary Shares on , 2026 was $ . The cash held in the Trust Account as of , 2026 was approximately $ per CSTA Public Share. Prior to exercising redemption rights, shareholders should verify the market price of CSTA Class A Ordinary Shares as they may receive higher proceeds from the sale of their shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. CSTA cannot assure its shareholders that they will be able to sell their CSTA Public Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares. A CSTA Public Shareholder who properly exercises its redemption rights pursuant to the procedures set forth herein will be entitled to receive a full pro rata portion of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the business combination, including interest earned on the Trust Account not previously released to CSTA for permitted withdrawals.

Directors and Officers of US Elemental following the Business Combination

Upon the Closing, the US Elemental Board will consist of five directors, including one director designated by CSTA. US Elemental will have the right to appoint the remaining members of the five-member board of directors. Upon the Closing, the US Elemental Board will be divided into three classes and will have staggered three-year terms.

US Elemental’s directors and executive officers upon consummation of the Business Combination, and their ages, as of the date of this proxy statement/prospectus, are expected to be as follows:

\n\n\n\n\t\t\t\t\t\t Name \n\t\t\t\t\t	\n\t\t\t\t\t\t Age \n\t\t\t\t\t	\n\t\t\t\t\t\t Position \n\t\t\t\t\t
\n\t\t\t\t\t\t Lindsay Dudfield \n\t\t\t\t\t	\n\t\t\t\t\t\t 69 \n\t\t\t\t\t	\n\t\t\t\t\t\t Chair of the Board \n\t\t\t\t\t
\n\t\t\t\t\t\t Ian Rodger \n\t\t\t\t\t	\n\t\t\t\t\t\t 39 \n\t\t\t\t\t	\n\t\t\t\t\t\t Chief Executive Officer and Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Tristan Garthe \n\t\t\t\t\t	\n\t\t\t\t\t\t 43 \n\t\t\t\t\t	\n\t\t\t\t\t\t Chief Financial Officer \n\t\t\t\t\t
\n\t\t\t\t\t\t Darren Wates \n\t\t\t\t\t	\n\t\t\t\t\t\t 49 \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Wayne Zekulich \n\t\t\t\t\t	\n\t\t\t\t\t\t 65 \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Jarett Goldman \n\t\t\t\t\t	\n\t\t\t\t\t\t 40 \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t

CSTA has designated Jarett Goldman to serve on the US Elemental Board. US Elemental has designated Lindsay Dudfield, Ian Rodger, Darren Wates and Wayne Zekulich to serve on the US Elemental Board. For more information on the new directors and management of US Elemental, see “Management of US Elemental After the Business Combination.”

Quotation of US Elemental Securities

It is anticipated that shares of US Elemental Common Stock will be traded on Nasdaq under the symbol “ULIT” and the US Elemental Warrants will be traded on Nasdaq under the symbol “ULITW” following the closing of the Business Combination.

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UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

The following unaudited pro forma combined financial information presents the combination of the historical financial statements of US Elemental, HiTech, and CSTA, adjusted to give effect to the Business Combination. The following unaudited pro forma combined financial information has been prepared in accordance with Article 11 of Regulation S-X.

The unaudited pro forma combined balance sheet as of June 30, 2026 combines the historical balance sheets of US Elemental, HiTech and CSTA on a pro forma basis as if the Business Combination had occurred on June 30, 2026. The unaudited pro forma combined statement of operations for the year ended June 30, 2026 combines the historical statements of operations of US Elemental, HiTech, and CSTA on a pro forma basis as if the Business Combination had been consummated on July 1, 2025, the beginning of the period presented.

HiTech has a fiscal year ending June 30, US Elemental has a fiscal year ending June 30, and CSTA has a fiscal year ending December 31. The pro forma combined financial information is presented on the basis of US Elemental and HiTech’s fiscal year and combines the historical results of the fiscal periods of US Elemental, HiTech, and CSTA.

The unaudited pro forma combined balance sheet as of June 30, 2026 has been prepared using the following:

• US Elemental’s audited balance sheet as of June 30, 2026;

• HiTech’s audited balance sheet as of June 30, 2026; and

• CSTA’s unaudited balance sheet as of June 30, 2026.

The unaudited pro forma combined statement of operations for the year ended June 30, 2026 have been prepared using the following:

• US Elemental’s audited statement of operations for the period from March 3, 2026 (inception) through June 30, 2026;

• HiTech’s audited statement of operations for the year ended June 30, 2026; and

• CSTA’s audited statement of operations for the year ended December 31, 2025, adjusted to (i) include CSTA’s unaudited statement of operations for the six months ended June 30, 2026 and (ii) exclude CSTA’s unaudited statement of operations for the six months ended June 30, 2025.

The unaudited pro forma combined financial information is presented for illustrative purposes only. It does not purport to represent what the actual results of operations or financial condition of the combined company would have been had the Business Combination occurred on the dates indicated, nor is it necessarily indicative of future results of operations or financial condition. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable as of the date on which this unaudited pro forma condensed combined financial information is prepared; however, such adjustments are subject to change as additional information becomes available and as additional analyses are performed. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected in this proxy statement/prospectus due to a variety of factors. Assumptions and estimates underlying the unaudited pro forma adjustments included in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma combined financial information was derived from and should be read together with the accompanying notes to the unaudited pro forma combined financial information, the financial statements of US Elemental, HiTech and CSTA included in this proxy statement/prospectus, the sections titled “HiTech’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “CSTA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and other information relating to HiTech and CSTA contained in this proxy statement/prospectus, including the Business Combination Agreement, and the description of certain terms thereof set forth in the section titled “The Business Combination Proposal — The Business Combination Agreement.”

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Description of the Business Combination

On April 9, 2026, HiTech, CSTA, US Elemental and the applicable merger subsidiaries entered into a Business Combination Agreement, pursuant to which HiTech will become a wholly owned subsidiary of US Elemental following a series of mergers and related transactions. At the effective time of the merger, (i) CSTA will merge with and into Merger Sub 1, with Merger Sub 1 continuing as a wholly owned subsidiary of US Elemental, and (ii) Merger Sub 2 will merge with and into HiTech, with HiTech surviving the merger as a wholly owned subsidiary of US Elemental.

In connection with the Business Combination, each issued and outstanding CSTA Class A Ordinary Share and CSTA Class B Ordinary Share will be exchanged for one share of US Elemental Common Stock, and each outstanding CSTA Warrant will be assumed by US Elemental and converted into a warrant to purchase one share of US Elemental Common Stock on substantially the same terms. The aggregate consideration payable to HiTech shareholders is derived from an implied equity value of approximately $500 million. The Business Combination Agreement includes the Minimum Cash Condition that must be satisfied at closing, after giving effect to CSTA Shareholder redemptions, transaction expenses, and available financing sources. To satisfy this condition, the parties expect to utilize a combination of cash remaining in the Trust Account and proceeds from financing transactions entered into in connection with the Business Combination.

In this regard, the parties anticipate raising additional capital through a PIPE Financing or other equity or equity-linked financing transactions in connection with the Closing, including committed financing arrangements with certain investors. The illustrative pro forma financial information reflects assumptions regarding the expected receipt of such financing proceeds to the extent necessary to satisfy the Minimum Cash Condition under the Business Combination Agreement. Actual financing results may differ from these assumptions, and there can be no assurance that additional financing will be available on acceptable terms, or at all.

Accounting for the Business Combination

Redemption Scenarios

The following pro forma combined financial information is presented under two scenarios in order to illustrate the range of possible outcomes based upon varying levels of redemptions by CSTA Public Shareholders. In each scenario, the pro forma financial information assumes that the Business Combination is completed and that all conditions to closing, including the Minimum Cash Condition under the Business Combination Agreement, are satisfied:

• No-Redemption Scenario: Assumes no CSTA Public Shareholders exercise their right to redeem their CSTA Class A Ordinary Shares for cash.

• Maximum-Redemption Scenario: Assumes that holders of 46,529 CSTA Class A Ordinary Shares exercise their right to redeem such shares, such that the Minimum Cash Condition under the Business Combination Agreement is satisfied after giving effect to PIPE Financing and other available financing sources. In this scenario, the pro forma financial information assumes the completion of the PIPE Financing and other financing transactions reflected in the pro forma adjustments on the same basis as in the no-redemption scenario, with the level of redemptions being the only variable between the two scenarios.

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As of the date hereof, no PIPE Financing or other transaction financing has been entered into or obtained. The parties intend to seek such financing prior to Closing to help satisfy the Minimum Cash Condition, but there can be no assurance that any such financing will be obtained.

The following summarizes the pro forma capitalization of the post-combination company expected immediately following the Closing, presented under the two redemption scenarios:

UNAUDITED PRO FORMA CONDENSED COMBINED
SHARE ROLLFORWARD
POST-CLOSE COMMON SHARE COUNT WALK FOR EPS DENOMINATOR

\n\n\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t No Redemption Scenario Shares (Basic & Diluted) \n\t\t\t\t\t			\n\t\t\t\t\t\t Maximum Redemption Scenario Shares (Basic & Diluted) \n\t\t\t\t\t
\n\t\t\t\t\t\t SPAC Shareholders (CSTA Class A & Class B rolled into PubCo Common 1:1) \n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t				\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t SPAC Class A – public, post-Jan 2026 redemption \n\t\t\t\t\t	\n\t\t\t\t\t\t 46,529 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (C) \n\t\t\t\t\t		\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (C)(J) \n\t\t\t\t\t
\n\t\t\t\t\t\t SPAC Class A – non-redeemable, Sponsor-converted (Jan 2024) \n\t\t\t\t\t	\n\t\t\t\t\t\t 7,600,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (C) \n\t\t\t\t\t		\n\t\t\t\t\t\t 7,600,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (C) \n\t\t\t\t\t
\n\t\t\t\t\t\t SPAC Class B – founder shares \n\t\t\t\t\t	\n\t\t\t\t\t\t 150,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (C) \n\t\t\t\t\t		\n\t\t\t\t\t\t 150,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (C) \n\t\t\t\t\t
\n\t\t\t\t\t\t Less: Sponsor share forfeiture (Sponsor Support Agreement) \n\t\t\t\t\t	\n\t\t\t\t\t\t (1,908,438 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t	\n\t\t\t\t\t\t (E) \n\t\t\t\t\t		\n\t\t\t\t\t\t (1,908,438 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t	\n\t\t\t\t\t\t (E) \n\t\t\t\t\t
\n\t\t\t\t\t\t Subtotal – SPAC shares assumed into PubCo (1:1) \n\t\t\t\t\t	\n\t\t\t\t\t\t 5,888,091 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t			\n\t\t\t\t\t\t 5,841,562 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
		\n\t\t\t\t\t\t\n\t\t\t\t\t				\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Merger Consideration \n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t				\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t PubCo Common issued to HiTech/Jindalee shareholders \n\t\t\t\t\t	\n\t\t\t\t\t\t 50,000,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (C) \n\t\t\t\t\t		\n\t\t\t\t\t\t 50,000,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (C) \n\t\t\t\t\t
\n\t\t\t\t\t\t Continuing Parent Loan conversion to PubCo Common \n\t\t\t\t\t	\n\t\t\t\t\t\t 657,816 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (G) \n\t\t\t\t\t		\n\t\t\t\t\t\t 657,816 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (G) \n\t\t\t\t\t
\n\t\t\t\t\t\t Subtotal – Merger Consideration \n\t\t\t\t\t	\n\t\t\t\t\t\t 50,657,816 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t			\n\t\t\t\t\t\t 50,657,816 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
		\n\t\t\t\t\t\t\n\t\t\t\t\t				\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t PIPE & Other Equity Issuances \n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t				\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Third-Party PIPE shares \n\t\t\t\t\t	\n\t\t\t\t\t\t 2,464,706 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (B) \n\t\t\t\t\t		\n\t\t\t\t\t\t 2,464,706 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (B) \n\t\t\t\t\t
\n\t\t\t\t\t\t Antarctica Sponsor PIPE shares \n\t\t\t\t\t	\n\t\t\t\t\t\t 294,118 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (B) \n\t\t\t\t\t		\n\t\t\t\t\t\t 294,118 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (B) \n\t\t\t\t\t
\n\t\t\t\t\t\t Pro forma PubCo Common Shares Outstanding \n\t\t\t\t\t	\n\t\t\t\t\t\t 59,304,731 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t			\n\t\t\t\t\t\t 59,258,202 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
		\n\t\t\t\t\t\t\n\t\t\t\t\t				\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Dilutive Potential Common Shares (informational – anti-dilutive at pro forma loss, excluded from diluted EPS): \n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t				\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t SPAC Warrants \n\t\t\t\t\t	\n\t\t\t\t\t\t 15,800,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (D1)(D2) \n\t\t\t\t\t		\n\t\t\t\t\t\t 15,800,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (D1)(D2) \n\t\t\t\t\t
\n\t\t\t\t\t\t PubCo Loan Warrants \n\t\t\t\t\t	\n\t\t\t\t\t\t 15,803,570 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (G)(H) \n\t\t\t\t\t		\n\t\t\t\t\t\t 15,803,570 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (G)(H) \n\t\t\t\t\t
\n\t\t\t\t\t\t PubCo Warrants to Series A Preferred holder \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,550 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (F) \n\t\t\t\t\t		\n\t\t\t\t\t\t 1,550 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (F) \n\t\t\t\t\t
\n\t\t\t\t\t\t Series A Preferred (if-converted) \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,550 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t			\n\t\t\t\t\t\t 1,550 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
		\n\t\t\t\t\t\t\n\t\t\t\t\t				\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t MEMO – Pro Forma Ownership at Close (Basic): \n\t\t\t\t\t		\n\t\t\t\t\t\t\n\t\t\t\t\t				\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t HiTech/Jindalee shareholders \n\t\t\t\t\t	\n\t\t\t\t\t\t 85.4 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t			\n\t\t\t\t\t\t 85.5 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t
\n\t\t\t\t\t\t SPAC shareholders (Public + Sponsor Class A + Class B, net of forfeiture) \n\t\t\t\t\t	\n\t\t\t\t\t\t 9.10 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t			\n\t\t\t\t\t\t 9.9 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t
\n\t\t\t\t\t\t PIPE & other equity issuances \n\t\t\t\t\t	\n\t\t\t\t\t\t 4.6 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t			\n\t\t\t\t\t\t 4.6 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t
\n\t\t\t\t\t\t Total \n\t\t\t\t\t	\n\t\t\t\t\t\t 100.0 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t			\n\t\t\t\t\t\t 100.0 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t

See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET
AS OF JUNE 30, 2026

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\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

\n\n\n\n\t\t\t\t\t

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US Elemental
Inc.

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HiTech
Minerals, Inc.

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Constellation
Acquisition
Corp I

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No Redemption Scenario

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Maximum Redemption Scenario

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Historical
(Audited)

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Historical
(Audited)

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Historical
(Unaudited)

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Transaction
Accounting
Adjustments

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Pro Forma
Combined

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Transaction
Accounting
Adjustments

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Pro Forma
Combined

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\n\t\t\t\t\t\t

(USD)

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(USD)

\n\t\t\t\t\t

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(USD)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(USD)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(USD)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(USD)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(USD)

\n\t\t\t\t\t

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Assets

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Cash and cash equivalents

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—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

352,373

\n\t\t\t\t\t

\n\t\t\t\t\t\t

17,947

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9,659,061

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(A)(B)(H)(I)

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\n\t\t\t\t\t\t

10,029,381

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(A)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9,368,620

\n\t\t\t\t\t

\n\t\t\t\t\t\t

660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(A)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

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23,450,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

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(B)

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—

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—

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\n\t\t\t\t\t\t\n\t\t\t\t\t

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—

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\n\t\t\t\t\t\t\n\t\t\t\t\t

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—

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\n\t\t\t\t\t\t\n\t\t\t\t\t

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—

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\n\t\t\t\t\t\t\n\t\t\t\t\t

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(1,700

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

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(H)

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—

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\n\t\t\t\t\t\t\n\t\t\t\t\t

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(4,340,000

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\n\t\t\t\t\t\t

)

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(I)

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—

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\n\t\t\t\t\t\t\n\t\t\t\t\t

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(10,110,000

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\n\t\t\t\t\t\t

)

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\n\t\t\t\t\t\t

(I)

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—

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Prepaid expenses and deferred offering costs

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\n\t\t\t\t\t\t

120,187

\n\t\t\t\t\t

\n\t\t\t\t\t\t

54,473

\n\t\t\t\t\t

\n\t\t\t\t\t\t

12,475

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\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

187,135

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\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

187,135

\n\t\t\t\t\t

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Due from related party

\n\t\t\t\t\t

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—

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\n\t\t\t\t\t\t

46,127

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

46,127

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\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

46,127

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total current assets

\n\t\t\t\t\t

\n\t\t\t\t\t\t

120,187

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\n\t\t\t\t\t\t

452,973

\n\t\t\t\t\t

\n\t\t\t\t\t\t

30,422

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9,659,061

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,262,643

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

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9,601,882

\n\t\t\t\t\t

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Cash held in Trust Account

\n\t\t\t\t\t

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—

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—

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660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

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(A)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Property and equipment, net

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

238,550

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

238,550

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

238,550

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Operating lease right-of-use assets, net

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

14,103

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

14,103

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

14,103

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Mining claims

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

400,594

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

400,594

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

400,594

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total Assets

\n\t\t\t\t\t

\n\t\t\t\t\t\t

120,187

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,106,220

\n\t\t\t\t\t

\n\t\t\t\t\t\t

691,183

\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,998,300

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,915,890

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,255,129

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

LIABILITIES, MEZZANINE EQUITY, AND STOCKHOLDERS’ EQUITY/(DEFICIT)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Accounts payable and accrued expenses

\n\t\t\t\t\t

\n\t\t\t\t\t\t

58,787

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,872,906

\n\t\t\t\t\t

\n\t\t\t\t\t\t

6,873,661

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,805,354

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,805,354

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Current portion of operating lease liabilities

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

13,004

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

13,004

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

13,004

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Due to related parties

\n\t\t\t\t\t

\n\t\t\t\t\t\t

76,827

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

420,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(420,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(H)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

76,827

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

76,827

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Promissory notes – related party

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,552,109

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(2,552,109

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(H)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Convertible promissory note – related party

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,181,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(3,181,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(H)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Warrant liabilities

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,396,987

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(3,396,987

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(D1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total current liabilities

\n\t\t\t\t\t

\n\t\t\t\t\t\t

135,614

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,885,910

\n\t\t\t\t\t

\n\t\t\t\t\t\t

16,423,757

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(9,550,096

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,895,185

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,895,185

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Operating lease liabilities, net of current

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Deferred underwriting fee

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4,340,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(4,340,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(I)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total liabilities

\n\t\t\t\t\t

\n\t\t\t\t\t\t

135,614

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,885,910

\n\t\t\t\t\t

\n\t\t\t\t\t\t

20,763,757

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(13,890,096

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,895,185

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,895,185

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Mezzanine Equity

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Class A ordinary shares subject to possible
redemption

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(J)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Series A Cumulative Convertible Preferred Stock (mezzanine)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,542,566

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(E)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,542,566

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,542,566

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total mezzanine equity

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,542,566

\n\t\t\t\t\t

\n\t\t\t\t\t\t

660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,542,566

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,542,566

\n\t\t\t\t\t

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET — (Continued)
AS OF JUNE 30, 2026

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\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

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US Elemental
Inc.

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HiTech
Minerals, Inc.

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Constellation
Acquisition
Corp I

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No Redemption Scenario

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Maximum Redemption Scenario

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Historical
(Audited)

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Historical
(Audited)

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Historical
(Unaudited)

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Transaction
Accounting
Adjustments

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Pro Forma
Combined

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Transaction
Accounting
Adjustments

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Pro Forma
Combined

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(USD)

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(USD)

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(USD)

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(USD)

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(USD)

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(USD)

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(USD)

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Stockholders’ Equity/(Deficit)

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PubCo Common Stock – par value

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—

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100

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775

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5,055

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(B)(C1)(C2)

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5,930

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)

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(J)

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5,926

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276

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(B)

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—

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(100

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)

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(C2)

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—

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5,000

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(C2)

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—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

775

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(C1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(775

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(C1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(G)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(J)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(J)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(192

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(E)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Contributions from Parent

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,565,380

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(23,565,380

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(G)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Contributed capital

\n\t\t\t\t\t

\n\t\t\t\t\t\t

912

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

912

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

912

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Additional paid-in capital

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

9,382,705

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(B)(C1)(C2)(F)(J)(G)(H)(I)(L)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9,382,705

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,757

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,721,948

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,449,724

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(B)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(A)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(20,734,110

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(C1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(4,900

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(C2)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(326

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(F)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

660,756

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(J)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,757

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(J)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,591,369

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(G)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

420,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(H)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(I)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

192

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(E)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Warrants

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

27,102,667

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(D2)(F)(G)(H)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

27,102,667

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

27,102,667

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,396,987

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(D2)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

326

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(F)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

17,973,945

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(G)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,731,409

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(H)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Accumulated deficit

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(16,339

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(25,887,736

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(20,734,110

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,624,110

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(A)(C1)(I)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(36,014,075

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(36,014,075

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total stockholders’ equity/(deficit)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(15,427)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(2,322,256

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(20,733,335

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,549,157

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

478,139

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(182,622

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total liabilities, mezzanine equity, and stockholders’ equity/(deficit)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

120,187

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,106,220

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

691,183

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,998,300

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,915,890

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(660,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,255,129

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

Table of Contents

UNAUDITED PRO FORMA CONDENSED COMBINED
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED JUNE 30, 2026

\n\n\n\n\t\t\t\t\t

\n\t\t\t\t\t\t

US
Elemental
Inc.

\n\t\t\t\t\t

\n\t\t\t\t\t\t

HiTech
Minerals,
Inc.

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Constellation
Acquisition Corp I

\n\t\t\t\t\t

\n\t\t\t\t\t\t

No Redemption Scenario

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Maximum Redemption
Scenario

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Historical
(Audited)
(From
inception
(March 3,
2026) to
June 30,
2026)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Historical
(Audited)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Historical – Recast
(Unaudited)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Transaction
Accounting
Adjustments

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Pro Forma
Combined

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Transaction
Accounting
Adjustments

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Pro Forma
Combined

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Operating Expenses

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Exploration

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,897,493

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,897,493

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,897,493

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Related party management fees

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,358,452

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,358,452

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,358,452

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

General and administrative expenses

\n\t\t\t\t\t

\n\t\t\t\t\t\t

16,339

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

1,104,249

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,472,070

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

4,592,658

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

4,592,658

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Merger-related transaction costs

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,333,482

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(I)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,333,482

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,333,482

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Transaction expenses related to the Business Combination

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,110,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(I)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,110,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,110,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Depreciation

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,676

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,676

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,676

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total operating expenses

\n\t\t\t\t\t

\n\t\t\t\t\t\t

16,339

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

8,704,352

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,472,070

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

10,110,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

22,302,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

22,302,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Operating loss

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(16,339

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(8,704,352

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(3,472,070

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(10,110,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(22,302,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(22,302,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Other income (expense)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Foreign exchange gain (loss)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Change in fair value of warrant liabilities

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(3,065,188

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,065,188

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(D1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Interest earned on Trust
Account

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,181

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(23,181

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(A)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total other income (expense)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(3,042,007

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,042,007

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net loss before taxes

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(16,339

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(8,704,352

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(6,514,077

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(7,067,993

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(22,302,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(22,302,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net loss

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(16,339

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(8,704,352

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(6,514,077

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(7,067,993

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(22,302,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(22,302,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Less: Series A Preferred dividends – annualized 12%

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(42,566

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(143,434

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(K)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(186,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(186,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net Loss Attributable to Common Stockholders

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(16,339

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(8,746,918

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(6,514,077

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(7,211,427

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(22,488,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(22,488,761

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Weighted average Number of Shares Outstanding Basic and Diluted

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

N/A

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,304,731

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,258,202

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net Loss per Share Basic and Diluted

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(0.38

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(0.38

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

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NOTE 1 — DESCRIPTION OF THE BUSINESS COMBINATION

On April 9, 2026, HiTech and CSTA entered into the Business Combination Agreement, pursuant to which, among other things, all of the outstanding equity interests of HiTech will be exchanged for newly issued shares of US Elemental, and CSTA will become a wholly owned subsidiary of US Elemental. Upon closing, holders of CSTA Class A ordinary shares that do not redeem their shares will receive shares of US Elemental common stock on a one-for-one basis, CSTA Class B ordinary shares will convert into shares of US Elemental common stock in accordance with the Business Combination Agreement, and CSTA’s outstanding warrants will be assumed by US Elemental and converted into warrants to purchase shares of US Elemental common stock on substantially the same terms. Following the completion of the Business Combination, US Elemental is expected to be listed on Nasdaq under the ticker symbol “ULIT.”

The aggregate consideration to be paid to HiTech shareholders in the Business Combination consists of 50,000,000 shares of US Elemental Common Stock, representing an implied equity value of approximately $500 million (50,000,000 shares × $10.00 reference price). The Business Combination does not provide for any earn-out shares or other contingent consideration payable to HiTech shareholders.

The Business Combination Agreement requires that, at the closing of the Business Combination, US Elemental have at least $14.0 million of available cash, after giving effect to any redemptions by CSTA Public Stockholders and other cash uses at closing (the “Minimum Cash Condition”). The parties expect to satisfy the Minimum Cash Condition through a combination of cash remaining in the Trust Account following redemptions and proceeds from the PIPE Financing and related financing transactions.

The Minimum Cash Condition of $14,000,000 is tested prior to the payment of SPAC Transaction Expenses, whereas the pro forma cash and cash equivalents presented above reflect the Company’s cash position after giving effect to the payment of such expenses at Closing. The following table reconciles the two amounts:

\n\n\n\n\t\t\t\t\t\t Line Item \n\t\t\t\t\t	\n\t\t\t\t\t\t No-Redemption \n\t\t\t\t\t		\n\t\t\t\t\t\t Max Redemption \n\t\t\t\t\t
\n\t\t\t\t\t\t PIPE Financing proceeds (illustrative) \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 23.5M \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 23.5M \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t CSTA Cash (Trust Account) \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 0.7M \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t HiTech Cash \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 0.3M \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 0.3M \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Gross funds available \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 24.5M \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 23.8M \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Less: SPAC Transaction Expenses (incl. $4.34M Morgan Stanley fee) \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (14.5M \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (14.5M \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t
\n\t\t\t\t\t\t Pro forma cash to balance sheet \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 10.0M \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 9.3M \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t

Deutsche Bank Securities Inc. waived $6,510,000 of the $10,850,000 aggregate Deferred Underwriting Fee on April 13, 2026, which is treated as a reduction of the deferred underwriting fee liability and an adjustment to accumulated deficit, and does not represent a cash outflow at Closing. Only the remaining 40% ($4,340,000), payable to Morgan Stanley & Co. LLC, is cash-settled at Closing and included in SPAC Transaction Expenses above. Accordingly, satisfaction of the $14,000,000 Minimum Cash Condition is measured on the gross funds available before deduction of SPAC Transaction Expenses, consistent with the definition of “Minimum Cash Condition” in the Business Combination Agreement, and is not directly comparable to the pro forma cash balance presented in the unaudited pro forma condensed combined balance sheet, which reflects the Company’s cash position after such expenses are paid.

In connection with the Business Combination, the parties expect to raise a PIPE Financing of approximately $23.5 million, consisting of: (i) $20.95 million of third-party PIPE proceeds (2,464,706 shares at $8.50 per share, representing a 15% discount to the $10.00 IPO reference price); and (ii) $2.50 million Sponsor Financing commitment from Endurance Antarctica Partners II/Antarctica Capital (294,118 shares at $8.50 per share).

The net proceeds from the Trust Account and the anticipated PIPE Financing, after deducting estimated transaction costs (including any unwaived portion of the Deferred Underwriting Fees), will be used to fund HiTech’s development of the McDermitt Lithium Project and for general corporate purposes. The Business Combination Agreement includes the Minimum Cash Condition at Closing.

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NOTE 2 — TRANSACTION ACCOUNTING ADJUSTMENTS

The following describes the material transaction accounting adjustments reflected in the unaudited pro forma combined financial information. Each adjustment is labeled and cross-referenced to the applicable column(s) in the pro forma statements.

Adj-01 (A) — Release of Trust Account, Net of Redemptions. Reflects the release of cash held in the Trust Account upon consummation of the Business Combination. Under the no-redemption scenario, the full trust balance of approximately $0.6 million ($660,761) is released to the combined company. Under the maximum-redemption scenario, the trust balance is reduced by the aggregate redemption amount payable to redeeming stockholders (approximately $660,761, representing 46,529 shares at $14.20 per share), leaving a residual balance of approximately $49.20. The unaudited pro forma combined statements of operations also reverse the interest income earned on the trust account that was recognized by CSTA during the pro forma periods, approximately $23,181 for the year ended June 30, 2026, as the trust account would not have existed had the Business Combination been consummated at the beginning of the earliest period presented.

Adj-02 (B) — PIPE Financing at Closing. Reflects the gross proceeds from the anticipated PIPE Financing of approximately $23.45 million in cash (consisting of $20.95 million third-party PIPE and $2.50 million Sponsor Financing, each at $8.50 per share; excludes the separate $1.55 million issuance of HiTech Series A Preferred Stock). PIPE Financing proceeds are recorded as an increase to cash and a corresponding increase to common stock and additional paid-in capital (“APIC”), net of issuance costs directly attributable to the PIPE Financing.

Adj-03a/03b (C1 & C2) — Reverse Recapitalization Entry/Merger Consideration. Reflects the accounting for the reverse recapitalization, including the elimination of CSTA’s historical equity balances (CSTA Class A Ordinary Shares and CSTA Class B Ordinary Shares, APIC, and accumulated deficit) and conversion to common stock of those amounts to HiTech’s equity structure combined entity. CSTA’s shares convert into 7,750,000 shares of US Elemental Common Stock at a par value of $0.0001 (C1). HiTech’s 10,000 common shares issued and outstanding are exchanged for 50,000,000 common shares in US Elemental (C2). No step-up in the fair value of HiTech’s assets and liabilities is recorded, consistent with the reverse recapitalization accounting model.

Adj-04a/04b (D1/D2) — CSTA Warrants Converted to US Elemental Warrants. Per Section 2.2(f)(iii) of the Business Combination Agreement, the 15,800,000 outstanding CSTA Warrants are converted (not redeemed and reissued) into US Elemental Warrants on a 1-for-1 basis at the same fair value. The adjustment is presented as paired memo entries: Adj-04a (D1) derecognizes CSTA’s carrying value at closing; Adj-04b (D2) recognizes the US Elemental Converted Warrants at fair value. The fair value at proforma closing is approximately $3,396,987. CSTA’s carrying value at June 30, 2026 of approximately $3,396,987 is unchanged in the historical column. Net pro forma balance sheet impact is $0, as the derecognition and recognition entries are offsetting between the warrant liabilities and the warrants presented in equity. Additionally, historical period changes in the fair value of CSTA Warrants reflected in the income statement are reversed in the pro forma presentation, as the warrants are treated as equity instruments of US Elemental.

Adj-05 (E) — Forfeiture of CSTA Ordinary Shares held by the Sponsor. Reflects the forfeiture of 1,908,438 CSTA Class B Ordinary Shares and converted CSTA Class A Ordinary Shares; no additional value associated with these shares. Shares are forfeited in accordance with the Sponsor Support Agreement.

Adj-06 (F) — US Elemental Warrants Issued to the Preferred Holder. At Acquisition Closing, US Elemental will issue US Elemental Series A Preferred Investor Warrants to Antarctica Holder pursuant to the Securities Purchase Agreement and the Certificate of Designation. The warrant count is approximately 1,550 (Accreted Value $1,550,000 ÷ $1,000 conversion price), with an exercise price of $11.50 per share. The estimated fair value at issuance is approximately $326 (1,550 warrants × $0.21 per warrant by analogy to the Constellation Acquisition Corp I Form 10-Q filing for the quarterly period ended June 30, 2026, given a matching $11.50 strike, 5-year post-IBC term, and similar redemption mechanics; $2,221,654 Fair Value / 10,333,333 Public Warrants as of June 30, 2026 = $0.21) — effectively de minimis. The warrants are expected to be classified as equities consistent with the classification of the US Elemental Converted Warrants in Adj-04.

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Adj-07 (G) — Jindalee Parent Funding (Existing Parent Loan per the Business Combination Agreement) Settlement. The balance of the cumulative Contributions from Parent balance as shown on HiTech’s audited financial statements as of June 30, 2026 is $23,565,380. This amount is settled at Closing per the Business Combination Agreement as follows: (i) the Existing Parent Loan portion (pre-September 3, 2025) of $17,973,945 converts into 11,982,630 US Elemental Loan Warrants at the $1.50 per-warrant conversion price; and (ii) the Continuing Parent Loan portion (post-September 3, 2025) of $5,591,435 converts, at Jindalee’s election (currently shown as the share election), into 657,816 shares of US Elemental Common Stock at $8.50 per share (15% discount to the $10.00 IPO reference price), or is repaid in cash.

Adj-08 (H) — Settlement of CSTA Sponsor Loans. Reflects the settlement at closing of the aggregate $6,153,109 of Sponsor obligations on CSTA’s books at June 30, 2026, comprising: $2,552,109 promissory notes — related party; $3,181,000 convertible promissory note — related party; and $420,000 due to related party (admin fees). Per the Sponsor reconciliation dated May 8, 2026: (i) $5,731,409 is settled through the issuance of 3,820,939 US Elemental Loan Warrants at $1.50 per warrant; (ii) $1,700 is settled in cash at closing (Edgar filing fees); and (iii) the $420,000 admin fee balance is waived by the related party and recorded as a deemed capital contribution to APIC.

Adj-09 (I) — Transaction Costs. Reflects (i) payment of the $4.34 million deferred underwriting fee recognized as a liability as of June 30, 2026 and (ii) approximately $10.11 million of estimated additional transaction costs expected to be incurred at closing. The $10.11 million is reflected as a nonrecurring expense in the unaudited pro forma combined statement of operations and as a reduction of cash and accumulated deficit in the unaudited pro forma combined balance sheet. HiTech’s historical merger-related costs of approximately $2.33 million remain included in its audited historical results.

Adj-10 (J) — Reclassification of CSTA Class A Mezzanine Equity to Permanent Equity. Following the Business Combination, the redemption feature on CSTA Class A Ordinary Shares is extinguished and the remaining non-redeemed CSTA Class A Ordinary Shares are reclassified from mezzanine equity to permanent equity. The amount reclassified is $660,761 under the no redemption scenario and $0 (residual) under the maximum redemption scenario. Common stock is presented at par value based on aggregate pro forma shares outstanding, with the remaining amount recorded in additional paid-in capital; differences from individually rounded adjustment components are due solely to rounding.

Adj-11 (K) — Series A Preferred Dividend Accrual. Reflects the accrual of cumulative dividends on the HiTech Series A Preferred Stock at the 12.0% stated rate per the Certificate of Designation (quarterly compounding on March 1/June 1/September 1/December 1; PIK/Accreted Value at Company election). For the year ended June 30, 2026, the pro forma dividend is presented at the full annualized amount of $186,000 ($1,550,000 × 12.0%). Because HiTech’s audited balance sheet as of June 30, 2026 already reflects $42,566 of historical accretion, the incremental pro forma adjustment is $143,434. The dividend is presented as a deduction in arriving at net loss attributable to common shareholders on the unaudited pro forma combined statement of operations for the purpose of calculating pro forma loss per share. No incremental accrual is recorded on the pro forma combined balance sheet, as the June 30, 2026 audited balance sheet already includes the historical accretion.

Income Tax Effects. The pro forma tax adjustments have been calculated at the applicable U.S. statutory federal income tax rate of 21%, applied to the pre-tax pro forma adjustments described above, where applicable. Because HiTech has historically operated at a loss and maintains a full valuation allowance against its net deferred tax assets, no net income tax benefit has been recognized in the pro forma combined statements of operations.

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NOTE 3 — LOSS PER SHARE

The following tables present the computation of pro forma basic and diluted net loss per share attributable to US Elemental Stockholders for the periods presented:

Year Ended June 30, 2026

($ in thousands, except share and per share data)

\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t No Redemption \n\t\t\t\t\t		\n\t\t\t\t\t\t Maximum Redemption \n\t\t\t\t\t
\n\t\t\t\t\t\t Pro forma net loss \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (22,303 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (22,303 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t
\n\t\t\t\t\t\t Less: Series A Preferred Dividends \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (186 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t (186 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t
\n\t\t\t\t\t\t Pro forma net loss attributable to common stockholders \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (22,489 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (22,489 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t
\n\t\t\t\t\t\t Pro forma weighted-average shares outstanding – basic and diluted \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 59,304,731 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t 59,258,202 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Pro forma net loss per share – basic and diluted \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (0.38 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t (0.38 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t

The following securities have been excluded from the computation of diluted net loss per share because their inclusion would be anti-dilutive: 15,800,000 CSTA Warrants, 15,803,570 US Elemental Loan Warrants, 1,550 US Elemental Warrants issued to Antarctica Holder, and 1,550 shares of HiTech Series A Preferred Stock (on an as-converted basis).

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RISK FACTORS

Investing in HiTech Minerals, Inc.’s securities involves a high degree of risk. Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus, before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to our business, financial condition, and prospects.

Unless the context otherwise requires, all references in this section to “HiTech,” or the “Company” refer to HiTech Minerals, Inc. and its subsidiaries prior to the consummation of the Business Combination, which will be the business of US Elemental and its subsidiaries following the consummation of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have a material adverse effect on the business, financial condition, results of operations, cash flows and future prospects of US Elemental, in which event the market price of shares of US Elemental Common Stock could decline, and you could lose part or all of your investment.

Risks Relating to the Company

Risks Relating to our Business and our Industry

We will require significant additional capital to fund the Feasibility Study and the development of the McDermitt Lithium Project, and no assurance can be given that such capital will be available on acceptable terms or at all.

Development of the McDermitt Lithium Project will require substantial capital expenditures, including funding for the Feasibility Study, mine construction, processing facilities, infrastructure, permitting, and pre-production activities. Additional substantial capital will be required to support long-term production, including for sustaining capital expenditures and working capital.

We expect that our existing cash resources will be insufficient to finance these requirements, and we will need to raise additional capital through equity, debt, strategic partnerships, or other financing arrangements. There is no assurance that such capital will be available when needed, or available on terms that are commercially acceptable. Market conditions, commodity price volatility, investor sentiment towards mining and battery materials, and our own financial performance may limit our access to capital.

Failure to secure adequate funding could delay or prevent the development of the McDermitt Lithium Project and adversely affect our business and financial condition. Certain market disruptions may increase our cost of borrowing or affect our ability to access one or more financial markets. Such market disruptions could result from:

• adverse economic conditions, including inflationary factors and recessionary fears;

• adverse general capital market conditions, including rising interest rates;

• poor performance and health of the mining industries in general;

• bankruptcy or financial distress of unrelated lithium companies or marketers;

• significant decrease in the demand for lithium; or

• adverse regulatory actions that affect our exploration and construction plans or the use of lithium generally.

Changes in technology or other developments could adversely affect demand for lithium compounds or result in preferences for substitute products.

Lithium and its derivatives are preferred raw materials for certain industrial applications, such as rechargeable batteries. For example, current and future high energy density batteries for use in electric vehicles will rely on lithium compounds as a critical input. The pace of advances in current battery technologies, development and adoption of new battery technologies that rely on inputs other than lithium compounds (such as sulfur and aluminum), the acceptance of hydrogen fuel cells in transport applications, or a delay in the development and adoption of future high nickel battery technologies that utilize lithium could significantly impact our prospects and future revenues. Many materials and technologies are being researched and developed with the goal of making batteries lighter, more efficient, faster

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charging and less expensive, some of which could be less reliant on lithium or lithium compounds. Some of these technologies, such as commercialized battery technologies that use no, or significantly less, lithium compounds, could be successful and could adversely affect demand for lithium batteries in personal electronics, electric and hybrid vehicles and other applications.

We cannot predict which new technologies may ultimately prove to be commercially viable and on what time horizon. In addition, alternatives to industrial applications dependent on lithium compounds may become more economically attractive as global commodity prices shift. Our investment in our research and development infrastructure may not lead to marketable products.

Additionally, the industry may improve technologies or even achieve technological breakthroughs either as alternatives to lithium-based battery systems or improvements on existing lithium-based battery systems that would render our products obsolete or less marketable. Any of these events could adversely affect demand for and market prices of lithium, thereby resulting in a material adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any resources we identify.

Changes in customer requirements or downstream processing technologies could render our planned processing design less competitive or obsolete.

The processing facilities and flowsheet contemplated for the McDermitt Lithium Project are being designed based on current assumptions regarding lithium product specifications, including the form and quality of lithium compounds expected to be demanded by customers, such as lithium carbonate. Market preferences, battery chemistries, and downstream processing requirements may change over time, including shifts in demand toward alternative lithium products, higher purity specifications, or integrated downstream processing solutions.

If future customer requirements or industry standards differ materially from current assumptions, we may be required to modify our processing design, incur additional capital expenditures, adopt alternative processing routes, or accept lower margins. In some circumstances, previously constructed facilities or equipment could become underutilized or stranded.

Any failure to align our processing capabilities with evolving market and customer requirements could adversely affect the competitiveness, economics, and long-term viability of the McDermitt Lithium Project, and could materially adversely affect our business, financial condition, and prospects.

We are a development-stage company with no operating history at the McDermitt Lithium Project, and our future operating performance is uncertain.

As a company without an operating mine, we have no track record of constructing, commissioning, or operating a commercial-scale lithium project. Our ability to transition from development to production depends on successfully executing activities we have not previously undertaken at this scale.

Exploration project items, such as any future estimates of Mineral Resources, metal recoveries or cash operating costs will, to a large extent, be based upon the interpretation of geologic data obtained from a limited number of drill holes and other sampling techniques. Actual operating costs and economic returns of the McDermitt Lithium Project may materially differ from the costs and returns estimated, and accordingly our financial condition, results of operations and cash flows may be negatively affected. Any delays, cost overruns, design defects, equipment failures or other difficulties encountered during construction, commissioning or ramp-up could materially adversely affect our costs, development schedule and financial performance.

Processing technologies for clay-hosted lithium deposits may not perform as expected at commercial scale.

The McDermitt Lithium Project is a clay-hosted lithium deposit, and the extraction and processing of lithium from such deposits involves technical challenges that differ from traditional hard-rock or brine-based lithium operations. While metallurgical testing, pilot programs, and engineering studies inform expected recoveries and process performance, results achieved at laboratory or pilot scale may not translate to commercial-scale operations.

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Clay-hosted lithium processing may involve higher complexity, greater reagent consumption, longer processing times, variable feed characteristics, or scale-dependent performance issues that could adversely affect recoveries, throughput, operating costs, or reliability when applied at commercial scale. Unanticipated technical issues encountered during commissioning or ramp-up could require process modifications, additional capital investment, or extended delays.

The economic viability of the McDermitt Lithium Project depends on achieving metallurgical recoveries and processing performance consistent with test work and study assumptions. Metallurgical behavior at laboratory or pilot scale may not translate to commercial operations. Lower than expected recoveries, adverse reagent consumption, or lower processing capacity or throughput could materially reduce production and negatively impact project economics. If processing performance at commercial scale differs materially from study assumptions, the economic viability, development timeline, or long-term operating performance of the McDermitt Lithium Project could be materially adversely affected.

Our ability to replenish Mineral Resources is uncertain and subject to risks inherent in exploration and project evaluation.

Sustaining and growing our Mineral Resources depends on successful exploration, and project evaluation. Exploration is inherently uncertain, and there is no guarantee that drilling programs, technical studies, or project assessments will identify additional mineralization or convert existing Mineral Resources into Mineral Reserves. Competition within the mining industry for attractive exploration and development opportunities is intense, and we may be unable to secure new projects that meet our technical, economic, and strategic criteria.

Further technical work is required to support future mine design and project evaluation. For example, the current Technical Report Summary notes that no dedicated geotechnical drilling has been conducted and no geotechnical samples have been strength-tested to date, and recommends that such drilling and testing be carried out as part of future work. If ongoing and future exploration, geotechnical, metallurgical or other technical programs do not confirm the expected characteristics of the deposit or support an economic mine plan, we may be unable to maintain or expand our Mineral Resource base.

Our exploration may not lead to resource or reserve declarations that are economical to mine.

Exploration activities involve significant financial and operational risk, and there is no assurance that exploration results will support the declaration of Mineral Resources or future Mineral Reserves.

As such, we cannot assure you that we will realize profits in the immediate or long term. Any profitability in the future from our business will be dependent upon development of an economic deposit of minerals and further exploration and development of other economic deposits of minerals, each of which is subject to numerous risk factors.

Even if mineralization is identified, it may not be of sufficient grade, continuity, or metallurgical quality to support economic extraction. It may take a number of years until production is possible, during which time the economic viability of the project may change. Additionally, changes in commodity prices, cost structures, or regulatory requirements may render otherwise promising discoveries uneconomic. Exploration is highly speculative in nature, involves many risks and uncertainties and is frequently unsuccessful in discovering significant mineralization.

We are subject to risks related to the development of new mining projects that may adversely affect our profitability.

Developing a new mining project involves numerous risks and hazards, including environmental hazards and mining accidents. For example, mining projects can lead to engineering challenges, construction delays, cost overruns, equipment failures, contractor performance issues, seismic activity, flooding, rock bursts, pit-wall failures, and additional unforeseen geological or metallurgical conditions. These risks may result in increased capital or operating costs, reduced production rates, or delays in achieving commercial operations. Any of these factors could materially and adversely affect our profitability, cash flows, and ability to achieve projected returns.

We remain at risk of experiencing environmental hazards related to mining projects, as well as industrial and mining accidents. Industrial and mining accident events can intermittently cause death and injury to workers that can lead to safety related stoppages due to imposition from regulators for non-compliant production or mining procedures. Additionally, these events can also cause a loss of mining equipment, and production facilities, monetary losses, environmental damage and potential legal liabilities.

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We rely on third-party contractors and consultants, and their performance may affect our project outcomes.

We depend on external engineering firms, drilling contractors, construction contractors, laboratories, and technical consultants. Poor performance, delays, cost overruns, or insolvency of third-party service providers could materially impact project schedules, costs, and outcomes. We may have limited recourse if contractors fail to meet expectations. Additional risks as a result of contractor performance outside of Company’s control include:

• New legislation limiting or altering the ability to utilize contractors or outsourced resources;

• The inability to replace a contractor and its operating equipment in the event that either party terminates its agreement;

• Reduced control over aspects of operations which are the responsibility of the contractor;

• Failure of a contractor to perform under its agreement;

• Interruption of operations or increased costs in the event that a contractor ceases its business due to insolvency or other unforeseen events;

• Failure of a contractor to comply with applicable legal and regulatory requirements, to the extent it is responsible for such compliance;

• Problems of a contractor with managing its workforce, labor unrest, or other employment issues; and

• Liability to third parties as a result of the actions of the Company’s contractors.

The occurrence of one or more of these risks could potentially adversely affect the Company’s results of operations and financial position.

Our operations are vulnerable to infrastructure constraints, including power and water supply.

Reliable access to power, water, transportation, and other critical infrastructure is essential for the development and operation of the McDermitt Lithium Project. Any limitations, disruptions, or delays in securing adequate infrastructure, whether due to regulatory constraints, capacity limitations, weather events, or third-party service failures, may adversely affect construction schedules, operating costs, and production performance.

If infrastructure constraints persist, there can be no assurance that the exploitation or development of the McDermitt Lithium Project will be commenced or completed on a timely basis, if at all, or that the resulting operations will achieve the anticipated production volume, or that the construction costs and operating costs associated with the development of the McDermitt Lithium Project will not be higher than anticipated. For example, water supplies are subject to change, due to prolonged drought, and the current hydrogeological understanding of the project area is based on a limited dataset and will require additional drilling and groundwater modelling to confirm long-term water availability and performance assumptions. Inadequate water supply, or the need to develop more distant or costly water sources, would cause operations to become more costly or have to be curtailed, suspended, or even terminated, which may have adverse consequences on our business and financial condition.

We may face challenges securing long-term access to water rights necessary for project development and operations.

Lithium extraction and processing require reliable water supply. Water rights in the region may be subject to competing demands, regulatory constraints, or changes in allocation. Failure to secure sufficient water rights or restrictions on water use could delay or limit project development.

Our project economics are sensitive to assumptions regarding waste management, tailings storage, and environmental mitigation.

The design, construction, and operation of waste rock facilities, tailings storage, and environmental controls are complex and subject to evolving regulatory and technical requirements. Changes in design criteria, geotechnical conditions, or regulatory expectations may increase capital or operating costs and affect project viability.

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Mining operations and projects are vulnerable to supply chain disruptions.

Our operations depend on the timely delivery of equipment, spare parts, consumables, and specialized services. Global supply chains have experienced significant disruptions in recent years due to geopolitical tensions, transportation bottlenecks, labor shortages, and market imbalances. Our operations and development projects could be adversely affected by both shortages and long lead times to deliver spares parts, consumables, specialized services, and transportation delays. Additionally, import restrictions can delay the delivery of parts and equipment. Extended lead times or shortages of critical items may delay construction, reduce operational efficiency, or increase costs.

We may experience delays or increased costs due to force majeure events outside our control, including extreme weather conditions or climate-related impacts, epidemics, and other catastrophes.

We may be impacted by natural disasters, wars, health epidemics or pandemics or other events outside of our control. For example, extreme weather events, such as heavy rainfall, drought, heatwaves, wildfires, and other natural disasters may disrupt construction, restrict site access, damage infrastructure, or reduce productivity. Climate-related impacts may increase operating costs or require additional capital investment in infrastructure resilience. We may incur expenses or delays relating to such events outside of our control, which could have a material adverse impact on our business, operating results and financial condition.

Mining is inherently hazardous and disruptions may adversely impact the environment, workforce or community safety, production, and profitability.

Mining operations involve significant inherent risks which may adversely impact our ability to produce production targets. These risks include, but are not limited to:

• geotechnical failures;

• ground instability;

• equipment malfunctions and safety related stoppages;

• natural phenomena such as floods, droughts, fires, seismic activity;

• highwall failures, pit wall or slope failures, rock falls, landslides, or other ground instability;

• air, land, and water pollution;

• hazardous material spills; and

• accidents involving personnel, including due to human error, during exploration, production, drilling, blasting, or transportation resulting in injury, disease, loss of life, or damage to equipment or infrastructure;

Such events may result in injury or loss of life, environmental harm, property damage, or prolonged operational downtime. These incidents may also lead to increased regulatory scrutiny, remediation obligations, or reputational harm.

The price of lithium is subject to volatility and may significantly affect our future activities and profitability.

We expect to derive revenues, if any, from the extraction and sale of lithium and lithium byproducts. The prices of lithium and lithium byproducts may fluctuate widely and are affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities, increased production due to new extraction developments and improved extraction and production methods and technological changes in the markets for the end products. The effect of these factors on the prices of lithium and lithium byproducts, and therefore the economic viability of any of our exploration properties, cannot accurately be predicted. Lithium prices have historically been volatile and may continue to fluctuate significantly. Sustained declines in lithium prices could reduce the economic viability of the McDermitt Lithium Project, impair asset values, and limit our ability to secure financing.

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Additionally, new production of lithium products from current or new competitors in the lithium markets could adversely affect prices. New and existing competitors could increase the supply of lithium products, which could negatively affect prices.

There is limited information on the status of new lithium production capacity expansion projects being developed by current and potential competitors and, as such, we cannot make accurate projections regarding the capacities of possible new entrants into the market and the dates on which they could become operational. If these potential projects are completed in the short term, they could adversely affect market lithium prices, thereby resulting in a material adverse effect on the economic feasibility of extracting any mineralization we discover and reducing or eliminating any Mineral Resources we identify.

We have not yet contracted to sell our lithium product, and the lithium produced may not have an immediate buyer.

Our success depends on our ability to generate revenue and operate profitably, which depends in part on our ability to identify target customers and convert such contacts into meaningful orders or expand on current customer relationships. We have not entered into binding offtake agreements or sales contracts for future lithium production from the McDermitt Lithium Project. There is no assurance that we will secure such agreements on favorable terms, or at all. If we are unable to secure customers or if market demand is insufficient at the time of production, we may be required to sell product at discounted prices, store unsold inventory, or curtail production, which would have a material adverse effect on our business, prospects, operating results and financial condition.

We anticipate that in some cases our products will be delivered to certain customers on an early trial deployment basis, where such customers have the ability to evaluate whether our products meet their performance requirements before they commit to meaningful orders. If our targeted customers do not commit to make meaningful orders, or at all, it could adversely affect our business, prospects and results of operations. Our customers may require protections in the form of price reductions and similar arrangements that allow them to require us to deliver additional product or reimburse them for losses they suffer as a result of our late delivery or failure to meet agreed upon performance specification. Delays in delivery of our products, unexpected performance problems or other events could cause us to fail to meet these contractual commitments, resulting in delays in obtaining necessary materials used in our production process, defects in material or workmanship or unexpected problems in our manufacturing process, which could lead to unanticipated revenue and earnings losses and financial penalties. The occurrence of any of these events could harm our business, prospects, results of operations and financial results.

The mining industry is highly competitive and there is no guarantee we will always be able to compete effectively.

The mining industry is a highly competitive international industry due to the limited geographic areas of interest in explored and unexplored territories. The discovery of properties considered to have commercial potential fuels aggressive competition within the mining industry. We compete with other mining and exploration companies for capital, talent, equipment, land access, and strategic partnerships. Competitors may have greater financial resources, more advanced projects, greater ability to withstand losses, or longer operating histories. Additionally, competitors may strategically establish cooperative relationships among themselves or with third parties in order to achieve competitive advantage. It is possible that new competitors or alliances among current and new competitors may emerge and overtake the market. Competition may limit our ability to attract investment, secure skilled personnel, acquire prospective properties, or negotiate favorable commercial terms. If we are unable to successfully compete for properties, capital, customers, or skilled personnel, it could have a materially adverse impact on our operational results.

We cannot guarantee that there will not be an increase in input costs affecting our results of operations and financial performance.

Mining operations require substantial inputs, including energy, fuel, reagents, labor, equipment, and construction materials. Prices for these inputs may increase due to inflation, supply shortages, geopolitical events, or changes in market conditions. Increases in input costs may materially impact operating margins, project economics, and overall financial performance.

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We may incur indebtedness in the future and may be subject to financial covenants that could restrict our operational flexibility.

Any existing or future debt arrangements may include financial covenants, performance requirements, or other obligations that restrict our operational flexibility or ability to engage in other business activities. Deterioration in market conditions, project delays, cost increases, or operational underperformance may impair our ability to comply with these covenants. Additionally, the long-term nature of these covenants may impact the Company’s flexibility to implement future strategic transactions. Breaches could result in the lending institution implementing default, accelerated repayment obligations, or the need to renegotiate terms under unfavorable conditions.

As of the date of this proxy statement/prospectus, the Company’s principal indebtedness consists of intercompany funding provided by its parent, Jindalee. The Company expects that this intercompany funding will be converted into equity of US Elemental in connection with, or prior to, the completion of the Business Combination. As a result, the Company does not expect this intercompany arrangement to give rise to ongoing debt service obligations, third-party enforcement risk, or financial covenants following the completion of the Business Combination.

However, there can be no assurance that future debt financing, if pursued, would not include restrictive covenants that could limit financial or operational flexibility or require compliance with performance or financial ratios.

Our financial reporting and internal controls may require enhancement as we transition to a public-company environment.

As we grow and prepare for public-company reporting obligations, we may need to enhance internal controls, financial systems, and reporting processes. Adequate internal controls protect business reputation, prevent fraud, and provide reliable financial reports. Our management and an independent registered public accounting firm will need to assess and audit the effectiveness of our internal controls related to financial reporting. Once identified, management will need to effectively and timely implement controls and procedures that address discrepancies within the reporting and compliance assessment. Failure to implement adequate controls could result in errors, delays in financial reporting, or increased compliance costs. Additionally, the Company cannot ascertain whether the current lack of internal controls review will make our shares less attractive to future investors.

We depend on key personnel and may be unable to attract or retain the skilled workforce required to develop and operate the McDermitt Lithium Project.

Mining projects require experienced technical, operational, and managerial personnel. Competition for qualified professionals, particularly in the U.S. critical minerals sector, is intense. We depend on the continued services and performance of experienced personnel, including senior management and key skilled employees. If one or more of our senior management or other key employees discontinue their employment with us, we might not be able to replace them easily or in a timely manner, if at all. Competitors may also poach our talent as the Company becomes greater known within the mining industry. Loss of key personnel, or an inability to recruit and retain skilled employees and contractors, could delay project development, increase costs, or impair operational performance.

To successfully develop and operate the McDermitt Lithium Project, the Company must identify, hire, develop, and retain highly skilled individuals and our senior management. We face intense competition in the industry for key personnel and our continued ability to compete effectively depends, in part, upon our ability to attract and retain new employees. There is no assurance that we will always be able to locate and hire all the personnel that we may require. If we do not hire, retain, and successfully integrate our new hires, our ability to maintain productivity and retention could suffer and negatively impact our operational results.

Our business depends on maintaining positive relationships with local communities and stakeholders.

Community support is essential for permitting, development, and long-term operations. Opposition of the Company’s operational activities may adversely affect the Company’s reputation, its ability to receive mining rights or permits and its current or future activities. Misalignment with community expectations, concerns regarding environmental impacts, or insufficient engagement may lead to opposition, delays, or additional mitigation requirements.

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It is important that the Company maintain a positive relationship with the communities in which the Company operates to continue successful exploration and development of the McDermitt Lithium Project. Local stakeholders and other groups may oppose the Company’s exploration or operational activities through legal or administrative proceedings, protests, roadblocks or other forms of public expression against the Company. The McDermitt Lithium Project area is subject to existing grazing uses on BLM lands, and as noted in our Technical Report Summary, we will need to work closely with the holders of grazing leases in the area to address potential impacts of exploration and future development activities on ranching operations and grazing access.

A non-governmental organization opposed aspects of the Company’s exploration activities at the McDermitt Lithium Project by filing an administrative appeal with the U.S. Department of the Interior, Interior Board of Land Appeals (“IBLA”), challenging the BLM’s December 8, 2025 decision approving the Company’s exploration plan of operations for the McDermitt Lithium Project.

The appeal included a petition seeking to stay the BLM decision. On March 17, 2026, the IBLA denied the petition for stay and granted the Company’s motion to intervene, allowing exploration activities to proceed while the appeal continues. The opposition is limited to administrative proceedings relating to the BLM approval process and does not relate to any injunction, permit revocation, or court order preventing current exploration activities.

Further, environmental non-profit organizations have filed litigation in the United States District Court for the District of Oregon challenging the U.S. BLM’s December 8, 2025 Record of Decision approving the exploration plan of operations for the McDermitt Lithium Project. The plaintiffs allege deficiencies in the environmental review process under applicable federal law. The Company has moved to intervene in the proceedings as a proposed defendant intervenor in order to protect its interests in the McDermitt Lithium Project. While the currently approved exploration plan authorizes limited, temporary exploration activities only, and no injunction or stay has been issued to date, there can be no assurance as to the timing or ultimate outcome of the litigation. The proceedings could result in delays, additional regulatory requirements, increased costs, or restrictions on future project activities, any of which could adversely affect the Company’s business, financial condition, and prospects.

This opposition may have a negative impact on the Company’s ability to receive necessary mining rights or permits. Failure to maintain constructive relationships could materially impact project timelines and costs.

The assets and operations of the Company are subject to political, economic, and other uncertainties as a result of being located in the United States.

Although the United States is generally considered a stable jurisdiction for mining investment, our operations remain subject to political, economic, regulatory, and social risks. Changes in federal or state policies related to mining, land access, environmental regulation, taxation, or critical minerals could impact the permitting, development, or operation of the McDermitt Lithium Project.

Our business, financial condition, and results of operations may be adversely affected by outbreaks of infectious diseases, pandemics, public health threats.

Public health events, such as pandemics, epidemics, or infectious disease outbreaks, may adversely affect development and operation of the McDermitt Lithium Project. Key personnel may become ill or absent from work. Government municipalities may implement travel restrictions, shelter in place regulations, and other forms of limitations on businesses to enhance public safety. These regulations may disrupt supply chains, restrict workforce availability, delay permitting or construction activities, and impact market conditions. For example, in response to the COVID-19 pandemic, several travel and health restrictions were implemented globally. These restrictions impacted financial markets, disrupted supply-chains, caused delay in shipping and importing goods, and slowed down mining operations.

The impacts of climate change may adversely affect our operations and/or result in increased costs to comply with changes in regulations.

Climate change is an international and community concern which may directly or indirectly affect our business and current and future activities. The continuing rise in global average temperatures has created varying changes to regional climates across the world and extreme weather events have the potential to delay or hinder our exploration

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activities at the McDermitt Lithium Project, and to delay or cease operations at any future mine. This may require us to make additional expenditures to mitigate the impact of such events which may materially and adversely increase our costs and/or reduce production at the McDermitt Lithium Project. Governments at all levels are amending or enacting additional legislation to address climate change by regulating, among other things, carbon emissions and energy efficiency, or where legislation has already been enacted, regulation regarding emission levels and energy efficiency are becoming more stringent. As a significant emitter of greenhouse gas emissions, the mining industry is particularly exposed to such regulations. Compliance with such legislation, including the associated costs, may have a material adverse effect on our business, financial condition, results of operations, prospects and our ability to commence or continue our exploration and future development and mining operations.

Changing climate patterns may also affect the availability of water. If the effects of climate change cause prolonged disruption in the delivery of essential commodities, then production efficiency may be reduced, which may have a material adverse effect on our business, financial condition, results of operations and prospects.

In addition, climate change is perceived as a threat to communities and governments globally and stakeholders may demand reductions in emissions or call upon mining companies to better manage their consumption of climate-relevant resources. Negative social and reputational attention toward our operations may have a material adverse effect on our business, financial condition, results of operations and prospects. A number of governments have already introduced or are moving to introduce climate change legislation and treaties at the international, national, state/provincial and local levels. Regulations relating to emission levels (such as carbon taxes) and energy efficiency are becoming more stringent. If the current regulatory trend continues, this may result in increased costs at the McDermitt Lithium Project.

Our insurance coverage may not be sufficient in all possible contexts.

Mining explorations involve several risks related to unexpected geological conditions, personal injury, and death. We maintain insurance coverage that we believe is appropriate for our operations and industry standards. However, we cannot assure that we will be able to obtain insurance coverage at all times. Insurance can be subject to exclusions and potential claims that exceed policy limitations. As such, such coverage may not fully protect against all potential losses. Certain risks may be excluded, subject to high deductibles, or uninsurable at commercially reasonable rates. Additionally, insurers may dispute or deny claims. Uninsured liabilities that the Company incurs or may incur in the future can adversely affect cash flows and financial condition.

Risks Relating to Legal, Compliance and Regulations

Our right to mine at the McDermitt Lithium Project is derived from unpatented lode and placer mining claims, the loss of which would have a material adverse effect on our financial condition.

Our ability to explore and develop the McDermitt Lithium Project depends on maintaining our rights under the applicable mining claims, leases, or other tenure arrangements. These rights are subject to compliance with regulatory requirements, payment obligations, and other conditions. Failure to meet these obligations, or challenges to the validity of our tenure, could result in forfeiture, suspension, or termination of our rights. Loss of tenure would materially impair our ability to develop the project and could have a significant adverse effect on our business and financial condition.

There is some ambiguity in U.S. mining law as to whether sedimentary-hosted lithium deposits such as those at the McDermitt Lithium Project are most appropriately located as lode claims or as placer claims. To minimize this risk, we have located both lode and placer claims over portions of the current Mineral Resource area, but certain areas of the Mineral Resource, particularly to the west, are not presently covered by placer claims. If regulators or a court were to determine that placer claims are required for some or all of the McDermitt mineralization, we may need to stake additional placer claims or could face challenges to the validity or sufficiency of our existing claim configuration. Any such mischaracterization or unsuccessful defense of our claims could result in delays, increased costs, requirements to relocate or re-stake claims, or, in the worst case, loss of access to some or all of the Mineral Resource area, which could materially adversely affect our business and financial condition.

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We may be unable to obtain, maintain or renew required regulatory approvals that are mandatory for the planned mining activities.

The development and operation of the McDermitt Lithium Project require numerous federal, state, and local permits, approvals, and authorizations. Obtaining and renewing governmental permits can be expensive, lengthy, complex, and subject to change. The timeliness and success of permitting efforts are contingent upon many variables, some of which are not within our control.

While the Company will strive to obtain all permits and authorizations required, there is no assurance that required approvals will be obtained within expected timeframes, on acceptable terms, or at all.

Private parties, such as environmental organizations and local communities and stakeholders, may attempt to intervene in the governmental process to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. These attempts can materially increase the costs of and cause delays in the permitting process and could cause us not to proceed with our operational activities.

In addition, our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities. Any delay in, denial of, or loss of required approvals could result in reputational harm, litigation, regulatory action, increased costs, project delays, or an inability to proceed with the project, any of which could materially adversely affect our business, financial condition, results of operations, and prospects.

Our processing technology and development plans may be subject to intellectual property claims, which could delay or prevent commercialization of the McDermitt Lithium Project.

The development of the McDermitt Lithium Project relies on specific processing technologies, flowsheet designs, and metallurgical approaches to extract lithium from sedimentary clay deposits. Certain aspects of lithium processing technology have been the subject of patent filings, trade secrets, or other intellectual property claims by third parties, including competitors or other participants in the lithium industry.

There can be no assurance that third parties will not assert that our current or future processing methods infringe upon their intellectual property rights, or that we will have sufficient rights to freely operate our processing designs without obtaining licenses or making other arrangements. The defense of any such claims, whether or not meritorious, could result in significant costs, distraction of management, delays in project development, or the need to redesign processing flowsheets or enter into royalty-bearing licenses.

If we are required to modify our processing design, pay licensing fees, enter into unfavorable commercial arrangements, or if we are unable to successfully defend against intellectual property claims, the timing, cost, and economic viability of the McDermitt Lithium Project could be materially adversely affected.

Any such outcomes could render the project uneconomic or delay production beyond currently contemplated timelines.

We are subject to labor and employment laws and regulations, which could increase our costs and restrict our operations.

Our operations rely on skilled labor, contractors, and technical specialists. Labor availability, wage inflation, union activity, and regulatory changes may increase employment costs or impose additional compliance obligations. Workforce shortages or labor disputes could disrupt operations, delay project development, or increase reliance on higher-cost contractors.

The Company currently employs a relatively small core team focused on management, technical, permitting, and community engagement activities in support of the McDermitt Lithium Project. As the McDermitt Lithium Project advances beyond exploration and into development and construction, the Company anticipates a significant increase in workforce requirements.

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The Pre-Feasibility Study completed in November 2024 by Jindalee on the McDermitt Lithium Project estimated that development of the McDermitt Lithium Project could generate approximately 1,000 direct construction jobs during the build phase and approximately 600 direct permanent operational jobs over an expected operating life of approximately 60 years.

In anticipation of these future workforce needs, the Company has entered into a letter of understanding with the Oregon Building Trades Unions, a statewide umbrella organization representing numerous skilled trade unions across Oregon. Under this arrangement, the parties have agreed to work collaboratively towards the future negotiation of a project labor agreement covering construction of the McDermitt Lithium Project.

The Company believes that employee and labor relations are constructive and positive. Management views early and proactive engagement with organized labor and the local workforce as an important element of risk mitigation, permitting support, and long-term project execution, and expects this approach to support stable labor relations as the McDermitt Lithium Project progresses.

Land reclamation, mine closure and rehabilitation may be burdensome and costly and such costs may exceed the Company’s estimates.

Land reclamation, mine closure and rehabilitation requirements are generally imposed on mining and exploration companies, such as ours, which require us, among other things, to minimize the effects of land disturbance. Such requirements may include controlling the discharge of potentially dangerous effluents from a site and restoring a site’s landscape to its pre-exploration form. The actual costs of reclamation and mine closure are uncertain and planned expenditures may differ from the actual expenditures required. Rehabilitation cost estimates are based on assumptions regarding closure plans, regulatory requirements, and future cost levels as a result of our operations. Therefore, the amount that the Company is required to spend could be materially higher than current estimates.

Any additional amounts required to be spent on reclamation and mine closure may have a material adverse effect on the Company’s financial performance, financial position and results of operations and may cause us to alter the Company’s operations. In addition, the Company is required to maintain financial assurances, such as letters of credit, to secure reclamation obligations under certain laws and regulations. The failure to acquire, maintain or renew such financial assurances could subject us to fines and penalties or suspension of the Company’s operations. Letters of credit or other forms of financial assurance represent only a portion of the total amount of money that will be spent on reclamation over the life of a mine’s operation.

Future lawsuits may be filed against us, and an adverse ruling could have a material adverse effect on our business and financial performance.

In the future, we may become involved in disputes or legal proceedings arising from our operations, contractual relationships, environmental obligations, or interactions with stakeholders. Litigation can be costly, time-consuming, and unpredictable. Even if we believe claims are without merit, adverse judgments or settlements may result in significant financial losses, operational restrictions, or reputational harm. The claims that we prevail on may still become lengthy, costly, and time consuming in ways that divert attention away from our ordinary course of business. The claims may arise from foreign persons or entities who require litigation in foreign jurisdictions. The costs and time spent toward legal proceedings may have a material adverse effect on our financial condition, asset, and business reputation.

We are subject to certain agreements with government entities that have provided us with certain incentives and favorable financing and contain conditions and obligations, that, if not complied with, could negatively impact our business or require us to repay that financing or lose access to those incentives.

The McDermitt Lithium Project is recognized as a project of strategic importance to the United States, reflecting its scale, location on federal lands and alignment with U.S. Government priorities to strengthen domestic supply chains for critical minerals. The McDermitt Lithium Project retains its designation as a FAST-41 Transparency Project under the “Fixing America’s Surface Transportation Act” initiative, which is intended to improve coordination, transparency and predictability across federal permitting processes for major infrastructure and resource developments.

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Moreover, the Company is party to a Cooperative Research and Development Agreement (“CRADA”) with the U.S. Department of Energy (“DOE”). The CRADA provides a framework for collaborative research focused on improving extraction methodologies, reducing environmental impacts and evaluating opportunities for coproduct recovery. Research activities under the CRADA are funded by the DOE, with the Company providing in-kind support, including access to data, samples and technical expertise. The continuation of the CRADA, the scope of work performed, and the availability of DOE resources are subject to governmental priorities, funding decisions, and compliance with the terms of the CRADA, and are not guaranteed. Research activities undertaken pursuant to the CRADA may not result in commercially viable technologies, may take longer than anticipated, or may not be scalable to commercial operations.

In addition, CRADAs typically include provisions governing ownership, use, and licensing of intellectual property developed under the collaboration, which may limit our ability to freely use, license, or exclusively control certain technologies or require us to grant rights to the U.S. government or third parties. If the CRADA is terminated, fails to deliver expected technical outcomes, or results in intellectual property restrictions that limit our ability to deploy or commercialize processing technologies on acceptable terms, the development timeline, capital requirements, or economic viability of the McDermitt Lithium Project could be materially adversely affected.

The acceptance of federal monies would make the Company and its operations subject to continued compliance with various federal regulations, which could delay timing of the expected completion of the McDermitt Lithium Project and increase our costs. Any such delays or increased costs could harm our business and operations.

Our parent, Jindalee, will remain listed on the Australian Securities Exchange, which could divert our management’s time and resources away from our development efforts at the McDermitt Lithium Project. We may face claims and liability for breaches, or alleged breaches, of Australian regulations and other applicable laws.

Our parent, Jindalee, will remain listed, and will be required to comply with Australian corporate law and the listing rules of the ASX. We have policies and procedures that we believe are designed to provide reasonable assurance that our actions will not infringe on either Australian corporate law or the ASX Listing Rules. These laws, regulations and standards are subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by Australian regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If, notwithstanding our efforts to comply with new laws, regulations and standards, we fail to comply, regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Changes in federal or state laws, regulations, or policies applicable to mining, land use, and critical minerals could materially impact the development and operation of the McDermitt Lithium Project.

Our business is subject to extensive federal, state, and local laws governing mining, land access, environmental protection, water use, reclamation, and critical minerals. Legislative or regulatory changes, such as amendments to the U.S. Mining Act, new restrictions on mining on federal lands, changes to critical minerals policy, or revised environmental standards, could materially affect permitting timelines, project design, operating costs, or the economic viability of the McDermitt Lithium Project. Regulatory shifts may also impose additional compliance obligations, require modifications to planned operations, or limit our ability to develop or expand the project. Any such changes could materially and adversely affect our business, financial condition, and prospects.

Our operations at the McDermitt Lithium Project are subject, or may become subject, to environmental, health and safety regulations, which could impose additional costs and compliance requirements, and we may face claims and liability for breaches, or alleged breaches, of such regulations and other applicable laws.

Our operations at the McDermitt Lithium Project are subject to compliance with various environmental, health and safety laws, regulations, permitting requirements and standards.

We are subject to environmental laws, regulations and permits in the various jurisdictions in which we operate. These environmental laws, regulations, and permits present greater risks if we progress our mining operations. Such regulations would include those relating to, among other things, the removal and extraction of natural resources, the

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emission and discharge of materials into the environment, including plant and wildlife protection, remediation of soil and groundwater contamination, reclamation and closure of properties, including waste storage facilities, groundwater quality and availability, and the handling, storage, transport and disposal of wastes and hazardous materials. Pursuant to such requirements, we may be subject to inspections or reviews by governmental authorities. Failure to comply with these environmental requirements may expose us to litigation, fines or other sanctions, including the revocation of permits and suspension of operations. We expect to continue to incur significant capital and other compliance costs related to such requirements. These laws, regulations and permits, and the enforcement and interpretation thereof, change frequently and generally have become more stringent over time. If our noncompliance with such regulations were to result in a release of hazardous materials into the environment, such as soil or groundwater, we could be required to remediate such contamination, which could be costly. Moreover, noncompliance could subject us to private claims for property damage or personal injury based on exposure to hazardous materials or unsafe working conditions. In addition, changes in applicable requirements or stricter interpretation of existing requirements may result in costly compliance requirements or otherwise subject us to future liabilities. The occurrence of any of the foregoing, as well as any new environmental, health and safety laws and regulations applicable to our business or stricter interpretation or enforcement of existing laws and regulations, could have a material adverse effect on our business, financial condition and results of operations.

We also could be liable for any environmental contamination at, under or released from our or our predecessors’ currently or formerly owned or operated properties or third-party waste disposal sites. Certain environmental laws impose joint and several strict liability for releases of hazardous substances at such properties or sites, without regard to fault or the legality of the original conduct. A generator of waste can be held responsible for contamination resulting from the treatment or disposal of such waste at any off-site location (such as a landfill), regardless of whether the generator arranged for the treatment or disposal of the waste in compliance with applicable laws. Costs associated with liability for removal or remediation of contamination or damage to natural resources could be substantial and liability under these laws may attach without regard to whether the responsible party knew of, or was responsible for, the presence of the contaminants. Accordingly, we may be held responsible for more than our share of the contamination or other damages, up to and including the entire amount of such damages. In addition to potentially significant investigation and remediation costs, such matters can give rise to claims from governmental authorities and other third parties, including for orders, inspections, fines or penalties, natural resource damages, personal injury, property damage, toxic torts and other damages. Our costs, liabilities and obligations relating to environmental matters could have a material adverse effect on our business, financial position and results of operations.

Additionally, due to the nature of our operations, our employees and contractors are exposed to varying degrees of risk in the workplace. These risks may include exposure to dangerous situations, machinery or materials and/or health hazards and have the potential to result in disease, personal injury or death. We are subject to laws and regulations concerning the health, safety and security of our employees (including third-party personnel) working at sites and persons who are not employed by us but may be directly affected by our operations under our management and, accordingly, must implement adequate health and safety systems and procedures. Health and safety incidents can result in loss of life, losses and liabilities, work stoppages, serious damage to equipment or property or environmental damage. These risk factors can, singularly or in combination, have a material effect on our reputation, results of operations and financial condition. In the event of disease, injury or death arising out of the negligence of an employer or its employees, a risk of civil and, in certain circumstances, criminal litigation exists. In the case of a work-related fatality, an employer may be subjected to criminal charges in a court of law. Furthermore, such incidents can result in citations for violation of various health and safety laws and regulations that could have a material adverse effect on our results of operations, financial condition and/or prospects.

Our operations may be affected by evolving climate-related regulations and policies.

Federal and state governments continue to develop policies aimed at reducing greenhouse gas emissions, increasing energy efficiency, and addressing climate-related risks. These laws, treaties, and international agreements may impose additional reporting obligations, disclosures, require investment in emissions-reduction technologies, or increase energy costs. Climate-related regulations may also affect permitting processes, land-use decisions, or stakeholder expectations.

Compliance with evolving climate policies may increase capital or operating costs and could impact the feasibility or timing of the McDermitt Lithium Project. Additionally, climate related laws and regulations may adversely affect our ability to compete with mining companies that are situated in geographical areas subject to

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climate related risks. Environmental laws may also impose liability for the remediation of contamination at current or former sites, regardless of fault. If contamination is identified on or near our project area, we may be required to undertake remediation activities or bear associated costs. These liabilities may be material and could adversely affect our financial position.

We may be subject to delays or increased costs due to complex and evolving permitting requirements and challenges.

The permitting process for mining projects in the United States is rigorous, complex, and time consuming. The process often involves multiple agencies, overlapping jurisdictions, and extensive public consultation. The success of permitting efforts are outside of our control. There can be no assurance that all necessary approvals, permits and licenses will be obtained or that the costs involved will not exceed our estimates. Permitting requirements may change over time, and agencies may impose additional conditions or require supplemental studies. Complying with additional government requirements may require increased capital investments. These factors may result in delays, increased costs, or uncertainty regarding project timelines. Failure to obtain or maintain required permits could prevent or delay the development of the McDermitt Lithium Project.

We may not be able to obtain or renew permits or approvals that are necessary to our planned operations, or we may discover that the cost and time required to obtain or renew such permits and approvals exceeds our expectations. Any unexpected delays, costs or conditions associated with the governmental approval process could delay our planned exploration, development and mining operations, which in turn could materially adversely affect our prospects, revenues and profitability. In addition, our prospects may be adversely affected by the revocation or suspension of permits or by changes in the scope or conditions for use of any permits obtained.

For example, while many of the permits required for development of the McDermitt Lithium Project come, or are expected to come, from the States of Oregon and Nevada, it is possible that the project will require a permit from the federal governments, such as a permit under Section 404 of the Clean Water Act. If the project requires a federal permit, the project will be subject to environmental review under the National Environmental Policy Act (“NEPA”). In that circumstance, in addition to additional permitting review, NEPA also provides an additional avenue for opponents to challenge the project.

For example, in addition to the permits that we have been issued to date, we are required to obtain other permits and approvals before construction or operations related to zoning, rezoning, construction mining, mineral concentration and chemical manufacturing. To obtain certain permits, we may be required to conduct environmental studies and collect and present data to governmental authorities pertaining to the potential impact of our current and future operations upon the environment and to take steps to avoid or mitigate those impacts. The permitting rules, and interpretation thereof, are complex and have generally become more stringent over time. In some cases, the public (including environmental interest groups) has rights to comment upon, and submit objections to, permit applications and environmental impact statements prepared in connection therewith, and otherwise participate in the permitting process, including challenging the issuance of permits, validity of environmental impact statements and determinations and performance of permitted activities. Accordingly, permits required for our operations, including our Projects, may not be issued, maintained, exchanged, amended or renewed in a timely fashion or at all, or may be issued or renewed upon conditions that restrict our ability to conduct our operations economically. Any such failure to obtain, maintain, exchange, amend or renew permits, or other permitting delays or conditions, including in connection with any environmental impact analyses, could have a material adverse effect on our business, results of operations and financial condition.

Private parties, such as environmental organizations and local residents, frequently attempt to intervene in the permitting process to persuade regulators to deny necessary permits or seek to overturn permits that have been issued. These third-party actions can materially increase the costs of and cause delays in the permitting process and could cause us not to proceed with the development or operation of a property. In addition, our ability to successfully obtain key permits and approvals to explore for, develop, operate and expand operations will likely depend on our ability to undertake such activities in a manner consistent with the creation of social and economic benefits in the surrounding communities, which may or may not be required by law. Our ability to obtain permits and approvals and to successfully operate in particular communities may be adversely affected by real or perceived detrimental events associated with our activities.

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Environmental or wildlife protection requirements, including those related to sensitive species and habitat, could materially restrict or prevent development of the McDermitt Lithium Project.

The McDermitt Lithium Project is located in an area that includes habitat for wildlife species subject to heightened federal and state protections. Regulatory requirements designed to protect sensitive species and associated habitats may impose restrictions on land use, mining methods, infrastructure placement, operating schedules, or reclamation approaches.

Compliance with habitat protection requirements may require extensive environmental studies, operational modifications, seasonal limitations, land avoidance, or off-site mitigation measures, which could significantly increase capital or operating costs. In certain circumstances, mitigation requirements could become economically impractical or insufficient to allow development as currently contemplated.

If regulatory agencies impose additional restrictions, deny approvals, or determine that impacts to protected species or habitats cannot be adequately mitigated, we may be required to substantially redesign, delay, suspend, or abandon development of the McDermitt Lithium Project, which would have a material adverse effect on our business, financial condition, and prospects.

Jindalee’s public filings were subject to Australian disclosure standards, which differ from SEC disclosure requirements.

Prior to the closing of the Business Combination, the Company’s Ore Reserve (as such term is defined in the JORC Code) and Mineral Resource estimates have been prepared by Jindalee in accordance with the applicable reporting requirements of, and are based on confidence categories defined in the Australian Standards, which differ from the S-K 1300 Standard.

The S-K 1300 Standard and the Australian Standards have similar goals in terms of conveying an appropriate level of confidence in the disclosures being reported but embody different approaches and definitions. For example, the terms “Ore Reserve,” “Proved Ore Reserve,” “Probable Ore Reserve,” “Mineral Resource,” “Measured Mineral Resource,” “Indicated Mineral Resource,” and “Inferred Mineral Resource” are Australian mining terms as defined in the JORC Code, and their definitions differ from the definitions of the terms “mineral reserve,” “proven mineral reserve,” “probable mineral reserve,” “mineral resource,” “measured mineral resource,” “indicated mineral resource” and “inferred mineral resource” under the S-K 1300 Standard. “Inferred mineral resources” have a great amount of uncertainty as to the existence of such resources and their economic and legal feasibility. A significant amount of exploration must be completed in order to determine whether an inferred mineral resource may be upgraded to a higher category. Under the S-K 1300 Standard, a “pre-feasibility study” is typically required to report mineral reserves supported by a discounted cash flow analysis. The requirements for the declaration of mineral reserves under the S-K 1300 Standard are generally stricter than what is acceptable under the JORC Code and have required the reclassification of previously declared mineral reserves to mineral resources. In addition, the JORC Code allows Measured and Indicated Mineral Resources to be reported inclusive of Mineral Resources modified to produce its Ore Reserves whereas the S-K 1300 Standard requires mineral resources to be reported exclusive of mineral reserves.

Future adjustments may occur due to differing standards, required study levels, price assumptions, future divestments and acquisitions and other factors. Accordingly, our estimates of resources and reserves in this proxy statement/prospectus and in other reports that we are required to file with the SEC may be different than our estimates of resources and reserves as reported in our ASX disclosures.

Our failure to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar laws and regulations could negatively impact our reputation and results of operations.

The legal and regulatory framework in which we operate is complex, and our governance and compliance policies and processes may not prevent potential breaches of law or accounting or other governance practices. Our operating and ethical codes, among other standards and guidance, may not prevent instances of fraudulent behavior and dishonesty, nor guarantee compliance with legal and regulatory requirements.

We are required to comply with anti-corruption laws and regulations imposed by governments around the world with jurisdiction over our operations, which may include Australian anti-bribery and corruption legislation, as well as the laws of the other countries (for example, the U.S. Foreign Corrupt Practices Act and the UK’s Bribery Act 2010)

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where we do business or have a close connection. These laws and regulations may restrict our operations, trade practices, investment decisions and partnering activities. These and other applicable laws prohibit us and our officers, directors, employees and business partners acting on our behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to “foreign officials” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. We are subject to the jurisdiction of various governments and regulatory agencies around the world, which may bring our personnel and representatives into contact with “foreign officials” responsible for issuing or renewing permits, licenses or approvals or for enforcing other governmental regulations.

Our failure to successfully comply with these laws and regulations may expose us to reputational harm, as well as significant sanctions, including criminal fines, imprisonment, civil penalties, disgorgement of profits, injunctions and debarment from government contracts, as well as other remedial measures. Investigations of alleged violations can be expensive and disruptive. Compliance, on the other hand, often adds cost and complexity to the permitting process and subsequent operations. We continuously develop and maintain policies and procedures designed to comply with applicable anti-corruption, anti-bribery, anti-money laundering and similar areas. However, there can be no guarantee that our policies and procedures will effectively prevent violations by our employees or business partners acting on our behalf, for which we may be held responsible, and any such violation could adversely affect our reputation, business, results of operations and financial condition.

Several of the Company’s directors and officers are residents outside of the United States, and it may be difficult for shareholders to enforce within the United States any judgments obtained against such directors or officers.

Several of the Company’s directors and officers are nationals and/or residents of countries other than the United States, and all or a substantial portion of such persons’ assets are located outside of the United States. As a result, it may be difficult for investors to effect service of process on such directors and officers, or enforce within the United States any judgments obtained against such directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state. Consequently, shareholders may be effectively prevented from pursuing remedies against such directors and officers under United States federal securities laws. In addition, shareholders may not be able to commence an action in a foreign court predicated upon the civil liability provisions under United States federal securities laws. The foregoing risks also apply to those experts identified in this report that are not residents of the United States.

Changes in tax laws or the interpretation of existing tax laws could adversely affect our financial performance.

We are subject to federal and state taxation regimes that may change over time. Amendments to tax laws, changes in tax rates, or shifts in the interpretation of existing rules could increase our tax burden, reduce available incentives, or affect the economics of the McDermitt Lithium Project. Any such changes could adversely affect our financial condition and results of operations.

We may be affected by changes in trade, export, or critical minerals policies that impact the lithium supply chain.

Government policies relating to trade, tariffs, export controls, or critical minerals may affect the availability and cost of equipment, reagents, or processing technologies. Changes in trade policy may also influence global lithium markets or the competitiveness of U.S.-based production. Any such developments could impact project economics or supply chain reliability.

We may be subject to increased scrutiny or obligations under Indigenous, cultural heritage, or community-related laws.

Federal and state laws require consultation with Indigenous groups and consideration of cultural heritage resources. Additional obligations may arise if new cultural sites are identified or if regulatory expectations evolve. The legal nature of Indigenous law and regulation is highly complex. Compliance may require project modifications, additional studies, or mitigation measures, which could increase costs or delay development. Even if regulation is not implemented, the Company may need to obtain community approval through negotiation in order to begin exploration and continue operational results. There is no assurance that the Company will be able to establish a practical working relationship with the Indigenous population in the area which would allow it to ultimately continue business operations.

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Risks Related to Technology

A significant cybersecurity incident targeting our operational technology, information systems, or third-party service providers could disrupt our business, delay the development of the McDermitt Lithium Project, or result in financial loss.

We rely on a range of digital systems — including geological modelling software, engineering platforms, financial systems, and operational technology — to support the development of the McDermitt Lithium Project. A cybersecurity incident, such as ransomware, malware, unauthorized access, or a targeted attack on mining-sector infrastructure, could disrupt critical systems, delay project development, compromise sensitive data, or impair our ability to operate. As we progress toward construction and eventual operations, our exposure to cyber threats will increase, particularly as we integrate automated systems, remote monitoring, and third-party digital platforms. A material cybersecurity breach could result in operational downtime, increased costs, loss of intellectual property, reputational harm, or other adverse impacts.

Additionally, we depend on external engineering firms, laboratories, IT service providers, cloud-based platforms, and other contractors who may have access to our systems or data. We cannot guarantee that these third parties maintain cybersecurity standards consistent with our expectations. A breach affecting a third-party provider could compromise our proprietary information, disrupt project development, or expose us to financial and operational risks. As our reliance on digital collaboration tools and remote data sharing increases, so does our exposure to cybersecurity vulnerabilities originating outside our direct control.

Cybersecurity threats are evolving rapidly, and our existing measures may not be sufficient to prevent or detect all incidents.

Cyber threats continue to grow in sophistication, frequency, and scale. Threat actors — including criminal groups, hacktivists, and state-sponsored entities — may target mining companies for intellectual property, strategic information, or financial gain. While we implement cybersecurity controls that we believe are appropriate for our current stage of development, these measures may not be adequate to prevent or detect all attacks. As we expand our digital footprint, we may need to invest in additional cybersecurity resources, monitoring tools, and personnel. Failure to keep pace with evolving threats could increase the likelihood or severity of a cybersecurity incident.

Responding to cybersecurity incidents may require forensic investigations, system restoration, enhanced security measures, legal and advisory services, and potential notification obligations. Even unsuccessful attempts may require additional investment in cybersecurity infrastructure. These costs may be material and could divert resources from project development or other strategic priorities. Accordingly, we may incur significant costs in response to actual or attempted cybersecurity incidents.

A cybersecurity breach could result in the loss, theft, infrastructure instability, or unauthorized disclosure of sensitive information, including proprietary data and personal information.

We store and process sensitive information, including geological data, engineering designs, commercial strategies, and limited personal information relating to employees and contractors. A cybersecurity incident could result in unauthorized access, theft, or disclosure of such information. Loss of proprietary data may undermine our competitive position or impair project development, while unauthorized disclosure of personal information may expose us to regulatory scrutiny, remediation costs, and reputational harm. Our risk and exposure to these matters cannot be fully mitigated because of the evolving nature of these threats. As such threats continue to evolve, we may be required to expend additional resources to enhance protective measures or to investigate and mitigate any security vulnerabilities.

Additionally, our business depends on the availability and reliability of external infrastructure, including power utilities, telecommunications networks, cloud platforms, and transportation systems. Cyberattacks on these external systems — whether or not we are directly targeted — could disrupt our operations, delay project development, or increase costs. As mining projects increasingly rely on digital connectivity, the potential impact of such disruptions continues to grow.

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We may face increased regulatory obligations and scrutiny relating to cybersecurity and data protection.

As we progress toward construction and operations, we may become subject to additional federal and state requirements relating to cybersecurity, critical infrastructure protection, and data privacy. Compliance with evolving regulatory expectations may require additional investment in systems, personnel, and processes to provide notice of data security incidents involving certain types of data. Such disclosures are costly, and the disclosure or the failure to comply with such requirements could lead to adverse consequences. These laws and regulations are constantly evolving and subject to varying interpretations. Flawed application to these regulations may result in a failure to address and comply. Failure to comply with applicable requirements could result in penalties, increased oversight, or reputational harm.

Risks Relating to the Company’s Projections

We will complete a Feasibility Study for the McDermitt Lithium Project, and no assurance can be given that the Feasibility Study outcome will support a decision to proceed with development.

The Feasibility Study for the McDermitt Lithium Project remains in progress, and its outcomes are subject to a wide range of technical, economic, operational, and market assumptions. Although the Feasibility Study supports the technical viability and economic viability of the project at the time of reporting, there can be no assurance that the Company will make a final decision to proceed with development or obtain the financing, permits, infrastructure, or other conditions necessary to do so. Key inputs, including capital cost estimates, operating cost assumptions, metallurgical recoveries, mine design, permitting timelines, and commodity price forecasts — may differ materially from preliminary expectations. If the Feasibility Study results do not meet internal or external investment criteria, we may delay, modify, or suspend development activities, which could materially impact our growth plans, financial position, and strategic objectives.

Our Mineral Resource estimate may differ materially from actual mineral quantities we ultimately recover, and changes in costs may render resources uneconomic.

Our Mineral Resource estimates are inherently uncertain and rely on geological interpretations, sampling data, metallurgical testwork, and assumptions regarding mining and processing parameters, commodity prices, and operating costs.

Furthermore, estimates of different geologists and mining engineers may vary, and results of our mining and production, subsequent to the date of an estimate, may lead to revision of estimates due to fluctuations in the market price of ores and metals, reduced metal recovery or increased production costs due to inflation or other factors which may render Mineral Resources containing lower grades of mineralization uneconomic to exploit and may ultimately result in a restatement of Mineral Resources and may adversely impact future cash flows.

Furthermore, Mineral Resource estimates are based on limited sampling and, consequently, are uncertain as the samples may not be representative of the entire body of mineralization. As a better understanding of a body of mineralization is obtained, the estimates may change significantly.

We currently have no Mineral Reserves for the McDermitt Lithium Project, and there is no assurance that any of our Mineral Resources will ever be converted into Mineral Reserves or that a mine plan will ultimately be demonstrated to be economically viable. Changes in long-term lithium prices, process recoveries, operating and capital cost assumptions, mine design, cut-off grades or other factors may render currently estimated Mineral Resources uneconomic to exploit and could result in reductions or restatements of Mineral Resources, which may adversely impact our business, financial condition and future cash flows.

Increases in capital or operating costs, changes in mine design, or declines in lithium prices may render portions of our resources uneconomic, which could negatively impact project economics, asset values, and future production. Any material changes in volume, grade, geometry or continuity of mineralization, or in the assumptions of mineralization may adversely affect the economic viability of the mining process. The Company cannot provide assurance that mineralization can be mined or processed profitably. As such, Mineral Resource estimates have been determined and valued based on assumed future metal prices, cut-off grades, and operating costs that may be inaccurate or may change over time. Our metallurgical process design and recovery assumptions are based on laboratory and pilot-scale testwork and incorporate assumptions regarding impurity removal and lithium losses that have not yet been

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fully confirmed at a commercial scale. In particular, the Technical Report Summary assumes an additional lithium loss factor to reflect potential losses during impurity removal and lithium carbonate production, which has not yet been verified through dedicated testwork and may differ under actual operating conditions. If actual process recoveries, lithium losses or operating costs differ materially from these assumptions, or if long-term lithium prices are lower than assumed, portions of our Mineral Resources could become uneconomic and project economics, asset values and future production expectations could be materially adversely affected.

Risks Relating to CSTA and the Business Combination

CSTA’s sponsor changed in January 2023, and CSTA’s current Sponsor sourced and negotiated the Business Combination. The sponsor handover resulted in changes to CSTA’s management team and strategic direction.

On January 30, 2023, CSTA completed the sponsor handover, pursuant to which control of CSTA’s sponsor was transferred from the Old Sponsor to the current Sponsor, Constellation Sponsor LP, which is controlled by affiliates of Antarctica Capital. In connection with the sponsor handover, CSTA’s management team was replaced with executives affiliated with Antarctica Capital. The current management team, including Chandra R. Patel and Jarett Goldman, subsequently conducted an independent review of potential business combination targets, identified HiTech as a compelling target, and negotiated the terms of the Business Combination. Investors should be aware that: (i) the Business Combination was sourced and negotiated entirely by CSTA’s current management team following the sponsor handover, (ii) neither the Old Sponsor nor CSTA’s former management team had any involvement in the identification of HiTech or the negotiation of the Business Combination, (iii) the sponsor handover resulted in a change in CSTA’s strategic direction and investment focus, (iv) the Sponsor and its affiliates have committed to provide certain financing to US Elemental through the Securities Purchase Agreement, which may create incentives for the Sponsor to consummate the Business Combination that differ from the interests of public shareholders, and (v) the Sponsor acquired its interest in CSTA at a nominal cost and will benefit from the completion of the Business Combination even if public shareholders experience losses. For more information about the sponsor handover, see “The Business Combination Proposal — The Background of the Business Combination.”

CSTA’s Sponsor and members of CSTA’s team have agreed to vote in favor of the Business Combination, regardless of how CSTA Public Shareholders vote.

The Sponsor currently owns approximately 97.7% of the outstanding CSTA Ordinary Shares. The Sponsor and members of CSTA’s team also may from time-to-time purchase CSTA Class A Ordinary Shares prior to the completion of a business combination. CSTA Organizational Documents provide that, if CSTA seeks shareholder approval, CSTA will complete its business combination only if CSTA receives (i) an ordinary resolution under Cayman Islands law in connection with the Business Combination Proposal, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company and (ii) a special resolution under Cayman Islands law in connection with the Merger Proposal, which requires the affirmative vote of a majority of not less than two-thirds of the shareholders who attend and vote at a general meeting of the company. As such, a business combination may be approved by the Sponsor without the vote of any of the CSTA Public Shares.

Since the Sponsor, as well as CSTA’s officers and directors, have interests that are different, or in addition to (and which may conflict with), the interests of the CSTA Public Shareholders, a conflict of interest may have existed in determining whether the Business Combination with HiTech is appropriate as our initial business combination. Such interests include that the Sponsor will lose its entire investment in us if the Business Combination is not completed.

In considering the recommendation of the CSTA Board to vote in favor of the Business Combination, CSTA Shareholders should be aware that, aside from their interests as shareholders, our Sponsor and our directors, officers and advisors and HiTech’s current owner have interests in the Business Combination that are different from, or in addition to, those of our other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to CSTA Shareholders that they approve the Business Combination. CSTA Shareholders should take these interests into account in deciding whether to approve the Business Combination. These interests include, among other things:

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• the fact that the Sponsor has irrevocably waived the anti-dilution adjustments set forth in the CSTA Organizational Documents with respect to the CSTA Class B Ordinary Shares that it holds;

• the fact that the Sponsor (and CSTA’s officers and directors who are members of the Sponsor) can earn a positive rate of return on their investment, even if other CSTA Shareholders experience a negative rate of return in the Combined Company, including if the share price of the US Elemental Common Stock after the Closing falls below the price initially paid for the CSTA Units in the IPO;

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order to preserve cash for the combined company following the Closing; for a description of such loans, see “CSTA’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and for a description of the treatment of such loans in the Business Combination, see “The Business Combination Proposal”;

• the fact that Sponsor has the right to designate one member of the US Elemental Board;

These interests may have influenced the decision of the CSTA Board to approve the Business Combination and to continue to pursue such Business Combination. In considering the recommendations of CSTA Board to vote for the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal, the CSTA Public Shareholders should consider these interests.

CSTA may not be able to consummate the Business Combination by the Termination Date, in which case CSTA would cease all operations except for the purpose of winding up and CSTA would redeem CSTA Public Shares and liquidate.

If CSTA is unable to consummate the Business Combination with HiTech, CSTA may not be able to find a suitable target business and consummate a business combination by the Termination Date. CSTA’s ability to complete a business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. Further, financial markets may be adversely affected by current or anticipated military conflicts (including the military conflicts between Russia and Ukraine and in the Middle East and rising tensions between China and Taiwan), terrorism, sanctions or other geopolitical events. See “— CSTA’s search for

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a business combination, and any target business with which CSTA may ultimately consummate a business combination, may be materially adversely affected by the geopolitical tensions, including the conflicts between Russia-Ukraine and in the Middle East, rising tensions between China and Taiwan, and subsequent sanctions against individuals and entities and the status of debt and equity markets, as well as protectionist legislation in CSTA’s target markets.”

If CSTA has not consummated a business combination within such applicable time period, CSTA will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the CSTA Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to CSTA to pay CSTA’s income taxes, if any (less taxes payable), divided by the number of the then-outstanding CSTA Public Shares, which redemption will completely extinguish CSTA Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of CSTA’s remaining shareholders and the CSTA Board, liquidate and dissolve, subject in each case to CSTA’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of other applicable law. CSTA Organizational Documents provide that, if CSTA winds up for any other reason prior to the consummation of a business combination, CSTA will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, CSTA Public Shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and CSTA Warrants will expire worthless. See “— If third parties bring claims against CSTA, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

CSTA depends on a variety of U.S. and multi-national financial institutions to provide CSTA with banking services. The default or failure of one or more of the financial institutions that CSTA relies on may adversely affect CSTA’s business and financial condition.

CSTA maintains the majority of its cash and cash equivalents in accounts with major U.S. and multi-national financial institutions, and CSTA’s deposits at certain of these institutions exceed insured limits. Market conditions can impact the viability of these institutions. In the event of the failure of any of the financial institutions where CSTA maintains CSTA’s cash and cash equivalents, there can be no assurance that CSTA would be able to access uninsured funds in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect CSTA’s liquidity, business and financial condition.

CSTA’s search for a business combination, and any target business with which CSTA may ultimately consummate a business combination, may be materially adversely affected by the geopolitical tensions, including the conflicts between Russia-Ukraine and in the Middle East, rising tensions between China and Taiwan, and subsequent sanctions against individuals and entities and the status of debt and equity markets, as well as protectionist legislation in CSTA’s target markets.

U.S. and global markets have experienced, and may continue to experience, volatility and disruption resulting from geopolitical tensions, including the conflicts between Russia-Ukraine and in the Middle East and rising China-Taiwan tensions. In response to the invasion of Ukraine by Russia, the United States, the United Kingdom, the European Union and other countries announced, and may continue to announce, various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine during the ongoing military conflict, increasing geopolitical tensions with Russia. Increasing geopolitical tensions have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing military conflict in Ukraine, the conflict in the Middle East and growing tensions between China and Taiwan are highly unpredictable, the conflicts could lead to market disruptions, including significant volatility in energy and other commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, military actions and the resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

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Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions could adversely affect CSTA’s search for a business combination and any target business with which CSTA may ultimately consummate a business combination. Any such disruptions may also have the effect of heightening many of the other risks described elsewhere in this proxy statement/prospectus. If these disruptions or other matters of global concern continue for an extensive period of time, CSTA’s ability to consummate a business combination, or the operations of a target business with which CSTA may ultimately consummate a business combination, may be materially adversely affected.

In addition, increasing geopolitical tensions could result in increased cyber-attacks against U.S. companies.

Economic recessions or downturns could impair CSTA’s ability to attract a target company and complete an initial business combination.

The current macroeconomic environment is characterized by labor shortages, strikes, work stoppages, labor disputes, supply chain disruptions and accidents, changing interest rates, persistent inflation, foreign currency exchange volatility, volatility in global capital markets and concerns over actual and potential tariffs and sanctions, inflation and persistent recession risk. The risks associated with CSTA’s ability to attract a target company for completing an initial business combination are more severe during periods of economic slowdown or recession.

Changes to United States tariff and import/export regulations may have a negative effect on potential target companies and, in turn, harm CSTA.

The United States has recently enacted significant new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs. There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict potential target companies’ access to suppliers or customers and have a material adverse effect on their business, financial condition and results of operations, which in turn would negatively impact CSTA’s possibility of closing an initial business combination.

The Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase CSTA Public Shares or CSTA Public Warrants, which may influence a vote on the Business Combination and reduce the public “float” of CSTA Class A Ordinary Shares or CSTA Public Warrants.

If CSTA seeks shareholder approval of a business combination and CSTA does not conduct redemptions pursuant to the tender offer rules, the Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of a business combination, although they are under no obligation to do so. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase CSTA Public Shares or warrants in such transactions.

In the event that the Sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from CSTA Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (i) vote in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with a business combination, or (iii) satisfy a closing condition in an agreement with a target that requires CSTA to have a minimum net worth or a certain amount of cash at the closing of a business combination, where it appears that such requirement would otherwise not be met. Any such purchases of CSTA’s securities may result in the completion of a business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of CSTA Class A Ordinary Shares or public warrants may be reduced and the number of beneficial holders of CSTA’s securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of CSTA’s securities on a national securities exchange.

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Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Information about CSTA — Effecting Our Business Combination — Permitted Purchases and Other Transactions with Respect to Our Securities” for a description of how the Sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.

If CSTA does not consummate a business combination by the Termination Date, CSTA Public Shareholders may be forced to wait beyond the Termination Date before redemption from the Trust Account.

If CSTA does not consummate a business combination by the Termination Date, the proceeds then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to CSTA to pay CSTA’s income taxes, if any, will be used to fund the redemption of CSTA Public Shares, as further described herein. Any redemption of CSTA Public Shareholders from the Trust Account will be effected automatically by function of the CSTA Organizational Documents prior to any voluntary winding up. If CSTA is required to wind up, liquidate the Trust Account and distribute such amount therein, pro rata, to CSTA Public Shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Cayman Companies Act. In that case, investors may be forced to wait beyond the Termination Date, before the redemption proceeds of the Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from the Trust Account. CSTA has no obligation to return funds to investors prior to the date of CSTA’s redemption or liquidation unless, prior thereto, CSTA consummates its business combination or amend certain provisions of the CSTA Organizational Documents, and only then in cases where investors have sought to redeem their CSTA Class A Ordinary Shares. Only upon CSTA’s redemption or any liquidation will CSTA Public Shareholders be entitled to distributions if CSTA does not complete its business combination and does not amend certain provisions of the CSTA Organizational Documents. The CSTA Organizational Documents provide that, if CSTA winds up for any other reason prior to the consummation of a business combination, CSTA will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

CSTA may seek acquisition opportunities in industries or sectors which may or may not be outside of CSTA’s founders’ area of expertise.

CSTA will consider a business combination outside of CSTA’s founders’ area of expertise if a business combination target is presented to CSTA and CSTA determines that such candidate offers an attractive acquisition opportunity for CSTA. Although CSTA’s team will endeavor to evaluate the risks inherent in any particular business combination target, CSTA may not adequately ascertain or assess all of the significant risk factors. CSTA also cannot assure you that an investment in the CSTA Units will not ultimately prove to be less favorable to investors than a direct investment, if an opportunity were available, in a business combination target. In the event CSTA elects to pursue an acquisition outside of the areas of CSTA’s founders’ expertise, CSTA’s founders’ expertise may not be directly applicable to its evaluation or operation, and the information contained in this proxy statement/prospectus regarding the areas of CSTA’s founders’ expertise would not be relevant to an understanding of the business that CSTA elects to acquire. As a result, CSTA’s team may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following CSTA’s business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by CSTA’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to a business combination contained an actionable material misstatement or material omission.

Although CSTA has identified general criteria that CSTA believes are important in evaluating prospective target businesses, CSTA may enter into a business combination with a target that does not meet such criteria, and as a result, the target business with which CSTA enters into a business combination may not have attributes entirely consistent with CSTA’s general criteria.

Although CSTA has identified general criteria for evaluating prospective target businesses, it is possible that a target business with which CSTA enters into business combination will not have all of these positive attributes. If CSTA completes business combination with a target that does not meet some or all of these criteria, such combination may not be as successful as a combination with a business that does meet all of CSTA’s general criteria. In addition, if CSTA announces a prospective business combination with a target that does not meet CSTA’s general criteria, a

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greater number of shareholders may exercise their redemption rights, which may make it difficult for CSTA to meet any closing condition with a target business that requires CSTA to have a minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange rule, or CSTA decides to obtain shareholder approval for business or other reasons, it may be more difficult for CSTA to attain shareholder approval of a business combination if the target business does not meet CSTA’s general criteria. If CSTA does not complete business combination within the required time period, CSTA Public Shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of the Trust Account and CSTA Warrants will expire worthless.

CSTA is not required to obtain an opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price CSTA is paying for the business is fair to CSTA Shareholders from a financial point of view.

Unless CSTA completes business combination with an affiliated entity, CSTA is not required to obtain an opinion from an independent accounting firm or valuation firm or independent investment banking firm that the price CSTA is paying is fair to CSTA Shareholders from a financial point of view. If no opinion is obtained, CSTA’s shareholders will be relying on the judgment of the CSTA Board, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in CSTA’s proxy solicitation or tender offer materials, as applicable, related to a business combination.

Recent increases in inflation in the United States and elsewhere could make it more difficult for CSTA to consummate a business combination.

Recent increases in inflation in the United States and elsewhere may be leading to increased price volatility for publicly traded securities, including CSTA’s, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult for CSTA to consummate a business combination.

CSTA may be unable to obtain additional financing to complete its initial business combination or to fund the operations and growth of a target business, which could compel CSTA to restructure or abandon a particular business combination.

Although CSTA believes that the net proceeds of the IPO and the sale of the CSTA Private Placement Warrants and the funds from permitted withdrawals will be sufficient to allow CSTA to complete an initial business combination, CSTA cannot ascertain the capital requirements for any particular transaction. If the net proceeds of the IPO and the sale of the CSTA Private Placement Warrants and the funds from permitted withdrawals prove to be insufficient, either because of the size of an initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with an initial business combination or the terms of negotiated transactions to purchase shares in connection with an initial business combination, CSTA may be required to seek additional financing or to abandon the proposed business combination. Such financing may not be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete an initial business combination, CSTA would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition, even if CSTA does not need additional financing to complete an initial business combination, CSTA may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of CSTA’s officers, directors or shareholders is required to provide any financing to CSTA in connection with or after an initial business combination.

CSTA has no operating history and no revenues, and you have no basis on which to evaluate CSTA’s ability to achieve CSTA’s business objective.

CSTA was formed on November 20, 2020 under the laws of the Cayman Islands and has no operating history. Because CSTA lacks an operating history, you have no basis upon which to evaluate CSTA’s ability to achieve CSTA’s business objective of completing an initial business combination with one or more target businesses. Except for the Business Combination, CSTA has no other plans, arrangements or understandings with any prospective target business concerning a business combination and may be unable to complete an initial business combination. If CSTA fails to complete an initial business combination, CSTA will never generate any operating revenues.

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CSTA and HiTech have incurred and expect to incur significant costs associated with the Business Combination.

CSTA and HiTech expect to incur significant, non-recurring costs in connection with consummating the Business Combination and operating as a public company following the Business Combination. HiTech may also incur additional costs to retain key employees. All expenses incurred in connection with the Business Combination Agreement and the transactions contemplated thereby, including all legal, accounting, consulting, investment banking and other fees, expenses and costs, will be for the account of the party incurring such fees, expenses and costs, provided that if the Closing occurs, CSTA will bear and pay at or promptly after Closing all CSTA and HiTech’s transaction expenses.

The aggregate transaction expenses as a result of the Business Combination are expected to be approximately $10.11 million in addition to the $4,340,000 of Deferred Underwriting Fees incurred in connection with the IPO. $6,510,000 of Deferred Underwriting Fees were waived by Deutsche Bank Securities Inc. on April 13, 2026. Deutsche Bank Securities Inc. was to be compensated, in part, on a deferred basis for its underwriting service in connection with the IPO. Despite such services having already been rendered, Deutsche Bank Securities Inc. waived such deferred fees and is disclaiming responsibility for the information included in this proxy statement/prospectus. Such waiver did not impact the evaluation of the Business Combination. Deutsche Bank Securities Inc. did not communicate to CSTA its reasons for its waiver of the Deferred Underwriting Fees. CSTA did not seek out the reasons for such waivers nor is CSTA willing to speculate as to Deutsche Bank Securities Inc.’s reasons for such waiver. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the transaction expenses and after such redemptions, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the transaction expenses.

The exercise of CSTA’s directors’ and officers’ discretion in agreeing to changes or waivers in the terms of the Business Combination may result in a conflict of interest when determining whether such changes to the terms of the Business Combination or waivers of conditions are appropriate and in the best interests of CSTA Shareholders.

In the period leading up to the Closing, events may occur that, pursuant to the Business Combination Agreement, would require CSTA to agree to amend the Business Combination Agreement, to consent to certain actions taken by HiTech or to waive rights that CSTA is entitled to under the Business Combination Agreement. Such events could arise because of changes in the course of HiTech’s business, a request by HiTech to undertake actions that would otherwise be prohibited by the terms of the Business Combination Agreement or the occurrence of other events that would have a material adverse effect on HiTech’s business and would entitle CSTA to terminate the Business Combination Agreement. In any of such circumstances, it would be at CSTA’s discretion, acting through its board of directors, to grant its consent or waive those rights. The existence of the financial and personal interests of the directors described in the preceding risk factors may result in a conflict of interest on the part of one or more of the directors between what they may believe is best for CSTA and what they may believe is best for themselves in determining whether or not to take the requested action. As of the date of this proxy statement/prospectus, CSTA does not believe there will be any material changes or waivers that CSTA’s directors and officers would be likely to make after the mailing of this proxy statement/prospectus. CSTA will circulate a supplemental or amended proxy statement/prospectus if changes to the terms of the Business Combination that would have a material impact on its shareholders are required prior to the vote on the Business Combination Proposal.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

Even if the Business Combination Agreement is approved by CSTA’s shareholders, specified conditions must be satisfied or waived before the parties to the Business Combination Agreement are obligated to complete the Business Combination, including satisfaction of the Minimum Cash Condition. CSTA does not control the satisfaction of all such conditions. For a list of the material closing conditions contained in the Business Combination Agreement, see the section entitled “The Business Combination Proposal — Business Combination Agreement — Conditions to Consummation of the Business Combination.” US Elemental, CSTA and HiTech may not satisfy all of the closing conditions in the Business Combination Agreement. If the closing conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause CSTA and HiTech to each lose some or all of the intended benefits of the Business Combination.

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You will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. Therefore, to liquidate your investment, you may be forced to sell your CSTA Public Shares or warrants, potentially at a loss.

CSTA Public Shareholders will be entitled to receive funds from the Trust Account only upon the earlier to occur of: (i) CSTA’s completion of a business combination, and then only in connection with those CSTA Class A Ordinary Shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the CSTA Organizational Documents (A) to modify the substance or timing of CSTA’s obligation to provide holders of CSTA Class A Ordinary Shares the right to have their shares redeemed in connection with a business combination or to redeem 100% of CSTA’s Public Shares if CSTA does not complete business combination by the Termination Date, or (B) with respect to any other provision relating to the rights of holders of CSTA Class A Ordinary Shares or pre-business combination activity, and (iii) the redemption of CSTA’s Public Shares if CSTA has not consummated an initial business combination by the Termination Date. Public shareholders who redeem their CSTA Class A Ordinary Shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of a business combination or liquidation if CSTA has not consummated a business combination by the Termination Date, with respect to such CSTA Class A Ordinary Shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Holders of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your CSTA Public Shares or warrants, potentially at a loss.

NYSE delisted CSTA’s securities from its exchange after CSTA’s voluntary request which could limit investors’ ability to make transactions in its securities and subject CSTA to additional trading restrictions.

On December 20, 2023, CSTA announced its intention to voluntarily delist its securities from NYSE. The Board approved the voluntary delisting on December 20, 2023 and CSTA provided notice of the voluntary delisting to NYSE on December 20, 2023.

On January 16, 2024, CSTA voluntarily delisted its Securities from NYSE and began trading its securities on the over-the-counter market. The CSTA Class A Ordinary Shares are currently quoted on the OTCID Basic Market (“OTCID”) under the trading symbol “CSTAF,” the CSTA Warrants are currently quoted on the OTCID under the trading symbol “CSTWF” and the CSTA Units are currently quoted on the OTCID under the trading symbol “CSTUF.”

On OTC, CSTA remains subject to the periodic reporting requirements of the Exchange Act. Since CSTA’s securities trade on the over-the-counter market, CSTA could face significant material adverse consequences, including:

• a limited availability of market quotations for CSTA’s securities;

• a reduced liquidity for CSTA’s securities;

• a determination that CSTA Public Shares are “penny stocks” which will require brokers trading in CSTA’s securities to adhere to more stringent rules, including being subject to the depository requirements of Rule 419 of the Securities Act, and possibly result in a reduced level of trading activity in the secondary trading market for CSTA’s securities;

• a decreased ability to issue additional securities or obtain additional financing in the future; and

• a less attractive acquisition vehicle to a target business in connection with an initial business combination.

Since CSTA is no longer listed on NYSE, CSTA’s securities do not qualify as covered securities under such statute and CSTA is subject to regulation in each state in which CSTA offers CSTA’s securities. In addition, because CSTA’s securities were delisted from NYSE and are no longer listed on a national securities exchange, CSTA may be less attractive to potential Business Combination targets and thereby adversely affect CSTA’s ability to complete a business combination.

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Because of CSTA’s limited resources and the significant competition for business combination opportunities, it may be more difficult for CSTA to complete a business combination. If CSTA does not complete a business combination within the required time period, CSTA Public Shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of the Trust Account and CSTA Warrants will expire worthless.

CSTA expects to encounter intense competition from other entities having a business objective similar to CSTA’s, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses CSTA intends to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than CSTA does and CSTA’s financial resources will be relatively limited when contrasted with those of many of these competitors. While CSTA believes there are numerous target businesses CSTA could potentially acquire with the net proceeds of the IPO and the sale of the CSTA Private Placement Warrants, CSTA’s ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by CSTA’s available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, CSTA is obligated to offer holders of CSTA Public Shares the right to redeem their shares for cash at the time of a business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to CSTA for a business combination. Any of these obligations may place CSTA at a competitive disadvantage in successfully negotiating a business combination. If CSTA has not consummated a business combination within the required time period, CSTA Public Shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of the Trust Account and CSTA Warrants will expire worthless. See “— If third parties bring claims against CSTA, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

The level of due diligence conducted in connection with the Business Combination may not be as high as would be the case if HiTech became a public company through an underwritten public offering, which could result in defects with HiTech’s business or problems with HiTech’s management being overlooked.

HiTech following the Business Combination will become a publicly listed company with US Elemental as the listed issuer. The Business Combination and the transactions described in this proxy statement/prospectus differ from an underwritten initial public offering. In a traditional underwritten initial public offering, underwriters typically conduct a certain amount of due diligence on the company being taken public in order to establish a due diligence defense against liability claims under federal securities laws. Because CSTA is already a publicly listed company, an underwriter has not been engaged. However, management and the CSTA Board conducted due diligence. This due diligence, however, may be different than the due diligence undertaken by an underwriter in a traditional initial public offering. The Sponsor may have an inherent conflict of interest because its shares and warrants will be worthless if an initial business combination is not completed with HiTech or another company during a prescribed period of time. Therefore, there could be a heightened risk of an incorrect valuation of HiTech’s business, which could cause potential harm to investors.

The process of taking a company public by means of a business combination with a SPAC is different from taking a company public through an underwritten offering and may create risks for our unaffiliated investors.

An underwritten offering involves a company engaging underwriters to purchase its shares and resell them to the public. Going public via a business combination with a SPAC does not involve a book-building process as is the case in an underwritten public offering. In any underwritten public offering, the initial value of a company is set by investors who indicate the price at which they are prepared to purchase shares from the underwriters. In the case of a SPAC transaction, the value of the company is established by means of negotiations between the target company, the SPAC and, in some cases, private investors who agree to purchase shares at the time of the business combination. The process of establishing the value of a company in a SPAC business combination may be less effective than the book-building process in an underwritten public offering and does not reflect events that may have occurred between the date of the business combination agreement and the Closing. In addition, underwritten public offerings

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are frequently oversubscribed resulting in additional potential demand for shares in the aftermarket following the underwritten public offering. There is often no such book of demand built up in connection with a SPAC transaction and no underwriters with the responsibility of stabilizing the share price which may result in the share price being harder to sustain after the consummation of the business combination.

The unaudited pro forma financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of the Company’s results if the Business Combination is completed.

CSTA and HiTech currently operate as separate companies and have had no prior history as a combined entity, and HiTech’s and CSTA’s operations have not previously been managed on a combined basis. The pro forma financial information included in this proxy statement/prospectus is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of CSTA. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of future market conditions on revenues or expenses. The pro forma financial information included in the section titled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from CSTA’s and HiTech’s historical financial statements and certain adjustments and assumptions have been made regarding CSTA after giving effect to the Business Combination. There may be differences between preliminary estimates in the pro forma financial information and the final acquisition accounting, which could result in material differences from the pro forma information presented in this proxy statement/prospectus in respect of the estimated financial position and results of operations of CSTA.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect our financial condition or results of operations following the Closing. Any potential decline in our financial condition or results of operations may cause significant variations in the stock price of the Company.

During the pendency of the Business Combination, CSTA will not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement. Furthermore, certain provisions of the Business Combination Agreement will discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of CSTA to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, CSTA may be at a disadvantage to its competitors during that period. In addition, while the Business Combination Agreement is in effect, neither CSTA nor HiTech may solicit, assist, facilitate the making, submission or announcement of, or intentionally encourage any alternative acquisition proposal, such as a merger, material sale of assets or equity interests or other business combination, with any third party, even though any such alternative acquisition could be more favorable to CSTA’s shareholders than the Business Combination. In addition, if the Business Combination is not completed, these provisions will make it more difficult to complete an alternative business combination following the termination of the Business Combination Agreement due to the passage of time during which these provisions have remained in effect.

CSTA may waive one or more of the conditions to the Business Combination.

CSTA may agree to waive, in whole or in part, one or more of the conditions to its obligations to complete the Business Combination, to the extent permitted by the CSTA Organizational Documents, and applicable laws. For example, it is a condition to CSTA’s obligation to close the Business Combination that certain of HiTech’s representations and warranties be true and correct to the standards applicable to such representations and warranties. However, if the CSTA Board determines that it is in the best interests of CSTA to proceed with the Business Combination, then the CSTA Board may elect to waive that condition and close the Business Combination. For a list of the material closing conditions contained in the Business Combination Agreement, see the section titled “The Business Combination Proposal — The Business Combination Agreement — Conditions to Consummation of the Business Combination.”

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If the net proceeds of the IPO and the sale of the CSTA Private Placement Warrants not being held in the Trust Account are insufficient to allow CSTA to operate until the Termination Date, it could limit the amount available to fund CSTA’s search for a target business or businesses and complete a business combination, including the Business Combination, and CSTA will depend on loans from the Sponsor or its affiliates to fund CSTA’s search and to complete a business combination, including the Business Combination.

CSTA believes that, since the closing of the IPO, the funds available to CSTA outside of the Trust Account, together with funds available from loans from the Sponsor, members of CSTA’s team or any of their affiliates will be sufficient to allow CSTA to operate until at least the Termination Date; however, CSTA’s estimate may not be accurate, and the Sponsor, members of CSTA’s team or any of their affiliates are under no obligation to advance funds to CSTA in such circumstances. Of the funds available to CSTA, CSTA expects to use a portion of the funds available to CSTA to pay fees to consultants to assist CSTA with CSTA’s search for a target business. CSTA could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed Business Combination, although CSTA does not have any current intention to do so. If CSTA entered into a letter of intent where CSTA paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of CSTA’s breach or otherwise), CSTA might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

If CSTA is required to seek additional capital, CSTA would need to borrow funds from the Sponsor, members of CSTA’s team or any of their affiliates or other third parties to operate or may be forced to liquidate.

Neither the Sponsor, members of CSTA’s team nor any of their affiliates is under any obligation to advance funds to CSTA in such circumstances. Any such advances may be repaid only from funds held outside the Trust Account or from funds released to CSTA upon completion of a business combination. Up to $1,500,000 of such loans may be convertible into CSTA Private Placement Warrants and assumed by the post-business combination entity at a price of $1.50 per warrant at the option of the lender. HiTech and CSTA have agreed pursuant to the terms of the Business Combination Agreement that working capital loans (including extension funding loans) to CSTA in excess of $1,500,000 may be converted into CSTA Private Placement Warrants at $1.50 per CSTA Private Placement Warrant in order to preserve cash for the combined company following the Closing. Such warrants would be identical to the CSTA Private Placement Warrants. Prior to the completion of a business combination, CSTA does not expect to seek loans from parties other than the Sponsor, members of CSTA’s team or any of their affiliates as CSTA does not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the Trust Account. If CSTA does not complete business combination within the required time period because CSTA does not have sufficient funds available to CSTA, CSTA will be forced to cease operations and liquidate the Trust Account. Consequently, CSTA Public Shareholders may only receive an estimated $10.00 per public share, or possibly less, on CSTA’s redemption of CSTA Public Shares, and CSTA Warrants will expire worthless. See “— If third parties bring claims against CSTA, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share” and other risk factors herein.

Subsequent to CSTA’s completion of a business combination, CSTA may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on CSTA’s financial condition, results of operations and the share price of CSTA’s securities, which could cause you to lose some or all of your investment.

Even if CSTA conducts due diligence on a target business with which CSTA combines, this diligence may not surface all material issues with a particular target business. In addition, factors outside of the target business and outside of CSTA’s control may later arise. As a result of these factors, CSTA may be forced to later write-down or write-off assets, restructure CSTA’s operations, or incur impairment or other charges that could result in CSTA’s reporting losses. Even if CSTA’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with CSTA’s preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on CSTA’s liquidity, the fact that CSTA reports charges of this nature could contribute to negative market perceptions about CSTA or CSTA’s securities. In addition, charges of this nature may cause CSTA to violate net worth or other covenants to which CSTA may be subject as a result of assuming pre-existing debt held by a target business or by virtue of CSTA’s obtaining post-combination debt financing.

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Accordingly, any holders who choose to retain their securities following the Business Combination could suffer a reduction in the value of their securities.

Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by CSTA’s officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Business Combination contained an actionable material misstatement or material omission.

If third parties bring claims against CSTA, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share.

CSTA’s placing of funds in the Trust Account may not protect those funds from third-party claims against CSTA. Although CSTA will seek to have all vendors, service providers (excluding CSTA’s independent registered public accounting firm), prospective target businesses and other entities with which CSTA does business execute agreements with CSTA waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of CSTA Public Shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against CSTA’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, CSTA’s founders will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if CSTA’s team believes that such third-party’s engagement would be significantly more beneficial to CSTA than any alternative.

Examples of possible instances where CSTA may engage a third-party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by CSTA’s team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where CSTA’s team is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with CSTA and will not seek recourse against the Trust Account for any reason. Upon redemption of CSTA Public Shares, if CSTA has not consummated a business combination by the Termination Date, or upon the exercise of a redemption right in connection with a business combination, CSTA will be required to provide for payment of claims of creditors that were not waived that may be brought against CSTA within the 10 years following redemption. Accordingly, the per-share redemption amount received by CSTA Public Shareholders could be less than the $10.00 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part, the Sponsor has agreed that it will be liable to CSTA if and to the extent any claims by a third-party (excluding CSTA’s independent registered public accounting firm) for services rendered or products sold to CSTA, or a prospective target business with which CSTA has discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay CSTA’s tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under CSTA’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, the Sponsor will not be responsible to the extent of any liability for such third-party claims.

However, CSTA has not asked the Sponsor to reserve for such indemnification obligations, nor has CSTA independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and CSTA believes that the Sponsor’s only assets are securities of CSTA. The Sponsor may not be able to satisfy those obligations. None of CSTA’s officers or directors will indemnify CSTA for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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CSTA’s directors may decide not to enforce the indemnification obligations of the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to CSTA Public Shareholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay CSTA’s tax obligations, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, CSTA’s independent directors would determine whether to take legal action against the Sponsor to enforce its indemnification obligations. While CSTA currently expects that CSTA’s independent directors would take legal action on CSTA’s behalf against the Sponsor to enforce its indemnification obligations to CSTA, it is possible that CSTA’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If CSTA’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to CSTA Public Shareholders may be reduced below $10.00 per public share.

If, after CSTA distributes the proceeds in the Trust Account to CSTA Public Shareholders, CSTA files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against CSTA that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of the CSTA Board may be viewed as having breached their fiduciary duties to CSTA’s creditors, thereby exposing the members of the CSTA Board and CSTA to claims of punitive damages.

If, after CSTA distributes the proceeds in the Trust Account to CSTA Public Shareholders, CSTA files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against CSTA that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by CSTA’s shareholders. In addition, the CSTA Board may be viewed as having breached its fiduciary duty to CSTA’s creditors and/or having acted in bad faith, thereby exposing itself and CSTA to claims of punitive damages, by paying CSTA Public Shareholders from the Trust Account prior to addressing the claims of creditors.

If, before distributing the proceeds in the Trust Account to CSTA Public Shareholders, CSTA files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against CSTA that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of CSTA’s shareholders and the per-share amount that would otherwise be received by CSTA’s shareholders in connection with CSTA’s liquidation may be reduced.

If, before distributing the proceeds in the Trust Account to CSTA Public Shareholders, CSTA files a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against CSTA that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in CSTA’s bankruptcy estate and subject to the claims of third parties with priority over the claims of CSTA’s shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by CSTA’s shareholders in connection with CSTA’s liquidation may be reduced.

CSTA has not registered the CSTA Class A Ordinary Shares issuable upon exercise of the CSTA Warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise CSTA Warrants, thus precluding such investor from being able to exercise its CSTA Warrants and causing such CSTA Warrants to expire worthless.

CSTA has not registered, and will not register, the CSTA Class A Ordinary Shares issuable upon exercise of the CSTA Warrants under the Securities Act or any state securities laws at this time. However, under the terms of the CSTA warrant agreement, CSTA has agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of a business combination to use CSTA’s commercially reasonable efforts to file a registration statement under the Securities Act covering such shares and to maintain the effectiveness of such registration statement issuable upon exercise of the CSTA Warrants until the expiration or redemption of the warrants in accordance with the provisions of the CSTA warrant agreement. CSTA may not be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order.

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Under certain circumstances, if the shares issuable upon exercise of the warrants are not registered under the Securities Act, CSTA will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and CSTA will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available.

Notwithstanding the above, if CSTA Class A Ordinary Shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, CSTA may, at CSTA’s option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event CSTA so elects, CSTA will not be required to file or maintain in effect a registration statement, but CSTA will use its reasonable best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will CSTA be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that CSTA is unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full CSTA Unit purchase price solely for the CSTA Class A Ordinary Shares included in the units. There may be a circumstance where an exemption from registration exists for holders of CSTA Private Placement Warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in the IPO. In such an instance, affiliates of the Sponsor and their transferees (which may include CSTA’s team) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of CSTA’s public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by CSTA, CSTA may exercise CSTA’s redemption right even if CSTA is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

CSTA’s ability to require holders of CSTA Warrants to exercise such warrants on a cashless basis after CSTA calls the warrants for redemption or if there is no effective registration statement covering the CSTA Class A Ordinary Shares issuable upon exercise of these warrants will cause holders to receive fewer CSTA Class A Ordinary Shares upon their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.

If CSTA calls the warrants for redemption for cash, CSTA will have the option, in CSTA’s sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis. If CSTA chooses to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of CSTA Class A Ordinary Shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash.

For example, if the holder is exercising 875 CSTA Public Warrants $11.50 per share through a cashless exercise when the CSTA Class A Ordinary Shares have a fair market value of $17.50 per share, then upon the cashless exercise, the holder will receive 300 CSTA Class A Ordinary Shares. The holder would have received 875 CSTA Class A Ordinary Shares if the exercise price was paid in cash. This will have the effect of reducing the potential “upside” of the holder’s investment in CSTA because the warrant holder will hold a smaller number of CSTA Class A Ordinary Shares upon a cashless exercise of the warrants they hold.

The warrants may become exercisable and redeemable for a security other than the CSTA Class A Ordinary Shares, and you will not have any information regarding such other security at this time.

In certain situations, including if CSTA is not the surviving entity in a business combination, the warrants may become exercisable for a security other than the CSTA Class A Ordinary Shares. As a result, if the surviving company redeems your warrants for securities pursuant to the CSTA warrant agreement, you may receive a security in a company of which you do not have information at this time. Pursuant to the CSTA warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business days of the closing of a business combination.

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Even if CSTA consummates the Business Combination, there is no guarantee that the US Elemental Warrants issued upon assumption of the CSTA Warrants will ever be in the money, and they may expire worthless.

The exercise price for CSTA Public Warrants is $11.50 per CSTA Ordinary Share and, if the Business Combination is consummated, the CSTA Public Warrants will be converted to US Elemental Warrants issued upon assumption of the CSTA Warrants. There is no guarantee that the US Elemental Warrants issued upon assumption of the CSTA Warrants will ever be in the money prior to their expiration and, as such, the US Elemental Warrants issued upon assumption of the CSTA Warrants may expire worthless.

We may amend the terms of the US Elemental Warrants issued upon assumption of CSTA Warrants in a manner that may be adverse to holders of such warrants with the approval by the holders of at least 50% of the then-outstanding US Elemental Warrants issued upon assumption of CSTA Warrants. As a result, the exercise price of the US Elemental Warrants issued upon assumption of CSTA Warrants could be increased, the exercise period could be shortened and the number of shares of US Elemental Common Stock purchasable upon exercise of a US Elemental Warrant issued upon assumption of a CSTA Warrant could be decreased, all without any particular public warrant holder’s approval.

The CSTA Public Warrants (which will convert to US Elemental Warrants issued upon assumption of CSTA Warrants in connection with the Business Combination) were issued in registered form under the CSTA warrant agreement. The CSTA warrant agreement provides that the terms of the CSTA Public Warrants may be amended without the consent of any holder to cure any ambiguity, mistake or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding CSTA Public Warrants to make any change that adversely affects the interests of the registered holders of such warrants. Accordingly, we may amend the terms of the US Elemental Warrants issued upon assumption of CSTA Warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the US Elemental Private Placement Warrants issued upon assumption of CSTA Private Placement Warrants or any provision of the CSTA warrant agreement with respect to the US Elemental Private Placement Warrants issued upon assumption of CSTA Private Placement Warrants, 65% of the number of the then-outstanding US Elemental Private Placement Warrants issued upon assumption of CSTA Private Placement Warrants. Although our ability to amend the terms of the US Elemental Warrants issued upon assumption of CSTA Warrants with the consent of at least 50% of the then-outstanding CSTA Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of shares of US Elemental Common Stock purchasable upon exercise of a warrant.

The CSTA warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of CSTA Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with CSTA.

The CSTA warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against CSTA arising out of or relating in any way to the CSTA warrant agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that CSTA irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. CSTA will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. However, Section 22 of the Securities Act provides that federal and state courts have concurrent jurisdiction over lawsuits brought under the Securities Act or the rules and regulations thereunder. To the extent the exclusive forum provision restricts the courts in which claims arising under the Securities Act may be brought, there is uncertainty as to whether a court would enforce such a provision. We note that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Notwithstanding the foregoing, these provisions of the CSTA warrant agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any CSTA Warrants shall be deemed to have notice of and to have consented to the forum provisions in the CSTA warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions

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of the CSTA warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of CSTA Warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

This choice-of-forum provision may limit a warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with CSTA, which may discourage such lawsuits. Alternatively, if a court were to find this provision of the CSTA warrant agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, CSTA may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

CSTA may issue additional CSTA Class A Ordinary Shares or preference shares to complete a business combination or under an employee incentive plan after completion of a business combination. Any such issuances would dilute the interest of CSTA Shareholders and likely present other risks.

The CSTA Organizational Documents authorizes the issuance of up to 200,000,000 CSTA Class A Ordinary Shares, par value $0.0001 per share, 20,000,000 CSTA Class B Ordinary Shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. Following CSTA’s 2026 extraordinary general meeting, there were 7,646,529 CSTA Class A Ordinary Shares issued and outstanding, of which 46,529 CSTA Class A Ordinary Shares were held by CSTA Public Shareholders. In addition, following CSTA’s 2026 extraordinary general meeting, there were 192,353,471 and 20,000,000 authorized but unissued CSTA Class A Ordinary Shares and CSTA Class B Ordinary Shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the CSTA Class B Ordinary Shares, if any. The CSTA Class B Ordinary Shares are automatically convertible into CSTA Class A Ordinary Shares at the time of a business combination as described herein and in the CSTA Organizational Documents. Immediately after the IPO, there were no preference shares issued and outstanding.

CSTA may issue a substantial number of additional CSTA Class A Ordinary Shares or preference shares to complete a business combination or under an employee incentive plan after completion of a business combination. However, the CSTA Organizational Documents provide, among other things, that prior to the completion of a business combination, CSTA may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Business Combination or on any other proposal presented to shareholders prior to or in connection with the completion of a business combination. These provisions of the CSTA Organizational Documents, like all provisions of the CSTA Organizational Documents, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

• may significantly dilute the equity interest of investors in the IPO, which dilution would increase if the anti-dilution provisions in the CSTA Class B Ordinary Shares resulted in the issuance of CSTA Class A Ordinary Shares on a greater than one-to-one basis upon conversion of the CSTA Class B Ordinary Shares;

• may subordinate the rights of holders of CSTA Class A Ordinary Shares if preference shares are issued with rights senior to those afforded CSTA Class A Ordinary Shares;

• could cause a change in control if a substantial number of CSTA Class A Ordinary Shares are issued, which may affect, among other things, CSTA’s ability to use CSTA’s net operating loss carry forwards, if any, and could result in the resignation or removal of CSTA’s present officers and directors;

• may have the effect of delaying or preventing a change of control of CSTA by diluting the share ownership or voting rights of a person seeking to obtain control of CSTA;

• may adversely affect prevailing market prices for CSTA’s units, CSTA Class A Ordinary Shares and/or warrants; and

• may not result in adjustment to the exercise price of CSTA Warrants.

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CSTA will not have any right to make damage claims against HiTech’s stockholders for the breach of any representation, warranty or covenant made by HiTech in the Business Combination Agreement.

The Business Combination Agreement provides that all of the representations, warranties and covenants of the parties contained therein shall not survive the Closing, except for those covenants that by their terms apply or are to be performed in whole or in part after the Closing, and then only with respect to breaches occurring after Closing. Accordingly, there are no remedies available to the parties with respect to any breach of the representations, warranties, covenants or agreements of the parties to the Business Combination Agreement after the Closing of the Business Combination, except for covenants to be performed in whole or in part after the Closing. As a result, CSTA will have no remedy available to it if the Business Combination is consummated and it is later revealed that there was a breach of any of the representations, warranties and covenants made by HiTech at the time of the Business Combination.

The grant of registration rights to the Initial Shareholders may make it more difficult to complete a business combination, and the future exercise of such rights may adversely affect the market price of CSTA Class A Ordinary Shares.

The CSTA Registration Rights Agreement provides that the Initial Shareholders, and their permitted transferees can demand that CSTA register the CSTA Class A Ordinary Shares into which founder shares are convertible, the CSTA Private Placement Warrants and the CSTA Class A Ordinary Shares issuable upon exercise of the CSTA Private Placement Warrants, and warrants that may be issued upon conversion of working capital loans and the CSTA Class A Ordinary Shares issuable upon conversion of such warrants. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of CSTA Class A Ordinary Shares. In addition, the existence of the registration rights may make a business combination more costly or difficult to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of CSTA’s securities that is expected when the securities owned by the Initial Shareholders or their permitted transferees are registered for resale.

Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If CSTA does not complete business combination within the required time period, CSTA Public Shareholders may receive only approximately $10.00 per CSTA Public Share, or less in certain circumstances, on the liquidation of the Trust Account and CSTA Warrants will expire worthless.

CSTA anticipates that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If CSTA decides not to complete a specific business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if CSTA reaches an agreement relating to a specific target business, CSTA may fail to complete a business combination for any number of reasons including those beyond CSTA’s control. Any such event will result in a loss to CSTA of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If CSTA does not complete business combination within the required time period, CSTA Public Shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of the Trust Account and CSTA Warrants will expire worthless.

CSTA may issue notes or other debt, or otherwise incur substantial debt, to complete a business combination, which may adversely affect CSTA’s leverage and financial condition and thus negatively impact the value of CSTA Shareholders’ investment in CSTA.

Although CSTA has no commitments as of the date of this proxy statement/prospectus to issue any notes or other debt, CSTA may choose to incur substantial debt to complete a business combination. CSTA and its officers have agreed that CSTA will not incur any indebtedness unless CSTA has obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per share amount available for redemption from the Trust Account.

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Nevertheless, the incurrence of debt could have a variety of negative effects, including:

• default and foreclosure on CSTA’s assets if CSTA’s operating revenues after a business combination are insufficient to repay CSTA’s debt obligations;

• acceleration of CSTA’s obligations to repay the indebtedness even if CSTA makes all principal and interest payments when due if CSTA breaches certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

• CSTA’s immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;

• CSTA’s inability to obtain necessary additional financing if the debt contains covenants restricting CSTA’s ability to obtain such financing while the debt is outstanding;

• CSTA’s inability to pay dividends on CSTA Class A Ordinary Shares;

• using a substantial portion of CSTA’s cash flow to pay principal and interest on CSTA’s debt, which will reduce the funds available for dividends on CSTA Class A Ordinary Shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

• limitations on CSTA’s flexibility in planning for and reacting to changes in CSTA’s business and in the industry in which CSTA operates;

• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

• limitations on CSTA’s ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of CSTA’s strategy and other purposes and other disadvantages compared to CSTA’s competitors who have less debt.

CSTA may redeem your unexpired CSTA Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

CSTA has the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things, the Reference Value (as defined in the CSTA warrant agreement) equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like). If and when the warrants become redeemable by CSTA, CSTA may exercise CSTA’s redemption right even if CSTA is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for the holder to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, CSTA expects would be substantially less than the Market Value (as defined below) of your warrants. None of the CSTA Private Placement Warrants will be redeemable by CSTA so long as they are held by affiliates of the Sponsor or their permitted transferees.

In addition, CSTA has the ability to redeem the outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number of shares of CSTA Class A Ordinary Shares determined based on the redemption date and the fair market value of CSTA Class A Ordinary Shares. The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 shares of CSTA Class A Ordinary Shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

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CSTA Warrants may have an adverse effect on the market price of CSTA Class A Ordinary Shares and make it more difficult to effectuate a business combination.

CSTA issued public warrants to purchase 10,333,333 of CSTA Class A Ordinary Shares as part of the units offered by the IPO and, simultaneously with the closing of the IPO, CSTA issued in a private placement 5,466,667 CSTA Private Placement Warrants at $1.50 per warrant. In addition, if the Sponsor makes any working capital loans, it may convert up to $1,500,000 of such loans into up to 1,000,000 CSTA Private Placement Warrants, at the price of $1.50 per warrant. HiTech and CSTA have agreed pursuant to the terms of the Business Combination Agreement that working capital loans (including extension funding loans) to CSTA in excess of $1,500,000 may be converted into CSTA Private Placement Warrants at $1.50 per CSTA Private Placement Warrant in order to preserve cash for the combined company following the Closing. To the extent CSTA issues ordinary shares to effectuate a business transaction, the potential for the issuance of a substantial number of additional CSTA Class A Ordinary Shares upon exercise of these warrants could make CSTA a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding CSTA Class A Ordinary Shares and reduce the value of the CSTA Class A Ordinary Shares issued to complete the business transaction. Therefore, CSTA Warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

CSTA Warrants are accounted for as liabilities and the changes in value of CSTA Warrants could have a material effect on CSTA’s financial results and thus may have an adverse effect on the market price of CSTA’s securities.

On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for warrants issued by SPACs (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. As a result of the SEC Staff Statement, CSTA reevaluated the accounting treatment of the 31,000,000 CSTA Public Warrants and 5,466,667 CSTA Private Placement Warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on CSTA’s condensed balance sheets as of December 31, 2025 and 2024 contained elsewhere in this proxy statement/prospectus are derivative liabilities related to embedded features contained within CSTA Warrants. ASC 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, CSTA’s financial statements and results of operations may fluctuate quarterly, based on factors, which are outside of CSTA’s control. Due to the recurring fair value measurement, CSTA expects that CSTA will recognize non-cash gains or losses on CSTA Warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of CSTA’s securities.

Because each CSTA Unit contains one-third of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

Each CSTA Unit contains one-third of one CSTA Warrant. Pursuant to the CSTA warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole CSTA Units will trade. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, CSTA will, upon exercise, round down to the nearest whole number the number of CSTA Class A Ordinary Shares to be issued to the warrant holder. This is different from other offerings similar to CSTA’s whose CSTA Units include one ordinary share and one warrant to purchase one whole share. CSTA has established the components of the CSTA Units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants will be exercisable in the aggregate for one-third of the number of shares compared to CSTA Units that each contain a whole warrant to purchase one share, thus making CSTA, it believes, a more attractive merger target for target businesses. Nevertheless, this CSTA Unit structure may cause CSTA’s units to be worth less than if it included a warrant to purchase one whole share.

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CSTA Shareholders will experience immediate dilution as a consequence of the issuance of US Elemental Common Stock as consideration in the Business Combination. Having a minority share position may reduce the influence that CSTA Shareholders have on the management of US Elemental.

\n\n\n\n\t\t\t\t\t

\n\t\t\t\t\t\t

No Redemption
Scenario(1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

25% Redemption
Scenario(2)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50% Redemption
Scenario(3)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

75% Redemption
Scenario(4)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Maximum
Redemption(5)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

CSTA Public Shareholders(6)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

46,529

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.1

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

34,897

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.1

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

23,264

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

11,632

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Sponsor and CSTA directors and officers(7)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

5,841,562

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9.9

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Jindalee(8)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.4

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.4

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.5

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.5

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

50,657,816

\n\t\t\t\t\t

\n\t\t\t\t\t\t

85.5

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

PIPE Financing and other equity issuances(9)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,758,824

\n\t\t\t\t\t

\n\t\t\t\t\t\t

4.6

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,304,731

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,293,099

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,281,466

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,269,834

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

59,258,202

\n\t\t\t\t\t

\n\t\t\t\t\t\t

100.0

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

____________

* Percentages may not sum or recalculate exactly due to rounding.

(6) Represents CSTA Public Shares remaining outstanding after giving effect to the redemptions assumed in each scenario.

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CSTA may have been a passive foreign investment company, or “PFIC,” which could result in adverse U.S. federal income tax consequences to U.S. investors.

Because CSTA is a blank check company with no current active operating business, CSTA may be classified as a passive foreign investment company, or “PFIC,” for U.S. federal income tax purposes. If CSTA has been a PFIC for any taxable year (or portion thereof) that is included in the holding period of a beneficial owner of CSTA Securities who or that is a “U.S. Holder” as that term is defined in the section titled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations” such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject to additional reporting requirements, including as a result of the Initial Merger. CSTA’s PFIC status for any taxable year will not be determinable until after the end of such taxable year. If CSTA determines it is a PFIC for any taxable year, upon written request, CSTA will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and maintain a “qualified electing fund” election, but there can be no assurance that CSTA will timely provide such required information, and such election would be unavailable with respect to CSTA Warrants in all cases. The PFIC rules are complex and will depend on a holder’s particular circumstances. All holders are strongly urged to consult their tax advisors regarding the application and effect of the PFIC rules, including as a result of the Initial Merger, and including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws. For a more complete discussion of the U.S. federal income tax consequences of the Initial Merger, see the discussion in the section titled “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations.”

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Risks Relating to Redemptions

There is no guarantee that a CSTA Public Shareholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the shareholder in a better future economic position.

CSTA can give no assurance as to the price at which a CSTA Public Shareholder may be able to sell the shares of US Elemental Common Stock in the future following the completion of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the US Elemental’s stock price, and may result in a lower value realized now than a CSTA Public Shareholder of CSTA might realize in the future had the shareholder not redeemed its shares. Similarly, if a CSTA Public Shareholder does not redeem its shares, the shareholder will bear the risk of ownership of US Elemental Common Stock after the consummation of the Business Combination, and there can be no assurance that a shareholder can sell its shares of US Elemental Common Stock in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A CSTA Public Shareholder should consult his, her or its own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

If CSTA Public Shareholders fail to receive notice of CSTA’s offer to redeem their CSTA Class A Ordinary Shares in connection with the Business Combination, or if CSTA Public Shareholders fail to demand redemption rights properly, they will not be entitled to have their CSTA Class A Ordinary Shares redeemed for a pro rata portion of the Trust Account.

CSTA will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with the Business Combination. Despite CSTA’s compliance with these rules, if a CSTA Public Shareholder fails to receive CSTA’s proxy materials or tender offer documents, as applicable, such Public Shareholder may not become aware of the opportunity to redeem its shares. A CSTA Public Shareholder holding CSTA Class A Ordinary Shares may demand that CSTA redeem their shares for a pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination, including interest earned on the Trust Account and not previously released to CSTA to pay its tax obligations. CSTA Public Shareholders who seek to exercise this redemption right must tender or deliver their shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to the CSTA Transfer Agent two business days prior to the initially scheduled date of the extraordinary general meeting. Any CSTA Public Shareholder who fails to tender or deliver its shares (and share certificates (if any) and other redemption forms) properly as described in this proxy statement/prospectus will not be entitled to have its shares redeemed. See the section titled “Extraordinary general meeting of CSTA Shareholders — Redemption Rights” for the procedures to be followed if you wish to have your CSTA Class A Ordinary Shares redeemed.

If you or a “group” of shareholders are deemed to hold in excess of 15% of the CSTA Class A Ordinary Shares included in the CSTA Units issued in the IPO, you will lose the ability to redeem all such shares in excess of 15% of the CSTA Class A Ordinary Shares included in the CSTA Units issued in the IPO.

The CSTA Organizational Documents provide that a CSTA Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13(d) of the Exchange Act), is restricted from redeeming its shares with respect to more than an aggregate of 15% of the CSTA Class A Ordinary Shares included in the CSTA Public Units issued in the initial public offering, which we refer to as the “Excess Shares,” without CSTA’s prior consent. However, CSTA would not be restricting its shareholders’ ability to vote all of their shares (including Excess Shares) for or against the Business Combination or another initial business combination. Your inability to redeem the Excess Shares will reduce your influence over CSTA’s ability to complete the Business Combination or another initial business combination and you could suffer a material loss on your investment in CSTA if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if CSTA consummates the Business Combination. As a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open-market transactions, potentially at a loss.

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Public Shareholders who redeem their CSTA Class A Ordinary Shares may continue to hold any CSTA Public Warrants they own, which will result in additional dilution to non-redeeming holders upon exercise of the CSTA Public Warrants.

Public Shareholders who redeem their CSTA Class A Ordinary Shares may continue to hold any CSTA Public Warrants they owned prior to redemption, which will result in additional dilution to non-redeeming holders upon exercise of such CSTA Public Warrants. Assuming (i) all redeeming CSTA Public Shareholders acquired CSTA Public Units in the IPO and continue to hold the CSTA Public Warrants that were included in the CSTA Public Units, and (ii) maximum redemption of CSTA Class A Ordinary Shares held by the redeeming Public Shareholders, approximately 15,510 CSTA Public Warrants would be retained by redeeming Public Shareholders with a value of approximately $2,800 based on the market price of approximately $0.18 per warrant based on the closing price of the CSTA Public Warrants on May 28, 2026, the most recent practicable date prior to the initial filing of this proxy statement/prospectus. As a result of the Redemption, any such redeeming CSTA Public Shareholders would continue to hold CSTA Public Warrants with an aggregate market value of approximately $2,800 while non-redeeming CSTA Public Shareholders would suffer additional dilution in their percentage ownership and voting interest of the US Elemental to the extent such warrants are exercised and additional shares of US Elemental Common Stock are issued.

Risks Related to Ownership of US Elemental Common Stock

The Company does not expect to declare any dividends in the foreseeable future.

After the completion of the Business Combination, the Company does not anticipate declaring any cash dividends to holders of its shares in the foreseeable future. Consequently, investors may need to rely on sales of their shares after price appreciation, which may never occur, as the only way to realize any future gains on their investment.

There can be no assurance that shares of US Elemental Common Stock will be approved for listing on Nasdaq upon the Closing, or if approved, that US Elemental will be able to comply with the continued listing standards of Nasdaq.

The CSTA Ordinary Shares, the CSTA Warrants, and CSTA Units are currently quoted on the OTCID Basic Market. In connection with the Closing, we intend to apply to list the US Elemental Common Stock on the Nasdaq Capital Market upon the Closing under the symbol “ULIT” and the US Elemental Warrants under the symbol “ULITW”. As part of the application process, we are required to provide evidence that we are able to meet the initial listing requirements of Nasdaq, which are more rigorous than Nasdaq’s continued listing requirements and include, among other things, a requirement that US Elemental have 300 or more unrestricted round lot holders, at least 150 of which hold unrestricted shares with a minimum value of $2,500, and meet a minimum public float US Elemental’s ability to meet these listing requirements may depend, in part, on the number of shares of CSTA Ordinary Shares that are redeemed in connection with the Business Combination, as the number of redemptions may impact whether US Elemental has at least 300 unrestricted round lot holders upon the Closing, among other initial listing requirements. US Elemental’s application has not yet been approved, and may not be approved if we are unable to provide evidence satisfactory to Nasdaq that US Elemental will meet these listing requirements.

If the US Elemental Common Stock is not approved for listing on Nasdaq or, after the Closing, Nasdaq delists US Elemental’s shares from trading on its exchange for failure to meet the listing standards, US Elemental and its stockholders could face significant material adverse consequences including:

• a limited availability of market quotations for our securities;

• reduced liquidity for our securities;

• a determination that US Elemental Common Stock is a “penny stock” which will require brokers trading in US Elemental Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• a limited amount of news and analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

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Following the Business Combination, US Elemental’s business and stock price may suffer as a result of its lack of public company operating experience and if securities or industry analysts do not publish or cease publishing research or reports about US Elemental, its business, or its market, or if they change their recommendations regarding US Elemental Common Stock in an adverse manner, the price and trading volume of US Elemental Common Stock could decline.

Prior to the completion of the Business Combination, the Company had been a privately-held company. Although Jindalee is listed on the ASX, the Company’s management’s lack of public company operating experience in the U.S. may make it difficult to forecast and evaluate its future prospects. If US Elemental is unable to execute its business strategy, either as a result of its inability to manage effectively its business in a public company environment or for any other reason, US Elemental’s business, prospects, financial condition and operating results may be harmed.

The trading market for US Elemental Common Stock will be influenced by the research and reports that industry or securities analysts may publish about US Elemental, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on US Elemental. If no securities or industry analysts commence coverage of US Elemental, its stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover US Elemental changes its recommendation regarding US Elemental’s stock in an adverse manner, or provides more favorable relative recommendations about its competitors, the price of US Elemental Common Stock would likely decline. If any analyst who may cover US Elemental were to cease coverage of US Elemental or fail to regularly publish reports on it, US Elemental could lose visibility in the financial markets, which could cause US Elemental’s stock price or trading volume to decline.

US Elemental will be a “controlled company” within the meaning of the Nasdaq rules and, as a result, qualify for and rely on exemptions from certain corporate governance requirements. As a result, US Elemental Stockholders will not have the same protections afforded to stockholders of companies that cannot rely on such exemptions and are subject to such requirements.

Jindalee will beneficially own and control a majority of the combined voting power of US Elemental Common Stock. As a result, US Elemental will be a “controlled company” within the meaning of the Nasdaq listing rules. Under these rules, a company of which more than 50% of the voting power is held by an individual, a group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements of Nasdaq, including, but not limited to, the requirement that:

• a majority of the board of directors consist of directors who qualify as “independent” as defined under the Nasdaq listing rules;

• its board of directors have a nominating and corporate governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities

• its board of directors have a compensation committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and

• its board of directors conduct an annual performance evaluation of its compensation committee and the nominating and corporate governance committee.

We intend to rely on some or all of these exemptions so long as we remain a “controlled company.” As a result, US Elemental may not have (i) a majority of independent directors, (ii) a nominating and governance committee composed entirely of independent directors, and (iii) a compensation committee composed entirely of independent directors. Accordingly, US Elemental Stockholders will not have the same protections afforded to stockholders of companies subject to all of the corporate governance requirements of Nasdaq.

CSTA may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as CFIUS, or ultimately prohibited.

Although we are not aware of any material regulatory approvals or actions that are required for completion of the Business Combination, there can be no assurance that such additional approval or actions will be obtained within the required time period. This includes any potential review by a U.S. government entity, such as CFIUS on account of certain foreign ownership restrictions on U.S. businesses. If CFIUS considers CSTA a “foreign person” under such rules and regulations and the Company a U.S. business that may affect national security, we could be subject to such

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foreign ownership restrictions and/or CFIUS review. If the Business Combination with the Company falls within the scope of foreign ownership restrictions, we may be unable to consummate the Business Combination. In addition, if the Business Combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the Business Combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

The Sponsor is Constellation Sponsor LP, a Delaware limited partnership. The Sponsor’s managing members are each U.S. citizens and residents, Chandra R. Patel, Richard C. Davis and Jarett Goldman, and all of Sponsor’s owners are likewise U.S. persons. As the managing members of the Sponsor, we believe Messrs. Patel, Davis and Goldman control the Sponsor and the Sponsor is thereby controlled by a U.S. person. CSTA Initial Shareholders own approximately 99.4% of the issued and outstanding shares of CSTA Ordinary Shares. Accordingly, the Sponsor is not controlled by a non-U.S. person, and it is unlikely CFIUS may consider CSTA to be a “foreign person.”

HiTech and Jindalee is a non-U.S. person, with Jindalee being an Australian public company limited by shares.

Although we believe CSTA is controlled by a U.S. person, CFIUS may take a different view and decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination, order us to divest all or a portion of a U.S. business of the combined company if CSTA had proceeded without first obtaining CFIUS clearance, or impose penalties if CFIUS believes that the mandatory notification requirement applied. Additionally, the laws and regulations of other U.S. government entities may impose review or approval procedures on account of any foreign ownership by the Sponsor.

The foreign ownership limitations, and the potential impact of CFIUS, may prevent CSTA from consummating the Business Combination with the Company. If CSTA were to seek an initial business combination other than the Business Combination, the pool of potential targets with which it could complete an initial business combination may be limited as a result of any such regulatory restriction. Moreover, the process of any government review, whether by CFIUS or otherwise, could be lengthy. Because CSTA has only a limited time to complete an initial business combination, its failure to obtain any required approvals within the requisite time period could prevent CSTA from completing an initial business combination and may require CSTA to liquidate. If CSTA liquidates, this will cause you to lose any potential investment opportunity in US Elemental or the Company and the chance of realizing future gains on your investment through any price appreciation in US Elemental, and CSTA Warrants will expire worthless.

US Elemental will be subject to extensive public company reporting obligations, and failure to maintain effective internal controls over financial reporting could adversely affect US Elemental’s business and share price.

Upon completion of the Business Combination, US Elemental will be subject to the reporting requirements of the Exchange Act, the Sarbanes Oxley Act, and applicable stock exchange rules. These obligations require significant resources, including enhanced accounting systems, internal controls, and qualified personnel. As a newly public company, US Elemental may identify material weaknesses or deficiencies in its internal controls over financial reporting. Failure to implement and maintain effective controls could result in errors in financial statements, delays in reporting, increased audit costs, regulatory scrutiny, or loss of investor confidence, any of which could adversely affect US Elemental’s business, financial condition, and share price.

US Elemental’s share price may be volatile, and investors may lose all or part of their investment.

Securities of newly listed companies, including those formed through deSPAC transactions, often experience significant price volatility. Factors such as market conditions, trading liquidity, analyst coverage, commodity price movements, changes in project timelines, or investor sentiment toward the mining or battery materials sector may cause US Elemental’s share price to fluctuate materially. Limited public float following the transaction may exacerbate volatility. As a result, investors may experience substantial losses.

US Elemental may not meet continued listing requirements, which could result in delisting and reduced liquidity for its securities.

Following the transaction, US Elemental must satisfy ongoing listing standards of the applicable stock exchange, including minimum share price, market capitalization, shareholder distribution, and governance requirements. Failure to meet these standards could result in delisting, which would significantly reduce liquidity, impair US Elemental’s ability to raise capital, and adversely affect investor confidence.

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US Elemental will incur increased costs and administrative burdens associated with being a publicly traded company.

Operating as a public company will require US Elemental to implement additional governance structures, expand compliance functions, enhance financial reporting systems, and engage external advisors. These obligations will increase general and administrative expenses and may divert management attention from operational and strategic priorities. Failure to manage these increased burdens effectively could adversely affect US Elemental’s performance.

US Elemental’s management team will face competing demands on their time.

Management will be required to devote substantial time to public company obligations, including investor relations, regulatory filings, board governance, and compliance activities. These responsibilities may divert attention from the development of the McDermitt Lithium Project and other operational priorities. If management is unable to balance these competing demands effectively, US Elemental’s business and strategic execution may be adversely affected.

US Elemental may be exposed to securities litigation, which could be costly and divert management attention.

Public companies, particularly those involved in deSPAC transactions, are frequently subject to securities class action lawsuits, shareholder claims, or regulatory inquiries. Even if such claims are without merit, defending against them may require significant financial resources and management time. An adverse outcome could result in monetary damages, reputational harm, or additional regulatory scrutiny.

US Elemental’s ability to raise capital in public markets may be affected by market conditions, investor sentiment, or trading liquidity.

As a newly listed company, US Elemental may face challenges accessing public equity or debt markets on favorable terms. Market volatility, sector specific sentiment, or limited trading liquidity may constrain US Elemental’s ability to raise capital when needed. Inability to access capital markets could delay project development or limit strategic flexibility.

US Elemental’s governance structure, including the composition of its board and committees, may not fully align with investor expectations.

Following the transaction, US Elemental must comply with governance requirements relating to board independence, committee composition, and corporate policies. Investors may view US Elemental’s governance structure as insufficiently seasoned or lacking certain expertise, particularly in the mining or U.S. public company environment. Perceived governance weaknesses may affect investor confidence or share price performance.

Analyst coverage and institutional investor interest in US Elemental may be limited, which could affect trading liquidity and share price stability.

Newly listed companies, including those formed through deSPAC transactions, often receive limited analyst coverage and may not attract significant institutional investor interest initially. Reduced visibility may result in lower trading volumes, wider bid ask spreads, and greater share price volatility.

US Elemental may be adversely affected by changes in securities laws, stock exchange rules, or public company regulatory requirements.

The regulatory environment for public companies continues to evolve, including changes to disclosure requirements, governance standards, and compliance obligations. New or amended rules may increase compliance costs, require additional reporting, or impose new obligations on US Elemental. Failure to comply with applicable requirements could result in penalties, reputational harm, or increased regulatory scrutiny.

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EXTRAORDINARY GENERAL MEETING OF CSTA SHAREHOLDERS

This proxy statement is being provided to CSTA Shareholders as part of a solicitation of proxies by the CSTA Board for use at the extraordinary general meeting of CSTA Shareholders to be held on , 2026, and at any adjournment thereof. This proxy statement contains important information regarding the extraordinary general meeting, the Proposals on which you are being asked to vote and information you may find useful in determining how to vote and voting procedures.

This proxy statement is being first mailed on or about , 2026, to all shareholders of record of CSTA as of , 2026, the record date for the extraordinary general meeting (the “Record Date”). Shareholders of record who owned CSTA Ordinary Shares at the close of business on the Record Date are entitled to receive notice of, attend and vote at the extraordinary general meeting.

Date, Time and Place of Extraordinary General Meeting

The extraordinary general meeting will be held on , 2026 at , Eastern Time, at the offices of Kirkland & Ellis LLP located at 601 Lexington Avenue, New York, NY 10022, and via a virtual meeting, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned.

Shareholders may attend the extraordinary general meeting in person. However, we encourage you to attend the extraordinary general meeting virtually. If you wish to attend the extraordinary general meeting in person, you must reserve your attendance at least two business days in advance of the extraordinary general meeting by contacting CSTA at [ir@constellationacquisition.com] by , Eastern Time, on , 2026 (two business days prior to the initially scheduled meeting date).

You can pre-register to attend the virtual extraordinary general meeting starting , 2026 at , Eastern Time (two business days prior to the meeting date). Enter the URL address into your browser https://www.cstproxy.com/ , enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the extraordinary general meeting you will need to log in again using your control number and will also be prompted to enter your control number if you vote during the extraordinary general meeting.

Shareholders who hold their investments through a bank or broker, will need to contact the CSTA Transfer Agent to receive a control number. If you plan to vote at the extraordinary general meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote, the CSTA Transfer Agent will issue you a guest control number with proof of ownership. Either way you must contact the CSTA Transfer Agent for specific instructions on how to receive the control number. The CSTA Transfer Agent can be contacted at 917-262-2373, or via email at proxy@continentalstock.com. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have access to the Internet, you can listen only to the meeting by dialing [•] (or [•] if you are located outside the United States and Canada (standard rates apply)) and when prompted enter the pin number #. Please note that you will not be able to vote or ask questions at the extraordinary general meeting if you choose to participate telephonically.

The Proposals at the extraordinary general meeting

At the extraordinary general meeting, CSTA Shareholders will consider and vote on the following Proposals:

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Voting Power; Record Date

As a shareholder of CSTA, you have a right to vote on certain matters affecting CSTA. The Proposals that will be presented at the extraordinary general meeting and upon which you are being asked to vote are summarized above and fully set forth in this proxy statement. You will be entitled to vote or direct votes to be cast at the extraordinary general meeting if you owned CSTA Ordinary Shares at the close of business on the Record Date for the extraordinary general meeting. You are entitled to one vote for each CSTA Ordinary Share that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were [•] issued and outstanding CSTA Ordinary Shares, of which [•] CSTA Ordinary Shares are held by the CSTA Initial Shareholders and [•] CSTA Ordinary Shares are held by CSTA Public Shareholders.

Recommendation of the CSTA Board

THE CSTA BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS.

Quorum

The presence (which would include presence at the virtual extraordinary general meeting), in person or by proxy, of shareholders holding a majority of the CSTA Ordinary Shares at the extraordinary general meeting constitutes a quorum at the extraordinary general meeting. Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum. The CSTA Initial Shareholders, who own approximately 99.4% of the issued and outstanding CSTA Ordinary Shares as of the Record Date, will count towards this quorum. As a result, as of the Record Date, in addition to the shares of the Sponsor, no additional CSTA Ordinary Shares held by CSTA Public Shareholders would be required to be present at the extraordinary general meeting to achieve a quorum.

Abstentions and Broker

Non-Votes Abstentions and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the extraordinary general meeting and therefore will have no effect on the approval of any of the Proposals voted upon at the extraordinary general meeting.

We believe that all of the Proposals to be voted on at the extraordinary general meeting will be considered non-routine matters. As a result, if you hold your shares in street name, your bank, brokerage firm or other nominee cannot vote your shares on any of the Proposals to be voted on at the extraordinary general meeting without your instruction.

Because all of the Proposals to be voted on at the extraordinary general meeting are “non-routine” matters, banks, brokers and other nominees will not have authority to vote on any Proposals unless instructed, so CSTA does not expect there to be any broker non-votes at the extraordinary general meeting.

Vote Required for Approval

The Business Combination Proposal: The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding CSTA Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

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The Merger Proposal: The approval of the Merger Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of CSTA Ordinary Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting.

The Adjournment Proposal: The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding CSTA Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter.

The Sponsor intends to vote all of its CSTA Ordinary Shares in favor of the Proposals being presented at the extraordinary general meeting. As of the date of this proxy statement, the Sponsor owns approximately 99.4% of the issued and outstanding CSTA Ordinary Shares. Accordingly, the Sponsor will be able to approve each of the Proposals presented at the extraordinary general meeting even if no CSTA Public Shares are voted in favor of such Proposal.

Voting Your Shares

If you were a holder of record of CSTA Ordinary Shares as of the close of business on , 2026, the Record Date for the extraordinary general meeting, you may vote with respect to the Proposals in person or virtually at the extraordinary general meeting, or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. Your proxy card shows the number of CSTA Ordinary Shares that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are three ways to vote your Ordinary Shares at the extraordinary general meeting:

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before the extraordinary general meeting or at the extraordinary general meeting by doing any one of the following:

• you may send another proxy card with a later date;

• you may notify CSTA’s Chief Executive Officer in writing to Constellation Acquisition Corp I, 1290 Avenue of the Americas, 10th Floor, New York, NY 10104, before the extraordinary general meeting that you have revoked your proxy; or

• you may attend the extraordinary general meeting, revoke your proxy, and vote in person, as indicated above.

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No Additional Matters

The extraordinary general meeting has been called only to consider and vote on the approval of the Business Combination Proposal, the Merger Proposal and the Adjournment Proposal. Under the CSTA Organizational Documents, other than procedural matters incident to the conduct of the extraordinary general meeting, no other matters may be considered at the extraordinary general meeting if they are not included in this proxy statement, which serves as the notice of the extraordinary general meeting.

Who Can Answer Your Questions about Voting

If you are a CSTA Shareholder and have any questions about how to vote or direct a vote in respect of your Ordinary Shares, you may call [Sodali & Co], our proxy solicitor, by calling [(800) 662-5200] (toll-free), or banks and brokers can call [(203) 658-9400], or by emailing [[CSTA].info@investor.sodali.com].

Redemption Rights

Pursuant to the CSTA Organizational Documents, holders of redeemable CSTA Class A Ordinary Shares may seek to redeem their shares for cash, regardless of whether they vote for or against, or whether they abstain from voting on, the Business Combination Proposal. In connection with the Business Combination Proposal any shareholder holding redeemable CSTA Class A Ordinary Shares may demand that CSTA redeem such shares for a full pro rata portion of the Trust Account (which, for illustrative purposes, was $ per share as of , 2026, the most recent practicable date prior to the date of this proxy statement), calculated as of two business days prior to the extraordinary general meeting. If a holder properly seeks redemption as described in this section, CSTA will redeem these shares for a pro rata portion of funds deposited in the Trust Account and the holder will no longer own these shares following the extraordinary general meeting.

As a holder of redeemable CSTA Class A Ordinary Shares, you will be entitled to receive cash for any redeemable CSTA Class A Ordinary Shares to be redeemed only if you (i) hold redeemable CSTA Class A Ordinary Shares; (ii) submit a written request to the CSTA Transfer Agent in which you (a) request that CSTA redeem all or a portion of your redeemable CSTA Class A Ordinary Shares for cash, and (b) identify yourself as the beneficial holder of the redeemable CSTA Class A Ordinary Shares and provide your legal name, phone number and address; and (iii) tender or deliver your redeemable CSTA Class A Ordinary Shares (and share certificates (if any) and other redemption forms) to the CSTA Transfer Agent physically or electronically through DTC.

Holders must complete the procedures for electing to redeem their redeemable CSTA Class A Ordinary Shares in the manner described above prior to , Eastern Time, on , 2026 (two business days before the initially scheduled date of the extraordinary general meeting) (the “Redemption Deadline”) in order for their shares to be redeemed.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Continental in order to validly redeem its shares.

If you hold your shares in “street name,” you will have to coordinate with your broker to have your shares certificated or tendered/delivered electronically. Shares of CSTA that have not been tendered (either physically or electronically) in accordance with these procedures will not be redeemed for cash. There is a nominal cost associated with this tendering process and the act of certificating the shares or tendering/delivering them through DTC’s DWAC system. The CSTA Transfer Agent will typically charge the tendering broker $80, and it would be up to the broker whether or not to pass this cost on to the redeeming shareholder.

Any request for redemption, once made by a holder of redeemable CSTA Class A Ordinary Shares, may not be withdrawn following the Redemption Deadline, unless the CSTA Board determines (in its sole discretion) to permit such withdrawal of a redemption request (which it may do in whole or in part).

Any corrected or changed written exercise of redemption rights must be received by the CSTA Transfer Agent at least two business days prior to the initially scheduled date of the extraordinary general meeting. No request for redemption will be honored unless the holder’s redeemable CSTA Class A Ordinary Shares (and share certificates (if any) and other redemption forms) have been tendered or delivered (either physically or electronically) to the CSTA Transfer Agent prior to , Eastern Time, on , 2026 (two business days before the initially scheduled date of the extraordinary general meeting).

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Notwithstanding the foregoing, a CSTA Public Shareholder, together with any affiliate of such CSTA Public Shareholder or any other person with whom such CSTA Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act, will be restricted from redeeming its redeemable CSTA Class A Ordinary Shares with respect to more than an aggregate of 15% of the CSTA Class A Ordinary Shares sold in the IPO, without our prior consent. Accordingly, if a CSTA Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the outstanding CSTA Class A Ordinary Shares, then any such shares in excess of that 15% limit would not be redeemed for cash, without our prior consent.

The closing price of CSTA Class A Ordinary Shares on , 2026, the most recent practicable date prior to the date of this proxy statement, was $ per share. The cash held in the Trust Account on such date was approximately $ (including interest not previously released to CSTA to pay its taxes) ($ per share). The redemption price per share will be calculated based on the aggregate amount on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to CSTA to pay its taxes, if any, two business days prior to the initially scheduled date of the extraordinary general meeting. Prior to exercising redemption rights, shareholders should verify the market price of CSTA Class A Ordinary Shares as they may receive higher proceeds from the sale of their Ordinary Shares in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. CSTA cannot assure its shareholders that they will be able to sell their CSTA Class A Ordinary Shares in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when its shareholders wish to sell their shares.

If a holder of redeemable CSTA Class A Ordinary Shares exercises his, her or its redemption rights, then he, she or it will be exchanging his, her or its redeemable CSTA Class A Ordinary Shares for cash and will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand redemption by tendering or delivering your shares (and share certificates (if any) and other redemption forms) (either physically or electronically) to the CSTA Transfer Agent two business days prior to the initially scheduled date of the extraordinary general meeting.

For a discussion of certain material U.S. federal income tax considerations for shareholders with respect to the exercise of these redemption rights, see “The Business Combination Proposal — Material U.S. Federal Income Tax Considerations — Tax Consequences to Holders That Elect to Exercising Exercise Redemption Rights.” The consequences of a redemption to any particular shareholder will depend on that shareholder’s particular facts and circumstances. Accordingly, you are urged to consult your tax advisor to determine your tax consequences from the exercise of your redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

Appraisal Rights and Dissenters’ Rights

238. (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person’s shares upon dissenting from a merger or consolidation.

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as a national market system security on a recognised interdealer quotation system or held of record by more than two thousand holders; (c) cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a) and (b); or (d) any combination of the shares, depository receipts and cash in lieu of fractional shares or fractional depository receipts described in paragraphs (a), (b) and (c).

However, holders of CSTA Public Shares may elect to have their shares redeemed in connection with the adoption of the Business Combination Proposal, as described under “Redemption Rights” above.

Proxy Solicitation Costs

CSTA is soliciting proxies on behalf of the CSTA Board. This proxy solicitation is being made by mail, but also may be made by telephone or in person. CSTA has engaged Sodali & Co to assist in the solicitation of proxies for the extraordinary general meeting. CSTA and its directors, officers and employees may also solicit proxies in person. CSTA will ask banks, brokers and other institutions, nominees and fiduciaries to forward this proxy statement and the related proxy materials to their principals and to obtain their authority to execute proxies and voting instructions.

CSTA will bear the entire cost of the proxy solicitation, including the preparation, assembly, printing, mailing and distribution of this proxy statement and the related proxy materials. CSTA will pay Sodali & Co a fee of $ , plus disbursements, reimburse Sodali & Co for its reasonable out-of-pocket expenses and indemnify Sodali & Co and its affiliates against certain claims, liabilities, losses, damages and expenses for its services as CSTA’s proxy solicitor. CSTA will reimburse brokerage firms and other custodians for their reasonable out-of-pocket expenses for forwarding this proxy statement and the related proxy materials to CSTA Shareholders. Directors, officers and employees of CSTA who solicit proxies will not be paid any additional compensation for soliciting.

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THE BUSINESS COMBINATION PROPOSAL

We are asking our shareholders to approve the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. Our shareholders should carefully read this proxy statement/prospectus in its entirety for more detailed information concerning the Business Combination Agreement, which is attached as Annex A to this proxy statement/prospectus. You are urged to read the Business Combination Agreement in its entirety before voting on this Proposal.

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding CSTA Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, at which a quorum is present.

Business Combination Agreement

This section describes the material provisions of the Business Combination Agreement but does not purport to describe all of the terms thereof. The following summary is qualified in its entirety by reference to the complete text of the Business Combination Agreement and the related agreements. CSTA’s shareholders, warrant holders and other interested parties are urged to read such agreement in its entirety. Unless otherwise defined herein, the capitalized terms used below are defined in the Business Combination Agreement.

General Description of the Business Combination Agreement

On April 9, 2026, CSTA entered into the Business Combination Agreement by and among CSTA, US Elemental, Merger Sub 1, Merger Sub 2, and HiTech. The Business Combination Agreement provides for the combination of the Company and CSTA with subsidiaries under US Elemental, a new holding company, as its direct, wholly owned subsidiaries. Pursuant to the Business Combination and Business Combination Agreement, (a) CSTA will merge with and into Merger Sub 1, with CSTA ceasing to exist and Merger Sub 1 continuing as the surviving company and wholly owned subsidiary of US Elemental (the “Initial Closing”), and, immediately thereafter, (b) Merger Sub 2 will become a wholly-owned subsidiary of US Elemental and Merger Sub 2 will merge with and into the Company, with Merger Sub 2 ceasing to exist and the Company continuing as the surviving company and wholly owned subsidiary of US Elemental (the “Acquisition Closing”). For more information about the transactions contemplated by the Business Combination Agreement, please see the section entitled “The Business Combination Proposal — Business Combination Agreement.” A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and is incorporated herein by reference.

Merger Consideration

Subject to the terms and conditions set forth in the Business Combination Agreement, in connection with, as applicable, the Initial Merger or the Acquisition Merger:

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Under the terms of the Business Combination Agreement, the Company is valued at $500 million, with Jindalee receiving 50,000,000 shares of US Elemental Common Stock priced at $10.00 per share.

For further explanation of how the parties agreed to the Merger Consideration, see the section entitled “The Business Combination Proposal — The Background of the Business Combination.”

Representations and Warranties

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The representations and warranties made under the Business Combination Agreement by Company, CSTA, US Elemental, Merger Sub 1 and Merger Sub 2 will not survive the Acquisition Closing.

Covenants of the Parties

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expected to lead to a Company Acquisition Proposal, (iv) fail to include the Company Board Recommendation in any proxy or information statement or similar document delivered to Jindalee shareholders, (v) fail to publicly recommend against any tender offer or exchange offer for the Equity Securities of the Company or any other public Company Acquisition Proposal within five (5) Business Days after the commencement of such offer, (vi) formally resolve, agree or publicly propose to do any of the foregoing, or (vii) cause or permit the Company to enter into any Alternative Acquisition Agreement, unless, in connection with a Superior Proposal, the Jindalee Board determines in good faith, after consultation with its outside counsel and financial advisors, that its failure to take such action would likely be a breach of its fiduciary or statutory duties under applicable law and Jindalee complies with the notice, negotiation and matching-rights procedures set forth in the Business Combination Agreement.

The parties also agreed to ensure the US Elemental Board immediately after the Acquisition Closing consists of seven directors, the composition of which will comply with the independence requirement under the Exchange Act and the listing rules of the exchange on which US Elemental’s securities are listed (i) with the Company being entitled to appoint up to four directors and (ii) with CSTA being entitled to appoint one director.

Appointment of Directors

The Parties also agreed to take all necessary action so that the US Elemental Board following the Acquisition Closing will consist of seven individuals, which will be comprised of one individual appointed by CSTA and up to six individuals appointed by the Company, and that the composition of the US Elemental Board and committees will comply with the independence requirement under the Exchange Act and the listing rules of the exchange on which US Elemental’s securities are listed.

Conditions to Consummation of the Business Combination

The consummation of the Business Combination is subject to various conditions, including the following mutual conditions of the parties unless waived: (i) approval of the shareholders of Jindalee, CSTA and the Company of the Business Combination and the other matters requiring shareholder approval; (ii) no law or order prohibiting or preventing the Business Combination or the transactions contemplated therein, other than any such restraint that is immaterial; (iii) approval of US Elemental’s initial listing application and of the shares of US Elemental Common Stock and US Elemental Warrants for listing on a U.S. securities exchange; and (iv) the registration statement of which this proxy statement/prospectus forms a part having become effective in accordance with the Securities Act, registering certain shares of US Elemental Common Stock to be issued in the Business Combination.

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Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances prior to the Closing, including, but not limited to, (i) by mutual written consent of CSTA and HiTech, (ii) by either CSTA or HiTech, if any governmental entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered an order which has the effect of making illegal or otherwise preventing or prohibiting consummation of the transactions contemplated under the Business Combination Agreement and such order shall have become final and nonappealable, (iii) by HiTech if the CSTA Board or any committee thereof has withheld, withdrawn, qualified, amended or modified the CSTA Board recommendation, (iv) by either CSTA or HiTech if the required approvals are not obtained from the shareholders of Jindalee, after the conclusion of a meeting of Jindalee shareholders held for such purpose at which such shareholders voted on such approvals, (v) by either CSTA or HiTech if the required approvals are not obtained from CSTA Shareholders after the conclusion of a meeting of shareholders held for such purpose at which such shareholders voted on such approvals, (vi) by CSTA if the Jindalee Board effects a Change of Company Recommendation, (vii) by HiTech if the Jindalee Board authorizes HiTech or Jindalee to enter into an Alternative Acquisition Agreement, (viii) by CSTA if HiTech breaches any representation, warranty or covenant in the Business Combination Agreement, which is not cured or cannot be cured within 30 days, such that certain conditions to closing cannot be satisfied at the relevant Closing, (ix) by HiTech if CSTA breaches any representation, warranty or covenant in the Business Combination Agreement, which is not cured or cannot be cured within 30 days, such that certain conditions to closing cannot be satisfied at the relevant Closing, and (x) subject to certain limited exceptions, by either CSTA or HiTech if the transactions contemplated by the Business Combination Agreement have not been consummated on or prior to January 9, 2027.

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Shareholder Meeting duly convened therefor or at any adjournment or postponement thereof taken in accordance with the Business Combination Agreement or the Shareholder Support Agreement and (y) if Jindalee effected a Change of Company Recommendation prior to the Jindalee Shareholder Meeting at which a vote for the Required Parent Shareholder Approval was actually taken or (z) as a result of the failure to receive the Required Parent Shareholder Approval following such time as a certain Company Parent Acquisition Transaction occurred at the Jindalee level, (ii) by written notice from CSTA to HiTech prior to the receipt of the Required Parent Shareholder Approval if the Jindalee Board effects a Change of Company Recommendation, or (iii) by written notice from HiTech to CSTA prior to the receipt of the Required Parent Shareholder Approval if the Jindalee Board authorized HiTech or Jindalee to enter into an Alternative Acquisition Agreement after the termination of the Business Combination Agreement, to the extent permitted by and in accordance with the terms of the Business Combination Agreement, HiTech will pay to CSTA its reasonable and documented expenses incurred in connection with the Business Combination through the date the Business Combination Agreement is terminated, which will not exceed $6,000,000.

Trust Account Waiver

Related Agreements

Sponsor Support Agreement

Concurrently with the execution of the Business Combination Agreement, the Company, CSTA and the Sponsor entered into the Sponsor Support Agreement pursuant to which, among other things, the Sponsor agreed between the date of the Sponsor Support Agreement and the date of the Initial Closing or earlier termination of the Business Combination Agreement, to support the Business Combination and to vote all CSTA Ordinary Shares held by the Sponsor in favor of the Proposals. The continuing equity securities held by the Sponsor, which equal 7,633,750 CSTA Ordinary Shares minus 1,908,438 CSTA Ordinary Shares, will be reduced by 500,000 CSTA Ordinary Shares for every full increment of $2,500,000 by which the aggregate PIPE Financing Amount falls below $25,000,000, with a floor of 4,500,000 CSTA Ordinary Shares (the “Retained Sponsor Equity Securities”).

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capital stock exchange, reorganization or similar transaction with an unaffiliated third party that results in all of US Elemental’s (or such successor’s) shareholders having the right to exchange their securities for cash, securities or other property: (A) Transfer or permit any Transfer of the shares of US Elemental Common Stock issued to the Sponsor upon conversion of Sponsor’s CSTA Ordinary Shares in connection with the Initial Merger; (B) enter into any option, warrant, purchase right, or other contract that could require Sponsor to Transfer the Lock-up Shares (as defined below) or any voting trust, proxy or other contract with respect to the voting or transfer of Lock-up Shares; (C) enter into any Contract or take, or cause to be taken, any of the actions set forth above in clause (A) or (B); or (D) exercise any redemption rights with respect to any CSTA Ordinary Shares held by it.

“Lock-up Shares” as used in the Sponsor Support Agreement means the shares of US Elemental Common Stock the Sponsor receives as Merger Consideration with respect to the CSTA Ordinary Shares that the Sponsor held immediately prior to the Initial Closing (excluding any received by the Sponsor in connection with the PIPE Financing). “Transfer” means any direct or indirect sale, transfer, distribution, assignment, pledge, mortgage, exchange, hypothecation, hedge, grant of a security interest or encumbrance in or disposition of an interest (whether with or without consideration, whether voluntarily or involuntarily or by operation of law or otherwise). In the event of any change in the shares of CSTA or US Elemental by reason of recapitalization, reclassification, reorganization, share split or subdivision, combination, exchange or readjustment of shares, or any dividend or distribution, merger or other similar change in capitalization, the term “Lock-up Shares” shall be deemed to refer to and include such shares as well as all such dividends and distributions and any securities into which or for which any or all of such shares may be changed or exchanged or which are received in such transaction, and they shall be subject to the terms of the Sponsor Support Agreement.

Parent Transaction Support Agreement

Concurrently with the execution of the Business Combination Agreement, CSTA and Jindalee entered into a transaction support agreement (the “Parent Transaction Support Agreement”), pursuant to which, among other things and subject to the terms and conditions set forth therein, Jindalee agreed (i) to execute and deliver to CSTA, HiTech and US Elemental a written consent in its capacity as the sole voting shareholder of HiTech casting a vote to approve the Business Combination promptly following receipt of the Required Parent Shareholder Approval, (ii) to hold a meeting of its shareholders (and prepare the relevant disclosure and solicitation materials) for the purposes of obtaining the necessary consent for the Company to consummate the Business Combination and to solicit the vote necessary to obtain the Required Parent Shareholder Approval and agree to such other actions with respect to the meeting of the Jindalee shareholders as set forth therein, (iii) to a lock-up of its shares of US Elemental Common Stock during the respective periods as set forth therein, (iv) not to transfer any HiTech Common Stock during the respective periods as set forth therein, (v) to absolutely, irrevocably and unconditionally guarantee the payment of the Company Termination Amount, if applicable and (vi) to be bound by certain covenants in the Business Combination Agreement as set forth therein.

Parent Shareholder Voting Agreement

Concurrently with the execution of the Business Combination Agreement, certain record and beneficial owners of issued and outstanding Jindalee Shares, LG Dudfield Pension Fund, Lindsay Dudfield and Jopan Management Pty Ltd (each a “Supportive Parent Shareholder”), each entered into separate shareholder voting agreements (collectively, the “Parent Shareholder Voting Agreement”) with Jindalee, pursuant to which among other things and subject to the terms and conditions set forth therein, each Supportive Parent Shareholder agrees to (i) appear at the Jindalee Shareholder Meeting in person, by proxy or by power of attorney for purposes of counting towards a quorum, (ii) vote, or cause to be voted, all Jindalee ordinary shares held or controlled by such Supportive Parent Shareholder in favor of the Company’s consummation of the Business Combination and against any proposals that would in any material respect impede the Business Combination or any other acquisition proposal by a third party, and (iii) prior to the Acquisition Closing, not to transfer any securities in Jindalee.

Class B Holder Support Agreement

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Business Combination Agreement and the transactions contemplated thereby, (ii) waive all anti-dilution protections with respect to the conversion of CSTA Class B Ordinary Shares into CSTA Class A Ordinary Shares, (iii) refrain from transferring or encumbering their CSTA Class B Ordinary Shares and (iv) to a lock-up of such Class B Holder’s shares during the respective periods and subject to the terms as set forth therein.

Securities Purchase Agreement

Simultaneously with the execution of the Business Combination Agreement, Antarctica Holder, an affiliate of Antarctica Capital, and the Sponsor, entered into the Securities Purchase Agreement, pursuant to which Antarctica Holder (A) purchased from HiTech 1,550 shares of HiTech Series A Preferred Stock, having the rights and privileges set forth in the Certificate of Designation, for an aggregate purchase price of $1,550,000, and (B) committed to purchase $2,500,000 in newly issued equity or equity-linked securities of US Elemental as part of the PIPE Financing to satisfy the Minimum Cash Condition, on substantially the same terms as PIPE Financing Agreements to be executed in connection with the Business Combination, subject to certain terms and conditions, including that the Minimum Cash Condition in the Business Combination Agreement is satisfied and not waived (unless Antarctica Holder consents to such waiver) at the time of the Closing. Pursuant to the Securities Purchase Agreement, the HiTech Series A Preferred Stock will automatically be cancelled and exchanged for shares of US Elemental Series A Preferred Stock at the time of the Closing, and US Elemental will issue a number of US Elemental Series A Preferred Investor Warrants to Antarctica Holder or its permitted transferees that is equal to the Accrued Value divided by the Conversion Price, in each case, measured as of the date of Closing. Such securities will be issued in a private placement pursuant to Section 4(a)(2) of the Securities Act. The shares of US Elemental Common Stock issuable upon conversion of the HiTech Series A Preferred Stock and exercise of the US Elemental Series A Preferred Investor Warrants will be included as Registrable Securities under a Registration Rights Agreement to be entered into at the Closing.

In connection with such purchase of the HiTech Series A Preferred Stock, Jindalee and Antarctica Holder executed a Parent Guarantee, dated as of April 9, 2026, pursuant to which Jindalee agreed to guarantee HiTech’s payment obligation in connection with the mandatory redemption of the HiTech Series A Preferred Stock and any Accrued Value if the Business Combination Agreement is terminated.

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of the Closing, US Elemental or any of its successors shall not, without the affirmative vote or action by written consent of the holders of a majority of the US Elemental Series A Preferred Stock then outstanding: (i) alter or change the rights, preferences, or privileges of the US Elemental Series A Preferred Stock; (ii) increase or decrease the authorized number of shares of US Elemental Series A Preferred Stock, or issue any additional shares thereof; (iii) create any new class or series of shares having rights, preferences, or privileges senior to or on parity with the US Elemental Series A Preferred Stock; or (iv) amend, replace, or repeal the certificate of incorporation or bylaws in a manner that adversely affects the US Elemental Series A Preferred Stock.

Additional Financing Opportunities

Registration Rights

Simultaneously with the Closing, each of US Elemental, the Sponsor and Jindalee, together with certain other persons listed on the signature pages thereto, will enter into a Registration Rights Agreement, pursuant to which, upon completion of the Business Combination, US Elemental will grant certain registration rights to the Sponsor and other holders of CSTA Class B Ordinary Shares and certain other holders of shares of US Elemental Common Stock. 150,000 CSTA Class B Ordinary Shares are subject to the Registration Rights Agreement and will convert into US Elemental Common Stock at Closing to the extent they are part of the Sponsor Equity Securities that the Sponsor may retain pursuant to the terms of the Business Combination. The Retained Sponsor Equity Securities that will be registrable securities under the Registration Rights Agreement include the continuing equity securities held by the Sponsor, which equal 7,633,750 CSTA Ordinary Shares minus 1,908,438 CSTA Ordinary Shares, that will be reduced by 500,000 CSTA Ordinary Shares for every full increment of $2,500,000 by which the aggregate PIPE Financing Amount falls below $25,000,000, with a floor of 4,500,000 CSTA Ordinary Shares. The Registration Rights Agreement provides, among other things, that, US Elemental agrees to file a shelf registration statement on Form S-1 or S-3 under the Securities Act with respect to its securities after Closing; holders holding Registrable Securities will be entitled to request in writing that US Elemental register the resale of any or all of such Registrable Securities on such shelf registration statement; US Elemental will indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission; and the holders of Registrable Securities, including Registrable Securities in any registration statement or prospectus, will agree to indemnify US Elemental and certain persons or entities related to US Elemental, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents.

Assumed Warrant Agreement

In connection with the Closing, US Elemental, CSTA and the Warrant Agent will enter into the Assumed Warrant Agreement, which will amend the Original Warrant Agreement, which governs all of the CSTA Warrants. Pursuant to the Assumed Warrant Agreement, CSTA will assign to US Elemental all of CSTA’s right, title and interest in and to the Original Warrant Agreement and US Elemental will assume, and agree to pay, perform, satisfy and discharge in full, as the same become due, all of CSTA’s liabilities and obligations under the Original Warrant Agreement, as amended. As a result, each CSTA Warrant will automatically cease to represent a right to be exercised into CSTA Class A Ordinary Shares and will instead represent a right to be exercised into shares of US Elemental Common Stock pursuant to the

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terms and conditions of the Original Warrant Agreement, as amended. Pursuant to the Assumed Warrant Agreement, among other things (i) US Elemental will assume the obligations of CSTA under the Original Warrant Agreement, (ii) “Common Stock” or “shares” will mean the shares of US Elemental Common Stock; (iii) “stockholder” will mean US Elemental Stockholder; and (iv) the “Board of Directors” or any committee thereof will mean the US Elemental Board or any committee thereof.

The Background of the Business Combination

The terms of the Business Combination Agreement are the result of arm’s-length negotiations between representatives of CSTA and Jindalee. The following is a brief discussion of the background of these negotiations, the Business Combination Agreement and related transactions.

CSTA is a blank check company incorporated on November 20, 2020 as a Cayman Islands exempted company, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. In conducting a targeted search for a business combination target, as described in greater detail below, CSTA utilized the CSTA Board’s and its management team’s extensive network of relationships, industry knowledge, acquisition experience and deal sourcing capabilities to access a broad spectrum of opportunities. CSTA believed that it had a competitive advantage that differentiated it from other acquisition vehicles in the market due to its efficient structure and its deep ecosystem of relationships and resources. CSTA intended to capitalize on the ability of its combined team to identify, acquire and assist in efforts to create additional value for a business following a business combination. The following is a brief discussion of the background of CSTA, its pursuit of a business combination target and how CSTA entered into a Business Combination Agreement with HiTech.

As of incorporation and in advance of its IPO, CSTA did not select any business combination target and did not, nor did anyone on its behalf, initiate any substantive discussions, directly or indirectly, with any business combination target in advance of its IPO.

On January 29, 2021, CSTA consummated the IPO of 31,000,000 CSTA Units, at $10.00 per CSTA Unit, generating gross proceeds of $310,000,000, and incurring offering costs of $17,586,741, inclusive of $10,850,000 in Deferred Underwriting Fees. Simultaneously with the closing of the IPO, CSTA consummated the CSTA Private Placement of 5,466,667 CSTA Private Placement Warrants, at a price of $1.50 per Private Placement Warrants to the Old Sponsor, which are now held by the Sponsor, generating gross proceeds to CSTA of $8,200,000.

Since the closing of the IPO and the CSTA Private Placement, $310,000,000 ($10.00 per CSTA Unit) of the net proceeds of the IPO and certain of the proceeds of the CSTA Private Placement were placed in the Trust Account and was invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. On January 27, 2023, CSTA liquidated the U.S. government treasury obligations or money market funds held in the Trust Account.

CSTA’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the CSTA Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination.

CSTA will only have until the Termination Date to complete an initial business combination. If CSTA does not complete a business combination by the Termination Date, CSTA will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public CSTA Class A Ordinary Shares for a per share pro rata portion of the Trust Account, including interest not previously released to CSTA to fund CSTA’s working capital requirements (less taxes payable); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of CSTA’s net assets to CSTA’s remaining shareholders, as part of CSTA’s plan of dissolution and liquidation. The Initial Shareholders entered into a letter agreement with CSTA, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares; however, if the Initial Shareholders or any of CSTA’s officers, directors or affiliates acquire CSTA Ordinary Shares in or after the IPO, they will be entitled to a pro rata share of the Trust Account upon CSTA’s redemption or liquidation in the event CSTA does not complete a business combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be less than the IPO price per CSTA Unit in the IPO.

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Upon the consummation of the IPO, CSTA commenced its search for potential targets. In connection with its search, CSTA’s management team communicated with a number of individuals and entities who presented or offered to present acquisition opportunities, including financial advisors and companies within a variety of business sectors. Until the execution of the Investment Agreement, CSTA’s former management signed 73 NDAs with 73 different companies in industries including healthcare, financial technology, enterprise software, consumer products, financial services, and artificial intelligence, and continued conversations and background diligence with them with the intention of potentially consummating an initial business combination with them.

In connection with the closing of the transactions contemplated by the Investment Agreement, the Old Sponsor underwent a reorganization on January 26, 2023 pursuant to which the limited partners of the Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, the Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of the Old Sponsor (the second to last partner of the Sponsor) and all securities held by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital. The following disclosure summarizes the sponsor handover, including the relationship between the Old Sponsor and the Sponsor, what each sponsor did during the transition period, why the Sponsor was selected, the basic terms of the sponsor takeover, and how the CSTA Board evaluated the Sponsor’s involvement and any related conflicts.

Relationship Between the Old Sponsor and the Sponsor. Prior to the sponsor handover, Constellation Sponsor GmbH & Co. KG, a German limited partnership (the “Old Sponsor”), served as the sponsor of CSTA since its formation. The Old Sponsor was formed by certain of CSTA’s founding officers and directors and held 8,625,000 CSTA Class B Ordinary Shares (the “Founder Shares”) and 5,466,667 CSTA Private Placement Warrants. The Old Sponsor had no prior relationship, affiliation, or business connection with Antarctica Capital or its affiliates prior to the negotiation of the Investment Agreement. The sponsor handover was an arm’s-length transaction between unrelated parties.

Activities During the Transition Period. Following the execution of the Investment Agreement and through the closing of the sponsor handover, the Old Sponsor cooperated with the Sponsor and Antarctica Capital to facilitate a smooth transition, including providing information about CSTA’s operations, outstanding liabilities, and the status of CSTA’s target search. Upon the closing of the sponsor handover, management of CSTA changed and the Sponsor assumed responsibility for CSTA’s operations, including the continued search for a suitable business combination target. From the sponsor handover through the execution of the Business Combination Agreement, the Old Sponsor had no involvement with CSTA or its search for a potential business combination target.

Selection of the Sponsor. The CSTA Board selected Antarctica Capital and its affiliates (through the Sponsor) as the new sponsor following a process that considered several factors, including: (i) Antarctica Capital’s commitment to fund extension deposits and working capital for CSTA, (ii) Antarctica Capital’s resources and ability to support CSTA’s ongoing operations and search for a business combination target after the sponsor handover, (iii) Antarctica Capital’s extensive network of relationships across multiple industries and geographies, (iv) the experience and qualifications of Antarctica Capital’s management team, including Chandra R. Patel and Jarett Goldman, each of whom has significant experience in investment management, capital markets, and corporate transactions, and (v) Antarctica Capital’s willingness through CSTA’s newly appointed management to assume responsibility for identifying and negotiating with potential business combination targets.

Terms of the Sponsor Takeover. Pursuant to the Investment Agreement, dated January 26, 2023, by and between CSTA, the Old Sponsor, and Endurance Constellation, LLC, a Delaware limited liability company affiliated with Antarctica Capital (the “Endurance Investor”), the Endurance Investor agreed to contribute to the Old Sponsor an aggregate amount in cash equal to up to $3,000,000, which amount would be loaned to CSTA in accordance with the Extension Note. In consideration for such capital contribution, the Sponsor issued equity interests in certain securities to the Endurance Investor. The sponsor handover was structured as a series of transactions completed on or about January 30, 2023: (i) the limited partners of the Old Sponsor transferred all of their limited partnership interests to the Sponsor, (ii) the Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of the Old Sponsor, and all securities held by the Old Sponsor (including 8,625,000 Founder Shares and 5,466,667 CSTA Private Placement Warrants) were distributed by operation of law to its sole remaining limited partner, the Sponsor, and (iii) control of the Old Sponsor was transferred to affiliates of Antarctica Capital, including Antarctica Endurance Manager, LLC, which became the general partner of the Sponsor. The former limited partners of the Old Sponsor did not retain any ongoing economic interest in the Sponsor or the Founder Shares following the sponsor handover. The basic economic terms of the Investment Agreement provided that the new sponsor group would assume responsibility for funding CSTA’s working capital and extension requirements in exchange for control of the Sponsor and the associated Founder Shares and Private Placement Warrants.

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Board Evaluation of Sponsor’s Involvement and Related Conflicts. The CSTA Board in place prior to the sponsor handover evaluated the sponsor handover and the Sponsor’s involvement in CSTA, including any related conflicts of interest. In connection with the sponsor handover, the CSTA Board at the time considered, among others, the following: (i) the fact that the Sponsor and its affiliates would have significant economic interests in CSTA through their ownership of Founder Shares and Private Placement Warrants, which could influence the Sponsor’s incentives regarding business combination decisions, (ii) the potential conflict arising from the Sponsor’s desire to complete a business combination before a termination deadline to avoid forfeiture of its securities and from the Sponsor potentially having to forfeit its ability to be reimbursed for any extension loans or working capital loans if no business combination is consummated, (iii) the fact that the Sponsor’s securities were acquired at a nominal cost and therefore the Sponsor could profit from a business combination even if public shareholders experience losses, (iv) the Sponsor’s commitment to fund working capital and extension deposits, which aligned the Sponsor’s economic interests with CSTA’s ability to continue operating, and (v) the governance structure of the Sponsor, which provides that three managers of Antarctica Endurance Manager, LLC (Chandra R. Patel, Richard C. Davis, and Jarett Goldman) each have one vote and the approval of a majority is required to approve any action, such that no individual manager has voting or dispositive control over the securities held by the Sponsor. The CSTA Board concluded that, notwithstanding the potential conflicts described above, the sponsor handover was in the best interests of CSTA and its shareholders because it provided CSTA with an increased likelihood of consummating a business combination. Following the sponsor handover, the reconstituted CSTA Board has continued to evaluate conflicts of interest in connection with the Business Combination. For additional information regarding conflicts of interest, see “The Business Combination Proposal — Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination” and “Management of CSTA — Conflicts of Interest.”

Changes in Sponsor’s Role and Transaction Terms Resulting from the Sponsor Change. Following the sponsor handover, several aspects of CSTA’s operations and business combination search changed: (i) CSTA’s management team was replaced with executives affiliated with Antarctica Capital, and CSTA’s investment thesis was refined to focus on targets bringing change to rapidly changing segments of the global economy, with a particular focus on sectors including metals and mining, communications technology, digital advertising, transportation, and artificial intelligence, as described in more details below; (ii) the new management team conducted an independent review of potential business combination targets using Antarctica Capital’s extensive network of relationships, ultimately identifying HiTech as a compelling target in the critical minerals sector; (iii) as an affiliate of the Sponsor, Antarctica Capital would potentially be able to commit significant resources in a financing transaction to be consummated in connection with a potential business combination and add value to a transaction through Antarctica Capital’s experience in structuring complex financing transactions; and (iv) the Sponsor and its affiliates would increase their financial exposure to a potential business combination and any potential business combination would need to take into account such increased financial exposure as time passes, given the Sponsor would be funding extension deposits required to extend the deadline for CSTA to consummate a business combination, and would be providing ongoing working capital support to CSTA through additional promissory notes. The terms of the Business Combination Agreement and the related ancillary agreements were negotiated entirely by CSTA’s current management team following the sponsor handover. Neither the Old Sponsor nor CSTA’s former management team had any involvement in the identification of HiTech as a target or the negotiation of the Business Combination.

In connection with the consummation of the transactions contemplated by the Investment Agreement, CSTA’s management changed and CSTA’s mission became to support a target that is focused on bringing change to a rapidly changing segment of the global economy by sharing CSTA’s expertise and multi-disciplinary, complementary know-how across a variety of industries and geographies. Consistent with the investment focus and acquisition criteria described below, and based on discussions with CSTA, CSTA identified potential business combination targets in metals and mining, communications technology, digital advertising, transportation, and artificial intelligence sectors that CSTA’s officers and directors believed, based on their experience, could satisfy all (or a portion) of the following key criteria:

• Management quality;

• Clear rationale for becoming a public company;

• Opportunity for growth in the related industry and the entity’s position in the same;

• Commercial readiness of the technology;

• General economics of the entity’s industry;

• Anticipated size of the entity’s total addressable market; and

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• Anticipated economic viability of the entity’s core product or service.

During CSTA’s targeted search after the consummation of the transactions contemplated by the Investment Agreement, representatives of CSTA, including Chandra R. Patel and Jarett Goldman, reviewed approximately 30 potential business combination targets which were sourced from their various relationships and the Antarctica Capital networks and conducted varying levels of preliminary due diligence on each. From February 15, 2023 to September 3, 2025, CSTA’s team evaluated and analyzed each potential target based on, among other things, publicly available information, market research available to CSTA and its representatives, and their existing knowledge of the potential targets as a result of their network and existing relationships. This preliminary diligence, evaluation and analysis with respect to each potential business combination target identified were focused on business, operational and financial matters, including, among other things, product candidate pipelines, other potential product or service offerings, technology, market potential, management quality and financial condition.

Following this preliminary evaluation, CSTA determined that approximately 15 companies, including HiTech, merited more serious consideration, based on such companies’ development stage, financing needs, management strength, strategic fit and overall alignment with CSTA’s acquisition criteria. The remaining approximately 15 companies that were not selected for more serious consideration were eliminated from further review because they failed to meet one or more of CSTA’s acquisition criteria described above, including factors such as insufficient management quality, concerns regarding their ability or readiness to operate as a public company, lack of alignment with CSTA’s investment thesis, unfavorable industry economics, limited total addressable market, unclear path to commercial viability, or failure to meet minimum size thresholds for a business combination transaction.

After such evaluation, CSTA and in certain instances the Sponsor, on CSTA’s behalf, entered into non-disclosure agreements (“NDAs”) with and engaged in varying degrees of due diligence with respect to more than 10 entities. The companies with which CSTA entered into NDAs included targets in the metals and mining, communications technology, data analytics, and artificial intelligence sectors. In addition to, and prior to, the non-binding term sheet (“Non-Binding Term Sheet”) with HiTech, CSTA negotiated two letters of intent with companies it was interested in consummating an initial business combination with. The following describes in greater detail the two letters of intent CSTA negotiated, the progress of discussions with those potential targets, and the reasons why CSTA did not pursue a business combination with those targets:

Letter of Intent with Data Analytics Company. On September 28, 2023, CSTA executed a non-binding letter of intent setting forth the principal terms of a proposed business combination between CSTA and a data analytics business-to-business service provider (“Company A”), including the valuation and transaction consideration, proposed transaction structure, governance matters and key conditions to closing. The letter of intent included an exclusivity period that ended on October 28, 2023. During the exclusivity period, CSTA conducted due diligence on Company A, including reviewing financial statements, management presentations, and market positioning materials. CSTA held multiple calls with Company A’s management team to discuss their business model, growth strategy, and path to profitability. CSTA ultimately did not pursue this transaction because, following the conclusion of the exclusivity period, Company A informed CSTA that it was no longer interested in pursuing a de-SPAC transaction due to unfavorable public market conditions at the time, which discouraged the target from going public. CSTA determined that Company A was not as compelling as the proposed combination with HiTech because (i) Company A withdrew from the transaction process due to market timing concerns, whereas HiTech remained committed to pursuing a de-SPAC transaction, (ii) HiTech offered exposure to the critical minerals sector with strong strategic tailwinds from U.S. government policy support for domestic lithium production, and (iii) HiTech’s management team demonstrated a clearer path to commercial development with the McDermitt Lithium Project.

Letter of Intent with Mining Company. In July 2025, CSTA engaged in negotiations for a non-binding letter of intent for a possible business combination with a mining company focused on gold and base metals exploration (“Company B”). During negotiations, CSTA reviewed preliminary diligence materials regarding Company B, including available financial statements, investor presentations, and information regarding the company’s exploration assets and development timeline. CSTA held discussions with Company B’s management team regarding valuation, transaction structure, and post-closing governance. The letter of intent was not executed because Company B did not demonstrate an ability to progress the transaction at an acceptable speed relative to CSTA’s timeline requirements and the approaching Termination Date. CSTA determined that Company B was not as compelling as the proposed combination with HiTech because (i) Company B’s inability to meet CSTA’s timeline created execution risk for

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completing a business combination before the Termination Date, (ii) HiTech’s lithium-focused asset base was better positioned relative to broader commodity market dynamics and U.S. critical minerals policy priorities than Company B’s gold and base metals focus, (iii) HiTech’s advanced-stage development project at McDermitt offered a clearer near-term path to production compared to Company B’s earlier-stage exploration portfolio, and (iv) HiTech had a more experienced management team with prior public company experience and established relationships with strategic partners.

With respect to the remaining entities with which CSTA entered into NDAs but did not sign a letter of intent or non-binding term sheet, CSTA’s discussions with these targets did not progress beyond initial due diligence and preliminary negotiations due to one or more of the following factors: (i) inability to reach agreement on valuation, (ii) concerns regarding the target’s readiness to operate as a public company, (iii) lack of strategic fit with CSTA’s investment criteria, (iv) target withdrawal from the process due to market conditions or pursuit of alternative financing, (v) concerns regarding timeline for completing a transaction prior to CSTA’s Termination Date, or (vi) insufficient management quality or depth. In each case, CSTA determined that proceeding with these alternative targets was not as compelling as the proposed combination with HiTech due to a combination of these factors.

For each company with which CSTA signed an NDA, letter of intent, or Non-Binding Term Sheet, CSTA generally reviewed preliminary diligence materials regarding the potential target, including available financial statements, any investor presentation and information regarding the nature of the company and where management believed the growth in the company would come from. CSTA also conducted additional due diligence and held detailed discussions with the applicable management teams. Not every target had all of the materials and in many cases the materials were incomplete. Since the transactions were generally abandoned prior to execution, when valuation could not be agreed, CSTA did not conduct exhaustive diligence on such companies. With respect to the company with which a Non-Binding Term Sheet was executed, CSTA conducted more extensive diligence prior to deciding whether to execute a business combination agreement or abandon the potential transaction. The following describes the chronology of events leading up to the signing of the Business Combination:

On January 27, 2023, CSTA held an extraordinary general meeting of shareholders to amend the CSTA Organizational Documents to extend the date by which CSTA has to consummate a business combination from January 29, 2023 to April 29, 2023 and to allow CSTA, without another shareholder vote, to elect to extend the 2023 Termination Date to consummate a business combination on a monthly basis for up to nine times by an additional one month each time after the 2023 Articles Extension Date, by resolution of the CSTA Board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months after the 2023 Termination Date, unless the closing of CSTA’s business combination shall have occurred prior to such date. Upon each of the nine one-month extensions, the Sponsor or one or more of its affiliates, members or third-party designees may contribute to CSTA $150,000 as a loan to be deposited into the Trust Account. The CSTA Shareholders approved the 2023 Extension Amendment Proposal at the Extension Meeting and on January 31, 2023, CSTA filed the 2023 Articles Amendment with the Registrar of Companies of the Cayman Islands. In connection with the Extension Meeting, on January 30, 2023, CSTA issued the Extension Note to the Sponsor. In connection with the vote at the Extension Meeting, the holders of 26,506,157 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of such redemptions, the balance in the Trust Account was approximately $46,138,503. On February 13, 2023, a total of $46,600,678.12 (the remaining trust balance), was placed in a U.S.-based trust account at Citibank, N.A., maintained by the CSTA Transfer Agent, acting as trustee.

On December 20, 2023, the CSTA Board approved the voluntary delisting of CSTA’s securities from the NYSE, and on January 16, 2024, CSTA began trading its CSTA Class A Ordinary Shares and CSTA Units on OTCQB under the symbols “CSTAF” and “CSTUF,” respectively, and its Public Warrants on the OTC Venture under the symbol “CSTWF.”

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shall have occurred prior thereto; and (B) to amend, by way of special resolution, the CSTA Organizational Documents to eliminate from the CSTA Organizational Documents the limitation that CSTA may not redeem CSTA Class A Ordinary Shares to the extent that such redemption would result in CSTA having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 in order to allow CSTA to redeem public CSTA Class A Ordinary Shares irrespective of whether such redemption would exceed the Redemption Limitation. The shareholders of CSTA approved the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal at the 2024 Shareholder Meeting and on January 30, 2024, CSTA filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands. In connection with that vote to approve the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal, the holders of 2,126,159 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $23,671,533. After the satisfaction of such redemptions and receipt of the initial deposit of $55,000 to the Trust Account, the balance in the Trust Account was $26,415,545.

On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 CSTA Class B Ordinary Shares into CSTA Class A Ordinary Shares on a one-for-one basis. The Sponsor waived any right to receive funds from the Trust Account with respect to the CSTA Class A Ordinary Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original CSTA Class B Ordinary Shares under the terms of the Letter Agreement.

During 2024, the CSTA Board approved the First 2024 Extension on February 29, 2024, and the extension committee of the CSTA Board approved the Second 2024 Extension, Third 2024 Extension, Fourth 2024 Extension, Fifth 2024 Extension, Sixth 2024 Extension, Seventh 2024 Extension, Eighth 2024 Extension, Ninth 2024 Extension, Tenth 2024 Extension and Eleventh 2024 Extension on March 28, 2024, April 29, 2024, May 29, 2024, June 28, 2024, July 23, 2024, August 23, 2024, September 26, 2024, October 29, 2024, November 27, 2024 and December 20, 2024, respectively, resulting in a new Termination Date of January 29, 2025, and CSTA drew an aggregate of $660,000 of funds pursuant to the unsecured promissory note in the principal amount of $1,660,000 issued by CSTA to the Sponsor on January 30, 2024 (the “2024 Note”). The 2024 Note does not bear interest and matures upon closing of CSTA’s initial business combination. In the event that CSTA does not consummate a business combination, the 2024 Note will be repaid only from amounts remaining outside of the Trust Account, if any.

On January 27, 2025, CSTA held the 2025 Shareholder Meeting (A) to amend, by way of special resolution, the CSTA Organizational Documents to extend the 2025 Termination Date by which CSTA has to consummate a business combination from January 29, 2025 to February 28, 2025, or the 2025 Articles Extension Date, and to allow CSTA, without another shareholder vote, to elect to extend the 2025 Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the 2025 Articles Extension Date, by resolution of the CSTA Board, if requested by the Sponsor and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2026, or a total of up to twelve months after the 2025 Termination Date, unless the closing of a business combination shall have occurred prior thereto; (B) to amend, by way of special resolution, the CSTA Organizational Documents to permit for the issuance of CSTA Class A Ordinary Shares to holders of CSTA Class B Ordinary Shares upon the exercise of the right of a holder of the CSTA Class B Ordinary Shares to convert such holder’s CSTA Class B Ordinary Shares into CSTA Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder; and (C) if required, an adjournment proposal to adjourn, by way of ordinary resolution, the 2025 Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the 2025 Shareholder Meeting, there are insufficient CSTA Class A Ordinary Shares and CSTA Class B Ordinary Shares in the capital of CSTA represented (either in person or by proxy) to approve the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal, (ii) where CSTA would not adhere to the initial or continued trading requirements of OTCQB and the OTCQ Venture or (iii) where the CSTA Board has determined it is otherwise necessary. In connection with the vote to approve the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal held on January 27, 2025, the holders of 2,303,382 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.91 per share, for an aggregate redemption amount of approximately $27,428,399. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $778,970 and there were 7,664,302 CSTA Class A Ordinary Shares outstanding, of which 64,302 CSTA Class A Ordinary Shares are held by CSTA Public Shareholders. On each of February 25, 2025, March 27, 2025, April 29, 2025, May 28, 2025, June 26, 2025, July 28, 2025, August 28, 2025, September 26, 2025, October 28, 2025, November 25, 2025,

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December 23, 2025, February 27, 2026, April 28, 2026, May 28, 2026, June 26, 2026, July 29, 2026, August 28, 2026 and September 25, 2026 CSTA drew the Extension Funds, in the aggregate amount of $5,000 each month, as approved by unanimous director or extension committee resolution pursuant to the 2024 Note, which Extension Funds CSTA deposited into CSTA’s Trust Account for CSTA Public Shareholders. These deposits enabled CSTA to extend the date by which it must complete its initial business combination from February 28, 2025 to October 29, 2026. These extensions were eleven of eleven one-month extensions of 2025 Extension and the eighth of eleven one-month extensions of 2026 Extension permitted under the CSTA Organizational Documents and provide CSTA with additional time to complete its initial business combination. As of June 30, 2026 and December 31, 2025, CSTA deposited an aggregate total of $750,000 and $720,000 Extension Funds pursuant to the 2024 Note, respectively.

On March 10, 2025, the CSTA Class A Ordinary Shares started trading on the OTC Pink and CSTA Units started trading on the OTCQB. The main difference between OTCQB and OTC Pink from OTCQX is that securities listed on the OTCQB and OTC Pink undergo additional quality review and have different listing standards than those on the OTCQX, although all are tiers of the OTC Markets. The trading symbols for the CSTA Class A Ordinary Shares and CSTA Units remained the same.

On June 5, 2025, CSTA amended the 2024 Note to increase the total principal amount by $590,000 from $1,660,000 to $2,250,000. Unless otherwise set forth in the First Amendment, all other provisions of the 2024 Note remained in full force and effect.

On July 16, 2025, the CSTA Public Warrants and CSTA Units started trading on the OTCID. The main difference between OTCID and OTCQB is that securities listed on the OTCID undergo additional quality review and have different listing standards than those on the OTCQB, although all are tiers of the OTC Markets. The trading symbols for the CSTA Public Warrants and CSTA Units remained the same. The transition to OTCID from OTCQB of the CSTA Public Warrants and CSTA Units did not affect CSTA’s business operations, its relationships with partners or employees or its current SEC reporting obligations.

On April 24, 2025, representatives of CSTA, including Mr. Goldman and Kenny Griffin, and representatives of HiTech and Jindalee, including Lindsay Dudfield and Ian Rodger, began discussions regarding a potential transaction. Representatives of CSTA, the Sponsor and its affiliates were initially introduced to Jindalee and HiTech by Cohen & Company Capital Markets (“Cohen”) in April 2025.

Prior to being introduced to Jindalee and HiTech, none of CSTA, the Sponsor nor any of their respective officers or directors had any substantive discussions with, or any material relationship with, Jindalee, HiTech, or any of their respective affiliates. The introduction described above was the first substantive contact between the parties regarding a potential transaction.

On August 12, 2025, the CSTA deal team, including Messrs. Goldman and Griffin, formally informed the CSTA Board that discussions had commenced with HiTech regarding the Business Combination. At this meeting, the CSTA Board discussed the potential strategic fit of HiTech with CSTA’s acquisition criteria and authorized management to continue pursuing discussions with HiTech.

From June through September 2025, representatives of CSTA and HiTech negotiated the terms of the Non-Binding Term Sheet, including discussions regarding key commercial terms negotiated, such as valuation and transaction consideration, proposed transaction structure, governance matters, key conditions to closing and other material terms. During this period, the parties exchanged multiple drafts of a term sheet and held the following meetings and calls to discuss and negotiate the terms of the proposed transaction:

On June 10, 2025, Messrs. Patel, Goldman, and Griffin of the CSTA team and Messrs. Dudfield and Rodger of the HiTech team held an in-person introductory meeting. No specific transaction terms were discussed at this meeting.

On June 19, 2025, Messrs. Patel, Goldman, and Griffin of the CSTA team and Messrs. Dudfield and Rodger of the HiTech team held a videoconference call to continue their introductory discussions. No specific transaction terms were discussed at this meeting.

On July 15, 2025, Messrs. Patel, Goldman, and Griffin of the CSTA team and Messrs. Dudfield and Rodger of the HiTech team held a videoconference call to discuss the status of the proposed transaction. No material transaction terms were discussed at this meeting.

On August 14, 2025, Messrs. Patel, Goldman, and Griffin of the CSTA team, Messrs. Dudfield and Rodger of the HiTech team and Brandon Sun of the Cohen team held a videoconference call at which the parties discussed, among other things, the proposed valuation of HiTech.

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On August 20, 2025, Messrs. Patel, Goldman, and Griffin of the CSTA team, representatives of the Kirkland team, Messrs. Dudfield and Rodger of the HiTech team, and representatives of the Perkins team held a videoconference call to discuss and negotiate the CSTA PIPE investment structure, post-closing board representation, the Minimum Cash Condition and Sponsor economics. During this call, the parties exchanged views on key open points and sought to narrow the differences in their respective positions.

During the course of these discussions and the exchange of multiple drafts of the Non-Binding Term Sheet between June and September 2025, the parties negotiated the following key commercial terms, among others:

PIPE Financing. CSTA initially proposed that the Sponsor would provide a $3.0 million PIPE investment, structured as a $1.5 million convertible note to be funded at signing at a 15% discount to the IPO price per share, plus an additional $1.5 million to be funded at closing on the same terms as third-party PIPE investors. HiTech proposed a larger $4.0 million PIPE investment, structured as a $1.5 million convertible note to be funded at signing at a 25% discount to the IPO price per share, plus an additional $2.5 million to be funded at closing. After further negotiations, on August 21, 2025, the parties agreed to the $4.0 million structure proposed by HiTech, with the second tranche of funding being subject to satisfaction of the Minimum Cash Condition.

Sponsor Economics. CSTA initially proposed a 25% Founder Share forfeiture, with additional forfeitures of 500,000 Founder Shares for each $5.0 million by which the aggregate PIPE investment fell below the targeted amount. HiTech proposed reducing the forfeiture interval to $2.5 million, and the parties also disagreed on whether PIPE financing term sheets that were presented to but not accepted by HiTech would count toward the total PIPE investment amount for purposes of calculating the forfeiture. After further negotiation, on August 25, 2025, the parties agreed to the $2.5 million interval proposed by HiTech, with the deemed-met concept modified to include amounts that were the subject of bona fide term sheets and/or bona fide written offers from third-party investors.

Minimum Cash Condition. Kirkland, on behalf of CSTA, initially proposed a $15.0 million Minimum Cash Condition. Perkins, on behalf of HiTech, proposed reducing the Minimum Cash Condition to $14.0 million and adding a provision that the condition would be waivable solely by HiTech. After further discussion, on August 21, 2025, the parties agreed to the $14.0 million threshold with the HiTech-only waiver right and further agreed to the general structure of the calculation methodology for such condition on August 25, 2025.

Post-Closing Governance. Kirkland, on behalf of CSTA, proposed that CSTA would be entitled to appoint one director and one board observer to a seven-person post-closing board of directors. HiTech rejected the inclusion of a board observer, and on August 21, 2025, CSTA ultimately agreed that it would have the right to appoint one director to the seven-person board without an observer.

Transaction Expenses and SPAC Expense Threshold. Kirkland, on behalf of CSTA, proposed a $6.0 million SPAC expense threshold, pursuant to which any transaction expenses exceeding such threshold would result in an additional Founder Share forfeiture by the Sponsor at a rate of $10.00 per share. Perkins, on behalf of HiTech, proposed reducing the threshold to $4.0 million, which CSTA rejected. Perkins also proposed that HiTech’s approval would be required for any new Other Transaction Expenses in excess of $50,000. After further negotiation, on August 26, 2025, the parties agreed to the $6.0 million threshold and forfeiture mechanic proposed by CSTA.

Termination Fee. Kirkland, on behalf of CSTA, initially proposed a $3.0 million expense reimbursement cap if HiTech terminated the transaction prior to the execution of a definitive agreement and a $6.0 million cap following execution of a definitive agreement. Perkins, on behalf of HiTech, proposed reducing the caps to $1.0 million and $3.0 million, respectively. After further negotiation, on August 26, 2025, the parties agreed to a $2.0 million expense reimbursement prior to the execution of a definitive agreement and a $6.0 million reimbursement following execution of a definitive agreement (in the event HiTech exercised a fiduciary out or changed its board recommendation).

Lock-Up. CSTA initially proposed that the Sponsor would be subject to a nine-month lock-up period following the closing of the Business Combination. After discussion, on June 30, 2025, the parties agreed to a twelve-month lock-up applicable to all rollover Company Shares held by Jindalee and all Founder Shares held by the Sponsor.

Valuation. In the initial letter of intent sent on April 24, 2025 to Jindalee, CSTA initially proposed a valuation range of $200 million to $300 million, subject to the satisfactory completion of due diligence. Over the course of the letter of intent negotiations, Jindalee proposed a valuation of $500 million on June 9, 2025. In the first draft of the term sheet prepared by CSTA on June 30, 2025, CSTA proposed a range of $400 to $500 million. In a later draft of the term sheet shared by Jindalee on July 17, 2025, Jindalee restated its proposed valuation of $500 million. The valuation was reviewed

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and scrutinized by CSTA’s management team, who relied on independent work performed by Mr. Buttenshaw. In particular, CSTA’s analysis focused on benchmarking the McDermitt Lithium Project against its closest publicly-traded peer projects, Thacker Pass and Rhyolite Ridge, and these comparable projects were used to derive a comparable multiple of enterprise value to the McDermitt Lithium Project’s total lithium carbonate equivalent resource. This multiple was then applied to the McDermitt Lithium Project with a discount applied to reflect the earlier stage of development of the McDermitt Lithium Project relative to these peers. This valuation methodology is common practice in the metals and mining industry. Based on this analysis, CSTA’s management team determined that the proposed $500 million valuation in the Non-Binding Term Sheet was reasonable. Among other things, CSTA’s management team acknowledged and considered HiTech’s status as an exploration stage company without any operations, with a history of financial losses. They also considered the expectation that HiTech would incur significant expenses and continuing losses for the foreseeable future. See “CSTA Board’s Reasons for the Approval of the Business Combination” below. In connection with the evaluation of the Business Combination, none of CSTA, HiTech, their respective boards of directors, or their respective management teams considered any financial projections or forecasts regarding the future financial performance of CSTA, HiTech, or US Elemental. Additionally, Cohen produced comparable company analyses on October 14, 2025, and February 17, 2026, to support the proposed valuation of $500 million. In preparing these analyses, Cohen reviewed the Enterprise Value divided by resource size (Lithium Carbonate Equivalents) and Enterprise Value as a percentage of disclosed Net Present Values (NPV) for Lithium Americas (owner of Thacker Pass) and Ioneer (owner of Rhyolite Ridge). Then, Cohen compared these multiples and ratios with US Elemental’s proposed $500 million valuation and determined that the valuation was reasonable.

On September 3, 2025, CSTA and Jindalee executed the Non-Binding Term Sheet setting forth the principal terms of a proposed business combination between CSTA and HiTech, including the valuation and transaction consideration, proposed transaction structure, governance matters and key conditions to closing. The Non-Binding Term Sheet included an initial exclusivity period of 90 days ending on December 2, 2025, during which CSTA and Jindalee were to undertake mutual due diligence and negotiate transaction documents. On September 8, 2025, Jindalee announced that Jindalee and CSTA had entered into the Non-Binding Term Sheet. The Non-Binding Term Sheet contemplated that Jindalee will receive 50 million new shares in the post business combination company initially valued at $10 per share in consideration for the Business Combination, equating to an equity value of $500 million (subject to customary adjustments). The Non-Binding Term Sheet also contemplated a capital raise of $20 to $30 million or more, with affiliates of Antarctica Capital to commit $4 million. Upon close, the post business combination company would be expected to list on a U.S. national securities exchange, with Jindalee expected to retain more than 80% ownership of the combined company.

On September 11, 2025, a diligence question list was sent to HiTech, and on September 16, 2025, representatives of Alliance Advisors, Jindalee’s communications advisor, HiTech and CSTA held an introductory call to discuss rebranding HiTech and positioning the company for a public listing in the United States. Over the subsequent months, the same group convened multiple times to address rebranding matters, including renaming HiTech to US Elemental, creating a PIPE Financing investor presentation, developing the US Elemental website and coordinating public relations and news coverage in connection with the proposed Business Combination.

On September 22, 2025, CSTA received access to HiTech’s virtual data room, and on the same date HiTech returned an annotated diligence question list to CSTA. The CSTA and its representatives reviewed the responses and confirmed that the diligence questions were satisfied with no major red flags identified.

Beginning September 24, 2025, weekly standing calls were established among HiTech, the CSTA deal team and Cohen to advance the Business Combination. These meetings addressed, among other topics, the PIPE Financing marketing process, listing requirements, public relations efforts, ongoing SEC filings, progression of transaction documents, and various commercial deal points, including the form, timing, and size of Antarctica Capital’s PIPE investment.

As part of the diligence program, on September 30, 2025, Messrs. Goldman and Griffin of the CSTA team and Mr. Buttenshaw conducted a call to discuss HiTech’s responses to mining-related diligence questions and no red flags were identified. On October 1, 2025, Messrs. Dudfield and Rodger of the HiTech team, Messrs. Patel, Goldman, and Griffin of the CSTA deal team, and Mr. Buttenshaw held a call focused on HiTech’s engagement with the federal government regarding potential funding support and the federal permitting pathway.

On October 14, 2025, Messrs. Goldman and Griffin of the CSTA team, Messrs. Dudfield and Rodger of the HiTech team, and Mr. Sun of the Cohen team met in person in New York to plan the PIPE Financing. A technical due diligence call was held on October 16, 2025 among Messrs. Goldman and Griffin of the CSTA deal team, Mr. Buttenshaw, and Messrs. Dudfield and Rodger of the HiTech team, with a follow-up call on October 23, 2025. Across these technical reviews, no red flags were identified.

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On November 13, 2025, Messrs. Goldman and Griffin of the CSTA deal team gave Mr. Stefanowski, Mr. Faass, and Ms. Schepanek of the CSTA Board an update regarding the different diligence and PIPE marketing workstreams undertaken in connection with the proposed business combination with HiTech. At this meeting, the CSTA Board discussed the status of due diligence, the preliminary valuation analysis, the proposed transaction structure, and the financing strategy. The CSTA Board authorized management to continue advancing negotiations toward a definitive agreement. On December 1, 2025, the first joint call with counsel was convened and attended by Kirkland & Ellis LLP, as counsel to CSTA (“Kirkland”), Perkins Coie LLP, as counsel to HiTech (“Perkins”), CSTA’s management, HiTech’s management team, and Cohen, in order to coordinate legal workstreams and review diligence findings.

From December 5, 2025 through February 2, 2026, HiTech, CSTA, and Mr. Buttenshaw conducted PIPE Financing marketing meetings and presentations to nine potential investors. On February 17, 2026, a subsequent joint counsel call attended by representatives of Kirkland and Perkins, Messrs. Goldman and Griffin of CSTA, and Messrs. Dudfield, Rodger, and Garthe of HiTech addressed outstanding legal diligence questions. At the conclusion of that session, no material concerns were identified that would prevent the parties from proceeding with the proposed transaction.

On December 8, 2025, Perkins provided to Kirkland an initial draft of the Business Combination Agreement based upon the terms set forth in the Non-Binding Term Sheet. Between December 2025 and April 2026, Kirkland and Perkins exchanged numerous drafts of the Business Combination Agreement and had telephonic discussions and negotiations concerning the terms of the Business Combination Agreement, including, among other things, the following key terms:

• Sponsor PIPE Financing. The initial Perkins draft dated December 8, 2025 provided for a total PIPE Investment Amount of $21.0 million (inclusive of $4.0 million of Sponsor Financing), with a $1.55 million pre-funded amount from the Sponsor at a 25% discount to the $10.00 IPO price per share. In Kirkland’s February 21, 2026 draft, the pre-funded amount was re-characterized from a convertible promissory note to convertible preferred stock, express language was added to include Sponsor Financing in the Minimum Cash Condition calculation, and the obligation to conduct the PIPE process was made mutual between CSTA and HiTech. Perkins accepted this framework in its February 26, 2026 draft and the total PIPE Investment Amount was resolved at $25.0 million (inclusive of $4.0 million of Sponsor Financing). The executed Business Combination Agreement reflects the Sponsor’s $4.0 million total contribution ($1.55 million pre-funded plus $2.5 million committed at Closing) at the 25% conversion discount.

• Minimum Cash Condition. The initial Perkins draft dated December 8, 2025 included broad deductions against the Minimum Cash Condition, including Continuing Sponsor Transaction Loans, SPAC Transaction Expenses and unpaid SPAC Liabilities. Kirkland’s February 21, 2026 draft narrowed the deductions to include only SPAC Transaction Expenses. Perkins accepted this formulation on February 26, 2026 and confirmed that Sponsor Loans exchanged for US Elemental Loan Warrants and Other Transaction Expenses would not count against the condition. The executed Business Combination Agreement provides that only SPAC Transaction Expenses reduce the Minimum Cash Condition.

• Sponsor Loans. The three-bucket structure for Sponsor Loans was established in the initial Perkins draft dated December 8, 2025: (a) Existing Sponsor Loans (incurred prior to September 3, 2025) would convert into US Elemental Loan Warrants; (b) Continuing Sponsor Transaction Loans (incurred after September 3, 2025 to finance SPAC Transaction Expenses due before Closing) would be repaid in cash; and (c) Continuing Sponsor Non-Transaction Loans (incurred after September 3, 2025 for other purposes) would convert into US Elemental Loan Warrants. Kirkland’s February 21, 2026 draft introduced the $1.50 conversion formula and shifted conversion timing for Continuing Sponsor Non-Transaction Loans to the Initial Closing. Perkins accepted this structure on February 26, 2026. The executed Business Combination Agreement includes an affirmative obligation for the Sponsor to pay SPAC Non-Transactional Expenses accrued prior to Closing, with such payments reflected as Continuing Sponsor Non-Transaction Loans subject to conversion.

• Transaction Expenses. The initial Perkins draft dated December 8, 2025 distinguished between SPAC Transaction Expenses and Other Transaction Expenses, with a $50,000 consent threshold requiring HiTech’s prior written approval for new Other Transaction Expenses above that amount. Kirkland’s February 21, 2026 draft sought a broad definition of SPAC Transaction Expenses that would include fees payable by CSTA, the Acquisition Entities or the Sponsor, Deferred Underwriting Fees, and an “unpaid

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SPAC Liability” catch-all. Perkins objected to the breadth of this formulation and proposed a narrower enumeration. The executed Business Combination Agreement retained Kirkland’s broader approach (including the unpaid SPAC Liability catch-all) while preserving the $50,000 consent threshold.

• Acquisition Proposals, Alternative Transactions and Termination. The initial Perkins draft dated December 8, 2025 included HiTech’s no-shop obligation with a fiduciary out permitting the Company Board to effect a Change of Company Recommendation or terminate the Business Combination Agreement, subject to a five-business-day notice period and good-faith negotiation with CSTA. The initial draft also provided for termination rights on ten grounds, including an Outside Date of approximately nine months post-signing, with a Company Termination Amount and a reciprocal CSTA termination amount each capped at $6.0 million. Kirkland’s March 13, 2026 draft proposed extending the “Company Acquisition Proposal” definition to include acquisitions of Jindalee, adding a demand re-affirmation provision, and tightening the “Superior Proposal” definition. Perkins objected to each of these proposals in its March 16, 2026 issues list. The executed Business Combination Agreement reflects HiTech’s positions on each of these points, with the Company Termination Amount and reciprocal CSTA termination amount each capped at $6.0 million and the Outside Date set at nine months post-signing.

On January 27, 2026, CSTA held the 2026 Shareholder Meeting (A) to amend, by way of special resolution, the CSTA Organizational Documents to extend the Original Termination Date to the Articles Extension Date and to allow CSTA, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the CSTA Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date for an aggregate extension period of up to twelve months after the Original Termination Date, ending no later than January 29, 2027, unless the closing of a business combination shall have occurred prior thereto; and (B) if required, an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates or indefinitely, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient ordinary shares in the capital of Constellation represented (either in person or by proxy) to approve the Extension Amendment Proposal or (ii) where the CSTA Board has determined it is otherwise necessary. The shareholders of CSTA approved the Extension Amendment Proposal at the Shareholder Meeting and on January 28, 2026, CSTA filed an amendment to the CSTA Organizational Documents with the Registrar of Companies of the Cayman Islands. In connection with the vote to approve the Extension Amendment Proposal, the holders of 17,773 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $13.39 per share, for an aggregate redemption amount of approximately $238,039. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $628,176, and there were 7,646,529 CSTA Class A Ordinary Shares outstanding, of which 46,529 CSTA Class A Ordinary Shares were held by CSTA Public Shareholders.

Between mid-February and April 9, 2026, Kirkland and Perkins also exchanged and negotiated on behalf of CSTA and HiTech, respectively, drafts of the disclosure schedules to the Business Combination Agreement and the other ancillary documents, including the Sponsor Support Agreement, Parent Transaction Support Agreement, Parent Shareholder Voting Agreement and Class B Holder Support Agreement.

On March 9, 2026, Kirkland provided its final legal due diligence report, which included summary diligence findings from Holland & Hart LLP, CSTA’s local mining counsel. The delivery of the report marked the completion of the principal legal diligence review and informed the parties’ continued discussions regarding the proposed business combination and related financing and re-branding initiatives.

On March 10, 2026, Kirkland circulated to the CSTA Board written materials summarizing the key terms of the then-current drafts of the Business Combination Agreement and related ancillary documents.

On March 11, 2026, the CSTA Board held a meeting at which Messrs. Goldman and Griffin of the CSTA deal team, Mr. Buttenshaw, and representatives of Kirkland presented to Mr. Stefanowski, Mr. Faass, and Ms. Schepanek of the CSTA Board an overview of the due diligence process undertaken in connection with the proposed business combination between CSTA and HiTech and an update on the status of the transaction. Messrs. Goldman and Griffin of the CSTA deal team and Mr. Buttenshaw advised on business terms, while representatives of Kirkland advised on legal matters related to the proposed transaction. Directors asked questions, and management, consultants and/or advisors responded to those questions.

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On March 18, 2026, CSTA amended the 2024 Note to increase the total principal amount by $3,000,000 from $2,250,000 to $5,250,000. Unless otherwise set forth in the Second Amendment, all other provisions of the 2024 Note remained in full force and effect.

Between March 4, 2026 and April 8, 2026, CSTA, Jindalee and Antarctica Capital negotiated the terms of the US Elemental Preferred Stock. The parties exchanged mark-ups of a term sheet setting forth the terms of a convertible preferred stock investment totaling $4,000,000, to be funded in two tranches. The first tranche of $1,550,000 would be funded at the signing of the Business Combination Agreement in the form of HiTech Series A Preferred Stock ranking senior to all existing and future equity of HiTech. The second tranche of $2,500,000 would be funded at the closing of the Business Combination as participation in any PIPE Financing, on the same terms as such financing. The HiTech Series A Preferred Stock would bear a dividend of 10% cash or 12% PIK per annum at HiTech’s election, include a conversion price initially set at $12.00 per share (subject to anti-dilution and VWAP-based reset adjustments with a $7.50 floor), and provide for 100% warrant coverage exercisable at $11.50 per share. The term sheet also provided for call rights by US Elemental at declining premiums beginning at 150% of Accrued Value, put rights exercisable by Antarctica Holder after the fifth anniversary of the closing, and change of control protections. In addition, the Investor would receive minority protections, voting rights on an as-converted basis, and registration rights. Jindalee would guarantee HiTech’s obligation to repurchase such preferred stock instrument upon termination of a business combination agreement. Once the parties reached agreement on the term sheet, they proceeded to negotiate the definitive documents governing such investment.

On March 27, 2026, the CSTA Board held a meeting at which Messrs. Goldman and Griffin of the CSTA deal team, Mr. Buttenshaw, and representatives of Kirkland presented to Mr. Patel, Mr. Stefanowski, Mr. Haass, Ms. Schepanek, and Mr. Davis of the CSTA Board the final terms of the Business Combination Agreement and the Securities Purchase Agreement, as discussed in more details above. After discussion and consideration of the factors described below under “— The CSTA Board’s Reasons for the Approval of the Business Combination,” the CSTA Board unanimously determined that the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination, are advisable and in the best interests of CSTA and its shareholders, and unanimously approved the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination. In reaching its decision to approve the Business Combination, the CSTA Board did not obtain a third-party valuation or fairness opinion. The CSTA Board determined that such a valuation or opinion was not necessary in light of, among other things, the analysis performed by CSTA’s management and consultants and the arm’s-length negotiations between the parties. The factors considered by the CSTA Board in reaching its decision are described below under “— The CSTA Board’s Reasons for the Approval of the Business Combination.”

On March 28, 2026, Kirkland sent a first draft of the Securities Purchase Agreement to Perkins and Perkins sent comments back to Kirkland on such Securities Purchase Agreement draft on March 31, 2026. On March 23, 2026, Perkins sent a first draft of the Certificate of Designation to Kirkland and Kirkland responded with comments to the Certificate of Designation on March 30, 2026. Perkins responded to such comments on March 31, 2026 and sent a revised draft of the Certificate of Designation to Perkins. On April 1, 2026, representatives of Kirkland and Perkins had a call on the Securities Purchase Agreement and Certificate of Designation, discussing, among other things, the permitted transferee definition, the exempt issuance definition, and carveouts to the no dividend covenant. On April 2, 2026, Perkins sent further updated draft of the Securities Purchase Agreement and Certificate of Designation to Kirkland. On April 2, 2026, Perkins sent a draft of the Parent Guarantee to Kirkland and Kirkland sent back comments on such draft on April 7, 2026 and Perkins sent back a form final draft of such document to Kirkland on April 8, 2026. On April 6, 2026, Perkins sent a draft of the Purchaser Warrant to Kirkland and Kirkland sent back comments on such draft to Perkins on April 8, 2026. Perkins sent back additional comments to Kirkland on the Securities Purchase Agreement and Certificate of Designation on April 7, 2026. On April 8, 2026, Perkins circulated execution versions of the Securities Purchase Agreement, Purchaser Warrant, Parent Guarantee and Certificate of Designation to Kirkland.

To ensure the CSTA Board was provided with sufficient information to vote on the approval of the Business Combination, CSTA presented a valuation analysis of HiTech in the Business Combination. This analysis included a description of two publicly-traded peer companies, and the rationale for their inclusion in the peer set. After establishing the peer set, the enterprise value/lithium carbonate equivalent multiples of each of the peer companies’ resources were determined, an accepted valuation methodology in HiTech’s industry. When applying HiTech’s valuation contemplated in the Business Combination to its assumed lithium carbonate equivalent quantum and considering the stage of the project, CSTA determined that HiTech’s valuation was reasonable.

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On April 8, 2026, Messrs. Dudfield, Rodger, and Garthe of HiTech, Messrs. Goldman and Griffin of CSTA, and representatives of Kirkland and Perkins held a meeting via teleconference to finalize the Business Combination Agreement and align on timing for signing and announcement of the Business Combination.

On April 9, 2026, HiTech and CSTA entered into the Business Combination Agreement and the related ancillary agreements.

Later on April 9, 2026, HiTech and CSTA issued a joint press release announcing the execution and delivery of the Business Combination Agreement and the Securities Purchase Agreement. Concurrently, Jindalee also issued a press release on April 9, 2026. Such press releases, an investor presentation, and the agreements or forms of agreements related to the Business Combination were filed by CSTA with the SEC on a Current Report on Form 8-K on April 9, 2026.

CSTA Board’s Reasons for the Approval of the Business Combination

As described under “The Background of the Business Combination” above, the CSTA Board, in evaluating the Business Combination, consulted with CSTA’s management and advisors. In reaching its unanimous decision that the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement are advisable and in the best interests of CSTA and its shareholders, and to recommend that the CSTA shareholders adopt the Business Combination Agreement and approve the Business Combination and other transactions contemplated thereby, the CSTA Board considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the proposed combination, the CSTA Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The CSTA Board contemplated its decision in the context of all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of the CSTA Board’s reasons for approving the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Note Regarding Forward-Looking Statements.”

Before reaching its decision, the CSTA Board reviewed the results of the due diligence conducted by CSTA’s management and CSTA’s advisors, which included:

• meetings and calls with HiTech’s management and advisors regarding the company’s operations and prospects;

• research on industry trends and other industry factors, including the federal, state and local regulatory environment in which HiTech operates;

• research on comparable companies operating in the industry;

• consultation with legal and financial advisors and industry experts;

• the Pre-Feasibility Study conducted on the McDermitt Lithium Project; and

• other financial and accounting diligence.

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• Experienced and Knowledgeable Management Team. The leadership team of HiTech is integral to its project development, and bring robust industry and project-related experience. Given Jindalee’s current status as a public company, the management of the combined company will already have extensive relevant public company leadership experience.

• Negotiated Transaction. The financial and other terms of the Business Combination Agreement are the result of arm’s length negotiations between CSTA and HiTech, and have been validated by their respective advisors as reasonable.

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Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination

• the fact that the Sponsor has irrevocably waived the anti-dilution adjustments set forth in the CSTA Organizational Documents with respect to the CSTA Class B Ordinary Shares that it holds;

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• the fact that the Sponsor has invested in CSTA an aggregate of $8,225,000, comprised of the $25,000 purchase price for 7,750,000 Founder Shares and the $8,200,000 purchase price for 5,466,667 CSTA Private Placement Warrants. Assuming a trading price of $ per CSTA Class A Ordinary Share (based upon the closing price of the CSTA Class A Ordinary Shares on OTCID on , 2026), the Founder Shares to held by the Sponsor following the forfeiture of shares in connection with the consummation of the Business Combination would have an implied aggregate market value of approximately $ , representing unrealized gain for the Sponsor of approximately $ . Even if the trading price of the shares of US Elemental Common Stock were as low as approximately $ per share, the aggregate market value of the founder shares to be retained by the Sponsor alone (without taking into account the value of the CSTA Private Placement Warrants) would be approximately equal to the initial investment in CSTA by the Sponsor. As a result, if the Business Combination is completed, the Sponsor is likely to be able to make a substantial profit on its investment in CSTA at a time when shares of US Elemental Common Stock have lost significant value. On the other hand, if CSTA liquidates without completing a business combination before the Termination Date, the Sponsor will lose its entire investment in CSTA;

• the fact that the Sponsor (and CSTA’s officers and directors who are members of the Sponsor) can earn a positive rate of return on their investment, even if other CSTA Shareholders experience a negative rate of return in the US Elemental Common Stock, including if the share price of the US Elemental Common Stock after the Closing falls below the price initially paid for the CSTA Units in the IPO;

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• the fact that Sponsor has the right to designate one member of the US Elemental Board;

Accounting Treatment

Interests of CSTA’s Directors

The existence of financial and personal interests of one or more of CSTA’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of CSTA and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the Proposals. In addition, CSTA’s directors and officers have interests in the Business Combination that may conflict with your interests as a shareholder. See the section entitled “— Interests of CSTA’s Directors and Executive Officers, Sponsor and Others in the Business Combination” for a further discussion of these considerations.

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Material U.S. Federal Income Tax Considerations

The following is a discussion of (A) the material U.S. federal income tax consequences (i) to the U.S. Holders and Non-U.S. Holders (each as defined below, and together, the “Holders”) of CSTA Ordinary Shares and CSTA Warrants (each, a “CSTA Security”) of the Initial Merger, (ii) to U.S. Holders of CSTA Ordinary Shares that elect to have their CSTA Ordinary Shares redeemed for cash if the Business Combination is completed and (iii) to Non-U.S. Holders of owning and disposing of US Elemental Common Stock or US Elemental Warrants (each, a “US Elemental Security”) after the Initial Merger, and (B) certain information reporting and other material U.S. federal income tax considerations in respect of the Business Combination. This discussion is based on provisions of the Code, its legislative history, final, temporary and proposed U.S. treasury regulations promulgated thereunder (“Treasury Regulations”), published rulings and court decisions, all as currently in effect. These authorities are subject to change or differing interpretations, possibly on a retroactive basis, which may affect the U.S. federal income tax consequences described herein.

For purposes of this discussion, because any unit of CSTA consisting of one Class A ordinary share and one-third of a public warrant is separable at the option of the holder, CSTA is treating any Class A ordinary share and one-third of a CSTA warrant held by a U.S. Holder in the form of a single unit as separate instruments and is assuming that the unit itself will not be treated as an integrated instrument. Accordingly, the separation of a unit of CSTA in connection with the consummation of the Business Combination generally should not be a taxable event for U.S. federal income tax purposes. This position is not free from doubt, and no assurance can be given that the IRS would not assert, or that a court would not sustain, a contrary position. U.S. Holders of CSTA Securities are urged to consult their tax advisors concerning the U.S. federal, state, local and any non-U.S. tax consequences of the transactions contemplated by the Business Combination (including any redemption) with respect to any CSTA Securities held through a unit of CSTA (including alternative characterizations of a unit of CSTA).

For purposes of this summary, a “U.S. Holder” means a beneficial owner of CSTA Securities or US Elemental Securities, as applicable, that is for U.S. federal income tax purposes:

• an individual citizen or resident of the United States;

• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia;

• an estate whose income is subject to U.S. federal income taxation regardless of its source; or

• a trust if (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person.

A “Non-U.S. Holder” means a beneficial owner of CSTA Securities or US Elemental Securities, as applicable, that, for U.S. federal income tax purposes, is an individual, corporation, estate or trust that is not a U.S. Holder.

This discussion is general in nature and does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder’s individual circumstances or status. In particular, this discussion considers only holders that hold CSTA Securities or US Elemental Securities as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). In addition, this discussion does not address the alternative minimum tax, the Medicare tax on net investment income, or the U.S. federal income tax consequences to holders that are subject to special treatment under U.S. federal income tax law, such as:

• financial institutions or financial services entities;

• broker-dealers;

• persons that are subject to the mark-to-market accounting rules under Section 475 of the Code;

• tax-exempt entities;

• governments or agencies or instrumentalities thereof;

• insurance companies;

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• regulated investment companies;

• real estate investment trusts;

• certain expatriates or former long-term residents of the United States;

• persons that acquired CSTA Securities or US Elemental Securities pursuant to an exercise of employee options, in connection with employee incentive plans or otherwise as compensation;

• persons that hold CSTA Securities or US Elemental Securities as part of a straddle, constructive sale, hedging, redemption or other integrated transaction;

• U.S. Holders (as defined below) whose functional currency is not the U.S. dollar;

• controlled foreign corporations;

• passive foreign investment companies;

• persons required to accelerate the recognition of any item of gross income with respect to CSTA Securities as a result of such income being recognized on an applicable financial statement;

• persons who actually or constructively own 5 percent or more of the shares of CSTA or US Elemental by vote or value (except as specifically provided below);

• foreign corporations with respect to which there are one or more U.S. shareholders within the meaning of Treasury Regulation Section 1.367(b)-3(b)(1)(ii);

• persons that exercise appraisal rights in connection with the Business Combination; or

• the Sponsor or its affiliates or any other sponsor, officers or directors of CSTA.

This discussion does not address any tax laws other than the U.S. federal income tax law, such as gift or estate tax laws, state, local or non-U.S. tax laws or, except as discussed herein, any tax reporting obligations of a holder of CSTA Securities. Additionally, this discussion does not address the tax treatment of partnerships or other pass-through entities or persons who hold CSTA Securities through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of CSTA Securities, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partner and such partnership. Holders of CSTA Securities should consult with their tax advisors regarding the specific tax consequences to such holders. This discussion also assumes that any distribution made (or deemed made) on CSTA Securities and any consideration received (or deemed received) by a holder in consideration for the sale or other disposition of CSTA Securities will be in U.S. dollars. We have not sought, and do not intend to seek, a ruling from the U.S. Internal Revenue Service (“IRS”) as to any U.S. federal income tax consequences described herein. There can be no assurance that the IRS will agree with the discussion herein, or that a court would not sustain any challenge by the IRS in the event of litigation. Moreover, there can be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy of the statements in this discussion.

THIS SUMMARY IS FOR GENERAL INFORMATION PURPOSES ONLY, AND IS NOT INTENDED TO BE, AND SHOULD NOT BE CONSTRUED AS, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER. THE U.S. FEDERAL INCOME TAX TREATMENT OF THE BENEFICIAL OWNERS OF CSTA SECURITIES AND/OR US ELEMENTAL SECURITIES MAY BE AFFECTED BY MATTERS NOT DISCUSSED HEREIN AND DEPENDS IN SOME INSTANCES ON DETERMINATIONS OF FACT AND INTERPRETATIONS OF COMPLEX PROVISIONS OF U.S. FEDERAL INCOME TAX LAW FOR WHICH NO CLEAR PRECEDENT OR AUTHORITY MAY BE AVAILABLE. WE URGE BENEFICIAL OWNERS OF CSTA SECURITIES AND/OR US ELEMENTAL SECURITIES TO CONSULT THEIR TAX ADVISORS REGARDING THE SPECIFIC TAX CONSEQUENCES TO SUCH HOLDER OF THE INITIAL MERGER, EXERCISING REDEMPTION RIGHTS, AND OWNING AND DISPOSING OF US ELEMENTAL SECURITIES AS A RESULT OF ITS PARTICULAR CIRCUMSTANCES, INCLUDING THE U.S. FEDERAL, STATE, LOCAL AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

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Tax Consequences of the Initial Merger to Holders of CSTA Securities

The U.S. federal income tax consequences of the Initial Merger will depend primarily upon whether the Initial Merger qualifies as a “reorganization” within the meaning of Section 368 of the Code. Under Section 368(a)(1)(F) of the Code, a reorganization is a “mere change in identity, form, or place of organization of one corporation, however effected” (an “F Reorganization”). Pursuant to the Initial Merger, we will change our jurisdiction of incorporation by merging with and into Initial Merger Sub, with the Initial Merger Sub surviving such merger as a wholly-owned direct subsidiary of US Elemental.

The Initial Merger will qualify as a reorganization within the meaning of Section 368(a)(1)(F) of the Code for U.S. federal income tax purposes. This conclusion is not entirely clear, however, due to the absence of direct guidance on the application of Section 368(a)(1)(F) of the Code to a corporation, such as CSTA, that holds only investment-type assets. Accordingly, it is not possible to predict whether the IRS or a court considering the issue would take a contrary position and each Holder of CSTA Securities is urged to consult its tax advisor with respect to the particular tax consequence of the Initial Merger to such Holder.

The Initial Merger will be treated for U.S. federal income tax purposes as if CSTA(i) transferred all of its assets and liabilities to US Elemental in exchange for all of the outstanding common stock and warrants of US Elemental; and then (ii) distributed the common stock and warrants of US Elemental to the shareholders and warrant holders of CSTA in liquidation of CSTA. The taxable year of CSTA will be deemed to end on the date of the Initial Merger.

U.S. Holders

In the case of a transaction, such as the Initial Merger, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, except as otherwise provided herein, including with respect to the PFIC rules and Section 367 of the Code (as discussed below), a U.S. Holder of CSTA Securities will not recognize gain or loss upon the exchange of its CSTA Securities solely for US Elemental Securities pursuant to the Initial Merger. In such case, (i) a U.S. Holder’s tax basis in a share of US Elemental Common Stock or US Elemental Warrant received in connection with the Initial Merger generally will be the same as its tax basis in the CSTA Class A Ordinary Share or CSTA Warrant surrendered in exchange therefor, increased by any amount included in the income of such U.S. Holder under Section 367(b) of the Code (as discussed below) and (ii) the holding period for a share of US Elemental Common Stock or US Elemental Warrant received by a U.S. Holder generally will include such U.S. Holder’s holding period for the CSTA Class A Ordinary Share or CSTA Warrant surrendered in exchange therefor.

If the Initial Merger fails to qualify as a reorganization under Section 368 of the Code, a U.S. Holder generally would recognize gain or loss with respect to its CSTA Securities in an amount equal to the difference, if any, between the fair market value of the corresponding US Elemental Securities received in the Initial Merger and the U.S. Holder’s adjusted tax basis in its CSTA Securities surrendered. The U.S. Holder’s basis in such U.S. Holder’s US Elemental Securities would be equal to the fair market value of those US Elemental Securities on the date of the Initial Merger and such U.S. Holder’s holding period for US Elemental Securities would begin on the day following the date of the Initial Merger. U.S. Holders who hold different blocks of CSTA Securities (generally, CSTA Securities purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them, and the discussion above does not specifically address all of the consequences to U.S. Holders who hold different blocks of CSTA Securities.

Because the Initial Merger will occur following the redemption of U.S. Holders that exercise their redemption right with respect to CSTA Ordinary Shares, U.S. Holders exercising such redemption right should not be subject to the potential tax consequences of the Initial Merger.

PFIC Considerations

Even in the case of a transaction, such as the Initial Merger, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, the Initial Merger may still be a taxable event to U.S. Holders of CSTA Securities under the passive foreign investment company, or “PFIC,” provisions of the Code, to the extent that Section 1291(f) of the Code applies, as described below. Because CSTA is a blank check company with no current active operating business, based upon the composition of its income and assets, and upon a review of its financial statements, CSTA believes that it may be a PFIC. However, CSTA’s actual PFIC status for any taxable year will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to CSTA’s status as a PFIC for the taxable year which ends as a result of the Initial Merger.

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Effect of PFIC Rules on the Initial Merger

Even in the case of a transaction, such as the Initial Merger, that qualifies as a reorganization for U.S. federal income tax purposes under Section 368(a)(1)(F) of the Code, Section 1291(f) of the Code requires that, to the extent provided in Treasury Regulations, a U.S. person that disposes of stock of a PFIC must recognize gain, notwithstanding any other provision of the Code. No final Treasury Regulations are in effect under Section 1291(f) of the Code. Proposed Treasury Regulations under Section 1291(f) of the Code were promulgated in 1992, with a retroactive effective date once they become finalized. If finalized in their present form, these Treasury Regulations may require taxable gain recognition by a “Non-Electing Shareholder” (as defined below) with respect to its exchange of CSTA Securities for US Elemental Securities in the Initial Merger if CSTA were classified as a PFIC at any time during such Non-Electing Shareholder’s holding period in respect thereof. Any such gain generally would be treated as an “excess distribution” made in the year of the Initial Merger and subject to the special tax and interest charge rules discussed below under “— Definition and General Taxation of a PFIC.” The proposed Treasury Regulations under Section 1291(f) of the Code should not apply to an “Electing Shareholder” (as defined below) with respect to its CSTA Ordinary Shares for which a timely QEF election, a QEF election with a purging election, or MTM election is made, as each such election is described below. It is not possible to determine at this time whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code will be adopted.

Definition and General Taxation of a PFIC

A non-U.S. corporation will be a PFIC if either (a) at least seventy-five percent (75%) of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it owns or is considered to own at least twenty-five percent (25%) of the shares by value, is passive income or at least fifty percent (50%) of its assets in a taxable year, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it owns or is considered to own at least twenty-five percent (25%) of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than certain rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. The determination of whether a foreign corporation is a PFIC is made annually.

If CSTA is determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. Holder of CSTA Securities and, solely with respect to the CSTA Ordinary Shares, the U.S. Holder did not make either a timely (a) “qualified election fund” (QEF) election for CSTA’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) CSTA Ordinary Shares, (b) QEF election along with a “purging election,” or (c) “mark-to-market” (MTM) election, all of which are discussed further below (a “Non-Electing Shareholder”, and a U.S. Holder that is not a Non-Electing Shareholder, an “Electing Shareholder”), such Non-Electing Shareholder generally will be subject to special rules with respect to any gain recognized by the Non-Electing Shareholder on the sale or other disposition of its CSTA Ordinary Shares and any “excess distribution” made to the Non-Electing Shareholder. Excess distributions generally are any distributions to such Non-Electing Shareholder during a taxable year of the Non-Electing Shareholder that are greater than 125% of the average annual distributions received by such Non-Electing Shareholder in respect of the CSTA Ordinary Shares during the three preceding taxable years of such Non-Electing Shareholder or, if shorter, such Non-Electing Shareholder’s holding period for the CSTA Ordinary Shares.

Under these rules, the Non-Electing Shareholder’s gain or excess distribution will be allocated ratably over the Non-Electing Shareholder’s holding period for the CSTA Securities. The amount of gain allocated to the Non-Electing Shareholder’s taxable year in which the Non-Electing Shareholder recognized the gain or received the excess distribution, or to the period in the Non-Electing Shareholder’s holding period before the first day of CSTA’s first taxable year in which it qualified as a PFIC, will be taxed as ordinary income. The amount of gain allocated to other taxable years (or portions thereof) of the Non-Electing Shareholder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the Non-Electing Shareholder. The interest charge generally applicable to underpayments of tax will be imposed on the Non-Electing Shareholder in respect of the tax attributable to each such other taxable year of the Non-Electing Shareholder. Any “all earnings and profits amount” included in income by a Non-Electing Shareholder as a result of the Initial Merger (discussed under “— Effects of Section 367(b) of the Code to U.S. Holders of CSTA Ordinary Shares”) generally would be treated as gain subject to these rules.

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In general, if CSTA is determined to be a PFIC, a U.S. Holder may avoid the tax consequences described above with respect to its CSTA Ordinary Shares (but not CSTA Warrants) by making a timely QEF election (or a QEF election along with a purging election), or an MTM election, all as described below.

QEF Election and Mark-to-Market Election

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (“Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund”), including the information provided in a “PFIC Annual Information Statement,” to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. U.S. Holders should consult their tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

A U.S. Holder’s ability to make a QEF election with respect to its CSTA Ordinary Shares is contingent upon, among other things, the provision by CSTA of certain information that would enable the U.S. Holder to make and maintain a QEF election. Upon written request, CSTA will endeavor to provide to a U.S. Holder such information as the IRS may require, including a PFIC Annual Information Statement, in order to enable the U.S. Holder to make and maintain a QEF election, but there can be no assurance that CSTA will timely provide such information that is required to make and maintain the QEF election. A U.S. Holder is not able to make a QEF election with respect to the CSTA Warrants. An Electing Shareholder making a valid and timely QEF election generally would not be subject to the adverse PFIC rules discussed above with respect to their CSTA Ordinary Shares. As a result, such an Electing Shareholder generally should not recognize gain or loss as a result of the Initial Merger except to the extent described under “— Effects of Section 367(b) of the Code to U.S. Holders of CSTA Ordinary Shares” and subject to the discussion above under “— Tax Consequences of the Initial Merger to U.S. Holders of CSTA Securities,” but rather would include annually in gross income its pro rata share of the ordinary earnings and net capital gain of CSTA, whether or not such amounts are actually distributed.

As indicated above, if a U.S. Holder of CSTA Ordinary Shares has not made a timely and effective QEF election with respect to CSTA’s first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) CSTA Ordinary Shares, such U.S. Holder generally may nonetheless qualify as an Electing Shareholder by filing on a timely filed U.S. income tax return (including extensions) a QEF election and a purging election to recognize under the rules of Section 1291 of the Code any gain that it would otherwise recognize if the U.S. Holder sold its CSTA Ordinary Shares for their fair market value on the “qualification date.” The qualification date is the first day of CSTA’s tax year in which CSTA qualifies as a QEF with respect to such U.S. Holder. The purging election can only be made if such U.S. Holder held CSTA Ordinary Shares on the qualification date. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the U.S. Holder will increase the adjusted tax basis in its CSTA Ordinary Shares by the amount of the gain recognized and will also have a new holding period in the CSTA Ordinary Shares for purposes of the PFIC rules.

Alternatively, if a U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable shares, the U.S. Holder may make an MTM election with respect to such shares for such taxable year. If the U.S. Holder makes a valid MTM election for the first taxable year of the U.S. Holder in which the U.S. Holder holds (or is deemed to hold) CSTA Ordinary Shares and for which CSTA is determined to be a PFIC, such holder will not be subject to the PFIC rules described above in respect to its CSTA Ordinary Shares. Instead, the U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its CSTA Ordinary Shares at the end of its taxable year over the adjusted basis in its CSTA Ordinary Shares. The U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its CSTA Ordinary Shares over the fair market value of its CSTA Ordinary Shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The U.S. Holder’s basis in its CSTA Ordinary Shares will be adjusted to reflect any such income or loss amounts and any further gain recognized on a sale or other taxable disposition of the CSTA Ordinary Shares will be treated as ordinary income. Shareholders who hold different blocks of CSTA Ordinary Shares (generally, shares of CSTA purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them. The MTM election is available only for shares that are regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including NYSE, or

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on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. No assurance can be given that the CSTA Ordinary Shares are considered to be regularly traded for purposes of the MTM election or whether the other requirements of this election are satisfied. If such an election is available and has been made, such U.S. Holders generally will not be subject to the special taxation rules of Section 1291 of the Code discussed herein. However, if the MTM election is made by a Non- Electing Shareholder after the beginning of the holding period for the PFIC stock, then the Section 1291 rules will apply to certain dispositions of, distributions on and other amounts taxable with respect to CSTA Ordinary Shares. An MTM election is not available with respect to CSTA Warrants. U.S. Holders are urged to consult their tax advisers regarding the availability and tax consequences of an MTM election in respect to CSTA Ordinary Shares under their particular circumstances.

THE RULES DEALING WITH PFICS AND WITH THE TIMELY QEF ELECTION, THE QEF ELECTION WITH A PURGING ELECTION, AND THE MTM ELECTION ARE VERY COMPLEX AND ARE AFFECTED BY VARIOUS FACTORS IN ADDITION TO THOSE DESCRIBED ABOVE. ACCORDINGLY, A U.S. HOLDER OF CSTA ORDINARY SHARES IS URGED TO CONSULT ITS TAX ADVISOR CONCERNING THE APPLICATION OF THE PFIC RULES TO SUCH SECURITIES UNDER SUCH HOLDER’S PARTICULAR CIRCUMSTANCES.

Effects of Section 367(b) of the Code to U.S. Holders of CSTA Ordinary Shares

In addition to the PFIC rules discussed above, Section 367 of the Code applies to certain non- recognition transactions involving foreign corporations, including a domestication of a foreign corporation in a reorganization within the meaning of Section 368(a)(1)(F) of the Code, such as the Initial Merger. Subject to the discussion above under the section entitled “— PFIC Considerations,” Section 367 of the Code imposes U.S. federal income tax on certain United States persons in connection with transactions that would otherwise be tax-free. Section 367(b) of the Code generally will apply to U.S. Holders of CSTA Ordinary Shares on the date of the Initial Merger. Because the Initial Merger will occur following the redemption of U.S. Holders that exercise their redemption right with respect to CSTA Ordinary Shares, U.S. Holders exercising such redemption right should not be subject to the potential tax consequences of Section 367(b) of the Code as a result of the Initial Merger.

U.S. Holders Who Own 10 Percent or More of the Voting Power or Value of CSTA

A U.S. Holder who beneficially owns (directly, indirectly or constructively) 10% or more of the total combined voting power of all classes of CSTA Ordinary Shares entitled to vote or 10% or more of the total value of all classes of CSTA Ordinary Shares (a “10% U.S. Shareholder”) must include in income as a dividend the “all earnings and profits amount” (as defined in Treasury Regulation Section 1.367(b)-2(d)) attributable to the CSTA Ordinary Shares it directly owns within the meaning of Treasury Regulations under Section 367(b) of the Code. A U.S. Holder’s ownership of CSTA Warrants will be taken into account in determining whether such U.S. Holder owns 10% or more of the total combined voting power of all classes of CSTA Ordinary Shares or 10% or more of the total value of all classes of CSTA Ordinary Shares. Complex attribution rules apply in determining whether a U.S. Holder owns 10% or more of the total combined voting power of all classes of CSTA Ordinary Shares entitled to vote or 10% or more of the total value of all classes of CSTA Ordinary Shares and all U.S. Holders are urged to consult their tax advisors with respect to these attribution rules.

A 10% U.S. Shareholder’s “all earnings and profits amount” with respect to its CSTA Ordinary Shares is the net positive earnings and profits of CSTA attributable to its CSTA Ordinary Shares (as determined under Treasury Regulation Section 1.367(b)-2) but without regard to any gain that would be realized on a sale or exchange of such CSTA Ordinary Shares. Treasury Regulations under Section 367 provide that the “all earnings and profits amount” attributable to a shareholder’s stock is determined according to the principles of Section 1248 of the Code. In general, Section 1248 of the Code and the Treasury Regulations thereunder provide that the amount of earnings and profits attributable to a block of stock (as defined in Treasury Regulations under Section 1248 of the Code) in a foreign corporation is the ratably allocated portion of the foreign corporation’s earnings and profits generated during the period the shareholder held the block of stock.

CSTA does not expect to have significant cumulative net earnings and profits on the date of the Initial Merger. If CSTA does not have positive cumulative net earnings and profits through the date of the Initial Merger, then a 10% U.S. Shareholder should not be required to include in gross income an “all earnings and profits amount” with respect to its CSTA Ordinary Shares. However, the determination of earnings and profits is a complex determination and may

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be impacted by numerous factors. It is possible that the amount of CSTA’s cumulative net earnings and profits could be positive through the date of the Initial Merger, in which case a 10% U.S. Shareholder would be required to include its “all earnings and profits amount” in income as a deemed dividend under Treasury Regulation Section 1.367(b)-3 as a result of the Initial Merger. Any such U.S. Holder that is a corporation may, under certain circumstances, effectively be exempt from taxation on a portion or all of the deemed dividend pursuant to Section 245A of the Code.

U.S. Holders Whose CSTA Ordinary Shares Have a Fair Market Value of $50,000 or More And Who Own Less Than 10 Percent of the Voting Power of CSTA and Less than 10 percent of the Total Value of CSTA

A U.S. Holder whose CSTA Ordinary Shares have a fair market value of $50,000 or more on the date of Initial Merger and who beneficially owns (directly, indirectly or constructively) less than 10% of the total combined voting power of all classes of CSTA Ordinary Shares entitled to vote and less than 10% of the total value of all classes of CSTA Ordinary Shares will recognize gain (but not loss) with respect to the Initial Merger unless such U.S. Holder elects to recognize the “all earnings and profits” amount attributable to such U.S. Holder as described below.

Unless such a U.S. Holder makes the “all earnings and profits” election as described below, such U.S. Holder generally must recognize gain (but not loss) with respect to the US Elemental Common Stock received in the Initial Merger in an amount equal to the excess of the fair market value of the US Elemental Common Stock received over the U.S. Holder’s adjusted tax basis in the CSTA Ordinary Shares deemed surrendered in the Initial Merger. Shareholders who hold different blocks of CSTA Ordinary Shares (generally, shares of CSTA purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

As an alternative to recognizing any gain as described in the preceding paragraph, such a U.S. Holder may elect to include in income as a deemed dividend the “all earnings and profits amount” attributable to its CSTA Ordinary Shares under Section 367(b) of the Code. There are, however, a number of specific conditions for making this election. This election must comply with applicable Treasury Regulations and generally must include, among other things:

(i) a statement that the Initial Merger is a Section 367(b) exchange;

(ii) a complete description of the Initial Merger;

(iii) a description of any stock, securities or other consideration transferred or received in the Initial Merger;

(iv) a statement describing the amounts required to be taken into account for U.S. federal income tax purposes;

(v) a statement that the U.S. Holder is making the election and that includes (A) a copy of the information that the U.S. Holder received from CSTA (or US Elemental) establishing and substantiating the “all earnings and profits amount” with respect to the U.S. Holder’s CSTA Ordinary Shares, and (B) a representation that the U.S. Holder has notified CSTA (or US Elemental) that the U.S. Holder is making the election; and

(vi) certain other information required to be furnished with the U.S. Holder’s tax return or otherwise furnished pursuant to the Code or the Treasury Regulations thereunder.

In addition, the election must be attached by an electing U.S. Holder to such U.S. Holder’s timely filed U.S. federal income tax return for the taxable year in which the Initial Merger occurs, and the U.S. Holder must send notice of making the election to CSTA or US Elemental no later than the date such tax return is filed. In connection with this election, CSTA may in its discretion provide each U.S. Holder eligible to make such an election with information regarding CSTA’s earnings and profits upon written request.

CSTA does not expect to have significant cumulative earnings and profits through the date of the Initial Merger. If that proves to be the case, U.S. Holders who make this election generally should not have a significant income inclusion under Section 367(b) of the Code provided that the U.S. Holder properly executes the election and complies with the applicable notice requirements. However, as noted above, if it were determined that CSTA has positive cumulative earnings and profits through the date of the Initial Merger, a U.S. Holder that makes the election described herein could have an “all earnings and profits amount” with respect to its CSTA Ordinary Shares, and thus could be required to include that amount in income as a deemed dividend under Treasury Regulation Section 1.367(b)-3(b)(3) as a result of the Initial Merger.

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U.S. HOLDERS ARE STRONGLY URGED TO CONSULT A TAX ADVISOR REGARDING THE CONSEQUENCES OF MAKING AN ELECTION AND THE APPROPRIATE FILING REQUIREMENTS WITH RESPECT TO AN ELECTION.

U.S. Holders Whose CSTA Ordinary Shares Have a Fair Market Value of Less Than $50,000 And Who Own Less Than 10 Percent of the Voting Power of CSTA and Less than 10% of the Total Value of CSTA

A U.S. Holder whose CSTA Ordinary Shares have a fair market value of less than $50,000 on the date of Initial Merger, and who on the date of the Initial Merger owns (actually and constructively) less than 10% of the total combined voting power of all classes of CSTA Ordinary Shares entitled to vote and less than 10% of the total value of all classes of CSTA Ordinary Shares, should not be required to recognize any gain or loss under Section 367 of the Code in connection with the Initial Merger and generally should not be required to include any part of the “all earnings and profits amount” in income.

U.S. Holders of CSTA Warrants

Subject to the considerations described above under the section entitled “— Effects of Section 367(b) of the Code to U.S. Holders of CSTA Ordinary Shares — U.S. Holders Who Own 10 Percent or More of the Voting Power or Value of CSTA” relating to a U.S. Holder’s ownership of CSTA Warrants being taken into account in determining whether such U.S. Holder is a 10% U.S. Shareholder for purposes of Section 367(b) of the Code and the considerations described below under the section entitled “— PFIC Considerations” relating to the PFIC rules, a U.S. Holder of CSTA Warrants should not be subject to U.S. federal income tax with respect to the exchange of CSTA Warrants for US Elemental Warrants in the Initial Merger.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE EFFECT OF SECTION 367 OF THE CODE TO THEIR PARTICULAR CIRCUMSTANCES.

Non-U.S. Holders

In the case of a transaction, such as the Initial Merger, that qualifies as a reorganization within the meaning of Section 368(a)(1)(F) of the Code, a Non-U.S. Holder will not recognize gain or loss upon the exchange of its CSTA Securities solely for US Elemental Securities pursuant to the Initial Merger. Non-U.S. Holders will own stock and warrants of a U.S. corporation, i.e., US Elemental, rather than a non-U.S. corporation, i.e., CSTA, after the Initial Merger.

Tax Consequences to U.S. Holders That Elect to Exercise Redemption Rights

U.S. Holders

This section is addressed to U.S. Holders of CSTA Ordinary Shares (which will be exchanged for US Elemental Common Stock in the Initial Merger) that elect to exercise their redemption right to receive cash in exchange for CSTA Ordinary Shares and is subject in its entirety to the discussion of the Initial Merger, the “passive foreign investment company,” or “PFIC,” rules and Section 367 of the Code as discussed above under the section titled “— Tax Consequences of the Initial Merger to Holders of CSTA Securities — U.S. Holders.” For purposes of this discussion, a “Converting U.S. Holder” is a U.S. Holder that elects to exercise their redemption right in respect of all or a portion of its CSTA Ordinary Shares.

The U.S. federal income tax consequences to a U.S. Holder of CSTA Ordinary Shares that exercises their redemption right to receive cash in exchange for all or a portion of its CSTA Ordinary Shares will depend on whether the redemption qualifies as a sale of shares under Section 302 of the Code or is treated as a distribution under Section 301 of the Code with respect to the Converting U.S. Holder. If the redemption qualifies as a sale of such U.S. Holder’s CSTA Ordinary Shares, such U.S. Holder generally will recognize capital gain or capital loss equal to the difference, if any, between the amount of cash received and such U.S. Holder’s tax basis in the shares redeemed. This gain or loss generally should be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the redemption. The deductibility of capital losses is subject to limitations. Shareholders who hold different blocks of shares (generally, CSTA Ordinary Shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

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The redemption of CSTA Ordinary Shares generally will qualify as a sale of shares if such redemption (i) is “substantially disproportionate,” (ii) results in a “complete termination” of such U.S. Holder’s interest in CSTA or (iii) is “not essentially equivalent to a dividend” with respect to the Converting U.S. Holder. For purposes of such tests with respect to a Converting U.S. Holder, that Converting U.S. Holder may be deemed to own not only shares actually owned, but also constructively owned, which in some cases may include shares such Converting U.S. Holder may acquire pursuant to options (generally including CSTA Warrants) and shares owned by certain family members, certain estates and trusts of which the Converting U.S. Holder is a beneficiary and certain corporations and partnerships.

Generally, the redemption will be “substantially disproportionate” with respect to the Converting U.S. Holder if (i) the Converting U.S. Holder’s percentage ownership (including constructive ownership) of the outstanding voting shares (including all classes that carry voting rights) of CSTA is reduced immediately after the redemption to less than 80% of the Converting U.S. Holder’s percentage interest (including constructive ownership) in such shares immediately before the redemption; (ii) the Converting U.S. Holder’s percentage ownership (including constructive ownership) of the outstanding CSTA Ordinary Shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership (including constructive ownership) immediately before the redemption; and (iii) the Converting U.S. Holder owns (including constructive ownership), immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of CSTA entitled to vote. There will be a complete termination of such U.S. Holder’s interest if either (i) all of the CSTA Ordinary Shares actually and constructively owned by such U.S. Holder are redeemed or (ii) all of the CSTA Ordinary Shares actually owned by such U.S. Holder are redeemed and such U.S. Holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of CSTA Ordinary Shares owned by certain family members and such U.S. Holder does not constructively own any other CSTA Ordinary Shares and otherwise complies with specific conditions. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Converting U.S. Holder will depend upon the particular circumstances of that U.S. Holder. However, the redemption generally must result in a meaningful reduction in the Converting U.S. Holder’s actual or constructive percentage ownership of CSTA. Whether the redemption will result in a “meaningful reduction” in such U.S. Holder’s proportionate interest will depend on the particular facts and circumstances applicable to it. If the U.S. Holder’s relative interest in the corporation is a small minority interest and the U.S. Holder exercises no control over corporate affairs, taking into account the effect of redemptions by other shareholders, and its percentage ownership (including constructive ownership) is reduced as a result of the redemption, such U.S. Holder may be regarded as having a meaningful reduction in its interest pursuant to a published ruling in which the IRS indicated that even a small reduction in the proportionate interest of a small minority shareholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. Holder is urged to consult with its tax advisors as to the tax consequences to it of any redemption of its CSTA Ordinary Shares.

If none of the tests described above applies, and subject to the PFIC rules discussed above, the consideration paid to the Converting U.S. Holder generally will be treated as dividend income for U.S. federal income tax purposes to the extent of CSTA’s current or accumulated earnings and profits. Any distribution in excess of such earnings and profits will reduce the Converting U.S. Holder’s basis in its CSTA Ordinary Shares (but not below zero) and any remaining excess will be treated as capital gain realized on the sale or other disposition of CSTA Ordinary Shares. Shareholders who hold different blocks of CSTA Ordinary Shares (generally, shares of CSTA purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

ALL U.S. HOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE TAX CONSEQUENCES TO THEM OF A REDEMPTION OF ALL OR A PORTION OF THEIR COMPANY SHARES PURSUANT TO AN EXERCISE OF REDEMPTION RIGHTS.

Tax Consequences to Non-U.S. Holders of Owning and Disposing of US Elemental Securities

Distributions on US Elemental Common Stock

Distributions of cash or property to a Non-U.S. Holder in respect of US Elemental Common Stock (other than certain distributions of US Elemental stock or rights to acquire US Elemental stock) received in the Initial Merger generally will constitute dividends for U.S. federal income tax purposes to the extent paid from US Elemental’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distribution exceeds

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US Elemental’s current and accumulated earnings and profits, the excess generally will be treated first as a tax-free return of capital to the extent of the Non-U.S. Holder’s adjusted tax basis in US Elemental Common Stock. Any remaining excess will be treated as capital gain and will be treated as described below under “— Taxable Disposition of US Elemental Securities.”

Dividends paid to a Non-U.S. Holder of US Elemental Common Stock generally will be subject to withholding of U.S. federal income tax at a 30% rate, unless such Non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate as described below. However, dividends that are effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, if required by an applicable income tax treaty, are attributable to a U.S. permanent establishment or fixed base of the Non-U.S. Holder) are not subject to such withholding tax, provided certain certification and disclosure requirements are satisfied (generally by providing an IRS Form W-8ECI). Instead, such dividends are subject to United States federal income tax on a net income basis in the same manner as if the Non-U.S. Holder were a United States person as defined under the Code. Any such effectively connected dividends received by a foreign corporation may be subject to an additional “branch profits tax” at a 30% rate or such lower rate as may be specified by an applicable income tax treaty.

A Non-U.S. Holder of US Elemental Common Stock who wishes to claim the benefit of an applicable treaty rate and avoid backup withholding, as discussed below, for dividends will be required (a) to complete the applicable IRS Form W-8 and certify under penalty of perjury that such holder is not a United States person as defined under the Code and is eligible for treaty benefits or (b) if US Elemental Common Stock are held through certain foreign intermediaries, to satisfy the relevant certification requirements of applicable United States Treasury Regulations. Special certification and other requirements apply to certain Non-U.S. Holders that are pass-through entities rather than corporations or individuals.

A Non-U.S. Holder of US Elemental Common Stock eligible for a reduced rate of U.S. withholding tax pursuant to an income tax treaty may obtain a refund of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS. Non-U.S. Holders are urged to consult their tax advisors regarding their entitlement to the benefits under any applicable income tax treaty.

Taxable Disposition of US Elemental Securities

Subject to the discussion of backup withholding and FATCA below, any gain realized by a Non-U.S. Holder on the taxable disposition of US Elemental Common Stock or US Elemental Warrants generally will not be subject to U.S. federal income tax unless:

• the gain is effectively connected with a trade or business of the Non-U.S. Holder in the United States (and, if required by an applicable income tax treaty, is attributable to a United States permanent establishment or fixed base of the Non-U.S. Holder);

• the Non-U.S. Holder is an individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition, and certain other conditions are met; or

• US Elemental is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the Non-U.S. Holder’s holding period for such securities disposed of.

A non-corporate Non-U.S. Holder described in the first bullet point immediately above will be subject to tax on the net gain derived from the sale under regular graduated U.S. federal income tax rates. An individual Non-U.S. Holder described in the second bullet point immediately above will be subject to a flat 30% tax on the gain derived from the sale, which may be offset by certain United States source capital losses, even though the individual is not considered a resident of the United States, provided that the individual has timely filed U.S. federal income tax returns with respect to such losses. If a Non-U.S. Holder that is a foreign corporation falls under the first bullet point immediately above, it will be subject to tax on its net gain in the same manner as if it were a United States person as defined under the Code and, in addition, may be subject to the branch profits tax equal to 30% (or such lower rate as may be specified by an applicable income tax treaty) of its effectively connected earnings and profits, subject to adjustments.

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With respect to the last bullet point immediately above, in general, a corporation is a “U.S. real property holding corporation” if the fair market value of its “United States real property interests” equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests and its other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. US Elemental expects to be classified, and remain for the foreseeable future, as a “U.S. real property holding corporation” following the Business Combination. Gain recognized by a Non-U.S. Holder on the sale, exchange or other disposition of US Elemental Common Stock or US Elemental Warrants generally will be subject to tax at generally applicable U.S. federal income tax rates. However, as long as US Elemental Common Stock continues to be “regularly traded on an established securities market,” a Non-U.S. Holder will be taxable on gain recognized on the disposition of US Elemental Common Stock only if the Non-U.S. Holder has owned or is deemed to have owned, at any time during the shorter of the five-year period preceding such disposition and such Non-U.S. Holder’s holding period, more than 5% of outstanding US Elemental Common Stock. There can be no assurance that US Elemental Common Stock will be treated as regularly traded on an established securities market for this purpose. If US Elemental Stock is not considered to be regularly traded on an established securities market, all Non-U.S. Holders would be subject to U.S. federal income tax on a disposition of US Elemental Common Stock or US Elemental Warrants. In addition, a buyer of such US Elemental Common Stock or US Elemental Warrants from a Non-U.S. Holder may be required to withhold U.S. income tax, currently at a rate of 15%, of the amount realized upon such disposition.

Information Reporting and Backup Withholding

US Elemental generally must report annually to the IRS and to each Non-U.S. Holder the amount of dividends paid to such holder and the tax withheld with respect to such dividends, regardless of whether withholding was required. Copies of the information returns reporting such dividends and withholding may also be made available to the tax authorities in the country in which the Non-U.S. Holder resides under the provisions of an applicable income tax treaty.

A Non-U.S. Holder generally will be subject to backup withholding for dividends paid to such holder unless such holder certifies under penalty of perjury that it is a Non-U.S. Holder (and the payor does not have actual knowledge or reason to know that such holder is a United States person as defined under the Code), or such holder otherwise establishes an exemption.

Information reporting and, depending on the circumstances, backup withholding generally will apply to the proceeds of a sale of US Elemental Common Stock within the United States or conducted through certain United States-related financial intermediaries, unless the beneficial owner certifies under penalty of perjury that it is a Non-U.S. Holder (and the payor does not have actual knowledge or reason to know that the beneficial owner is a United States person as defined under the Code), or such owner otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to the IRS.

Foreign Account Tax Compliance Act

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, securities (including US Elemental Securities) which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (i) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (ii) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which US Elemental Common Stock and US Elemental Warrants are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of, and (subject to the proposed Treasury Regulations discussed below) gross proceeds from the sale or other disposition of, US Elemental Common Stock and US Elemental Warrants held by an investor that is a non-financial non-U.S. entity that

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does not qualify under certain exceptions generally will be subject to withholding at a rate of 30%, unless such entity either (i) certifies to the applicable withholding agent that such entity does not have any “substantial United States owners” or (ii) provides certain information regarding the entity’s “substantial United States owners”, which will in turn be provided to the U.S. Department of Treasury.

Under the applicable Treasury Regulations and administrative guidance, withholding under FATCA generally applies to payments of dividends in respect of US Elemental Common Stock. While withholding under FATCA generally would also apply to payments of gross proceeds from the sale or other disposition of securities (including US Elemental Securities), proposed Treasury Regulations eliminate FATCA withholding on payments of gross proceeds entirely. Taxpayers generally may rely on these proposed Treasury Regulations until final Treasury Regulations are issued. All holders should consult their tax advisors regarding the possible implications of FATCA on their investment in US Elemental Securities.

HOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE EFFECTS OF FATCA ON THEIR OWNERSHIP AND DISPOSITION OF US ELEMENTAL SECURITIES.

Consequences if the Business Combination Proposal is Not Approved

This Proposal is not conditioned on the approval of the Adjournment Proposal. Unless this Proposal and the Merger Proposal are approved, the Business Combination will not occur.

Vote Required for Approval

The approval of the Business Combination Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote “FOR” this Proposal of at least a majority of the votes cast by the holders of the issued and outstanding CSTA Ordinary Shares present in person or represented by proxy at the extraordinary general meeting and entitled to vote on such matter, at which a quorum is present. Failure to vote by proxy or to vote in person at the extraordinary general meeting (which would include presence by virtual attendance at the extraordinary general meeting) or an abstention from voting will have the same effect as a vote “AGAINST” the Business Combination Proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as an ordinary resolution, that CSTA’s entry into the Business Combination Agreement, dated as of April 9, 2026, attached to the Proxy Statement/Prospectus as Annex A (the “Business Combination Agreement”), pursuant to which and among other things, on the terms and subject to the conditions set forth in the Business Combination Agreement, the parties will complete the Business Combination (as such term is defined in the Proxy Statement/Prospectus) described in the Proxy Statement/Prospectus, be approved, ratified and confirmed in all respects.”

Recommendation of the CSTA Board

THE CSTA BOARD UNANIMOUSLY RECOMMENDS THAT CONSTELLATION SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION PROPOSAL.

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THE MERGER PROPOSAL

Overview

Subject to the satisfaction or waiver of all of the conditions set forth in the Business Combination Agreement, at the Closing, CSTA and Merger Sub 1 shall execute the Plan of Initial Merger annexed to the Business Combination Agreement and attached to this proxy statement/prospectus/consent solicitation statement as Annex B (“Plan of Initial Merger”). In accordance with the Plan of Initial Merger and the Business Combination Agreement, (i) CSTA will merge with and into Merger Sub 1 (the “Merger”), (ii) the separate corporate existence of CSTA will cease and Merger Sub 1 will be the surviving corporation of the Merger and (iii) CSTA and Merger Sub 1 shall cause (a) a certificate of merger to be executed and filed with the Secretary of State of the State of Delaware in accordance with the applicable provisions of the DGCL and (b) the Plan of Initial Merger and other documents as required to effect the Merger pursuant to the Cayman Islands Companies Act (As Revised) to be filed with the Registrar of Companies of the Cayman Islands as provided in the applicable provisions of the Cayman Islands Companies Act (As Revised). At the Effective Time, by virtue of the Merger (i) the Share Exchange will be effectuated, (ii) US Elemental will assume the CSTA Warrants and (iii) the certificate of incorporation and bylaws of PubCo in effect immediately prior to the Effective Time will be the certificate of incorporation and bylaws of the surviving corporation of the Merger.

Consequences if the Merger Proposal is Not Approved

If the Merger Proposal is presented to the extraordinary general meeting and is not approved by the CSTA Shareholders, the Business Combination would not be completed.

Vote Required for Approval

The approval of the Merger Proposal will require a special resolution under Cayman Islands law, being the affirmative vote of the holders of a majority of at least two-thirds of CSTA Ordinary Shares who, being present and entitled to vote at the extraordinary general meeting, vote at the extraordinary general meeting. Abstentions and broker non-votes will have no effect on the Merger Proposal.

Resolution to be Voted Upon

The full text of the resolution to be proposed is as follows:

“RESOLVED, as a special resolution, that the Plan of Initial Merger (as attached to the Proxy Statement/Prospectus as Annex B) be authorised, approved and confirmed in all respects, that CSTA be and is hereby authorised to enter into the Plan of Initial Merger, and that the merger of CSTA with and into CAC Merger Sub I LLC with CAC Merger Sub I LLC surviving the merger be authorised, approved and confirmed in all respects.”

Recommendation of the CSTA Board

THE CSTA BOARD UNANIMOUSLY RECOMMENDS THAT CONSTELLATION SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.

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THE ADJOURNMENT PROPOSAL

Overview

The Adjournment Proposal asks shareholders to approve the adjournment of the extraordinary general meeting to a later date or dates or indefinitely if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are insufficient votes to approve the Business Combination Proposal or (ii) where the CSTA Board has determined it is otherwise necessary.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is presented to the extraordinary general meeting and is not approved by the CSTA Shareholders, the CSTA Board may not be able to adjourn the extraordinary general meeting to a later date (i) in the event that, based on the tabulated votes, there are not sufficient votes at the time of the extraordinary general meeting to approve the Business Combination Proposal, in which event, the Business Combination would not be completed, and (ii) in the event that adjourning the extraordinary general meeting to a later date would allow for additional time for arrangements that would increase the likelihood of the Closing, in which event the likelihood of the Closing would be decreased.

Vote Required for Approval

The approval of the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote of at least a majority of the votes cast by the holders of the issued Ordinary Shares, voting as a single class, who are present in person or represented by proxy and entitled to vote thereon, and who vote thereon, at the extraordinary general meeting. Abstentions, and broker non-votes will be considered present for the purposes of establishing a quorum but, as a matter of Cayman Islands law, will not constitute votes cast at the extraordinary general meeting and therefore will have no effect on the approval of the Adjournment Proposal.

As of the date of this proxy statement, the Sponsor intends to vote any CSTA Ordinary Shares owned by it in favor of the Adjournment Proposal. As of the date hereof, the Sponsor owns approximately 97.7% of the issued and outstanding CSTA Ordinary Shares and has not purchased any CSTA Public Shares but may do so at any time. As a result, in addition to the Sponsor, no additional CSTA Ordinary Shares held by public shareholders would be required to approve the Adjournment Proposal.

Resolution

The full text of the resolution to be voted upon is as follows:

“RESOLVED, as an ordinary resolution, that the adjournment of the extraordinary general meeting to a later date or dates or indefinitely if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the extraordinary general meeting, there are insufficient CSTA Class A Ordinary Shares and CSTA Class B Ordinary Shares (as each such term is defined in the Proxy Statement/Prospectus) in the capital of CSTA represented (either in person or by proxy) at the extraordinary general meeting to approve the Business Combination Proposal, or (ii) where the CSTA board of directors has determined it is otherwise necessary.”

Recommendation of the CSTA Board

THE CSTA BOARD UNANIMOUSLY RECOMMENDS THAT CONSTELLATION SHAREHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT CSTA

References in this section to “we,” “our,” or “us” refer to Constellation Acquisition Corp I.

Introduction

We are a blank check company incorporated in the Cayman Islands and formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this section as our Business Combination. We intend to seek a business combination with a target that is at the forefront of change in one of several rapidly changing segments of the global economy. We intend to effectuate our Business Combination using cash derived from the proceeds of the IPO and the sale of the private placement warrants, our shares, debt or a combination of cash, shares and debt.

We, led by Chandra R. Patel, are on the mission of supporting a target that is focused on bringing change to a rapidly changing segment of the global economy by sharing our expertise and multi-disciplinary, complementary know-how across a variety of industries and geographies. We believe that the businesses with the greatest propensity for long-term value creation seek partners who are themselves proven value builders and have demonstrated success in ushering companies from private to public operating environments.

Company History

On November 23, 2020, one of our officers purchased an aggregate of 8,625,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On December 23, 2020, the Founder Shares were assigned to our Old Sponsor, and subsequently transferred to the Sponsor in the sponsor handover (as defined below), for the same purchase price that was initially paid by one of our officers. The Founder Shares will automatically convert into CSTA Class A Ordinary Share, on a one-for-one basis, upon the completion of the Business Combination. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the issued and outstanding ordinary shares upon completion of the IPO.

On January 29, 2021, we completed our IPO of 31,000,000 units at a price of $10.00 per unit, generating gross proceeds of $310,000,000. Each unit consists of one Class A ordinary share and one-third of one public warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments.

Substantially concurrently with the completion of the IPO, our Old Sponsor purchased an aggregate of 5,466,667 private placement warrants at a price of $1.50 per warrant, or $8,200,000 in the aggregate, which are now owned by our Sponsor as part of the sponsor handover. A total of $310,000,000, comprised of $303,800,000 of the proceeds from the IPO, including $10,850,000 of the underwriters’ deferred discount, and $6,200,000 of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. On March 18, 2021, we announced that, commencing March 19, 2021, holders of the 31,000,000 units sold in the IPO may elect to separately trade the CSTA Class A Ordinary Shares and the public warrants included in the units. Those units not separated continue to trade on the OTCID Basic Market under the symbol “CSTUF” and the CSTA Class A Ordinary Shares and CSTA Warrants that were separated trade under the symbols “CSTAF” and “CSTWF”, also on the OTCID Basic Market.

On January 27, 2023, we held an extraordinary general meeting of shareholders (the “2023 Shareholder Meeting”) to amend the CSTA Organizational Documents to extend the date by which we have to consummate a Business Combination from January 29, 2023 to April 29, 2023 and to allow us, without another shareholder vote, to elect to extend such date on a monthly basis for up to nine times by an additional one month each time by resolution of our board of directors (the “Board” or the “board of directors”) if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months, unless the closing of the Business Combination shall have occurred prior to such date. Our shareholders approved the proposal at the 2023 Shareholder Meeting, and on January 31, 2023 we filed the 2023 Articles Amendment with the Registrar of Companies of the Cayman Islands.

In connection with the 2023 Shareholder Meeting, the holders of 26,506,157 CSTA Class A Ordinary Shares properly exercised their right to redeem such shares for a price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of such redemptions, the balance in the

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Trust Account was approximately $46,138,503. On February 13, 2023, a total of $46,600,678.12 (the remaining trust balance), was placed in a U.S.-based trust account at Citibank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

In connection with the closing of the transactions contemplated by the Investment Agreement, on January 26, 2023, the Old Sponsor underwent a reorganization pursuant to which the limited partners of the Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, the Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of the Old Sponsor (the second to last partner of the Sponsor) and all securities held by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital (such transactions, the “sponsor handover”).

On January 29, 2024, we held an extraordinary general meeting of shareholders (the “2024 Shareholder Meeting”) (A) to amend, by way of special resolution, the CSTA Organizational Documents to extend the Termination Date from January 29, 2024 to February 29, 2024 and to allow us, without another shareholder vote, to elect to extend such date on a monthly basis for up to eleven times by an additional one month each time, by resolution of the directors, if requested by the Sponsor, and upon five days’ advance notice prior to the Termination Date, until January 29, 2025, or a total of up to twelve months, unless the closing of a Business Combination shall have occurred prior thereto; and (B) to amend, by way of special resolution, the CSTA Organizational Documents to eliminate from the CSTA Organizational Documents the limitation that we may not redeem CSTA Class A Ordinary Shares to the extent that such redemption would result in us having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 (the “Redemption Limitation”) in order to allow us to redeem CSTA Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. Our shareholders approved both proposals at the 2024 Shareholder Meeting and, on January 30, 2024, we filed an amendment to the CSTA Organizational Documents to effectuate the foregoing with the Registrar of Companies of the Cayman Islands.

In connection with that vote to approve the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal Shareholder Meeting, the holders of 2,126,159 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for an aggregate price of approximately $11.13 per share, for an aggregate redemption amount of approximately $23,671,533. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $26,415,545.

On January 30, 2024, the Sponsor converted 7,600,000 CSTA Class B Ordinary Shares into CSTA Class A Ordinary Shares on a one-for-one basis. The Sponsor waived any right to receive funds from the Trust Account with respect to the CSTA Class A Ordinary Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original CSTA Class B Ordinary Shares under the terms of the letter agreement.

On January 27, 2025, we held an extraordinary general meeting of shareholders (the “2025 Shareholder Meeting”) (A) to amend, by way of special resolution, the CSTA Organizational Documents to extend the Termination Date from January 29, 2025 to February 28, 2025 and to allow the Company, without another shareholder vote, to elect to extend such date on a monthly basis for up to eleven times by an additional one month each time, by resolution of our board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the Termination Date, until January 29, 2026, or a total of up to twelve months, unless the closing of a business combination shall have occurred prior thereto; (B) to amend, by way of special resolution, the CSTA Organizational Documents to permit for the issuance of CSTA Class A Ordinary Shares to holders of CSTA Class B Ordinary Shares, upon the exercise of the right of a holder of the CSTA Class B Ordinary Shares to convert such holder’s CSTA Class B Ordinary Shares into CSTA Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder. Our shareholders approved both proposals at the 2025 Shareholder Meeting and, on January 28, 2025, we filed an amendment to the CSTA Organizational Documents to effectuate the foregoing with the Registrar of Companies of the Cayman Islands.

In connection with the 2025 Shareholder Meeting, the holders of 2,303,382 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for a price of approximately $11.91 per share, for an aggregate redemption amount of approximately $27,428,399. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $778,970.65.

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On January 27, 2026, we held an extraordinary general meeting of shareholders (the “2026 Shareholder Meeting”) to amend, by way of special resolution, the CSTA Organizational Documents to extend the Termination Date from January 29, 2026 to February 28, 2026 and to allow us, without another shareholder vote, to elect to extend such date on a monthly basis for up to eleven times by an additional one month each time, by resolution of our board of directors, if requested by the Sponsor, and upon five days’ advance notice prior to the Termination Date, until January 29, 2027, or a total of up to twelve months, unless the closing of a Business Combination shall have occurred prior thereto. Our shareholders approved the proposal at the 2026 Shareholder Meeting and, on January 28, 2026, we filed an amendment to the CSTA Organizational Documents to effectuate the foregoing with the Registrar of Companies of the Cayman Islands.

In connection with the 2026 Shareholder Meeting, the holders of 17,773 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for a price of approximately $13.39 per share, for an aggregate redemption amount of approximately $238,039. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $628,176. Following such redemptions, there were 7,646,529 CSTA Class A Ordinary Shares outstanding, of which 46,529 are held by CSTA Public Shareholders.

On January 16, 2024, CSTA voluntarily delisted its CSTA Class A Ordinary Shares, CSTA Warrants and CSTA Units (together with the CSTA Ordinary Shares and the CSTA Warrants, the “Securities”), from the New York Stock Exchange and began trading its Securities on the over-the-counter market. The CSTA Class A Ordinary Shares are currently quoted on the OTCID under the trading symbol “CSTAF,” the CSTA Warrants are currently quoted on OTCID under the trading symbol “CSTWF”, and the CSTA Units are currently quoted on the OTCID under the trading symbol “CSTUF.”

Business Combination

The CSTA Organizational Documents require that our Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board is not able to independently determine the fair market value of the target business or businesses or we are considering a Business Combination with an affiliated entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely on such opinion.

While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, our board may be unable to do so if our board is less familiar or experienced with the target company’s business, there is a significant amount of uncertainty as to the value of the company’s assets or prospects, including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

We currently anticipate structuring our Business Combination so that the post-Business Combination company in which CSTA Public Shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our Business Combination such that the post-Business Combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, as described above, but we will only complete such Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-Business Combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the Business Combination may collectively own a minority interest in the post-Business Combination company,

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depending on valuations ascribed to the target and us in the Business Combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to the completion of our Business Combination could own less than a majority of our issued and outstanding shares subsequent to our Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-Business Combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the Business Combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the Business Combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

Members of our board directly or indirectly own Founder Shares and private placement warrants and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers or directors were to be included by a target business as a condition to any agreement with respect to our Business Combination.

In addition, certain of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation, investment funds, accounts and co-investment vehicles. Accordingly, subject to their fiduciary duties under Cayman Islands law, if any of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which they have then current fiduciary or contractual obligations, they will need to honor their fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects the opportunity. The CSTA Organizational Documents provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our Business Combination.

In addition, our founders, officers and directors, are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. Moreover, our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment funds, accounts and co-investment vehicles.

Corporate Information

Our executive offices are located at 1290 Avenue of the Americas, 10th Floor New York, NY, 10104. Our website is www.constellationacquisition.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy statement/prospectus.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Cayman Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and,

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in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the IPO, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of CSTA Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of CSTA Class A Ordinary Shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30, or (2) our annual revenues equaled or exceeded $100 million during the most recently completed fiscal year and the market value of CSTA Class A Ordinary Shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

Effecting Our Business Combination

General

We intend to effectuate our Business Combination using cash from the proceeds of the IPO, the sale of the private placement warrants, our equity, debt or a combination of these as the consideration to be paid in our Business Combination. We may seek to complete our Business Combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our Business Combination is paid for using equity or debt, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our Business Combination or used for redemptions of CSTA Class A Ordinary Shares, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-Business Combination company, the payment of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies or for working capital.

Although our team will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

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We may need to obtain additional financing to complete our Business Combination, either because the transaction requires more cash than is available from the proceeds held in the Trust Account, or because we become obligated to redeem a significant number of CSTA Public Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination. There are no prohibitions on our ability to issue securities or incur debt in connection with our Business Combination.

We are not currently a party to any arrangement or understanding with any third-party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

Sources of Target Businesses

Our process of identifying acquisition targets will leverage our team’s unique industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should provide us with a number of Business Combination opportunities. We expect that the collective experience, capability and network of our founders, directors and officers, combined with their individual and collective reputations in the investment community, will help to create prospective Business Combination opportunities.

In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read our filings with the SEC and know what types of businesses we are pursuing. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

We may engage professional firms or other individuals that specialize in business acquisitions, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our team determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our team determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. In no event, however, will our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our Business Combination (regardless of the type of transaction that it is). None of our Sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation, finder’s fees or consulting fees from a prospective Business Combination target in connection with a contemplated acquisition of such target by us. We have agreed to pay our Sponsor a total of up to $10,000 per month for office space, secretarial and administrative support and other obligations of our Sponsor and to reimburse our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing a Business Combination. Some of our officers and directors may enter into employment or consulting agreements with the post-Business Combination company following our Business Combination.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including any future special purpose acquisition companies we expect they may be involved in and entities that are affiliates of our Sponsor, pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entity. Accordingly, if any of our officers or

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directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. All of our executive officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us. In addition, we may pursue an acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our Business Combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. The CSTA Organizational Documents provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our Business Combination. See “Conflicts of Interest” below.

Evaluation of a Target Business and Structuring of Our Business Combination

In evaluating a prospective target business, we conduct a thorough due diligence review which encompasses, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, market analysis, as well as a review of financial, operational, legal and other information which will be made available to us.

Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another Business Combination. The company will not pay any consulting fees to members of our team, or any of their respective affiliates, for services rendered to or in connection with our Business Combination. In addition, we have agreed not to enter into a definitive agreement regarding a Business Combination without the prior consent of our Sponsor.

Lack of Business Diversification

For an indefinite period of time after the completion of our Business Combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete Business Combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our Business Combination with only a single entity, our lack of diversification may:

• subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our Business Combination; and

• cause us to depend on the marketing and sale of a single product or limited number of products or services.

Limited Ability to Evaluate the Target’s Management Team

Although we closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our Business Combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our team will remain with the combined company will be made at the time of our Business Combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our Business Combination. Moreover, we cannot assure you that members of our team will have significant experience or knowledge relating to the operations of the particular target business.

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We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our Business Combination.

Following a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve Our Business Combination

We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of the CSTA Organizational Documents. However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek shareholder approval for business or other reasons.

The Cayman Companies Act and Cayman Islands law do not currently require, and we are not aware of any other applicable law that will require, shareholder approval of our Business Combination.

The decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

• the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

• the expected cost of holding a shareholder vote;

• the risk that the shareholders would fail to approve the proposed Business Combination; other time and budget constraints of the company; and

• additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome to present to shareholders.

Permitted Purchases and Other Transactions with Respect to Our Securities

If we seek shareholder approval of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase CSTA Public Shares or warrants in privately negotiated transactions or in the open market either prior to or following the completion of our Business Combination. Additionally, at any time at or prior to our Business Combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire CSTA Public Shares, vote their CSTA Public Shares in favor of our Business Combination or not redeem their CSTA Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase CSTA Public Shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

In the event that our Sponsor, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from CSTA Public Shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our Business Combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our Business Combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

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The purpose of any such transactions could be to (i) vote such shares in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder approval of the Business Combination, (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our Business Combination, where it appears that such requirement would otherwise not be met or (iii) reduce the number of public warrants outstanding or vote such warrants or any matter submitted to the warrant holders for approval in connection with our Business Combination. Any such purchases of our securities may result in the completion of our Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of CSTA Class A Ordinary Shares or CSTA Warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our Sponsor, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of CSTA Class A Ordinary Share) following our mailing of tender offer or proxy materials in connection with our Business Combination. To the extent that our Sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our Business Combination, whether or not such shareholder has already submitted a proxy with respect to our Business Combination but only if such shares have not already been voted at the general meeting related to our Business Combination. Our Sponsor, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Our Sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if the purchases would violate Section 9 (a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

Redemption Rights for CSTA Shareholders in Connection with Our Business Combination

We will provide CSTA Public Shareholders with the opportunity to redeem all or a portion of their CSTA Class A Ordinary Shares in connection with our Business Combination, with such redemption to be effected prior to the Initial Merger, at a per-share price, payable in cash at the Acquisition Closing, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding CSTA Public Shares, subject to the limitations described herein. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the Deferred Underwriting Fees we will pay to the underwriters. The redemption rights may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

There will be no redemption rights in connection with the completion of our Business Combination with respect to our warrants. Further, we will not proceed with redeeming CSTA Public Shares, even if a CSTA Public Shareholder has properly elected to redeem its shares, if a Business Combination does not close.

Our Sponsor and our team have entered into an agreement with us, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares, private placement warrants and any CSTA Public Shares purchased during or after IPO in connection with (i) the completion of our Business Combination and (ii) a shareholder vote to approve an amendment to the CSTA Organizational Documents (A) that would modify the substance or timing of our obligation to provide holders of CSTA Class A Ordinary Shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of CSTA Public Shares if we do not complete our Business Combination within by the date by which we are required to consummate a Business Combination pursuant to the CSTA Organizational Documents, or (B) with respect to any other provision relating to the rights of holders of CSTA Class A Ordinary Shares or pre-Business Combination activity.

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Manner of Conducting Redemptions

We will provide CSTA Public Shareholders with the opportunity to redeem all or a portion of their CSTA Class A Ordinary Shares in connection with our Business Combination, with such redemption to be effected prior to the Initial Merger, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we seek to amend the CSTA Organizational Documents would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

The requirement that we provide CSTA Public Shareholders with the opportunity to redeem their CSTA Public Shares by one of the two methods listed above is contained in provisions of the CSTA Organizational Documents and will apply whether we maintain our registration under the Exchange Act or our listing on the OTC. Such provisions may be amended if approved by holders of two thirds of our ordinary shares who attend and vote at a general meeting of the company, so long as we offer redemption in connection with such amendment.

If we held a shareholder vote to approve our Business Combination, we will, pursuant to the CSTA Organizational Documents:

• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and

• file proxy materials with the SEC.

In the event that we seek shareholder approval of our Business Combination, we will distribute proxy materials and, in connection therewith, provide CSTA Public Shareholders with the redemption rights described above, with such redemption to be effected prior to the Initial Merger and such redemption price to be paid at the Acquisition Closing.

If we seek shareholder approval, we will complete our Business Combination only if we receive approval pursuant to (i) an ordinary resolution under Cayman Islands law in connection with the Business Combination Proposal, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company and (ii) a special resolution under Cayman Islands law in connection with the Merger Proposal, which requires the affirmative vote of a majority of not less than two-thirds of the shareholders who attend and vote at a general meeting of the company. In such case, our Sponsor and each member of our team agreed to vote their Founder Shares and CSTA Public Shares purchased during or after the IPO in favor of our Business Combination. As a result, in addition to the Founder Shares, we would need none of our currently outstanding CSTA Public Shares to be voted in favor of a Business Combination in order to have our Business Combination approved. Each public shareholder may elect to redeem their CSTA Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our Sponsor and our team have entered into an agreement with us, pursuant to which they agreed to waive their redemption rights with respect to their Founder Shares and any CSTA Public Shares purchased during or after the IPO in connection with (i) the completion of our Business Combination and (ii) a shareholder vote to approve an amendment to the CSTA Organizational Documents (A) that would modify the substance or timing of our obligation to provide holders of CSTA Class A Ordinary Shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of CSTA Public Shares if we do not complete our Business Combination by the Termination Date, or (B) with respect to any other provision relating to the rights of holders of CSTA Class A Ordinary Shares or pre-Business Combination activity.

If we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to the CSTA Organizational Documents:

• conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and

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• file tender offer documents with the SEC prior to completing our Business Combination which contain substantially the same financial and other information about the Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our Business Combination, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase CSTA Class A Ordinary Shares in the open market if we elect to redeem CSTA Public Shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our Business Combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on CSTA Public Shareholders not tendering more than the number of CSTA Public Shares we are permitted to redeem. If CSTA Public Shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the Business Combination.

Limitation on Redemption in connection with Completion of Our Business Combination If We Seek Shareholder Approval

If we seek shareholder approval of our Business Combination and we do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, the CSTA Organizational Documents provide that a CSTA Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares (as defined below), without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed Business Combination as a means to force us or our founding to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a CSTA Public Shareholder holding more than an aggregate of 15% of the shares sold in the IPO could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our Sponsor or our team at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the IPO without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our Business Combination, particularly in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

However, we will not restrict our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our Business Combination.

Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights

CSTA Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to the CSTA Transfer Agent prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the CSTA Transfer Agent electronically using the DWAC System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the Business Combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to CSTA Public Shareholders in connection with our Business Combination will indicate the applicable delivery requirements, which may include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a CSTA Public Shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the Business Combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.

Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their CSTA Public Shares.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The CSTA Transfer Agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

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The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their Business Combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on a Business Combination, and a holder could simply vote against a proposed Business Combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the Business Combination was approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had an “option window” after the completion of the Business Combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the Business Combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the Business Combination is approved.

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the Business Combination, unless otherwise agreed to by us.

Furthermore, if a holder of CSTA Public Shares delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the CSTA Transfer Agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of CSTA Public Shares electing to redeem their shares will be distributed promptly after the completion of our Business Combination.

If our Business Combination is not approved or completed for any reason, then CSTA Public Shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered by CSTA Public Shareholders who elected to redeem their shares.

If our Business Combination with HiTech is not completed, we may continue to try to complete a Business Combination with a different target by the Termination Date.

Redemption of CSTA Public Shares and Liquidation If No Business Combination

The CSTA Organizational Documents provide that we will have until the Termination Date to consummate a Business Combination. If we do not consummate a Business Combination by the Termination Date, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the CSTA Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less taxes payable), divided by the number of the then-outstanding CSTA Public Shares, which redemption will completely extinguish CSTA Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate a Business Combination by the Termination Date. The CSTA Organizational Documents provide that, if we wind up for any other reason prior to the consummation of our Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Our Sponsor and each member of our team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to consummate a Business Combination by the Termination Date (although they will be entitled to liquidating distributions from the Trust Account with respect to any CSTA Public Shares they hold if we fail to complete our Business Combination by the Termination Date).

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Our Sponsor, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to the CSTA Organizational Documents (A) that would modify the substance or timing of our obligation to provide holders of CSTA Class A Ordinary Shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of CSTA Public Shares if we do not complete our Business Combination by the Termination Date, or (B) with respect to any other provision relating to the rights of holders of CSTA Class A Ordinary Shares or pre-Business Combination activity, unless we provide CSTA Public Shareholders with the opportunity to redeem their CSTA Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding CSTA Public Shares.

We expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose.

If we were to expend all of the net proceeds of the IPO and the sale of the private placement warrants, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of CSTA Public Shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of CSTA Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our team will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if our team believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by our team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our team is unable to find a service provider willing to execute a waiver. The underwriters will not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $10.00 per CSTA Public Share and (ii) the actual amount per CSTA Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per CSTA Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Our Sponsor may not be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per CSTA Public Share and the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per CSTA Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per CSTA Public Share.

We will seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors; however such liability will not be greater than the amount of funds from our Trust Account received by any such shareholder.

If we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure you we will be able to return $10.00 per CSTA Public Share to CSTA Public Shareholders. Additionally, if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”

As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying CSTA Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

CSTA Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of CSTA Public Shares if we do not consummate a Business Combination by the Termination Date, (ii) in connection with a shareholder vote to amend the CSTA Organizational Documents (A) to modify the substance or timing of our obligation to provide holders of CSTA Class A Ordinary Shares a the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of CSTA Public Shares if we do not complete our Business Combination by the Termination Date, or (B) with respect to any other provision relating to the rights of holders of CSTA Class A Ordinary Shares or pre-Business Combination activity, and (iii) if they redeem their respective shares for cash in connection with the completion of the Business Combination. CSTA Public Shareholders who redeem their CSTA Class A Ordinary Shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of a Business Combination or liquidation if we have not consummated a Business Combination by the Termination Date, with respect to such CSTA Class A Ordinary Shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our Business Combination, a shareholder’s voting in connection with the Business Combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of the CSTA Organizational Documents, like all provisions of the CSTA Organizational Documents, may be amended with a shareholder vote.

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Conflicts of Interest

Any of our officers and directors may have additional fiduciary or contractual obligations to another entity pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entity.

Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has a current fiduciary or contractual obligation, he or she will honor his or her fiduciary or contractual obligations by presenting such Business Combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. The CSTA Organizational Documents provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our Business Combination.

Facilities

We currently maintain our executive offices at 1290 Avenue of the Americas, 10th Floor, New York, NY, 10104. The cost for our use of this space is included in the fee of up to $10,000 per month fee that we pay to our Sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Employees

We currently have two executive officers. These individuals are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our Business Combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our Business Combination and the stage of the Business Combination process we are in. We do not intend to have any full-time employees prior to the completion of our Business Combination.

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MANAGEMENT OF CSTA

References in this section to “we,” “our,” or “us” refer to Constellation Acquisition Corp I.

Directors and Executive Officers

\n\n\n\n\t\t\t\t\t\t Name \n\t\t\t\t\t	\n\t\t\t\t\t\t Age \n\t\t\t\t\t	\n\t\t\t\t\t\t Position \n\t\t\t\t\t
\n\t\t\t\t\t\t Officers \n\t\t\t\t\t
\n\t\t\t\t\t\t Chandra R. Patel \n\t\t\t\t\t	\n\t\t\t\t\t\t 60 \n\t\t\t\t\t	\n\t\t\t\t\t\t Chief Executive Officer \n\t\t\t\t\t
\n\t\t\t\t\t\t Jarett Goldman \n\t\t\t\t\t	\n\t\t\t\t\t\t 39 \n\t\t\t\t\t	\n\t\t\t\t\t\t Chief Financial Officer \n\t\t\t\t\t
\n\t\t\t\t\t\t Directors \n\t\t\t\t\t
\n\t\t\t\t\t\t Chandra R. Patel \n\t\t\t\t\t	\n\t\t\t\t\t\t 60 \n\t\t\t\t\t	\n\t\t\t\t\t\t Chairman and Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Richard C. Davis \n\t\t\t\t\t	\n\t\t\t\t\t\t 60 \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Heiko Faass \n\t\t\t\t\t	\n\t\t\t\t\t\t 50 \n\t\t\t\t\t	\n\t\t\t\t\t\t Independent Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Nicole Schepanek \n\t\t\t\t\t	\n\t\t\t\t\t\t 51 \n\t\t\t\t\t	\n\t\t\t\t\t\t Independent Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Bob Stafanowski \n\t\t\t\t\t	\n\t\t\t\t\t\t 63 \n\t\t\t\t\t	\n\t\t\t\t\t\t Independent Director \n\t\t\t\t\t

Management

Chandra R. Patel has served as our Chief Executive Officer, Chairman and Director of the board since the sponsor handover and is the founder of Antarctica Capital and has served as the managing partner of Antarctica Capital since 2010. Antarctica Capital is an alternative asset manager headquartered in New York. Mr. Patel is responsible for Antarctica Capital’s strategic direction and core relationships and leads the firm’s key expansion initiatives. He developed the insurance and real assets business for Antarctica Capital and its SIGA®, SARO® and SEREY™ investment strategies. Mr. Patel co-founded Antarctica Capital’s private equity business and raised its first real estate fund. Mr. Patel served as the Chief Executive Officer and Chairman of the board of Global Partner Acquisition Corp II (“GPAC”) from January 2023 until July 2024 and served on the board of Stardust Power, Inc. from July 2024 until December 2024. Mr. Patel served as the chairman of the board of directors of Endurance Acquisition Corp. (“Endurance”) from April 2021 until the completion of its Business Combination with SatixFy Communications Ltd. (“SatixFy”) in October 2022. Previously, he invested in a portfolio of companies in technology and healthcare, and he was involved in a number of cross-border transactions and policy initiatives. Mr. Patel also founded and held senior management positions at a variety of technology and information services companies and was an associate at a leading New York law firm. He sits on the boards of American Life & Security Corp., Weddell Holdings, EarthDaily Analytics Corp., EarthDaily Constellation Group Inc., eCommunity Holdings and Play Rugby USA. Mr. Patel also sits on the Executive Committee of the North American Advisory Board of the London School of Economics. Mr. Patel graduated from the University of Kansas (Bachelors of Arts), Summa Cum Laude, London School of Economics (Master of Science), and Boston College (Juris Doctor). We believe that Mr. Patel is well qualified to serve on our board due to his extensive experience in private equity transactions and as the founder and managing partner of Antarctica Capital.

Jarett Goldman has served as our Chief Financial Officer since the January 2023 and is an experienced investment professional with over 17 years of global experience in corporate finance, principal investing, and capital markets. Mr. Goldman joined Antarctica Capital as a Senior Vice President in June 2015 and was promoted to director in July 2022. As a current director, Mr. Goldman is responsible for transaction execution, asset management and business development within the firm’s digital infrastructure and real assets-focused investment strategies and serves on the boards of Weddell Holdings and EarthDaily Constellation Group Inc. Mr. Goldman has served as the Chief Financial Officer of GPAC from January 2023 until July 2024. Mr. Goldman possesses experience across capital markets, investment, and business development roles with a recent focus on digital, transportation, and space infrastructure. Prior to his role at Antarctica Capital, Mr. Goldman held a number of positions at Citi in New York and Hong Kong. In his last position he served as a vice president and regional product head for Citi’s Issuer Services business in Asia Pacific, with full profit and loss responsibility over 18 countries and oversight over strategy, product development, transaction structuring, marketing, operations, technology and financial management. Mr. Goldman holds a Bachelor of Science in Policy Analysis and Management and Mandarin Chinese from Cornell University and a Master of Business Administration from Columbia Business School.

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Board of Directors

Richard C. Davis has served as a Director since the sponsor handover and is a highly experienced executive with over 30 years of experience in corporate finance, private equity and the space industry. Mr. Davis previously served our President, serving from the sponsor handover to August 2026. Mr. Davis has served as the chief executive officer and a member of the board of directors of Endurance from April 2021 until the completion of its Business Combination with SatixFy in October 2022. Since March 2021, he has served as a managing director of ADP. He is also a founder and managing member of ArgoSat Advisors, a premier global advisory firm focused on the space industry that was founded in 2009. Mr. Davis also serves on the boards of EarthDaily Analytics Corp., EarthDaily Constellation Group Inc., and AscendArc. Prior to ArgoSat, Mr. Davis was President, and later interim-CFO, for ProtoStar, a communications satellite operator which raised over $500 million and launched two DTH satellites over Asia. Earlier in his career, Mr. Davis was a private equity investor Principal at VantagePoint Venture Partners, a private equity and venture capital firm with $4 billion of assets under management. His focus was on media/telecom as well as semiconductors/semiconductor capital equipment. Before that he was a vice president and founding member of the Lehman Brothers Communication Fund which was an $800 million private equity fund focused on communications infrastructure investments. In these roles, Mr. Davis was involved in equity and debt investments, asset acquisitions and dispositions and mergers and other Business Combinations or spin-offs for approximately two dozen companies in various investment lifecycle stages. Mr. Davis started his corporate finance career as an associate at Salomon Brothers. Mr. Davis was formerly an instructor pilot in the United States Air Force. He received his B.S. in Astrophysics (cum laude) from the University of Minnesota, and his MBA from the University of Virginia.

Heiko Faass has served as a Director since 2023 and is an experienced entrepreneur, advisor and private investor across Europe, United States and Latin America with over 20 years of vast experience in principal investing, turnaround and special situations, capital markets and corporate management. Mr. Faass serves as CEO of a family office and is a Senior Advisor at Octinity Corporate Advisory solving challenging and complex, high value situations around the globe. Mr. Faass has served as CEO of a corporate advisory firm as well as a media company and from 2008 to 2012 as Chief Executive Officer of a joint venture to develop a $400 million dollar health luxury resort overseeing all aspects from business planning, capital raising and development planning for a hotel complex, several hundred apartments and villas. Prior to that, from 2001-2005, Mr. Faass served as the co-founder and manager of a M&A Boutique Firm in Frankfurt, Germany, where he was responsible for deal generation and overseeing all operations. Mr. Faass has held management and partner positions across a series of industries, sizes and in Germany and the United States. Mr. Faass has been involved in the origination, review, structuring and execution of transactions from startups to restructuring cases to large real estate and real estate developments with a special focus on technology, manufacturing, commercial real estate and real estate development. In 2024, the German President Frank Walter Steinmeier, together with German Foreign Minister Annalena Baerbock, appointed him Honorary Consul of the Federal Republic of Germany to Puerto Rico/USA and the US Virgin Islands. Mr. Faass formerly served as an officer of Ferrer Faass & Co LLC in San Juan, Puerto Rico until November 2023. Ferrer Faass & Co LLC filed for Chapter 7 bankruptcy on December 27, 2024. Mr. Faass also served as chief executive officer of Latin Media House LLC in San Juan, Puerto Rico until the entity dissolved in February 2023. Latin Media House LLC filed for Chapter 7 bankruptcy on December 27, 2024. We believe that Mr. Faass is well qualified to serve on our board due to his extensive experience as founder and executive of a series of companies and his experience in private equity and real estate transactions.

Nicole Schepanek has served as a Director since 2023 and has a long history in management positions and in supervisory roles for companies. Since 2021, Ms. Schepanek has been the managing partner and co-founder of Aureus Capital, an active private equity investor with a focus on B2B financial services companies with a tech angle and a corporate finance advisor for fast-growing companies, especially in the financial services sector, housed in the Berlin, Germany office in Schönefeld. Nicole also served as the head of risk & data services and managing director of Swiss Re, one of the world’s leading providers of reinsurance, from 2024 until 2025. From 2018 to 2021, Ms. Schepanek was managing director and partner in the New York City, USA office of the Boston Consulting Group. In this role, Ms. Schepanek focused on strategic finance, risk, and capital management, as well as strategy, (digital) innovation, and strategic M&A topics of Tier I insurance and banking groups. Prior to this, Ms. Schepanek established Aureus Advisory in 2010, a consulting boutique that provided both traditional consulting and digital advisory support, which she ran until 2018. The Tier I insurance and banking groups that Aureus Advisory supported spanned clients located in France, Germany, Italy, Switzerland, United Kingdom, and the United States. From 2008 to 2010, Ms. Schepanek was

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the Head of Financial Institutions and Compliance for SPQR Capital, a Private Equity Investor in London, the United Kingdom. Similarly, she was the Vice President of EMEA Financial Institutions Groups, Bank of America in London, the United Kingdom from 2007 to 2008. Prior to that, Ms. Schepanek was as Principal part of the Risk Management & Insurance team at Oliver Wyman, working in both the Global Insurance Leadership and Global Risk Management teams, from 2005 to 2007 and as part of the Financial Services group from 1998 to 2003. Between Ms. Schepanek’s time at Oliver Wyman, Ms. Schepanek spent a year with McKinsey & Company in its Risk Management and Insurance group. Ms. Schepanek also served previously as a member of AlphaQs Supervisory Board from 2023 until 2025, and as an independent director at CV Real Estate from 2023 until 2024. She is currently the Chair of the Development Board at Autistica — a leading UK-based autism medical research charity -, and the audit committee chair for Swiss Insurtech Hub. Ms. Schepanek received her Corporate Governance Certificate in 2022 from INSEAD Int. Directors Program. Prior to that, Ms. Schepanek studied for and received her Masters in Mathematics with minors in economics and statistics in 1998. We believe that Ms. Schepanek is well qualified to serve on our board due to her extensive experience as a managing director, work with global Tier I insurance and banking groups, and knowhow of private equity transactions.

Bob Stefanowski has served as a Director since 2023 and has over 30 years of experience in finance, business turnarounds, strategy, board governance and regulatory compliance. Mr. Stefanowski is a former Certified Public Accountant, Certified Financial Analyst and Certified Fraud Examiner. Mr. Stefanowski’s senior roles included Chief Financial Officer of the Investment Banking Division of UBS and an Officer of the General Electric Company. Mr. Stefanowski was previously the President and Chief Executive Officer of DFC Global, a Consumer Lender owned by Lone Star Private Equity. Prior to that, he was the Chief Financial Officer of UBS’s Investment Bank headquartered in London, UK. Mr. Stefanowski previously ran the US Operations of 3i Private Equity, a UK FTSE company. Mr. Stefanowski came to 3i from General Electric where he served as CEO of GE Corporate Finance Europe. Mr. Stefanowski was appointed a Company Officer by the GE Board of Directors in April 2006, becoming one of the top leaders in a company with 300,000 employees. He was Chairman of the Board of Directors of GE Heller Bank AG (Mainz, Germany), GE Corporate Finance Bank (London, UK) GE Business Finance (Milan, Italy), GE Artesia Bank NV (Amsterdam, Netherlands) and a Board Member of GE Facto France (Paris, France) and BPH Bank (Warsaw, Poland). Mr. Stefanowski also held various M&A, Finance and Sales roles in his 14-year career with GE. Previously, he was a senior accountant with Price Waterhouse Coopers in Hartford, CT, a Litigation Consultant in Los Angeles, California and Managing Director of M&A for Brink’s Incorporated. Mr. Stefanowski is currently serving as the chief financial officer of Bitcoin Standard Treasury Company (BSTR). Mr. Stefanowski earned a BS in Accounting from Fairfield University and an MBA from Cornell University. Mr. Stefanowski has authored two books “Making M&A Deals Happen” published in February 2007 and “Material Adverse Change” published in September 2017. We believe that Mr. Stefanowski is well qualified to serve on our board due to his extensive experience in board governance, finance, and successful management of business shifts.

Experience with Special Purpose Acquisition Vehicles

Our management team has previous experience in the execution of public acquisition vehicles. As described above, in July 2024, Global Partner Acquisition Corp II consummated its business combination with Stardust Power Inc. Stardust Power’s shares of Class A common stock and public warrants trade on the Nasdaq Global Market under the ticker symbol “SDST” and “SDSTW,” respectively. The closing price of such shares of common stock and warrants on Nasdaq on May 29, 2026 was $2.28 and $0.23, respectively. In October 2022, Endurance consummated its business combination with SatixFy. On July 2, 2025, SatixFy Communications Ltd. completed its merger with MDA Space Ltd. and was taken private.

Number and Terms of Office of Officers and Directors

Our board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the first class of directors, consisting of Chandra R. Patel and Richard C. Davis, will expire at our first general annual meeting. The term of office of the second class of directors, consisting of Heiko Faass and Nicole Schepanek, will expire at our second annual general meeting. The term of office of the third class of directors, consisting of Bob Stefanowski, will expire at our third annual general meeting.

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Prior to the completion of a Business Combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our Founder Shares. In addition, prior to the completion of a Business Combination, holders of a majority of our Founder Shares may remove a member of the board of directors for any reason.

Pursuant to an agreement entered into prior to the closing of the IPO, our Sponsor, upon and following consummation of a Business Combination, will be entitled to nominate three individuals for appointment to our board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in the CSTA Organizational Documents as it deems appropriate. The CSTA Organizational Documents provide that our officers may consist of one or more chairman of the board, chief executive officer, chief financial officer, chief business officer, president, vice presidents, secretary, treasurer and such other offices as may be determined by the board of directors.

Director Independence

An “independent director” is defined generally means a person other than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. We have determined that Heiko Faass, Nicole Schepanek and Bob Stefanowski are independent directors and they are also independent under applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Committees of the Board of Directors

Our board of directors have three standing committees: an audit committee, a nominating committee and a compensation committee.

Subject to phase-in rules and a limited exception, the rules of Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved by our board and has the composition and responsibilities described below. The charter of each committee is available on our website.

Audit Committee

Heiko Faass, Nicole Schepanek and Bob Stefanowski serve as members of our audit committee. Our board of directors has determined that each of Heiko Faass, Nicole Schepanek and Bob Stefanowski are independent. Bob Stefanowski serves as the Chairman of the audit committee. Each member of the audit committee is financially literate and our board of directors has determined that they each qualify as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

The audit committee is responsible for:

• meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

• monitoring the independence of the independent registered public accounting firm;

• verifying the rotation of the lead (or coordinating) audit target having primary responsibility for the audit and the audit target responsible for reviewing the audit as required by law;

• inquiring and discussing with management our compliance with applicable laws and regulations;

• pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed;

• appointing or replacing the independent registered public accounting firm;

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• determining the compensation and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work;

• establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies;

• monitoring compliance on a quarterly basis with the terms of the IPO and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance or otherwise causing compliance with the terms of the IPO; and

• reviewing and approving all payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining from such review and approval.

Nominating Committee

The members of our nominating committee are Heiko Faass, Nicole Schepanek and Bob Stefanowski. Nicole Schepanek serves as Chairman of the nominating committee. Our board of directors has determined that each of Heiko Faass, Nicole Schepanek and Bob Stefanowski are independent.

The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management, shareholders, investment bankers and others.

Guidelines for Selecting Director Nominees

The guidelines for selecting nominees, which is specified in the committee’s charter, generally provide that persons to be nominated:

• should have demonstrated notable or significant achievements in business, education or public service;

• should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and

• should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

The nominating committee considers a number of qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person’s candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders and other persons.

Compensation Committee

The members of our compensation committee are Heiko Faass, Nicole Schepanek and Bob Stefanowski. Heiko Faass serves as Chairman of the compensation committee.

Our board of directors has determined that each of Heiko Faass, Nicole Schepanek and Bob Stefanowski are independent. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

• reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

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• reviewing and approving the compensation of all of our other Section 16 executive officers; reviewing our executive compensation policies and plans;

• implementing and administering our incentive compensation equity-based remuneration plans;

• assisting management in complying with our proxy statement and annual report disclosure requirements;

• approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

• producing a report on executive compensation to be included in our annual proxy statement; and reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors; and

• administrating the Company’s Clawback Policy (as defined below).

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the OTC and the SEC.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, and in the past year has not served, as a member of the compensation committee of any entity that has one or more executive officers serving on our board of directors.

Clawback Policy

Our board of directors has adopted a Clawback Policy (the “Clawback Policy”) designed to comply with Section 10D of the Exchange Act and the rules promulgated thereunder. TThe Company believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy. The Company’s board of directors therefore adopted the Clawback Policy, which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial reporting requirement under the federal securities laws. The Clawback Policy is administered by the Company’s compensation committee. Any determinations made by the compensation committee are final and binding on all affected individuals. The Clawback Policy applies to the Company’s current and former executive officers (as determined by the compensation committee in accordance with Section 10D of the Exchange Act and the rules promulgated thereunder and such other senior executives or employees who may from time to time be deemed subject to the Clawback Policy by the compensation committee.

Insider Trading Policy

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules, and regulations. As part of this commitment, we adopted our insider trading policy on January 8, 2021, governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, and all other individuals. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations.

Code of Ethics

We have adopted a code of ethics applicable to our directors, officers and employees (our “Code of Ethics”). Our Code of Ethics is available on our website. A copy of the Code of Ethics can be provided without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a current report on Form 8-K. Our Code of Ethics is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Ethics on our website.

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Conflicts of Interest

Under Cayman Islands law, directors and officers owe the following fiduciary duties:

• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

• duty to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

• directors should not improperly fetter the exercise of future discretion;

• duty to exercise powers fairly as between different sections of shareholders;

• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

• duty to exercise independent judgment.

In addition to the above, directors also owe a duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and the general knowledge skill and experience of that director.

As set out above, directors have a duty not to put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum and articles of association or alternatively by shareholder approval at general meetings.

Each of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity, pursuant to which such officer or director is or will be required to present a Business Combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate any restrictive covenants to which such officers and directors are subject. Notwithstanding the foregoing, we may pursue an acquisition opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our Business Combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity or equity-linked securities. The CSTA Organizational Documents provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our Business Combination.

\n\n\n\n\t\t\t\t\t\t Individual \n\t\t\t\t\t	\n\t\t\t\t\t\t Entity \n\t\t\t\t\t	\n\t\t\t\t\t\t Entity’s Business \n\t\t\t\t\t	\n\t\t\t\t\t\t Affiliation \n\t\t\t\t\t
\n\t\t\t\t\t\t Chandra R. Patel \n\t\t\t\t\t	\n\t\t\t\t\t\t Antarctica Capital \n\t\t\t\t\t	\n\t\t\t\t\t\t Alternative Asset Manager \n\t\t\t\t\t	\n\t\t\t\t\t\t Founder and Managing Partner \n\t\t\t\t\t
	\n\t\t\t\t\t\t EarthDaily Analytics Corp. \n\t\t\t\t\t	\n\t\t\t\t\t\t Earth Observation and Data Analytics Company \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
	\n\t\t\t\t\t\t EarthDaily Constellation Group Inc. \n\t\t\t\t\t	\n\t\t\t\t\t\t Earth Observation and Data Analytics Company \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
	\n\t\t\t\t\t\t American Life & Security Corp. \n\t\t\t\t\t	\n\t\t\t\t\t\t Insurance Company \n\t\t\t\t\t	\n\t\t\t\t\t\t Chairman \n\t\t\t\t\t
	\n\t\t\t\t\t\t Weddell Holdings \n\t\t\t\t\t	\n\t\t\t\t\t\t Reinsurance Company \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t

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\n\n\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

\n\n\n\n\t\t\t\t\t\t Individual \n\t\t\t\t\t	\n\t\t\t\t\t\t Entity \n\t\t\t\t\t	\n\t\t\t\t\t\t Entity’s Business \n\t\t\t\t\t	\n\t\t\t\t\t\t Affiliation \n\t\t\t\t\t
\n\t\t\t\t\t\t\n\t\t\t\t\t	\n\t\t\t\t\t\t eCommunity Holdings \n\t\t\t\t\t	\n\t\t\t\t\t\t Fiber Asset Owner and Operator \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
	\n\t\t\t\t\t\t Play Rugby USA \n\t\t\t\t\t	\n\t\t\t\t\t\t Non-profit youth development organization \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
	\n\t\t\t\t\t\t London School of Economics \n\t\t\t\t\t	\n\t\t\t\t\t\t University \n\t\t\t\t\t	\n\t\t\t\t\t\t Board Member of Executive Committee \n\t\t\t\t\t
\n\t\t\t\t\t\t Richard C. Davis \n\t\t\t\t\t	\n\t\t\t\t\t\t Antarctica Capital \n\t\t\t\t\t	\n\t\t\t\t\t\t Alternative Asset Manager \n\t\t\t\t\t	\n\t\t\t\t\t\t Managing Director \n\t\t\t\t\t
	\n\t\t\t\t\t\t ArgoSat Advisors \n\t\t\t\t\t	\n\t\t\t\t\t\t Global Advisory Firm \n\t\t\t\t\t	\n\t\t\t\t\t\t Founder and Managing Member \n\t\t\t\t\t
	\n\t\t\t\t\t\t EarthDaily Analytics Corp. \n\t\t\t\t\t	\n\t\t\t\t\t\t Earth Observation and Data Analytics Company \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
	\n\t\t\t\t\t\t EarthDaily Constellation Group Inc. \n\t\t\t\t\t	\n\t\t\t\t\t\t Earth Observation and Data Analytics Company \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
	\n\t\t\t\t\t\t AscendArc \n\t\t\t\t\t	\n\t\t\t\t\t\t Satellite Communications Company \n\t\t\t\t\t	\n\t\t\t\t\t\t Board Member \n\t\t\t\t\t
\n\t\t\t\t\t\t Jarett Goldman \n\t\t\t\t\t	\n\t\t\t\t\t\t Antarctica Capital \n\t\t\t\t\t	\n\t\t\t\t\t\t Alternative Asset Manager \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
	\n\t\t\t\t\t\t EarthDaily Constellation Group Inc. \n\t\t\t\t\t	\n\t\t\t\t\t\t Geospatial Analytics Company \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
	\n\t\t\t\t\t\t Weddell Holdings \n\t\t\t\t\t	\n\t\t\t\t\t\t Reinsurance Company \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
	\n\t\t\t\t\t\t Antarctica Capital \n\t\t\t\t\t	\n\t\t\t\t\t\t Alternative Asset Manager \n\t\t\t\t\t	\n\t\t\t\t\t\t Managing Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Heiko Faass \n\t\t\t\t\t	\n\t\t\t\t\t\t – \n\t\t\t\t\t	\n\t\t\t\t\t\t – \n\t\t\t\t\t	\n\t\t\t\t\t\t – \n\t\t\t\t\t
\n\t\t\t\t\t\t Nicole Schepanek \n\t\t\t\t\t	\n\t\t\t\t\t\t Aureus Capital \n\t\t\t\t\t	\n\t\t\t\t\t\t Private Equity Investor \n\t\t\t\t\t	\n\t\t\t\t\t\t Managing Partner \n\t\t\t\t\t
	\n\t\t\t\t\t\t CN 4 Portfolio AG \n\t\t\t\t\t	\n\t\t\t\t\t\t Insurance \n\t\t\t\t\t	\n\t\t\t\t\t\t Deputy Chair \n\t\t\t\t\t
\n\t\t\t\t\t\t Bob Stefanowoski \n\t\t\t\t\t	\n\t\t\t\t\t\t Lolo Consulting \n\t\t\t\t\t	\n\t\t\t\t\t\t Financial Consulting \n\t\t\t\t\t	\n\t\t\t\t\t\t Founder \n\t\t\t\t\t

Potential investors should also be aware of the following other potential conflicts of interest:

• Our executive officers, directors and external advisors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a Business Combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our Business Combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs.

• Our Old Sponsor subscribed for Founder Shares prior to the date of the IPO and affiliates of our Old Sponsor purchased private placement warrants in a transaction that closed simultaneously with the closing of the IPO. Such Founder Shares and private placement warrants have been subsequently transferred to our Sponsor. Our Sponsor and our team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any CSTA Public Shares purchased during or after the IPO in connection with (i) the completion of our Business Combination and (ii) a shareholder vote to approve an amendment to the CSTA Organizational Documents (A) that would modify the substance or timing of our obligation to provide holders of CSTA Class A Ordinary Shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of CSTA Public Shares if we do not complete our Business Combination by the Termination Date, or (B) with respect to any other provision relating to the rights of holders of CSTA Class A Ordinary Shares or pre-Business Combination activity. Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its Founder Shares if we fail to complete our Business Combination within the required time period. If we do not complete our Business Combination within the required time period, the private placement warrants and the underlying securities will expire worthless. Except as described herein, our Sponsor and our team have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year after the completion of our Business Combination and (B) subsequent to our Business Combination, (x) if the closing price of CSTA Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations,

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reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our Business Combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of CSTA Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, private placement warrants and the CSTA Class A Ordinary Shares underlying such warrants, will not be transferable until 30 days following the completion of our Business Combination. Because each of our executive officers and director nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our Business Combination.

• Our officers, directors and external advisors may have a conflict of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers, directors and advisors was included by a target business as a condition to any agreement with respect to our Business Combination.

• The other conflicts and interests of our officers and directors related to the Business Combination with HiTech described in this proxy statement/prospectus.

We are not prohibited from pursuing a Business Combination or subsequent transaction with a company that is affiliated with our Sponsor or any member of our team. In the event we seek to complete our Business Combination with a company that is affiliated with our Sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such Business Combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our Sponsor or any of our existing officers or directors, or any of their respective affiliates, be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our Business Combination. Further, commencing on the date our securities were first listed on NYSE, we will also reimburse our Sponsor for office space, secretarial and administrative services provided to us, and other obligations of our Sponsor, in the amount of up to $10,000 per month.

We cannot assure you that any of the above mentioned conflicts will be resolved in our favor.

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EXECUTIVE COMPENSATION OF CSTA

References in this section to “we,” “our,” or “us” refer to Constellation Acquisition Corp I.

None of our officers or directors have received or, prior to our Business Combination, will receive any cash compensation for services rendered to us, other than $25,000 that was paid to each of our independent directors in 2023 for their role on a special committee to consider a potential business combination. We paid our Old Sponsor, and following the Sponsor handover, we pay our Sponsor up to $10,000 per month for office space, administrative and support services. Our Sponsor, officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or any of their affiliates.

After the completion of our Business Combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to shareholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our shareholders in connection with a proposed Business Combination. It is unlikely the amount of such compensation will be known at the time, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our Business Combination will be determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the completion of our Business Combination should be a determining factor in our decision to proceed with any potential Business Combination.

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CSTA’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Unless the context otherwise requires, all references to “CSTA,” “Constellation Acquisition Corp I,” “our,” “us” or “we” in this section refer to Constellation Acquisition Corp I. The following discussion and analysis of CSTA’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements, the audited financial statements and the notes thereto contained elsewhere in this registration statement. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Cautionary Note Regarding Forward-Looking Statements

This registration statement includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings and herein, including the section entitled “Risk Factors.”

Overview

We are a blank check company incorporated in Cayman Islands on November 20, 2020. We were formed for the purpose of effecting a Business Combination.

Our sponsor is Constellation Sponsor LP, a Delaware limited partnership. The registration statement for the IPO was declared effective on January 26, 2021. On January 29, 2021, we consummated the IPO of 31,000,000 CSTA Units, at $10.00 per CSTA Unit, generating gross proceeds of $310,000,000, and incurring offering costs of $17,586,741, inclusive of $10,850,000 in Deferred Underwriting Fees. On January 26, 2023, Our Old Sponsor underwent a reorganization pursuant to which the limited partners of our Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, our Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of our Old Sponsor (the second to last partner of our Sponsor) and all securities held by our Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital, including Antarctica Endurance Manager, LLC the general partner of the Sponsor.

Simultaneously with the closing of the IPO, we consummated the private placement of 5,466,667 CSTA Private Placement Warrants, at a price of $1.50 per CSTA Private Placement Warrants to our Old Sponsor, which are now held by our Sponsor, generating gross proceeds to us of $8,200,000.

Since the closing of the IPO and the CSTA Private Placement, $310,000,000 ($10.00 per CSTA Unit) of the net proceeds of the IPO and certain of the proceeds of the CSTA Private Placement was placed in the Trust Account and was invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. On January 27, 2023, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account.

Our management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the CSTA Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

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We will only have until the Termination Date to complete an initial business combination. If we do not complete a Business Combination by the Termination Date, we will (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the CSTA Public Shares for a per share pro rata portion of the Trust Account, including interest not previously released to us to fund our working capital requirements (less taxes payable) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of our net assets to our remaining shareholders, as part of our plan of dissolution and liquidation. CSTA Initial Shareholders entered into the Letter Agreement with us, pursuant to which they have waived their rights to participate in any redemption with respect to their Founder Shares; however, if the CSTA Initial Shareholders or any of our officers, directors or affiliates acquire CSTA Ordinary Shares in or after the IPO, they will be entitled to a pro rata share of the Trust Account upon our redemption or liquidation in the event we do not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be less than the IPO price per CSTA Unit in the IPO.

On January 27, 2023, we held an extraordinary general meeting of shareholders to amend the CSTA Organizational Documents to extend the date by which CSTA has to consummate a Business Combination from January 29, 2023 to April 29, 2023 and to allow CSTA, without another shareholder vote, to elect to extend the 2023 Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the 2023 Articles Extension Date, by resolution of the board if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months after the 2023 Termination Date, unless the closing of CSTA’s business combination shall have occurred prior to such date. Upon each of the nine one-month extensions, the Sponsor or one or more of its affiliates, members or third-party designees may contribute to CSTA $150,000 as a loan to be deposited into the Trust Account. The CSTA Shareholders approved the 2023 Extension Amendment Proposal at the Extension Meeting and on January 31, 2023, CSTA filed the 2023 Articles Amendment with the Registrar of Companies of the Cayman Islands. In connection with the Extension Meeting, on January 30, 2023, CSTA issued the Extension Note to the Sponsor.

In connection with the vote at the Extension Meeting, the holders of 26,506,157 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of such redemptions, the balance in the Trust Account was approximately $46,138,503. On February 13, 2023, a total of $46,600,678.12 (the remaining trust balance), was placed in a U.S.-based trust account at Citibank, N.A., maintained by CST, acting as trustee.

In connection with the closing of the transactions contemplated by the Investment Agreement, on January 26, 2023, the Old Sponsor underwent a reorganization pursuant to which the limited partners of the Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, the Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner of the Old Sponsor (the second to last partner of the Sponsor) and all Securities held by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital.

On December 20, 2023, the board approved the voluntary delisting of its Securities from the NYSE, and on January 16, 2024, CSTA began trading its CSTA Class A Ordinary Shares and CSTA Units on OTCQB under the symbols “CSTAF” and “CSTUF,” respectively, and its CSTA Public Warrants on the OTC Venture under the symbol “CSTWF.”

On January 29, 2024, CSTA held the 2024 Shareholder Meeting (A) to amend, by way of special resolution, the CSTA Organizational Documents to extend the Termination Date by which CSTA has to consummate a Business Combination from January 29, 2024 to February 29, 2024 and to allow CSTA, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the 2024 Articles Extension Date, by resolution of the directors, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2025, or a total of up to twelve months after the 2024 Original Termination Date, unless the closing of a Business Combination shall have occurred prior thereto; and (B) to amend, by way of special resolution, the CSTA Organizational Documents to eliminate from the CSTA Organizational Documents the limitation that CSTA may not redeem CSTA Class A Ordinary Shares to the extent that such redemption would result in CSTA having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act), of less than $5,000,001 in order to allow CSTA to redeem

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CSTA Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. The CSTA Shareholders approved the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal at the 2024 Shareholder Meeting and on January 30, 2024, CSTA filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands.

In connection with that vote to approve the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal, the holders of 2,126,159 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of approximately $23,671,533. After the satisfaction of such redemptions and receipt of the initial deposit of $55,000 to the Trust account, the balance in the Trust Account was $26,415,545.

On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 CSTA Class B Ordinary Shares into CSTA Public Shares on a one-for-one basis. The Sponsor waived any right to receive funds from the Trust Account with respect to the CSTA Public Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original CSTA Class B Ordinary Shares under the terms of the Letter Agreement.

During 2024, the CSTA Board approved the First 2024 Extension on February 29, 2024, and the extension committee of the Board approved the Second 2024 Extension, Third 2024 Extension, Fourth 2024 Extension, Fifth 2024 Extension, Sixth 2024 Extension, Seventh 2024 Extension, Eighth 2024 Extension, Ninth 2024 Extension, Tenth 2024 Extension and Eleventh 2024 Extension on March 28, 2024, April 29, 2024, May 29, 2024, June 28, 2024, July 23, 2024, August 23, 2024, September 26, 2024, October 29, 2024, November 27, 2024 and December 20, 2024, respectively, resulting in a new Termination Date of January 29, 2025, and CSTA drew an aggregate of $660,000 of funds pursuant to the 2024 Note. The 2024 Note does not bear interest and matures upon closing of CSTA’s initial business combination. In the event that CSTA does not consummate a Business Combination, the 2024 Note will be repaid only from amounts remaining outside of the Trust Account, if any.

On January 27, 2025, CSTA held the 2025 Shareholder Meeting (A) to amend, by way of special resolution, the CSTA Organizational Documents to extend the 2025 Termination Date by which CSTA has to consummate a business combination from January 29, 2025 to February 28, 2025, or the 2025 Articles Extension Date, and to allow CSTA, without another shareholder vote, to elect to extend the 2025 Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the 2025 Articles Extension Date, by resolution of the CSTA Board, if requested by the Sponsor and upon five days’ advance notice prior to the applicable Termination Date, until January 29, 2026, or a total of up to twelve months after the 2025 Termination Date, unless the closing of a Business Combination shall have occurred prior thereto; (B) to amend, by way of special resolution, the CSTA Organizational Documents to permit for the issuance of CSTA Class A Ordinary Shares to holders of CSTA Class B Ordinary Shares upon the exercise of the right of a holder of the CSTA Class B Ordinary Shares to convert such holder’s CSTA Class B Ordinary Shares into CSTA Class A Ordinary Share on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the election of the holder; and (C) if required, an adjournment proposal to adjourn, by way of ordinary resolution, the 2025 Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the 2025 Shareholder Meeting, there are insufficient CSTA Class A Ordinary Shares and CSTA Class B Ordinary Shares in the capital of CSTA represented (either in person or by proxy) to approve the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal, (ii) where CSTA would not adhere to the initial or continued trading requirements of OTCQB and the OTCQ Venture or (iii) where the board has determined it is otherwise necessary.

In connection with the vote to approve the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal held on January 27, 2025, the holders of 2,303,382 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.91 per share, for an aggregate redemption amount of approximately $27,428,399. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account was approximately $778,970 and there was 7,664,302 CSTA Class A Ordinary Shares outstanding, of which 64,302 CSTA Class A Ordinary Shares are held by CSTA Public Shareholders.

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On each of February 25, 2025, March 27, 2025, April 29, 2025, May 28, 2025, June 26, 2025, July 28, 2025, August 28, 2025, September 26, 2025, October 28, 2025, November 25, 2025, December 23, 2025, February 27, 2026, March 26, 2026 and April 28, 2026 CSTA drew the Extension Funds, in the aggregate amount of $5,000 each month, as approved by unanimous director or extension committee resolution pursuant to the 2024 Note, which Extension Funds CSTA deposited into the Trust Account for CSTA Public Shareholders. These deposits enabled CSTA to extend the date by which it must complete its initial business combination from February 28, 2025 to May 29, 2026. These extensions were eleven of eleven one-month extensions of 2025 Extension and third of eleven one-month extensions of 2026 Extension permitted under the CSTA Organizational Documents and provide CSTA with additional time to complete its initial business combination. As of June 30, 2026 and December 31, 2025, CSTA deposited an aggregate total of $750,000 and $720,000 Extension Funds pursuant to the 2024 Note, respectively.

On March 10, 2025, CSTA Class A Ordinary Shares started trading on the OTC Pink and CSTA Units started trading on the OTCQB. The main difference between OTCQB and OTC Pink from OTCQX is that securities listed on the OTCQB and OTC Pink undergo additional quality review and have different listing standards than those on the OTCQX, although all are tiers of the OTC Markets. The trading symbols for the CSTA Class A Ordinary Shares and CSTA Units remained the same.

On June 5, 2025, CSTA amended the 2024 Note (the “First Amendment”), to increase the total principal amount by $590,000 from $1,660,000 to $2,250,000. Unless otherwise set forth in the First Amendment, all other provisions of the 2024 Note remained in full force and effect.

The transition to OTCID from OTCQB of the CSTA Public Warrants and CSTA Units did not affect CSTA’s business operations, its relationships with partners or employees or its current SEC reporting obligations.

On September 8, 2025, Jindalee, an Australian public company listed on the ASX, announced that Jindalee and CSTA had entered into a non-binding term sheet related to a business combination between CSTA and HiTech Minerals, Inc., a Nevada corporation and a wholly-owned subsidiary of Jindalee.

On January 27, 2026, CSTA held the 2026 Shareholder Meeting (A) to amend, by way of special resolution, the CSTA Organizational Documents to extend the date by which CSTA has to consummate a business combination from January 29, 2026 (the “Original Termination Date”) to February 28, 2026 (the “Articles Extension Date”) and to allow CSTA, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time after the Articles Extension Date, by resolution of the Board, if requested by the Sponsor, and upon five days’ advance notice prior to the applicable Termination Date for an aggregate extension period of up to twelve months after the Original Termination Date, ending no later than January 29, 2027, unless the closing of a Business Combination shall have occurred prior thereto (the “Extension Amendment Proposal”); and (B) if required, an adjournment proposal to adjourn, by way of ordinary resolution, the 2026 Shareholder Meeting to a later date or dates or indefinitely, if necessary, (i) to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the 2026 Shareholder Meeting, there are insufficient ordinary shares in the capital of CSTA represented (either in person or by proxy) to approve the Extension Amendment Proposal or (ii) where the Board has determined it is otherwise necessary.

The CSTA Shareholders approved the Extension Amendment Proposal at the 2026 Shareholder Meeting and on January 28, 2026, CSTA filed an amendment to the CSTA Organizational Documents with the Registrar of Companies of the Cayman Islands.

In connection with the vote to approve the Extension Amendment Proposal, the holders of 17,773 CSTA Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $13.39 per share, for an aggregate redemption amount of approximately $238,039. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance in the Trust Account will be approximately $628,176, and there are 7,646,529 CSTA Class A Ordinary Shares outstanding, of which 46,529 CSTA Class A Ordinary Shares are held by CSTA Public Shareholders.

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On March 18, 2026, CSTA amended the 2024 Note (the “Second Amendment”), to increase the total principal amount by $3,000,000 from $2,250,000 to $5,250,000. Unless otherwise set forth in the Second Amendment, all other provisions of the 2024 Note remained in full force and effect.

Proposed Business Combination

For more information on the Business Combination and related agreements, see “The Business Combination Proposal.”

Liquidity and Going Concern Consideration

As of June 30, 2026, CSTA had $17,947 in its operating bank account, and a working capital deficit of $9,815,348, net of the convertible promissory note — related party. Convertible promissory note — related party amounting to $3,181,000 is not expected to be settled out of the current assets.

As of December 31, 2025, CSTA had $4,966 in its operating bank account, and a working capital deficit of $6,702,247, net of the convertible promissory note — related party.

Our liquidity needs to date have been satisfied through loans from the Sponsor to cover for certain operating expenses. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide CSTA working capital loans.

As of June 30, 2026, there was approximately $5,733,109 of borrowings outstanding and $420,000 of related administrative fees owed to the Sponsor and as of December 31, 2025, there was approximately $5,303,109 of borrowings outstanding and $360,000 of related administrative fees owed to the Sponsor, under the following promissory notes:

During the period ended December 31, 2022, CSTA issued the 2022 Notes totaling $258,780 to certain executive officers and affiliates of CSTA. The proceeds of the 2022 Notes were used as general working capital purposes. The 2022 Notes bear no interest and are payable in full upon the earlier to occur of (i) the Termination Date or (ii) the consummation of CSTA’s business combination. Failure to pay the principals within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the 2022 Notes may be accelerated. As of each of June 30, 2026 and December 31, 2025, $227,208 was outstanding under the 2022 Note.

On January 18, 2023, CSTA issued the 2023 Note in the amount of $230,000 to the Sponsor. The proceeds of the 2023 Note were used for general working capital purposes. The 2023 Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of CSTA’s business combination or (ii) the date that the winding up of CSTA is effective. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the 2023 Note may be accelerated. At the election of the Sponsor, all or a portion of the unpaid principal amount of the 2023 Note may be converted into CSTA Warrants, at a price of $1.50 per warrant, each warrant exercisable for one CSTA Class A Ordinary Share. The warrants shall be identical to the CSTA Private Placement Warrants issued to the Sponsor at the time of the CSTA IPO. As of each of June 30, 2026 and December 31, 2025, $230,000 is outstanding under this 2023 Note.

On January 30, 2023, CSTA issued the Extension Note to the Sponsor. The Sponsor funded the initial total principal amount of $450,000 on January 30, 2023. The Extension Note does not bear interest and matures upon closing of CSTA’s initial business combination. In the event that CSTA does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Extension Note were deposited in the Trust Account. At the election of the payee, $1,270,000 of the total principal amount of the Extension Note may be converted, in whole or in part, at the option of the Sponsor into CSTA Warrants at a price of $1.50 per warrant, which warrants will be identical to the CSTA Private Placement Warrants issued to the Sponsor at the time of the IPO of CSTA. As of each of June 30, 2026 and December 31, 2025, $2,951,000 is outstanding under this Extension Note.

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On January 30, 2024, CSTA issued the 2024 Note in the amount of $1,660,000 to the Sponsor, which was amended on June 5, 2025, to increase the total principal amount by $590,000 from $1,660,000 to $2,250,000 to the Sponsor. The 2024 Note was further amended on March 18, 2026, to increase the total principal amount by $3,000,000 from $2,250,000 to $5,250,000 (the “Second Amendment”). The 2024 Note does not bear interest and matures upon closing of the Business Combination. In the event that CSTA does not consummate a Business Combination, the 2024 Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. Unless otherwise set forth in the Second Amendment, all other provisions of the 2024 Note remain in full force and effect. As of each of June 30, 2026 and December 31, 2025, $2,324,901 and $1,894,901 were outstanding under the 2024 Note, respectively.

We cannot provide any assurance that new financing along the lines detailed above will be available to us on commercially acceptable terms, if at all. Further, we have until the Termination Date to consummate a Business Combination, but we cannot provide assurance that we will be able to consummate a Business Combination by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent dissolution. In connection with CSTA’s assessment of going concern considerations in accordance with ASC Topic 205-40, “Presentation of Financial Statements — Going Concern,” the liquidity condition and mandatory liquidation raise substantial doubt about CSTA’s ability to continue as a going concern until the earlier of the consummation of the Business Combination or September 29, 2026 (or as may be extended subsequently, but no later than January 29, 2027), the date CSTA is required to liquidate. These accompanying unaudited interim condensed financial statements and audited financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should CSTA be unable to continue as a going concern.

We intend to complete our Business Combination before the mandatory liquidation date; however, there can be no assurance that we will be able to consummate any Business Combination by the Termination Date. If CSTA’s estimates of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, CSTA may have insufficient funds available to operate its business prior to a Business Combination. Moreover, CSTA may need to obtain additional financing either to complete a Business Combination or because it becomes obligated to redeem a significant number of its CSTA Public Shares upon completion of a Business Combination, in which case CSTA may issue additional securities or incur debt in connection with such Business Combination.

Results of Operations

Our entire activity from inception through June 30, 2026 related to our formation, the preparation for the IPO, and since the closing of the IPO, the search for a prospective Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion of our Business Combination. We generate non-operating income in the form of interest income and dividends on cash and investments held in the Trust Account. We expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended June 30, 2026, we had a net loss of approximately $3,256,000, which included a loss from operations of approximately $1,127,000 and a loss from the change in fair value of warrant liabilities of approximately $2,132,000, partially offset by interest earned on investments held in the Trust Account of approximately $5,000.

For the three months ended June 30, 2025, we had a net loss of approximately $221,000, which included a loss from operations of approximately $265,000, partially offset by interest earned on investments held in the Trust Account of approximately $7,000 and a gain from the change in fair value of warrant liabilities of approximately $37,000.

For the six months ended June 30, 2026, we had a net loss of approximately $3,943,000, which included a loss from operations of approximately $3,100,000 and a loss from the change in fair value of warrant liabilities of approximately $869,000, partially offset by interest earned on investments held in the Trust Account of approximately $9,000.

For the six months ended June 30, 2025, we had a net loss of approximately $668,000, which included a loss from operations of approximately $680,000 and a loss from the change in fair value of warrant liabilities of approximately $79,000, partially offset by interest earned on investments held in the Trust Account of approximately $91,000.

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For the year ended December 31, 2025, we had a net loss of approximately $3,200,000, which included a loss from operations of approximately $1,100,000 and a loss from the change in fair value of warrant liabilities of approximately $2,300,000, partially offset by interest earned on investments held in the Trust Account of approximately $105,000.

Contractual Obligations

We do not have any long-term debt obligations, capital lease obligations, operating lease obligations, purchase obligations or long-term liabilities.

Registration Rights

The CSTA Initial Shareholders and holders of the CSTA Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement. The CSTA Initial Shareholders and holders of the CSTA Private Placement Warrants will be entitled to make up to three demands, excluding short form registration demands, that register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by us. We will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

We paid an underwriting discount of 2% of the per CSTA Unit offering price, or approximately $6,200,000 in the aggregate at the closing of the IPO and agreed to pay Deferred Underwriting Fees of 3.5% of the gross offering proceeds, or approximately $10,850,000 in Deferred Underwriting Fees. The Deferred Underwriting Fees will become payable to the underwriters from the amounts held in the Trust Account solely in the event CSTA completes its Business Combination.

On April 13, 2026, we received a waiver letter from Deutsche Bank Securities Inc. pursuant to which it irrevocably waived its entitlement to receive its portion of the Deferred Underwriting Fee of $6,510,000 that would otherwise have been payable upon the consummation of CSTA’s initial Business Combination. As a result, we reduced its Deferred Underwriting Fee liability by $6,510,000, leaving the remaining Deferred Underwriting Fee liability of $4,340,000 attributable to Morgan Stanley & Co. LLC reported on condensed balance sheets as of June 30, 2026.

Critical Accounting Estimates

This management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed financial statements and audited financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these unaudited condensed financial statements and audited financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities in our unaudited condensed financial statements and audited financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. One of the more significant accounting estimates included in these unaudited condensed financial statements and audited financial statements is the determination of the fair value of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, actual results may differ from these estimates under different assumptions or conditions.

Recent Accounting Pronouncements

CSTA’s management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the accompanying unaudited condensed financial statements and audited financial statements.

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Off-Balance Sheet Arrangements

As of June 30, 2026 and December 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Inflation

We do not believe that inflation had a material impact on our business, revenues or operating results during the period presented.

JOBS Act

The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the unaudited condensed financial statements and audited financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the unaudited condensed financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

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INFORMATION ABOUT HITECH

Unless context otherwise requires, references in this section to the “Company”, “we”, “us”, “our”, and other similar terms refer to HiTech Minerals, Inc. prior to the consummation of the Business Combination and refer to US Elemental and its subsidiaries immediately following the consummation of the Business Combination.

Certain information in this section relating to the McDermitt Lithium Project is derived from, and in some instances is an extract from, the Technical Report Summary prepared in compliance with the SEC’s Modernization of Property Disclosures for Mining Registrants. Portions of the following information are based upon assumptions, qualifications and procedures that are not fully described herein. Reference is made to the full text of the Technical Report Summary, which is included as an exhibit to the registration statement of which this prospectus forms a part.

Business Overview

Overview

HiTech Minerals, Inc. (“HiTech”), a Nevada corporation, was incorporated on February 21, 2018. We are a U.S.-based critical minerals exploration and development company focused on advancing the McDermitt Lithium Project, which we believe may represent one of the largest known sediment-hosted lithium resources in the United States. We currently operate as a wholly-owned U.S. subsidiary of Jindalee. We are responsible for all on-the-ground activities related to permitting, technical studies, stakeholder engagement, and project development for the McDermitt Lithium Project.

Global demand for lithium-ion batteries, and therefore lithium, has increased rapidly in recent years, led by electric vehicle adoption and the expansion of grid-scale battery energy storage systems. Despite being one of the world’s largest consumers of lithium-ion batteries, the United States currently produces only a limited share of the lithium chemicals required for domestic manufacturing. This reliance on foreign supply has elevated lithium to a national strategic priority and a focus on strengthening domestic and allied supply chains for critical minerals.

The McDermitt Lithium Project is located within the McDermitt caldera on the Oregon — Nevada border, a region recognized for its significant lithium endowment and strategic relevance to U.S. critical minerals supply chains. The project was identified through Jindalee’s geological targeting program, after which HiTech established the McDermitt Lithium Project in 2018 by staking mineral claims on open BLM land and filing the related unpatented federal mining claims, together with required state and county mining filings.

The McDermitt Lithium Project has been accepted into the federal FAST-41 permitting program, reflecting its potential strategic importance to U.S. efforts to secure domestic lithium supplies and strengthen critical minerals supply chains. FAST-41 is a U.S. federal framework designed to improve transparency, predictability and accountability of federal environmental permitting reviews for nationally significant infrastructure and resource projects through a publicly available federal permitting timetable and enhanced inter-agency coordination.

The McDermitt Lithium Project is currently an Exploration Stage Property and we have not yet begun to extract minerals from the property. Accordingly, we have not commenced commercial production and do not currently generate revenue. To date, we have completed extensive drilling, metallurgical test works, environmental baseline studies, and other technical programs that support ongoing feasibility and permitting activities. We also participate in a cooperative research agreement with DOE to evaluate opportunities for process optimization and potential by-product recovery.

Our management team brings experience across major mining companies, large-scale project development, U.S. regulatory processes, and critical minerals strategy. As we progress the McDermitt Lithium Project, our focus is on developing a long-life U.S. domestic lithium asset that aligns with U.S. policy objectives aimed at building a secure, transparent, and resilient battery materials supply chain.

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The McDermitt Lithium Project

Project History

The McDermitt Lithium Project was first identified by Jindalee in 2018 following a regional assessment of lithium-bearing sedimentary basins in the western United States. We subsequently acquired unpatented federal mineral claims through the staking and filing of claims on open BLM land in accordance with applicable laws and regulations.

The Company completed an initial drill program at the McDermitt Lithium Project in 2018, which identified near-surface lithium mineralization and supported continued exploration of the project area. Additional drilling undertaken between 2019 and 2022 expanded the Company’s understanding of the mineralized system and informed subsequent technical studies and Mineral Resource estimates. This exploration work contributed to the delineation of a large Mineral Resource at the McDermitt site, as more fully described in the Technical Report Summary, included as exhibit 96.1 to the registration statement for which this proxy statement/prospectus forms a part.

In parallel with resource definition, we advanced metallurgical test work, environmental baseline studies, and preliminary engineering. In November 2024, Jindalee completed a Pre-Feasibility Study with respect to the McDermitt Lithium Project, which outlined a long-life, scalable development pathway for the McDermitt Lithium Project. The Pre-Feasibility Study was prepared in accordance with the reporting requirements of the JORC Code. The Pre-Feasibility Study was conducted by Jindalee and was not prepared in accordance with the S-K 1300 Standard. The Company plans to commence a Feasibility Study with respect to the McDermitt Lithium Project. When completed, the Feasibility Study is expected to be prepared in a manner intended to be compatible with both the S-K 1300 Standard and the JORC Code. The Company currently expects to commence the Feasibility Study in the second half of 2026, following completion of additional technical, permitting, and baseline work, and to complete the Feasibility Study in late 2027.

The Technical Report Summary was prepared in accordance with the S-K 1300 Standard. Please see the section entitled “Mineral Resources” below for a discussion of the Company’s Mineral Resources. For more information regarding the assumptions and parameters used to estimate Mineral Resources on the McDermitt Lithium Project, please read the Technical Report Summary.

Project Location

The McDermitt Lithium Project is located along the Oregon — Nevada border in the United States, approximately 15 miles west of the unincorporated town of McDermitt, which straddles the Oregon and Nevada border, and 75 miles northwest of the town of Winnemucca, Nevada.

The McDermitt Lithium Project lies largely within Township 41 South, Range 39 East and Township 40 South, Range 40 East in Malheur County, Oregon, and a portion also lies within Township 47 North, Range 34 East and Township 47 North, Range 35 East in Humboldt County, Nevada. The property is approximately centered on UTM Zone 11N, NAD83 412,500 m E (42.020o N latitude) and 4,652,000 m N (118.000o W longitude).

Access to the McDermitt Lithium Project from Nevada is via U.S. Route 95, travelling north from Winnemucca for approximately 75 miles (120 kilometers) to the town of McDermitt. From McDermitt, access continues west along Cordero Mine Road for approximately 4.6 miles (7.5 kilometers) to its intersection with Disaster Peak Road, followed by approximately 12.9 miles (21 kilometers) of gravel along the Disaster Peak Road and then Zimmerman Ranch Road and dirt roads to the McDermitt Lithium Project area.

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Figure 2: Road Access to Town of McDermitt

Infrastructure

The McDermitt Lithium Project is accessible by existing roadways as described above. These roadways, along with the other existing infrastructure described below, are available to support exploration and future development activities at the site:

• access to regional commercial airports located at Boise, ID, which is approximately 180-miles northeast from the project area, and Reno, NV, which is approximately 240-miles southwest from the project area;

• potential power supply from 115kV transmission lines that run parallel to U.S. Highway 95;

• available water sources including potential purchase of existing agricultural water rights from nearby ranches;

• nearby communities capable of providing personnel and contractor services, including Winnemucca, NV; and

• rail infrastructure located near Winnemucca, NV, approximately 75 miles from the project area.

Management believes the existing regional infrastructure is generally adequate to support the Company’s current exploration activities and the advancement of future project development studies.

Exploration Program

As described in more detail in the Technical Report Summary, the Qualified Persons have recommended a program consisting of approximately 50 reverse circulation (“RC”) holes, 50 core holes, geotechnical investigations, metallurgical testing and completion of an initial economic assessment. The estimated aggregate cost of the

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recommended work program, which includes evaluations of the geology and mineral resources, metallurgical testwork and the completion of an initial assessment of the economic viability of the mineral resources at the McDermitt Lithium Project, is approximately US$5.9 million.

Property Carrying Value

As of June 30, 2026, HiTech reported mining claims associated with the McDermitt Lithium Project with a carrying value of approximately $400,594 on its balance sheet. This amount primarily represents capitalized mineral claim acquisition, staking, and recording costs incurred by HiTech and should not be considered indicative of the market value of the McDermitt Lithium Project or its mineral resources.

Project Tenure

The McDermitt Lithium Project tenure spans 13,606 acres (5,506 ha), with all mining claims situated on U.S. federal land managed by the BLM, which is an agency within the U.S. Department of the Interior that is responsible for administering federal lands. Title to the McDermitt Lithium Project tenure is secured through a series of unpatented mining claims, which are unique forms of property rights that give the owner the right to explore, develop and extract mineral deposits on certain federal lands, with the ownership and management of the surface and surface resources remaining with the U.S. federal government. The majority (~85%) of the McDermitt Lithium Project tenure lies in Oregon with the remainder in Nevada.

The 888 unpatented mining claims comprising the McDermitt Lithium Project are subject to annual federal and county maintenance requirements and have been maintained for the assessment years ending September 1, 2026 and September 1, 2027, with plans to renew, through payment of applicable BLM maintenance fees and required county recording and filing fees. Each of the claims comprising the McDermitt Lithium Project are in good standing as of the date of this proxy statement/prospectus. These unpatented mining claims grant HiTech the right to all locatable minerals on the property, including lithium, and permit prospecting, mining, and processing operations, as well as uses reasonably incidental thereto. Provided that the requirements of the U.S. Mining Act, and its associated regulations are satisfied, the holder maintains a continuing right to the claims.

Exploration

Thus far, exploration at the McDermitt Lithium Project has included surface sampling, drilling, and basic geological, hydrogeological, and geotechnical work. Early surface sampling in 2018 confirmed lithium in exposed McDermitt Formation sediments, supporting the project’s exploration potential and lidar surveys completed in 2021 and 2022 were used to build a topographic model of the area.

Since acquiring the claims, we drilled 34 core holes (4,514 m) and 33 reverse-circulation (RC) holes (4,790 m) from 2018 to 2022. Five additional core holes drilled in 2025 for metallurgical testing were not used in the geological model or Mineral Resource estimate. The Qualified Person reviewed the 2025 results and found they are consistent with the existing geological interpretation.

Mineral Resources

A “mineral resource” is a concentration or occurrence of material of economic interest in or on the Earth’s crust in such form, grade or quality, and quantity that there are reasonable prospects for economic extraction. A mineral resource is a reasonable estimate of mineralization, taking into account relevant factors such as cut-off grade, likely mining dimensions, location or continuity, that, with the assumed and justifiable technical and economic conditions, is likely to, in whole or in part, become economically extractable. It is not merely an inventory of all mineralization drilled or sampled.

All previous mineral resource and mineral reserve estimations up to and including the Pre-Feasibility Study are completed in accordance with the JORC Code. As outlined in Section 5 of the Technical Report Summary, this included mineral resource and ore reserve estimates that were prepared under the JORC Code but were not compatible with the S-K 1300 Standard. Accordingly, as described in Section 11 of the Technical Report Summary, we now report our Mineral Resources in accordance with the S-K 1300 Standard as part of our exploration and evaluation activities.

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The Mineral Resources are not Mineral Reserves and do not have demonstrated economic viability. The reported Inferred Mineral Resources are considered too speculative geologically to have economic considerations applied to them that would enable them to be categorized as Mineral Reserves. There is no certainty that all or any part of this Mineral Resource will be converted into Mineral Reserves.

Mineral Resources are constrained by an open pit shell at an elevated cut-off grade of 1,000 ppm lithium, assuming open pit mining methods, a lithium carbonate price of 24,000 per tonne and the mining, processing, G&A, disposal and metallurgical recovery parameters set out in Table 1-2 of the Technical Report Summary.

The following table contains a summary of our Mineral Resource Estimate (“MRE”). The MRE is reported on 100% ownership basis. No Mineral Reserves were estimated for the McDermitt Lithium Project.

\n\n\n\n\t\t\t\t\t\t Class \n\t\t\t\t\t	\n\t\t\t\t\t\t Tonnes (Mt) \n\t\t\t\t\t	\n\t\t\t\t\t\t Li (ppm) \n\t\t\t\t\t	\n\t\t\t\t\t\t Contained LCE (Mt) \n\t\t\t\t\t
\n\t\t\t\t\t\t Indicated \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,030 \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,450 \n\t\t\t\t\t	\n\t\t\t\t\t\t 7.9 \n\t\t\t\t\t
\n\t\t\t\t\t\t Inferred \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,440 \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,320 \n\t\t\t\t\t	\n\t\t\t\t\t\t 10.1 \n\t\t\t\t\t

Notes:

• Mt is million tonnes.

• LCE is Lithium Carbonate Equivalent

• Figures may not sum due to rounding to the appropriate level of precision for the reporting of Mineral Resources.

• Mineral Resources are reported in-situ (point of reference); figures are reported in metric tonnes.

• Mineral Resources are constrained by an open pit shell at an elevated cut-off grade of 1,000 ppm lithium using the following assumptions: lithium carbonate price of $24,000/t; mining cost of $7.08/t mill feed dry; process cost of $79.54/t mill feed dry; G&A cost of $3.76/t; disposal costs of $7.46/t mill feed dry; 89.5% process recovery for Unit 4, 84.6% process recovery for Unit 6, 80.39% process recovery for Unit 8 and 69.8% process recovery for Unit 10; overall slope angle of 42-49 degrees.

• Mineral Resources were prepared in accordance with the definitions in the S-K 1300 Standard.

• The Mineral Resource estimate incorporates assumed overall metallurgical process recoveries of 89.5% for Unit 4, 84.6% for Unit 6, 80.39% for Unit 8 and 69.8% for Unit 10, with an overall average recovery of approximately 83%. These recovery assumptions are based on metallurgical testwork conducted since 2019 and ongoing, with programs supervised by Fluor since 2023 and focused Units 4, 6, 8 and 10, which host the primary lithium mineralization. The current preferred processing route comprises attrition beneficiation, sulfuric acid leaching, solution purification and lithium carbonate precipitation. Recovery estimates assume a front-end beneficiation stage at 250 microns followed by leaching, with a 2% recovery loss applied to account for impurity removal in the final cleanup and lithium carbonate precipitation stages.

Internal Controls Over Exploration and Mineral Resource Estimation

HiTech’s exploration activities and mineral resource estimation process are supported by technical procedures, quality assurance and quality control practices, and independent qualified person review undertaken in connection with the preparation of the Technical Report Summary for the McDermitt Lithium Project. The Technical Report Summary was prepared in accordance with S-K 1300 and supports the mineral resource estimate disclosed in this proxy statement/prospectus.

Drilling, sampling and logging activities supporting the mineral resource estimate were conducted under the supervision of HiTech geologists. The Technical Report Summary describes the use of established sampling procedures for diamond core and reverse circulation drilling, including sample collection, logging, photographing, cutting, labeling, sealing and secure storage prior to transportation to the laboratory. Quality assurance and quality control procedures were applied to the drilling campaigns supporting the mineral resource estimate, including the use of certified reference materials, blanks and field duplicate samples.

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ALS was used as the primary assay laboratory for the drill programs. ALS is an ISO/IEC 17025-certified laboratory and is independent of HiTech. Samples were prepared and analyzed using established laboratory procedures, including crushing, splitting and pulverizing, followed by four-acid digestion and inductively coupled plasma mass spectroscopy analysis for lithium and other elements.

The qualified person responsible for the geology and mineral resource sections of the Technical Report Summary performed data verification procedures, including a site inspection, review of core and reverse circulation chip samples, inspection of the sample storage facility, checks of assay values against original assay certificates, review of geological logging, collar survey checks and analysis of sample recovery relative to lithium grade. The qualified person reported no obvious issues in the database, geological logging or collar survey information reviewed.

Based on the procedures described in the Technical Report Summary, the qualified person concluded that the sample preparation, security and analytical procedures are appropriate and fit for the purpose of establishing an analytical database for use in mineral resource estimation. The qualified person also concluded that the data supporting the geology and mineral resources is adequate for the purposes used in the Technical Report Summary.

The mineral resource estimate was prepared in accordance with S-K 1300 and classified based on consideration of data quality, sample spacing, geological continuity and grade continuity. Indicated mineral resources are confined to areas of closer-spaced drilling, while inferred mineral resources are restricted to blocks within 1,000 meters of the nearest drill hole, and that geological uncertainties were considered in the final classification of the mineral resource estimate.

Industry Overview and Market Opportunity

Market and Industry Data

Unless otherwise indicated, certain information in this section regarding lithium market size, demand growth, pricing and geographic supply-chain concentration is derived from third-party sources and industry reports. Such market and industry data involves assumptions and limitations, and there can be no assurance as to its accuracy or completeness.

Demand Growth and End-Use Drivers

Lithium is a critical mineral used primarily in lithium-ion batteries, which power electric vehicles (“EVs”), battery energy storage systems (“BESS”), consumer electronics and certain industrial applications. Demand for lithium chemicals is driven predominantly by growth in EV adoption and the accelerating deployment of stationary energy storage for grid reliability and renewable energy integration.

Recent market data indicates that global lithium-ion battery demand continues to expand rapidly. Benchmark Mineral Intelligence estimates that global lithium-ion battery demand increased by approximately 29% in 2025 to around 1.6 terawatt hours, driven primarily by sustained growth in EV sales, with energy storage representing the fastest-growing segment.

BESS demand has increased materially in recent periods and is expected to continue contributing to lithium demand growth. Industry data indicates that global BESS installations increased to approximately 315 gigawatt hours in 2025, representing year-over-year growth of more than 50%, with particularly strong growth observed in the United States and China. Forecasts indicate continued expansion in 2026, supported by increasing grid-modernization investment, renewable energy integration and rising power demand associated with data-center and electrification trends.

EV adoption is expected to remain the largest contributor to lithium demand growth. Third-party market data indicates global EV sales (including battery electric vehicles and plug-in hybrid vehicles) are projected to continue increasing through the decade, supported by policy incentives, declining battery costs and increased consumer adoption.

Stationary energy storage systems are also an increasingly important contributor to lithium demand growth. Industry data indicates substantial growth in BESS installations in recent periods, driven by increasing renewable energy penetration and the need for grid stabilization capacity, particularly in North America, Europe and Asia.

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Lithium Pricing and Market Dynamics

Lithium prices have historically been volatile and are influenced by changes in demand growth, inventory levels across the supply chain, project development timelines, operating disruptions and broader macroeconomic conditions.

Recent market commentary indicates that the lithium market experienced a period of relative oversupply and inventory build during 2024 and much of 2025, followed by a phase of inventory drawdown and improving market balance heading into 2026.

Through the first half of 2026, lithium prices strengthened relative to prior period lows, supported by tightening feedstock supply, regulatory constraints in certain producing jurisdictions and continued demand growth from battery markets. However, lithium pricing remains inherently cyclical and subject to fluctuations over time.

Looking forward, third-party market analyses indicate that lithium market balances may tighten through the latter part of the decade, with potential supply deficits emerging as demand growth continues to outpace the development and commissioning of new supply sources. These dynamics are expected to require higher pricing levels over time to incentivize the development of additional supply, particularly from higher-cost or more technically complex projects.

As a result, long-term lithium pricing is generally evaluated based on forward-looking supply-demand fundamentals and incentive pricing frameworks, rather than short-term spot market conditions.

Lithium Price Outlook and Technical Assumptions

According to Benchmark Mineral Intelligence (Q2 2024), lithium carbonate prices are projected to increase materially through the late 2020s from cyclical lows of approximately US$14,000 per metric ton to a potential peak of approximately US$36,500 per metric ton, driven by anticipated supply deficits emerging around 2030. Prices are subsequently forecast to moderate toward a long-term incentive price of approximately US$29,000 per metric ton (in real 2024 terms), reflecting the pricing levels required to support higher-cost sources of supply and sustain long-term market balance.

The Company’s Technical Report Summary utilizes a long-term lithium carbonate price assumption of approximately US$24,000 per metric ton. This assumption represents a central and balanced pricing outcome within the range of independently published long-term market outlooks and reflects a forward-looking view of market conditions over the anticipated production period, including consideration of projected supply-demand dynamics and long-term incentive pricing required to support new supply development.

This price assumption is considered appropriate for evaluating a long-life mineral project at the current level of study, as it reflects expected long-term market conditions rather than short-term price volatility. Sensitivity analysis has been performed to illustrate the impact of potential variations in lithium prices on project economics.

Geographic Concentration and Global Supply-Chain Flows

Lithium supply and processing are globally distributed but remain concentrated across key jurisdictions and stages of the value chain. Australia and South America represent significant sources of primary lithium extraction, including hard-rock and brine supply, while downstream conversion capacity and battery manufacturing are more concentrated in Asia.

A substantial majority of globally extracted lithium is processed in China, either through domestic production or imported feedstock. A significant proportion of global lithium supply is consumed or processed in China, while China represents a smaller share of global mined supply, reflecting the concentration of downstream refining capacity.

Global trade flows in lithium chemicals and concentrates link multiple regions and end-markets, including Asia, Europe and North America as major demand centers, and Australia, South America and certain African jurisdictions as primary sources of supply. These cross-border supply chains highlight the importance of logistics, processing capacity and geopolitical considerations in determining effective supply availability.

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Our Strategies

Our strategy is to advance the McDermitt Lithium Project as a large-scale, long-life source of domestic lithium supply that supports U.S. manufacturing, technology, energy security, defense and industrial supply chain objectives. We are focused on disciplined project development, regulatory approval readiness, and technical excellence to position the McDermitt Lithium Project as a strategically significant U.S. lithium asset.

Advance McDermitt Lithium Project Through a Rigorous, Permitting-Ready Development Pathway

We are advancing the McDermitt Lithium Project through a structured program of technical studies, environmental baseline work and regulatory engagement, with a current focus on progressing the project toward a Feasibility Study. The Feasibility Study is intended to provide the level of technical and economic confidence typically required to support a final investment decision and underpin subsequent mine-level permitting and development decisions. This work includes ongoing metallurgical testwork, mine planning, engineering design and economic analysis, and is being undertaken in parallel with continued coordination with state and federal agencies under the FAST-41 program. Participation in the FAST-41 program provides a coordinated federal framework to support a transparent and defensible permitting process.

The next major permitting milestones are expected to include preparation and submission of a mine-level Plan of Operations to the BLM, together with continued progression of state permitting requirements in Oregon and Nevada.

Strengthen Technical Foundations Through Ongoing Metallurgical and Process Optimization

We continue to refine our understanding of mineralogy and processing characteristics through metallurgical test work, flowsheet development, and collaboration with research partners. This includes our cooperative research agreement with DOE, which is focused on evaluating opportunities to enhance process efficiency and assess potential by-product recovery pathways.

Build a Scalable, U.S.-Aligned Lithium Supply Opportunity

We intend to position the McDermitt Lithium Project to supply battery-grade lithium products to U.S. manufacturers seeking long-term, reliable domestic sources of critical minerals. Our strategy includes aligning project development with the needs of battery producers, automotive manufacturers, and industrial users that are expanding U.S. production capacity and seeking to reduce exposure to foreign supply chains.

Maintain Strong Stakeholder, Community, and Government Engagement

We are committed to early, consistent, and transparent engagement with local communities, Tribal governments, regulators, and regional stakeholders. Our approach emphasizes open communication, responsible land stewardship, and alignment with local and regional priorities throughout the McDermitt Lithium Project’s development.

Apply Disciplined Capital Management and Development Planning

We focus on prudent allocation of capital, staged technical de-risking, and maintaining flexibility in project design as new information becomes available. Our development approach is structured to support long-term project viability, operational resilience, and alignment with U.S. industrial and supply chain objectives.

Build a Capable, U.S.-Based Operating Platform

We are strengthening our U.S. operating capabilities through targeted recruitment, partnerships, and the development of internal systems that support compliance, permitting, technical execution, and stakeholder management. Our team brings experience in large-scale mining projects, U.S. regulatory processes, and critical minerals strategy.

Our Competitive Advantages

Our competitive advantages reflect the scale and quality of the McDermitt Lithium Project, the strength of our technical and operational foundations, and our positioning within a rapidly evolving U.S. critical minerals landscape. These attributes provide a differentiated platform for advancing a potential long-life, cost-competitive domestic lithium operation and support our ability to participate in improving lithium market fundamentals. Together, they form the basis of our ability to progress the McDermitt Lithium Project responsibly, efficiently, and with a clear alignment to U.S. supply chain priorities.

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Significant U.S. Lithium Resource Base

The McDermitt Lithium Project contains estimated Indicated Mineral Resources of 7.9 million tonnes of LCE and estimated Inferred Mineral Resources of 10.1 Mt of LCE. Inferred Mineral Resources represent a majority of the total contained LCE and are subject to a higher degree of geological uncertainty; there is no certainty that any part of the Inferred Mineral Resources will be upgraded or converted to Mineral Reserves. The Company believes the scale of the Mineral Resource positions McDermitt as a potentially significant long-term source of domestic lithium supply, subject to further technical studies, permitting, financing and development.

The anticipated scale, thickness and geological continuity of the McDermitt deposit are expected to support a long-life operation, with technical studies indicating potential for an initial mine life of approximately 60 years. This combination of size, longevity and continuity is uncommon among U.S. lithium projects and provides a strong foundation for supplying domestic lithium demand over an extended period.

This resource position positions the McDermitt Lithium Project as a unique Lithium Resource Base within the U.S. critical minerals sector and underpins its strategic relevance to domestic battery supply chains and U.S. critical minerals objectives.

Potential for a Low-Cost, Long-Life Operation

The size and geological characteristics of the Mineral Resource, combined with ongoing metallurgical test work and process optimization, indicate the potential for a long-life operation with competitive operating parameters. A project with scale, longevity, and cost efficiency has the potential to deliver strong margins across commodity cycles and support stable supply into U.S. manufacturing ecosystems.

Well Positioned to Capitalize on Improving Lithium Fundamentals

As U.S. battery manufacturing capacity expands and supply chain resilience becomes a national priority, demand for a reliable domestic lithium supply continues to strengthen. The McDermitt Lithium Project’s scale, jurisdiction, and development pathway position us to benefit from improving lithium market fundamentals, including increased domestic sourcing requirements, long-term supply agreements, and investment in U.S. battery and energy storage infrastructure.

Potential to Enhance Project Economics Through Magnesium Byproduct Recovery

Ongoing metallurgical and process development work indicates the potential to recover magnesium as a byproduct from the Mineral Resource of the McDermitt Lithium Project. If technically and commercially viable, magnesium recovery could provide an additional revenue stream, improve overall resource utilization, and enhance project economics. Evaluating this opportunity forms part of our broader approach to optimizing the project’s flowsheet and assessing value accretive byproduct pathways.

Experienced Team with a Proven Track Record in Mining and Project Development

Our leadership team brings extensive experience across large-scale mining operations, U.S. permitting processes, project development, and critical minerals strategy. This depth of expertise supports disciplined technical execution, regulatory readiness, and stakeholder engagement, and provides a strong platform for advancing the McDermitt Lithium Project through its next stages of development.

Competition

We compete with other mining and exploration companies for capital, talent, equipment, land access, and strategic partnerships. The lithium mining industry is highly competitive, with participants ranging from established major mining companies to junior exploration companies and state-sponsored enterprises. Many competitors may have greater financial resources, more advanced projects, or longer operating histories.

The hiring of key personnel is also intensely competitive. The mineral exploration and mining industry is currently facing a shortage of experienced mining professionals, and such personnel may not be available. If they are available, their services may be offered at costs that are greater than expected, resulting in an increase in our costs. This competition affects us by increasing the time and cost of conducting exploration activities.

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Our competitive advantages include the significant scale of our U.S.-based lithium resource, the potential for a long-life, cost-competitive operation positioned in the bottom half of the global lithium cost curve, our alignment with U.S. critical minerals policy objectives, and the potential to enhance project economics through magnesium by-product recovery. Our experienced team brings depth across large-scale mining operations, U.S. permitting processes, project development, and critical minerals strategy. See “Our Competitive Advantages” under the Business Overview section above for further details.

Other Exploration Properties

In addition to the McDermitt Lithium Project, the Company holds the Clayton North Project, an early-stage lithium exploration property in Nevada that is not material to the Company’s current development plans.

The Clayton North Project, is an early-stage lithium exploration property in Nevada, currently the only producing lithium operation in the United States. The Clayton North Project comprises claims covering areas of lithium-bearing claystones that outcrop within the claims area.

Limited initial drilling has been completed at Clayton North, with results preliminary in nature.

The Clayton North Project is at an early stage of exploration, does not form part of the Mineral Resource estimates for the McDermitt Lithium Project, is not included in the Company’s Technical Report Summary, and is not currently the subject of development studies. Any future exploration activities at Clayton North would be subject to further evaluation and have not been incorporated into the Company’s current development strategy.

Intellectual Property

We do not currently hold material registered patents or trademarks. Our intellectual property primarily consists of proprietary geological data, technical know-how related to lithium extraction and processing from sediment-hosted deposits, and confidential business information developed through our exploration, metallurgical test work, and engineering study programs. We also rely on trade secrets and confidentiality agreements with employees, contractors, and consultants to protect our proprietary information. Our cooperative research agreement with the U.S. Department of Energy relates to process optimization and by-product recovery evaluation, and any intellectual property developed under this agreement is subject to the terms of that arrangement.

Seasonality and Business Cycles

Mining operations can be subject to certain seasonal and business cycles due to fluctuations in commodity prices according to global economic trends and conditions. Significant demand for lithium and other commodities in many countries is driving increased prices, but it is difficult to assess how long such demand may continue. Fluctuations in supply and demand of mined resources in various regions throughout the world are common.

Human Capital

We currently have 7 employees, including 6 full-time employees. Once we commence construction of the mine, we expect that direct on-site construction employment will consist of approximately 1,000 roles over a nominal three-year construction period. Additional off-site roles will be generated in engineering and procurement, manufacturing and fabrication of components, and logistics.

Direct operational employment is estimated at approximately 600 full-time roles. Once operational, total direct wages (excluding on-costs such as leave, social security contributions, etc.) are forecast to exceed $50 million per annum.

It is expected that substantial additional indirect employment will be generated in addition to the direct on-site roles. To the extent possible, the construction and operations workforces will be recruited locally.

Non-Mining Properties

The Company maintains an office in McDermitt, Nevada to support management activities during site visits and leases a core storage facility from the local fire station for drill core logging and storage. Neither facility is material to operations, as management is able to work remotely and core processing can be conducted at alternative third-party facilities if needed.

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Government Regulation

Our exploration and future development activities at the McDermitt Lithium Project are subject to extensive federal, state and local laws, regulations and permitting requirements relating to mineral tenure, mining and exploration, environmental protection, reclamation and closure, water use, air quality, waste management, endangered and protected species, cultural resources, Native American heritage, occupational health and safety, and other matters. We seek to conduct our activities in compliance with applicable laws and regulations; however, the permitting and regulatory framework applicable to mining projects in the United States is complex, time-consuming and subject to change, and failure to comply could result in fines, penalties, operational restrictions or delays that could have a material adverse effect on our business, financial condition and results of operations.

Mineral Tenure and U.S. Mining Laws

The McDermitt Lithium Project is located entirely on U.S. federal lands administered by the BLM. Our mineral rights are held through a series of unpatented mining claims, comprising overlapping placer and lode claims with a net area of approximately 5,506 hectares, of which approximately 85% lie in Oregon where the current Mineral Resources are located. Unpatented mining claims provide the holder with rights to locatable minerals, including lithium, and allow for prospecting, mining and processing operations and reasonable incidental uses, subject to compliance with the U.S. Mining Act and associated regulations.

To maintain our unpatented claims in good standing, we must satisfy ongoing maintenance obligations, including payment of annual maintenance fees to the BLM and county recording fees in Malheur County, Oregon and Humboldt County, Nevada. There is some ambiguity in U.S. mining law regarding whether sedimentary-hosted lithium deposits such as at the McDermitt Lithium Project are most appropriately located as lode or placer claims. To minimize the risk that claims could be brought to challenge whether the sedimentary-hosted lithium deposits are improperly characterized, we have double-staked key areas by registering placer claims over lode claims in portions of the current Mineral Resource area and may need to stake additional placer claims as the project advances. Although we do not currently pay any production royalties on our claims, U.S. mining law and royalty regimes have been the subject of legislative and regulatory reform proposals, and the introduction of new federal or state royalties, fees or other obligations applicable to hard-rock mining on public lands could adversely affect the economics of the McDermitt Lithium Project.

Permitting and Environmental Review

Our exploration and development activities on federal lands require approvals from the BLM and other federal agencies. In December 2025, the BLM approved our exploration plan of operations (“EPO”) following completion of an environmental review process under the National Environmental Policy Act (“NEPA”) that included publication of a draft Environmental Assessment for public review and consultation with relevant federal, state and local agencies. The EPO project boundary reflects the area currently covered by that approval, which may be revisited as we develop a future Mining Plan of Operations. Two appeals have been lodged against the EPO approval, one in District Court and one progressing through the Interior Board of Land Appeals, and there can be no assurance as to the timing or outcome of those proceedings.

Further development of the McDermitt Lithium Project beyond early-stage exploration is expected to require approval of a Mining Plan of Operations by the BLM and additional review under NEPA, which we expect will include preparation of a full environmental impact statement and issuance of a Record of Decision before mining operations may be approved. In addition to BLM approvals, key federal permits and consultations are expected to include a Clean Water Act Section 404 permit from the U.S. Army Corps of Engineers, as well as compliance with the Endangered Species Act and Bald and Golden Eagle Protection Act administered by the U.S. Fish and Wildlife Service. As part of these reviews, the project may be subject to avoidance measures, compensatory mitigation and seasonal operating restrictions, including measures relating to greater sage-grouse and other sensitive species.

We have initiated numerous baseline studies to support current and future permitting activities, including cultural resource surveys, biological baseline studies for sage grouse, Lahontan cutthroat trout, pygmy rabbits, migratory birds, burrowing owls and monarch butterflies, as well as hydrologic, soil, socioeconomic and drought related studies. The permitting process is inherently uncertain, may involve multiple jurisdictions and public hearings, and can be subject to delays, additional conditions, changes in law or regulatory interpretation and legal challenge.

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State and Local Regulation

In addition to federal requirements, the McDermitt Lithium Project is subject to state and local mining, environmental, water and land-use laws and regulations in Oregon and Nevada. In Oregon, exploration and development activities may require permits or approvals from the Oregon Department of Geology and Mineral Industries (“DOGAMI”), including approvals under the consolidated permit application process for chemical process mining, and additional permits relating to water rights, dam safety, drinking water, water pollution, air emissions and discharges from agencies such as the Oregon Water Resources Department, Oregon Health Authority and Oregon Department of Environmental Quality. County-level approvals in Malheur County, Oregon include a Land Use Compatibility Statement and a Greater Sage-Grouse permit, and additional county permits and land-use approvals may be required as the project advances. A small portion of our claims lies in Nevada, and any future activities in that area may require compliance with Nevada-specific permitting and environmental requirements administered by Nevada agencies.

The project area is also subject to existing grazing uses on BLM lands, and future development activities are expected to require coordination with grazing rights holders and local stakeholders. The McDermitt Lithium Project area has cultural and Native American heritage significance, and cultural study agreements are in place with the Fort McDermitt Paiute-Shoshone Tribe, the Shoshone-Paiute Tribes of the Duck Valley Reservation and the Burns Paiute Tribe, and tribal monitors are being engaged for activities that may create new disturbance.

Impact of Regulation on Costs and Operations

Compliance with permitting and regulatory requirements may require completion of additional environmental and technical studies, preparation of operating and reclamation plans, implementation of mitigation measures, provision of financial assurance or bonding, and ongoing reporting, monitoring and consultation obligations. Evolving laws and regulations may necessitate additional engineering controls, environmental mitigation measures, water management infrastructure, monitoring programs and reporting systems, which can increase initial and sustaining capital costs over the life of the project and affect operating costs through conditions placed on air emissions, water quality, waste management, wildlife protection or cultural resource management. Any non-compliance could delay, limit or prohibit operations, or result in fines, penalties or other sanctions.

Government Contracts and Incentives

FAST-41 Permitting Program

The McDermitt Lithium Project has been accepted into the federal FAST-41 permitting program, reflecting its potential strategic importance to U.S. efforts to secure domestic lithium supplies and strengthen critical minerals supply chains. In 2025, the McDermitt Lithium Project was one of only 10 resource projects initially listed as a FAST-41 Transparency Project. FAST-41 is a U.S. federal framework intended to improve transparency, predictability and accountability of federal environmental permitting reviews for nationally significant infrastructure and resource projects through a publicly available permitting timetable and enhanced inter-agency coordination.

Although FAST-41 does not change the underlying substantive standards for permitting or guarantee timely approvals, participation may help improve coordination among agencies and provide greater visibility into the permitting schedule.

U.S. Department of Energy Cooperative Research and Development Agreement

We participate in a cooperative research and development agreement with DOE, through Ames National Laboratory and the Critical Materials Innovation Hub, together with other research and government partners, to evaluate opportunities for process optimization and potential by-product recovery. The collaboration is focused on characterizing lithium and other critical minerals and testing extraction methods intended to improve efficiency, lower water and acid use, and assess potential co-product recovery pathways. This agreement does not create a guaranteed offtake, financing commitment or other long-term commercial support arrangement.

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Other Government Programs

The Company may from time to time apply for or participate in other U.S. federal and state programs that support domestic critical mineral projects, including grant, loan and tax incentive programs administered by DOE, the U.S. Department of Defense and other agencies. Other than FAST-41 participation and the DOE cooperative research agreement described above, there are no other material government contracts, grants, loans or awards currently in place in respect of the McDermitt Lithium Project.

Legal Proceedings

From time to time, we may become involved in legal proceedings or be subject to claims that arise in the ordinary course of our business, the outcomes of which are subject to uncertainty. Any claims against us, whether meritorious or not, can be time-consuming, result in costly litigation, require significant management time and result in the diversion of significant operational resources. In April 2026, Oregon Natural Desert Association, Great Old Broads for Wilderness, and Great Basin Resource Watch filed an action in the United States District Court challenging certain federal approvals relating to exploration activities at the McDermitt Lithium Project. The proceedings allege, among other things, deficiencies in the environmental review process conducted by BLM and seek, among other remedies, further environmental review. HiTech. has moved to intervene in the action as a proposed defendant-intervenor in order to protect its interests in the McDermitt Lithium Project.

The Company believes that the relevant federal approvals were properly granted in accordance with applicable law and intends to defend the proceedings vigorously. At this time, the proceedings are at an early stage and no determinations on the merits have been made.

Based on information currently available, the Company does not expect the proceedings, either individually or in the aggregate, to have a material adverse effect on its business, financial condition or results of operations. However, there can be no assurance regarding the timing or outcome of the proceedings, or that they will not result in additional costs, delays or changes to regulatory requirements.

Other than as described above, the Company is not currently a party to any legal proceedings which, if determined adversely to the Company, would individually or in the aggregate have a material adverse effect on the Company’s business or financial condition.

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EXECUTIVE COMPENSATION OF HITECH

Unless the context requires otherwise, references to “HiTech,” “we,” “us,” “our” and the “Company” in this section are to HiTech prior to the Business Combination and US Elemental following the Business Combination.

HiTech is currently a wholly-owned subsidiary of Jindalee, which is responsible for managing the day-to-day operations of HiTech and determining compensation for the individuals who manage HiTech’s business. Accordingly, HiTech does not maintain a separate compensation-setting function, and all compensation decisions for such individuals have been made by Jindalee.

During the fiscal years ended June 30, 2026 and June 30, 2025, Jindalee had three individuals serving as executive officers. During the fiscal year ended June 30, 2025, Jindalee had two individuals serving as executive officers. Accordingly, these individuals constituted the Company’s named executive officers for such fiscal years.

The following discussion provides an overview of the significant elements of the historical compensation program for Ian Rodger, Jindalee’s Managing Director and Chief Executive Officer, and Lindsay Dudfield, Jindalee’s Executive Director and Tristan Garthe, Jindalee’s Chief Financial Officer (collectively, the “Named Executive Officers”), each of whom is expected to serve as an executive officer of US Elemental after the Closing. The compensation described below was paid by Jindalee.

Certain of HiTech’s executive officers and directors, including Ian Rodger, Tristan Garthe and Lindsay Dudfield, are expected to become executive officers and/or directors of US Elemental upon the consummation of the Business Combination. They will continue to be compensated by the Jindalee ESIP (as defined below). The other executive officers and directors of US Elemental are expected to be compensated under the US Elemental 2026 Plan; provided however, that any executive officers of US Elemental who are also employed by Jindalee, or any directors of US Elemental who are also directors of Jindalee, will be compensated under the Jindalee ESIP. See “Certain Relationships and Related Person Transactions — HiTech’s Related Person Transactions — Shared Services Agreement” for additional information.

This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. Actual compensation programs that we adopt following the Business Combination may differ materially from the currently planned programs summarized in this discussion.

Summary Compensation Table

The following table sets forth information concerning the compensation of our Named Executive Officers for the years ended June 30, 2026 and June 30, 2025.

\n\n\n\n\t\t\t\t\t\t

Name and Principal Position

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Year

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Salary
(AUD$)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Equity
Awards
(AUD$)(3)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

All Other
Compensation
(AUD$)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Total
(AUD$)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Ian Rodger,
Managing Director and Chief Executive Officer

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2026

\n\t\t\t\t\t

\n\t\t\t\t\t\t

375,213

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

86,241

\n\t\t\t\t\t

\n\t\t\t\t\t\t

47,927

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(4)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

509,381

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2025

\n\t\t\t\t\t

\n\t\t\t\t\t\t

359,928

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

552,994

\n\t\t\t\t\t

\n\t\t\t\t\t\t

32,687

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(4)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

945,609

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Tristan Garthe,
Chief Financial Officer

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2026

\n\t\t\t\t\t

\n\t\t\t\t\t\t

196,154

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(1)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

63,639

\n\t\t\t\t\t

\n\t\t\t\t\t\t

39,868

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(5)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

299,661

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2025

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Lindsay Dudfield,
Executive Director

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2026

\n\t\t\t\t\t

\n\t\t\t\t\t\t

203,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(2)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

203,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2025

\n\t\t\t\t\t

\n\t\t\t\t\t\t

198,000

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(2)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

14,075

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

212,075

\n\t\t\t\t\t

____________

(1) Mr. Garthe was appointed as Chief Financial Officer of Jindalee on October 13, 2025, and his fiscal year 2026 compensation reflects the pro rata amount earned in 2026.

(2) Salary comprises consultancy fees paid to Jopan Management Pty Ltd, an entity related to Mr. Dudfield, pursuant to the Dudfield Consultancy Agreement (as defined below).

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(3) Option Awards represent the grant date fair value of options granted under the Jindalee ESIP, computed in accordance with FASB ASC Topic 718 using the Black-Scholes option pricing model. The Black-Scholes model incorporates assumptions regarding expected volatility, expected term, risk-free interest rate and dividend yield. Expected volatility was based on the historical volatility of Jindalee’s ordinary shares over a period consistent with the expected term of the options. The expected term was estimated based on the contractual term of the options. The risk-free interest rate was determined based on Australian government bond yields with maturities corresponding to the expected term of the options. A dividend yield of zero was assumed, as Jindalee has not historically paid dividends.

(4) All Other Compensation for Mr. Rodger consists of statutory superannuation contributions (AUD$47,420 in 2026; AUD$41,401 in 2025), plus an annual leave adjustment of $507 in 2026, offset by an annual leave adjustment of (AUD$8,714) in 2025.

(5) All Other Compensation for Mr. Garthe consists of statutory superannuation contributions (AUD$23,816 in 2026), plus an annual leave adjustment of $16,052.

Narrative Disclosure to the Summary Compensation Table

The compensation of the Named Executive Officers generally consists of base salary and equity compensation, and other benefits, as described below.

Base Salary

Mr. Rodger receives an annual base salary of AUD$396,000 pursuant to the Rodger Employment Agreement (as defined below) with Jindalee (as amended effective July 1, 2025, from an initial rate of AUD$360,000). Mr. Dudfield’s services are provided pursuant to the Dudfield Consultancy Agreement (as defined below) at a daily rate of AUD$1,000 (plus GST) for time worked.

Equity Compensation

Options to purchase Jindalee Shares have been granted to the Named Executive Officers under Jindalee’s Employee Securities Incentive Plan (the “Jindalee ESIP”). The terms of the Jindalee ESIP are discussed in more detail below.

These options do not carry any dividend or voting rights prior to exercise. The grant date fair values reflected in the “Option Awards” column of the Summary Compensation Table were calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option pricing model. Under the ASX Listing Rules, equity awards to directors under an employee incentive scheme require shareholder approval, and all Jindalee Options granted to the Named Executive Officers and reflected in the tables above were duly approved by Jindalee shareholders prior to grant. None of the Jindalee Options granted to the Named Executive Officers are performance-based. The options are subject to continued service — based vesting conditions and, in accordance with the terms of Jindalee’s Employee Securities Incentive Plan, unvested options lapse upon cessation of service, unless the board of directors determines otherwise in its discretion. Vested options also lapse upon resignation or termination, unless the board of directors determines otherwise in its discretion. The exercise prices and expiration dates of the Jindalee Options are set out in the Outstanding Equity Awards table below.

Retirement Benefits

Mr. Rodger participates in Australia’s compulsory superannuation system, pursuant to which employers are required to make retirement savings contributions at a prescribed statutory rate based on ordinary time earnings. Jindalee applies this statutory contribution rate to Mr. Rodger’s ordinary time earnings, including amounts in excess of the applicable maximum contribution base. All superannuation contributions made on behalf of Mr. Rodger are reflected in the “All Other Compensation” column of the Summary Compensation Table. Jindalee does not provide Mr. Rodger with any other pension arrangements, supplemental retirement benefits, perquisites or personal benefits outside of this system. Mr. Dudfield does not receive superannuation contributions or other benefits in connection with his consultancy arrangement.

Other Elements of Compensation

No other elements of compensation were paid to, or earned by, the Named Executive Officers in fiscal years 2026 or 2025.

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Outstanding Equity Awards as of the Year Ended June 30, 2026

The following table summarizes the number of Jindalee Shares underlying outstanding equity awards for each Named Executive Officer as of June 30, 2026.

\n\n\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

\n\n\n\n\t\t\t\t\t\t Name \n\t\t\t\t\t	\n\t\t\t\t\t\t OptionAwards \n\t\t\t\t\t
\n\t\t\t\t\t\t Number of securities underlying unexercised options exercisable (#) \n\t\t\t\t\t	\n\t\t\t\t\t\t Number of securities underlying unexercised options unexercisable (#) \n\t\t\t\t\t	\n\t\t\t\t\t\t Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) \n\t\t\t\t\t	\n\t\t\t\t\t\t Option exercise price (AUD$) \n\t\t\t\t\t	\n\t\t\t\t\t\t Option expiration date \n\t\t\t\t\t
\n\t\t\t\t\t\t Ian Rodger \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,500,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 1.50 \n\t\t\t\t\t	\n\t\t\t\t\t\t 02/27/2027 \n\t\t\t\t\t
	\n\t\t\t\t\t\t 1,500,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 2.50 \n\t\t\t\t\t	\n\t\t\t\t\t\t 02/27/2027 \n\t\t\t\t\t
	\n\t\t\t\t\t\t 1,500,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 0.60 \n\t\t\t\t\t	\n\t\t\t\t\t\t 12/31/2027 \n\t\t\t\t\t
	\n\t\t\t\t\t\t 1,500,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 1.00 \n\t\t\t\t\t	\n\t\t\t\t\t\t 12/31/2027 \n\t\t\t\t\t
	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,500,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 1.50 \n\t\t\t\t\t	\n\t\t\t\t\t\t 12/31/2028 \n\t\t\t\t\t
\n\t\t\t\t\t\t Lindsay Dudfield \n\t\t\t\t\t	\n\t\t\t\t\t\t 500,000 \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 0.60 \n\t\t\t\t\t	\n\t\t\t\t\t\t 12/31/2027 \n\t\t\t\t\t
\n\t\t\t\t\t\t Tristan Garthe \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t 549,141 \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t 0.825 \n\t\t\t\t\t	\n\t\t\t\t\t\t 03/19/2030 \n\t\t\t\t\t

Equity-Based Compensation

On November 18, 2025, the Jindalee Board approved the grant to Mr. Garthe of 144,880 performance rights to acquire Jindalee Shares under the Jindalee ESIP (shareholder approval was not required), as a short-term incentive award in respect of calendar year 2026. The performance rights were issued in five tranches, each expiring on November 18, 2028, and vesting upon achievement of the following milestones by the specified dates: (i) Class I (14,488 rights) — a non-binding offtake agreement is reached with a major U.S. customer, by December 31, 2026; (ii) Class J (57,952 rights) — completion of a SPAC transaction or similar transaction raising gross proceeds of at least US$20 million (before expenses) to progress the McDermitt Feasibility Study, by June 30, 2026; (iii) Class K (28,976 rights) — the daily volume-weighted average share price of Jindalee Shares exceeds AUD$0.80 for a period of 30 days, by December 31, 2026; (iv) Class S (21,732 rights) — delivery of a Board-approved fiscal year 2027 budget and supporting financial model in the first half of 2026, with a high level of accuracy and no material re-work, by June 30, 2026; and (v) Class T (21,732 rights) — presentation of a Phase 1 Board-approved funding strategy for the McDermitt DFS and construction phase, by December 31, 2026.

Executive Compensation Arrangements

Ian Rodger

Mr. Rodger is employed pursuant to an executive service agreement with Jindalee, the parent company of HiTech, which was effective as of January 1, 2024 (as amended, the “Rodger Employment Agreement”). Pursuant to that agreement, Mr. Rodger was appointed as Chief Executive Officer of Jindalee on January 22, 2024, and received an annual base salary of AUD$360,000, plus superannuation contributions. The Rodger Employment Agreement requires three (3) months’ written notice for termination by either party (other than for cause). The Company may terminate the agreement immediately for serious misconduct, in which case no termination or severance payment is payable.

Effective on July 1, 2025, Mr. Rodger was appointed Managing Director of Jindalee, in addition to his role as Chief Executive Officer. In connection with this appointment, the Rodger Employment Agreement was amended to increase his base salary from AUD$360,000 to AUD$396,000 per annum (exclusive of statutory superannuation). Mr. Rodger is also eligible to participate in the Company’s Total Incentive Plan, which includes a range of both short-term and long-term incentives designed to motivate and retain Jindalee executives. Any securities to be issued to Mr. Rodger under the Total Incentive Plan are subject to shareholder approval.

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The Rodger Employment Agreement includes provisions that provide for certain payments in specified circumstances. These include (i) a strategic transaction bonus, payable in connection with a change of control of Jindalee or the disposal of a material interest in one or more of Jindalee’s mineral projects, equal to six (6) months of Mr. Rodger’s remuneration, and (ii) certain fundamental change protections, pursuant to which Mr. Rodger would be entitled to three (3) months of remuneration plus accrued leave entitlements if his position or responsibilities were materially diminished. The Business Combination, is not expected, by itself, to trigger payment under these provisions.

The Rodger Employment Agreement also contains non-competition and non-solicitation covenants for a period of up to twelve (12) months following termination.

The Company is required to maintain directors’ and officers’ insurance for the duration of Mr. Rodger’s employment and for a period of seven (7) years following termination.

Tristan Garthe

Mr. Garthe is employed pursuant to an employment contract with Jindalee, the parent company of HiTech, entered into in September 2025 (, the “Garthe Employment Agreement”). Pursuant to that agreement, Mr. Garthe was appointed as Chief Financial Officer of Jindalee effective October 13, 2025, and receives an annual Gross Cash Salary of AUD$300,000, plus superannuation contributions. The Garthe Employment Agreement requires three (3) months’ written notice for termination by either party (other than for cause). The Company may terminate the agreement immediately for serious misconduct, in which case no termination or severance payment is payable.

Mr. Garthe is also eligible to participate in the Company’s Total Incentive Plan, which includes a range of both short-term and long-term incentives designed to motivate and retain Jindalee executives.

The Garthe Employment Agreement also contains non-competition and non-solicitation covenants for a period of up to twelve (12) months following termination.

Lindsay Dudfield

Mr. Dudfield serves as Executive Director of Jindalee and as a director and President of HiTech. Mr. Dudfield’s services are provided pursuant to a consultancy agreement originally entered into in June 2019 between Jindalee and Jopan Management Pty Ltd, trading as Western Geological Services, an entity controlled by Mr. Dudfield (the “Dudfield Consultancy Agreement”). Under the Dudfield Consultancy Agreement, Jopan Management Pty Ltd provides geological and management consultancy services to Jindalee and makes Mr. Dudfield available to perform those services as required.

Under the Dudfield Consultancy Agreement, Mr. Dudfield provides services on a daily-rate basis for time worked, together with reimbursement of approved out-of-pocket expenses. Until December 1, 2022, Mr. Dudfield’s remuneration was structured as a fixed consultancy fee. Following approval by the Jindalee Board, the arrangement was amended effective December 1, 2022 to replace the fixed fee with a variable daily-rate structure, under which Mr. Dudfield is paid a consultancy fee of AUD$1,000 per day for time worked (inclusive of all entitlements), with no minimum hours or guaranteed level of service.

The Dudfield Consultancy Agreement may be terminated by either party upon ninety (90) days’ written notice. No severance, termination payments or other post-termination benefits are payable to Mr. Dudfield or to Jopan Management Pty Ltd in connection with the termination of the arrangement.

Existing Jindalee Employee Securities Incentive Plan

The Jindalee ESIP was approved by the shareholders of Jindalee at its 2022 annual general meeting. A summary of the material terms of the Jindalee ESIP is below.

• Eligibility: A person is eligible to participate if the Jindalee Board determines that person to be eligible and is an “ESS Participant” (as that defined in section 1100L of the Australian Corporations Act). This includes employees and directors of Jindalee or an associated entity, individuals who provide services to Jindalee or an associated entity, prospective persons in either category, persons prescribed by the applicable regulations, and certain related persons acting on behalf of such participants.

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• Awards: The Jindalee ESIP provides for the grant of options to acquire Jindalee Shares (“Jindalee Options”), performance rights to acquire Jindalee Shares (“Jindalee Performance Rights” and together with the Jindalee Options, the “Jindalee Convertible Securities”), and fully paid Jindalee Shares (collectively, the “Jindalee Plan Securities”).

• Authorized Shares: The maximum number of Jindalee Plan Securities that can be issued under the Jindalee ESIP is 6,175,000 or such number as is otherwise approved by the shareholders of Jindalee. Jindalee may not make an offer of Jindalee Plan Securities under the Jindalee ESIP for which monetary consideration is payable (either upfront or on exercise of convertible securities) if the total number of Jindalee Shares issued under the Jindalee ESIP or Jindalee Shares issued or transferred to a participant upon the valid exercise of a Jindalee Convertible Security (the “Jindalee Plan Shares”), that may be issued or acquired upon exercise of the convertible securities offered, plus the total number of Jindalee Plan Shares issued or that may be issued under offers made under the Jindalee ESIP during the previous three-year period, would exceed 5% of the total number of Jindalee Shares on issue at the date of the offer, or such other limit as may be specified by the applicable regulations or Jindalee’s constitution.

• Plan Administration: The Jindalee Board administers the Jindalee ESIP.

• Terms: Each Jindalee Convertible Security represents a right to acquire one or more Jindalee Shares (for example, under a Jindalee Option or Jindalee Performance Right), subject to the terms of the Jindalee ESIP. Prior to exercise, a participant has no legal, equitable, or other interest in any Jindalee Share underlying the Jindalee Convertible Security by virtue of holding it. A participant not enter into any arrangement to hedge their economic exposure to it.

• Vesting: Any vesting conditions applicable to the grant of Jindalee Convertible Securities will be described in the invitation. If all the vesting conditions are satisfied and/or otherwise waived by the Jindalee Board, a vesting notice will be sent to the participant by Jindalee informing them that the relevant Jindalee Convertible Securities have vested. Unless and until the vesting notice is issued by Jindalee, the Jindalee Convertible Securities will not be considered to have vested. If the vesting conditions relevant to a Jindalee Convertible Security are not satisfied and/or otherwise waived by the Jindalee Board, that Jindalee Convertible Security will lapse. Unvested Jindalee Convertible Securities lapse automatically when a plan participant ceases to be an ESS Participant, unless the Jindalee Board determines otherwise in its discretion. For vested Jindalee Convertible Securities, a participant who resigns or is terminated for cause will have those options automatically lapse and be forfeited, whereas a participant who is no longer an ESS Participant by reason of redundancy, retirement, incapacitation, or similar circumstances will have 30 days from cessation of service to exercise vested options before they lapse, in each case, unless the Jindalee Board determines otherwise in its absolute discretion, including by extending the exercise period.

• Exercise: To exercise a Jindalee Convertible Security, a participant must deliver a signed notice of exercise and, subject to any cashless exercise election, pay the applicable exercise price prior to the earlier of the date specified in the vesting notice and the expiry date set out in the invitation. At the time of exercise of the Jindalee Convertible Securities, and subject to the Jindalee Board approval, a participant may elect not to provide payment of the exercise price for the number of Jindalee Convertible Securities specified in a notice of exercise. Instead, Jindalee will transfer or issue to the participant that number of Jindalee Shares equal in value to the positive difference between the VWAP per Jindalee Share traded on the ASX over the 5 trading days immediately preceding the exercise date and the exercise price that would otherwise be payable to exercise those Jindalee Convertible Securities.

• Rights of Convertible Security Holders: A holder of Jindalee Convertible Securities does not have voting rights and does not receive dividends declared by Jindalee.

• Transferability: The Jindalee Convertible Securities are not transferable, except with the prior written approval of Jindalee at its sole discretion and subject to compliance with the Australian Corporations Act and ASX Listing Rules.

• Forfeiture: Where a participant who holds Jindalee Convertible Securities ceases to be an eligible participant or becomes insolvent, all unvested Jindalee Convertible Securities will automatically be forfeited by the participant, unless the Jindalee Board otherwise determines in its discretion to permit

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some or all of the Jindalee Convertible Securities to vest. Jindalee Convertible Securities are forfeited if the Jindalee Board determines a participant acts fraudulently, dishonestly, negligently, in contravention of a Jindalee group policy or in willful breach of their duties to the Jindalee group, or it is evident that the participant intends to do any of the above, the Jindalee Board may in its discretion deem all unvested Jindalee Convertible Securities held by that participant to have been forfeited. Any Jindalee Convertible Securities which have not yet vested will be forfeited immediately on the date that the Jindalee Board determines (acting reasonably and in good faith) that any applicable vesting conditions have not been met or cannot be met by the relevant date. Any Jindalee Convertible Securities which have not yet vested will be automatically forfeited on the expiry date specified in the invitation.

• Change of Control: In the event of a change in control, the Jindalee Board has discretion to determine how Jindalee Convertible Securities will be treated, including in a manner that allows plan participants to participate in or benefit from the transaction.

• Adjustments: If there is a reorganization of Jindalee’s issued share capital, the rights of holders of Jindalee Convertible Securities will be adjusted to the extent necessary to comply with the ASX Listing Rules applicable to such a reorganization. Holders of Jindalee Convertible Securities are entitled to receive an allotment of as many additional Jindalee Shares as would have been issued to the holder if the holder held Jindalee Shares equal in number to the Jindalee Shares in respect of which the Jindalee Convertible Securities are exercised.

• Plan Amendment and Duration: The Jindalee Board may amend any provision of the Jindalee ESIP rules, including the terms of previously granted Jindalee Securities, at any time, and may give such amendments retrospective, immediate, or future effect, but no amendment that materially reduces a plan participant’s existing rights may be made without that person’s consent, other than an amendment introduced primarily to comply with legislation, correct a manifest error, or address adverse tax implications. The Jindalee ESIP continues in operation until the Jindalee Board decides to end it, and the Jindalee Board may suspend the Jindalee ESIP operation for a fixed or indefinite period.

Executive Employment Arrangements Following the Business Combination

US Elemental is currently developing an executive compensation program that is designed to align compensation with its business objectives and the creation of stockholder value, while enabling US Elemental to attract, retain, incentivize and reward individuals who contribute to US Elemental’s long-term success. Decisions on the executive compensation program will be made by US Elemental’s compensation committee. In addition to the guidance provided by its compensation committee, US Elemental may utilize the services of third parties from time to time in connection with the hiring and compensation awarded to executive employees.

US Elemental Equity Plan

In connection with the Business Combination, US Elemental expects to adopt the US Elemental Inc. 2026 Equity Incentive Plan (the “US Elemental 2026 Plan”), subject to approval by US Elemental’s stockholders. The US Elemental 2026 Plan is intended to become effective upon the Closing. A description of the material terms of the US Elemental 2026 Plan will be included in an amendment to this registration statement prior to effectiveness.

Non-Employee Director Compensation

During the year ended June 30, 2025, Lindsay Dudfield was the sole officer and director of HiTech. Effective January 20, 2026, pursuant to consent resolutions adopted by Jindalee as the sole shareholder, the HiTech Board was reconstituted to consist of Lindsay Dudfield, Ian Rodger and Matt Haas. In connection with the reconstitution, Lindsay Dudfield was reappointed as President, Secretary and Treasurer of HiTech.

HiTech did not have any formal arrangements under which its non-employee directors received compensation for their service on the HiTech Board for the years ended June 30, 2026 and 2025, and did not pay any compensation to such non-employee directors for their services as a director for the years ended June 30, 2026 and 2025. As a wholly-owned subsidiary of Jindalee, director-level compensation decisions are made at the Jindalee parent level.

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HITECH’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of HiTech Minerals, Inc. should be read together with the audited financial statements of HiTech Minerals, Inc. as of and for the years ended June 30, 2026 and 2025 and the related notes thereto included elsewhere in this proxy statement/prospectus. This discussion and analysis should also be read together with the unaudited pro forma financial information as of and for the year ended June 30, 2026. Unless the context otherwise requires, references in this section to “we,” “us,” “our”, “Hitech”, and the “Company” refer to HiTech Minerals, Inc. prior to the consummation of the Business Combination and to US Elemental Inc. and its subsidiaries, including HiTech Minerals, Inc., following the consummation of the Business Combination. This discussion and analysis contains forward-looking statements that involve risks and uncertainties, and actual results may differ materially from those expressed or implied in such forward-looking statements. This discussion should be read together with the sections entitled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere in this proxy statement/prospectus.

Overview

HiTech is a U.S.-based critical minerals exploration and development company focused on advancing the McDermitt Lithium Project located on the Oregon-Nevada border. The McDermitt Lithium Project, which has the potential to be one of the largest known sediment-hosted lithium resources in the United States, is located within the McDermitt Caldera, a region recognized for its significant lithium endowment and strategic relevance to U.S. critical minerals supply chains. The McDermitt Lithium Project is currently in the exploration stage and we have not yet begun to extract any mineral from the property, consequently, we do not currently generate any revenues, have any operating income, or have positive operating cash flow. As of the date of this proxy statement/prospectus, the Company’s activities have principally consisted of exploration, technical studies, environmental baseline work, permitting, stakeholder engagement and related corporate activities necessary to advance the McDermitt Lithium Project toward Feasibility Study. We do not expect to generate revenue until we commence mining operations, which may not happen for many years. The exploration and development of the mineral deposits located at the McDermitt Lithium Project involves a high degree of financial risk and uncertainty.

The Company is a wholly owned subsidiary of Jindalee. Since its inception in 2018, the Company’s operations have been funded entirely through capital contributions and other support arrangements from Jindalee, including direct cash advances, payments to vendors on the Company’s behalf, allocated management services and equity-settled share-based compensation. As of June 30, 2026, the Company had cash and cash equivalents of $352 thousand and an accumulated deficit of $25.9 million. The Company has no third-party debt and does not generate operating cash flows; accordingly, it remains dependent on continued financial support from Jindalee and, upon Closing, the anticipated proceeds of the proposed Business Combination. Because the Company is pre-revenue, its financial condition and results of operations are primarily influenced by the level, timing and allocation of expenditures and the availability of external funding rather than operating margins or revenue trends.

Recent Developments

Business Combination

On April 9, 2026, the Company entered into the Business Combination Agreement pursuant to which, among other things, US Elemental is expected to become a publicly listed company in the U.S. and HiTech will become a wholly owned subsidiary of US Elemental. The Business Combination is intended to provide us with access to U.S. public market capital and additional funding to support the continued advancement of the McDermitt Lithium Project, including feasibility-related workstreams. See the section titled “The Business Combination Proposal — The Business Combination Agreement” for additional information about the terms of the Business Combination Agreement and related agreements.

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Basis of Presentation

The Company’s financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and reflect HiTech as a standalone entity for the periods presented. The Company has a June 30 fiscal year end. Because the Company has not yet reached the production stage, its historical results are not indicative of the operating results that would be expected of a producing mining company and are driven primarily by the timing and scale of exploration, study, permitting and corporate activities.

Components of Results of Operations

The McDermitt Lithium Project is currently in the exploration stage. We have not commenced mineral extraction or commercial production at the McDermitt Lithium Project and, as a result, we do not currently generate revenue from operations. We expect to continue to incur losses unless and until the McDermitt Lithium Project is successfully permitted, developed and placed into commercial production.

Our operating expenses consist primarily of exploration expenses, related party management fees, general and administrative expenses, merger-related transaction costs and depreciation. Other items include foreign exchange gains and losses and, in future periods, may include non-cash fair value movements related to financial instruments issued in connection with the Business Combination and related financings.

Exploration expenses. Exploration expenses consist primarily of costs incurred to advance the McDermitt Lithium Project, including professional fees for technical studies, drilling and field programs, permitting support and environmental baseline work, claim maintenance fees, lease costs and other project related activities.

Related party management fees. Related party management fees represent allocations of corporate, executive, finance, accounting, legal, transaction support, information technology and other shared services provided by Jindalee, determined based on a combination of direct attribution and allocation methodologies. These allocations are recognized as non-cash operating expenses. See Note 5 “Related Party Transactions” to our financial statements included elsewhere in this proxy statement/prospectus.

General and administrative expenses. General and administrative expenses consist primarily of employee salaries and benefits, office and information technology costs, insurance, travel and other corporate overhead expenses necessary to support our operations and advancement of the McDermitt Lithium Project. General and administrative expenses may include non-cash share-based compensation to the extent applicable. See Note 5 “Related Party Transactions” in the notes to our financial statements included elsewhere in this proxy statement/prospectus.

Merger-related transaction costs. Merger-related transaction costs consist of legal, accounting, financial and other professional service fees and expenses incurred in connection with the Business Combination, including costs incurred through the closing of the Business Combination. These costs are generally expensed as incurred. Certain costs directly attributable to the issuance of equity securities in connection with the Business Combination will be recorded as a reduction of the proceeds received and charged against additional paid-in capital. See the notes to our financial statements included elsewhere in this proxy statement/prospectus.

Depreciation expense. Depreciation expense primarily relates to office and information technology equipment. See Note 3 to our financial statements included elsewhere in this proxy statement/prospectus.

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Results of Operations

Comparison of the years ended June 30, 2026 and 2025

The following tables set forth our historical results for the periods indicated, and the changes between periods (in thousands, except for percentages). All amounts are shown in U.S. dollars.

\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t Year ended June 30, \n\t\t\t\t\t	\n\t\t\t\t\t\t Period-over-Period Change Year Ended June 30, 2026 to 2025 \n\t\t\t\t\t
	\n\t\t\t\t\t\t 2026 \n\t\t\t\t\t	\n\t\t\t\t\t\t 2025 \n\t\t\t\t\t		\n\t\t\t\t\t\t Change ($) \n\t\t\t\t\t		\n\t\t\t\t\t\t Change (%) \n\t\t\t\t\t
\n\t\t\t\t\t\t (in thousands) \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t	\n\t\t\t\t\t\t $ \n\t\t\t\t\t
\n\t\t\t\t\t\t Operating Expenses \n\t\t\t\t\t			\n\t\t\t\t\t\t\n\t\t\t\t\t					\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Exploration \n\t\t\t\t\t	\n\t\t\t\t\t\t 3,898 \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,650 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t 2,248 \n\t\t\t\t\t		\n\t\t\t\t\t\t 136 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t
\n\t\t\t\t\t\t Related party management fees \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,358 \n\t\t\t\t\t	\n\t\t\t\t\t\t 926 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t 432 \n\t\t\t\t\t		\n\t\t\t\t\t\t 47 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t
\n\t\t\t\t\t\t General and administrative \n\t\t\t\t\t	\n\t\t\t\t\t\t 1,104 \n\t\t\t\t\t	\n\t\t\t\t\t\t 708 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t 396 \n\t\t\t\t\t		\n\t\t\t\t\t\t 56 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t
\n\t\t\t\t\t\t Merger-related transaction expenses \n\t\t\t\t\t	\n\t\t\t\t\t\t 2,333 \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t 2,333 \n\t\t\t\t\t			\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t Depreciation \n\t\t\t\t\t	\n\t\t\t\t\t\t 11 \n\t\t\t\t\t	\n\t\t\t\t\t\t 8 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t 3 \n\t\t\t\t\t		\n\t\t\t\t\t\t 38 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t
\n\t\t\t\t\t\t Foreign exchange gain \n\t\t\t\t\t	\n\t\t\t\t\t\t — \n\t\t\t\t\t	\n\t\t\t\t\t\t (4 \n\t\t\t\t\t	\n\t\t\t\t\t\t ) \n\t\t\t\t\t		\n\t\t\t\t\t\t 4 \n\t\t\t\t\t		\n\t\t\t\t\t\t -100 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t
\n\t\t\t\t\t\t Total operating expenses \n\t\t\t\t\t	\n\t\t\t\t\t\t 8,704 \n\t\t\t\t\t	\n\t\t\t\t\t\t 3,288 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t 5,416 \n\t\t\t\t\t		\n\t\t\t\t\t\t 165 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t
			\n\t\t\t\t\t\t\n\t\t\t\t\t					\n\t\t\t\t\t\t\n\t\t\t\t\t
\n\t\t\t\t\t\t NET LOSS \n\t\t\t\t\t	\n\t\t\t\t\t\t 8,704 \n\t\t\t\t\t	\n\t\t\t\t\t\t 3,288 \n\t\t\t\t\t	\n\t\t\t\t\t\t\n\t\t\t\t\t		\n\t\t\t\t\t\t 5,416 \n\t\t\t\t\t		\n\t\t\t\t\t\t 165 \n\t\t\t\t\t	\n\t\t\t\t\t\t % \n\t\t\t\t\t

____________

Note: Table may not foot due to rounding

Exploration

Exploration expenses were approximately $3.9 million for the year ended June 30, 2026, compared to approximately $1.7 million for the year ended June 30, 2025, an increase of approximately $2.2 million. The increase was primarily due to fiscal year 2026 work for baseline studies, drilling, and consulting to advance the Company’s exploration plan of operations and support a feasibility study.

Related Party Management Fees

Related party management fees were approximately $1.4 million for the year ended June 30, 2026, compared to approximately $0.9 million for the year ended June 30, 2025, an increase of approximately $0.4 million. The increase reflects higher employment, corporate overheads, and advisory costs incurred by Jindalee during the year ended June 30, 2026. The increase resulted from higher allocated corporate and executive costs from Jindalee, driven by additional executive costs, time and transaction support related to the proposed Business Combination, increased travel costs allocated through the management fee arrangement, and the cost impact of new senior management appointments in the current period. The management fee is charged at cost with no mark-up.

General & Administrative expenses

General and administrative expenses increased to approximately $1.1 million for the year ended June 30, 2026 from approximately $0.7 million for the year ended June 30, 2025, an increase of approximately $0.4 million. The increase was primarily driven by additional wages and salaries, including hiring additional full time employees in fiscal year 2026, travel for investor relations and fundraising associated with the proposed business combination, and additional consulting and professional fees.

Merger-Related Transaction Costs

Merger-related transaction costs were approximately $2.3 million for the year ended June 30, 2026 and primarily related to legal, accounting, financial advisory and investor relations costs associated with the proposed Business Combination, including preparing the registration statement for which this proxy statement/prospectus forms a part and the Technical Report Summary. No comparable costs were incurred in the prior-year period.

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Liquidity and Capital Resources; Going Concern

Sources and Uses of Liquidity

Liquidity describes the ability of a company to generate sufficient cash flows to meet the cash requirements of its business operations, including working capital needs, debt service, acquisitions, contractual obligations, and other commitments. The Company is an exploration-stage company and has not generated revenue to date. Its principal liquidity needs in the short to long term are to fund exploration, permitting, technical and environmental baseline studies, project development activities, general corporate expenses and transaction-related costs associated with the proposed Business Combination.

Since its inception, the Company’s principal source of liquidity has been capital contributions and other financial support from its parent company, Jindalee. The Company’s principal uses of cash have related to exploration and development activities at the McDermitt Lithium Project and general corporate and administrative expenses. As of June 30, 2026, the Company had cash and cash equivalents of $352 thousand. As of June 30, 2025, the Company had cash and cash equivalents of $118 thousand.

Material Cash Requirements and Funding Strategy

The Company expects its cash requirements to increase over time as it seeks to advance technical and feasibility-related work programs for the McDermitt Lithium Project. Management’s near-term capital allocation priorities are focused on advancing key exploration, permitting and technical activities for the McDermitt Lithium Project, while retaining flexibility to defer or re-sequence discretionary expenditures if funding timing or availability changes. The Company commenced Phase 1 of its drilling program at the McDermitt Lithium Project in September 2026. Certain baseline environmental and cultural studies require continuous twelve-month datasets; deferring these activities to a later field season could delay the start of a Feasibility Study by up to twelve months. Field activities at the McDermitt Lithium Project, including drilling and environmental baseline programs, are subject to seasonal access, weather, environmental and permitting constraints and are typically conducted during defined field seasons when site access and regulatory conditions allow. While the Company has received approval of its EPO, delays in funding availability, permitting or contractor mobilization could cause the Company to suspend or defer planned activities to 2027 or beyond.

Over the next 12 to 24 months, the Company’s primary cash requirements are expected to relate to activities intended to support a potential Feasibility Study, including the Phase 1 drilling program, technical studies, engineering work, permitting support and ongoing corporate and transaction-related costs. The scope, timing and pace of these activities are dependent on funding availability, seasonal considerations, permitting progress and technical results.

The Company does not currently have committed financing sufficient to fund a Feasibility Study, project development or construction, and no decision to proceed to a Feasibility Study has been made. Management currently expects that proceeds available following completion of the Business Combination would be used primarily to fund a portion of feasibility-related work programs and public-company operating costs. Following the Closing, US Elemental expects to incur substantial additional recurring costs as a U.S. public company, including costs associated with hiring additional personnel, implementing processes and controls to comply with SEC reporting and other regulatory requirements, obtaining and maintaining directors’ and officers’ liability insurance, compensating independent directors and engaging additional audit, legal and administrative resources. Completion of the Business Combination is subject to, among other conditions, satisfaction of the Minimum Cash Condition of $14 million net of certain transaction expenses. Additional financing beyond what may be available at closing may be required to fully fund a Feasibility Study or to advance the McDermitt Lithium Project to a construction decision.

If timely and sufficient financing is not obtained, the Company may be required to defer, scale back or suspend planned work programs, including drilling and baseline data collection activities, which could delay completion of feasibility workstreams and materially adversely affect the Company’s business, financial condition and results of operations.

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Anticipated Sources of Funding — Business Combination

In connection with the closing of the Business Combination, US Elemental expects to have access to funds from multiple sources, including: (i) cash remaining in the Trust Account after giving effect to any redemptions by CSTA Public Shareholders; (ii) the proceeds of the PIPE Financing that US Elemental and Jindalee are seeking to complete concurrently with the closing of the Business Combination; and (iii) the $1.55 million received on April 9, 2026 by the Company from Antarctica Holder pursuant to the issuance of HiTech Series A Preferred Stock, which will be exchanged for preferred stock of US Elemental at closing.

There can be no assurance that the PIPE Financing will be completed, that the Minimum Cash Condition will be satisfied, or that sufficient proceeds will be available following the Business Combination to fund the Company’s planned 2026 drilling programs, environmental baseline and permitting studies, feasibility-related technical work, and ongoing public-company operating costs, and additional financing would be required.

US Elemental is targeting PIPE Financing in the range of $20 million to $30 million; however, no PIPE Investors have committed to participate as of the date of this proxy statement/prospectus, and the final size and terms of any PIPE Financing remains subject to negotiation and market conditions. If the PIPE Financing is not completed at the targeted amount, or at all, available proceeds following the Business Combination may be insufficient to fund the Company’s planned feasibility-related work programs and operations, and additional financing would be required.

Going Concern

The Company’s independent registered public accounting firm issued an opinion on the June 30, 2026 financial statements that includes an explanatory paragraph regarding substantial doubt about the Company’s ability to continue as a going concern for a period of one year after the date the financial statements were issued. This conclusion reflects the Company’s lack of revenue, recurring operating losses and continued dependence on its parent and other external capital sources to fund operations.

Funding Arrangements from Parent

Since its formation, the Company has been funded entirely by Jindalee through a combination of direct cash contributions, payments to vendors on the Company’s behalf, allocated management services and equity-settled share-based compensation. These funding arrangements have been used to finance the Company’s exploration, permitting, environmental baseline, technical and corporate activities.

Historically, funding provided by Jindalee was documented under an intercompany line-of-credit arrangement. However, based on an assessment of the substance of the arrangement, including the Company’s development-stage status, its lack of independent operating cash flows and the Parent’s historical practice of waiving interest and not enforcing repayment terms, the outstanding balance of the intercompany facility has been classified as equity.

Accordingly, amounts funded under the intercompany arrangement are reflected in the Company’s financial statements as contributions from parent within stockholders’ equity, rather than as debt obligations. This accounting treatment was endorsed by the boards of both the Company and Jindalee in connection with the completion of the U.S. GAAP audit for the years ended June 30, 2026 and 2025.

As of June 30, 2026, cumulative contributions from Jindalee totaled approximately $23.6 million, these contributions included cash funding, non-cash vendor payments made directly by Jindalee on the Company’s behalf, allocated management services and equity-settled share-based compensation.

The Company does not have any third-party debt facilities and, other than lease liabilities reflected on its balance sheet, does not have material interest-bearing obligations. Additional information regarding the intercompany funding arrangement and related-party transactions is included under the heading “Certain Relationships and Related Person Transactions.”

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Cash Flows

The following tables summarize our cash flows for the periods presented.

\n\n\n\n\t\t\t\t\t

\n\t\t\t\t\t\t

For the Years Ended June 30,

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(in thousands)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2026

\n\t\t\t\t\t

\n\t\t\t\t\t\t

2025

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Change

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net cash and cash equivalents used in operating activities

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(2,837

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(549

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

(2,288

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net cash and cash equivalents used in investing activities

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(42

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

(39

\n\t\t\t\t\t

\n\t\t\t\t\t\t

)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Net cash and cash equivalents provided by financing activities

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

3,114

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

660

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

\n\t\t\t\t\t\t

2,454

\n\t\t\t\t\t

\n\t\t\t\t\t\t\n\t\t\t\t\t

The following presents management’s discussion of cash flows for the year ended June 30, 2026 compared to the year ended June 30, 2025.

Cash Flows from Operating Activities

Our cash flows from operating activities are primarily driven by exploration activities at the McDermitt Lithium Project, general and administrative costs, and, in the current period, transaction costs incurred in connection with the proposed Business Combination. We have incurred recurring operating losses and negative cash flows from operating activities.

During the year ended June 30, 2026, net cash used in operating activities was approximately $2.8 million, compared to approximately $0.5 million for the year ended June 30, 2025, representing an increase in cash used of approximately $2.3 million. The increase in net cash used in operating activities during the year ended June 30, 2026 was primarily attributable to significantly higher exploration expenditures of approximately $3.9 million, compared to approximately $1.7 million for the year ended June 30, 2025, driven by drilling activities and study work undertaken at the McDermitt Lithium Project following receipt of permitting approvals in October 2025 as well as merger-related transaction costs of approximately $2.3 million incurred in connection with the proposed Business Combination for which there was no comparable cost in the prior period.

Cash Flows from Investing Activities

Net cash used in investing activities during the year ended June 30, 2026 was approximately $42 thousand, relating to the purchase of field equipment, including a meteorological station acquired and installed at the McDermitt Lithium Project site to support ongoing exploration and environmental monitoring activities. Net cash used in investing activities during the year ended June 30, 2025 was approximately $3 thousand, relating to the purchase of office and computer equipment.

Cash Flows from Financing Activities

Net cash provided by financing activities was approximately $3.1 million for the year ended June 30, 2026, compared to approximately $0.7 million for the year ended June 30, 2025, representing an increase of approximately $2.5 million. Cash provided by financing activities consists of $1.55 million of proceeds from the issuance of Series A Cumulative Convertible Preferred Stock to Antarctica, net of $50,000 in issuance costs, in connection with the BCA and cash contributions from Jindalee to fund working capital and exploration activities. The increase in cash contributions during the year ended June 30, 2026 reflects higher operating cash flow funding requirements associated with drilling activities at the McDermitt Lithium Project and costs incurred in connection with the proposed Business Combination.

Non-Cash Transactions

Since its formation, the Company has funded its operations through contributions from Jindalee, its parent company. These contributions included cash contributions, vendor payments made directly on the Company’s behalf that are recorded as non-cash capital contributions, contributed management fees and share-based compensation awards to Company employees and consultants.

During the years ended June 30, 2026 and 2025, Jindalee funded the Company’s operations through a combination of cash contributions and non-cash capital contributions. For these periods, non-cash capital contributions were approximately $4.3 million and $2.6 million, respectively, in addition to cash contributions of $1.6 and $0.7 million, respectively, that funded the Company’s operating cash outflows and capital expenditures.

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The Company’s ability to continue its exploration and early-stage development activities remains dependent on ongoing financial support from Jindalee and, following the Business Combination, from Jindalee and other external sources of capital.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have had, or are reasonably likely to have, a material current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual and Other Obligations

Commitments

The Company’s contractual obligations are limited and primarily relate to operating leases and ordinary-course service arrangements entered into in connection with its exploration and development activities.

As of June 30, 2026, the Company’s only material operating lease related to core sample storage facilities in McDermitt, Nevada. The Company does not have any long-term debt or capital leases.

Project-related expenditures, including costs associated with exploration, environmental baseline studies, permitting and feasibility-related work for the McDermitt Lithium Project, are generally incurred under short-term or cancellable arrangements and are not subject to binding long-term contractual commitments. Accordingly, such expenditures are discretionary in nature and may be adjusted based on funding availability, permitting progress and other factors. As of June 30, 2026, the Company signed a contract with Forged Drilling Corporation for $4.3 million for drilling services related to the Company’s exploration plan of operations. The drilling is expected to be performed in the first half of fiscal year 2027.

In connection with the proposed Business Combination, the Company signed an engagement letter with Ashurst Perkins Coie providing for hourly fees capped at $2.2 million, payable in milestone installments plus a discretionary success fee of up to 10%. Through June 30, 2026, the Company recognized $1.4 million of fees under the engagement, recorded in merger-related transaction costs. The remaining fees are expected to be incurred and paid in fiscal year 2027.

Future capital requirements for the development and construction of the McDermitt Lithium Project will depend on a number of factors, including the results of feasibility studies, permitting and regulatory approvals, project financing arrangements and the successful completion of the Business Combination. See “Liquidity and Capital Resources — Material Cash Requirements and Funding Strategy” for further discussion.

Related Party Capital Contributions

Since inception, the Company has relied on financial support from Jindalee to fund operations and project activities. As of June 30, 2026, cumulative contributions from Jindalee recognized in stockholders’ equity totaled approximately $23.6 million. See “Liquidity and Capital Resources — Funding Arrangements from Parent” above, Note 5 “Related Party Transactions” in the notes to the financial statements included elsewhere in this proxy statement/prospectus for additional information regarding these arrangements.

Business Combination and Related Financing

In connection with the signing of the Business Combination Agreement, the Company entered into the Securities Purchase Agreement with Antarctica Holder, an affiliate of Antarctica Capital, pursuant to which, among other things, Antarctica Holder committed to provide $4.0 million of financing to US Elemental, consisting of $1.55 million funded on the date of the Business Combination Agreement and $2.5 million expected to be funded at Closing. The initial $1.55 million was funded on April 9, 2026 through the purchase of 1,550 shares of the HiTech Series A Preferred Stock. The HiTech Series A Preferred Stock will be exchanged for US Elemental Series A Preferred Stock at Closing and may give rise to additional warrants at the time of closing based on its accrued value and conversion price.

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Trends and Uncertainties

The Company is subject to a number of trends and uncertainties that could materially affect its liquidity, capital requirements and results of operations. As an exploration-stage company without operating revenue, the Company’s near-term financial performance is particularly sensitive to the timing of external financing, regulatory processes and the sequencing of exploration, permitting and feasibility-related activities.

The most significant near-term uncertainties relate to the timing and completion of the proposed Business Combination, the availability and timing of financing to support work programs at the McDermitt Lithium Project, and the seasonal and logistical constraints on when field activities can be undertaken each year. These uncertainties primarily affect the timing and sequencing of expenditures rather than the Company’s current development strategy for the McDermitt Lithium Project; however, prolonged delays could increase cumulative development costs and require additional financing.

The timing of completion of Closing remains uncertain and is dependent on multiple factors, including the duration of the SEC review process, receipt of shareholder approvals, satisfaction of closing conditions (including the minimum cash condition), completion of financing arrangements and compliance with applicable listing requirements. Delays in completion of the Business Combination would directly impact the timing and sequencing of anticipated funding availability and could require the Company to defer or re-sequence planned exploration, permitting and technical work programs.

The Company’s exploration and feasibility-related activities are also subject to seasonal, environmental, permitting and logistical constraints that limit when certain field activities can be undertaken during a given year. While the Company has received federal approval of its EPO, delays in funding availability, permitting or contractor mobilization could cause the Company to miss an intended field season. Any such delay could require planned drilling and baseline data collection activities to be deferred to a subsequent year, which could extend feasibility timelines and increase cumulative development costs.

The Company is also subject to permitting and litigation-related risks associated with exploration and development activities. In April 2026, certain plaintiffs filed litigation challenging the federal permit authorizing the Company’s exploration program in eastern Oregon. Although the Company is not a named defendant and no preliminary injunction or stay currently restricts approved exploration activities, adverse developments could affect the timing and cost of planned work programs, or prevent such work programs from being undertaken.

The Company’s future capital requirements will continue to be influenced by the pace and scope of feasibility-related activities, the extent of drilling and technical work undertaken, transaction and public-company costs, and market conditions for equity and other financings. Prevailing lithium market conditions represent a further material uncertainty; sustained weakness in lithium prices could reduce investor appetite for external project financing and could affect the long-term commercial viability of advancing the McDermitt Lithium Project toward a construction decision. Because the Company does not currently generate revenue, it remains dependent on external sources of capital; there can be no assurance that such capital will be available when required, on acceptable terms, or at all.

Factors That May Influence Future Results of Operations

The Company’s future results of operations and cash flows will be influenced primarily by the cost, timing, scale and effectiveness of expenditures on the McDermitt Lithium Project, including drilling, metallurgical testwork, engineering, baseline and permitting activities, and related corporate and transaction costs. In the longer term, the Company’s results will also depend on its ability to successfully develop and operate a mine at the McDermitt Lithium Project.

The availability, timing and terms of capital raised through the proposed Business Combination and related financings, together with continued financial support from Jindalee, will affect the pace at which the Company can advance feasibility-related workstreams and may require adjustments to planned project activities if funding is delayed or proceeds are lower than currently expected.

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Regulatory, permitting and litigation developments, including appeals and challenges to the EPO may impact the timing of exploration and development activities and, in an adverse scenario, could delay or prevent completion of the environmental baseline dataset and the Feasibility Study and could also increase cumulative project costs.

Broader market conditions, including lithium price dynamics, cost inflation for drilling, labor, reagents and construction inputs, and investor appetite for critical minerals projects, may also influence the scope and sequencing of future work programs and the Company’s ability to access capital on acceptable terms.

Critical Accounting Estimates

The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the balance sheet date, and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Management considers the policies and estimates discussed below to be critical because they are important to the portrayal of the Company’s financial condition and results of operations and involve significant judgment or estimation uncertainty.

Liquidity and Going Concern

The Company is an exploration-stage entity and has not generated revenue. Its ability to continue as a going concern depends on continued funding from its parent company, Jindalee, and access to external sources of capital. The Company has incurred recurring operating losses since inception and expects to continue incurring operating losses as it advances exploration and technical work programs.

Management has concluded that these conditions raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements are issued. The financial statements have been prepared on a going concern basis and do not include adjustments that might result if the Company were unable to continue as a going concern. The going-concern assessment requires judgment regarding anticipated funding availability and forecast cash requirements, and changes in those assumptions could materially affect the outcome of this assessment.

Exploration, Mining Claims and Project-Related Expenditures

The Company’s primary activities relate to exploration and evaluation of mineral properties, and the accounting treatment of these expenditures requires judgment regarding their nature and timing.

Costs incurred to acquire, lease or establish mineral claims are capitalized as mining claims. Exploration costs, including drilling, sampling, studies and environmental mitigation related to exploration activities, are expensed as incurred. Costs to maintain mineral claims are also expensed as incurred. Mine development costs would only be capitalized once proven and probable reserves exist and a property is determined to be commercially mineable, which has not yet occurred.

Determining whether expenditures should be capitalized or expensed depends on the stage of the project and the nature of the activities performed. Changes in project plans, permitting status or expected development pathways could affect the timing and classification of expenditures.

Impairment of Long-Lived Assets and Mining Claims

The Company reviews long-lived assets, including mining claims and property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amounts of those assets may not be recoverable. Recoverability is evaluated by comparing the carrying amount of the asset or asset group to the undiscounted future cash flows expected to be generated.

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If an asset is determined not to be recoverable, an impairment loss is recognized based on the excess of the carrying amount over the asset’s fair value. The impairment assessment requires significant judgment, including assumptions related to future exploration success, commodity prices, permitting outcomes, development timelines and the availability of financing. Changes in these assumptions could result in an impairment charge that would materially affect the Company’s financial position and results of operations.

Operating Leases

The Company determines if a contractual arrangement represents or contains a lease at inception and recognizes right-of-use assets and lease liabilities based on the present value of lease payments over the lease term. When the interest rate implicit in a lease cannot be readily determined, the Company uses its incremental borrowing rate to measure lease liabilities.

Judgment is required in determining the lease term, including whether renewal options are reasonably certain of exercise, and in estimating the appropriate discount rate. Changes in these assumptions can affect the measurement of lease assets and liabilities and the timing of lease expense recognition.

Share-Based Compensation

Certain Company personnel receive equity-settled share-based awards in Jindalee, HiTech’s parent company. The grant-date fair value of these awards is determined by Jindalee using an option pricing model. HiTech recognizes compensation expense based on those fair values over the requisite service period, with a corresponding increase in Contributions from Parent within Stockholder’s Equity. The amount of compensation expense recognized is dependent on Jindalee’s assumptions and forfeiture estimates, which are outside of HiTech’s direct control.

Income Taxes

The Company accounts for income taxes under the asset and liability method. Deferred tax assets and liabilities are recognized for temporary differences between the financial statement carrying amounts of assets and liabilities and their respective tax bases, as well as for net operating loss carryforwards.

The realization of deferred tax assets depends on the generation of future taxable income. Given the Company’s exploration-stage status, history of operating losses and lack of taxable income, management has determined that it is more likely than not that deferred tax assets will not be realized and has recorded a full valuation allowance. The assessment of realizability involves significant judgment, and changes in future operating results or business plans could affect the amount of deferred tax assets recognized.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU 2024-03, “Income Statement — Reporting Comprehensive Income (Subtopic 220-40): Disaggregation of Income Statement Expenses,” which will require expanded disclosures regarding the nature and amounts of certain income statement expense categories. The standard is effective for annual reporting periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted, and the Company is currently evaluating its impact on the Company’s financial statement disclosures.

In December 2025, the FASB issued ASU 2025-11, “Interim Reporting (Topic 270): Narrow Scope Improvements”, which improves and clarifies interim reporting requirements under U.S. GAAP. The ASU compiles required interim disclosures, including disclosure of material changes since the last annual reporting period, to improve consistency and navigability. This ASU is effective for fiscal years beginning after December 15, 2027 and interim periods within those fiscal years, with early adoption permitted. The ASU should be applied prospectively, although retrospective application is permitted for all prior periods presented. The Company is currently evaluating its impact on the Company’s financial statement disclosures.

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Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary financial instruments consist of cash and cash equivalents. The Company does not have any third-party debt facilities or derivative financial instruments. While the Company has recognized operating lease liabilities in connection with its lease arrangements, management does not consider the related interest rate exposure to be material. Substantially all of the Company’s cash balances and operating activities are denominated in U.S. dollars. As a result, management does not believe that the Company is exposed to material foreign currency risk or other material financial market risks as of June 30, 2026.

The Company is, however, exposed to broader economic and industry risks that may affect future operating results and capital requirements, including lithium price volatility, inflation in drilling, labor, reagent, energy and other project development costs, and changes in capital market conditions affecting access to financing. These risks do not currently arise primarily from financial instruments and are discussed elsewhere in this proxy statement/prospectus under the sections addressing risk factors, business, liquidity and factors that may influence future results of operations.

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MANAGEMENT OF US ELEMENTAL AFTER THE BUSINESS COMBINATION

Executive Officers and Directors After the Business Combination

The Business Combination Agreement provides that the US Elemental Board will initially be comprised of five (5) directors, with one (1) director (Jarett Goldman) designated by CSTA and four (4) directors (Lindsay Dudfield, Ian Rodger, Darren Wates and Wayne Zekulich) designated by HiTech.

The following table sets forth certain information, as of the date of this proxy statement/prospectus, relating to the persons who are expected to serve as the executive officers and directors of US Elemental immediately after the consummation of the Business Combination.

\n\n\n\n\t\t\t\t\t\t Name \n\t\t\t\t\t	\n\t\t\t\t\t\t Age \n\t\t\t\t\t	\n\t\t\t\t\t\t Position \n\t\t\t\t\t
\n\t\t\t\t\t\t Executive Officers \n\t\t\t\t\t
\n\t\t\t\t\t\t Ian Rodger \n\t\t\t\t\t	\n\t\t\t\t\t\t 39 \n\t\t\t\t\t	\n\t\t\t\t\t\t Chief Executive Officer and Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Tristan Garthe \n\t\t\t\t\t	\n\t\t\t\t\t\t 43 \n\t\t\t\t\t	\n\t\t\t\t\t\t Chief Financial Officer \n\t\t\t\t\t
\n\t\t\t\t\t\t Directors \n\t\t\t\t\t
\n\t\t\t\t\t\t Lindsay Dudfield \n\t\t\t\t\t	\n\t\t\t\t\t\t 69 \n\t\t\t\t\t	\n\t\t\t\t\t\t Chair of the Board \n\t\t\t\t\t
\n\t\t\t\t\t\t Ian Rodger \n\t\t\t\t\t	\n\t\t\t\t\t\t 39 \n\t\t\t\t\t	\n\t\t\t\t\t\t Chief Executive Officer and Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Darren Wates \n\t\t\t\t\t	\n\t\t\t\t\t\t 49 \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Wayne Zekulich \n\t\t\t\t\t	\n\t\t\t\t\t\t 65 \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t
\n\t\t\t\t\t\t Jarett Goldman \n\t\t\t\t\t	\n\t\t\t\t\t\t 40 \n\t\t\t\t\t	\n\t\t\t\t\t\t Director \n\t\t\t\t\t

Executive Officers

Ian Rodger is expected to serve as Chief Executive Officer and a director of US Elemental following the consummation of the Business Combination. Mr. Rodger is a qualified mining business executive with 15 years of experience in various roles including as a Mining Engineer for Rio Tinto (2019-2014) across two large greenfield mine developments, before transitioning into mining corporate finance where he held Executive and Director positions at RFC Ambrian (2014-2019), a corporate advisory and investment banking firm specializing in the natural resources sector, overseeing origination and management of numerous mandates, and led business development at BHP (November 2019 – February 2022), a diversified mining company. In his most recent role as Project Director for Oz Minerals (February 2022 – August 2023), Mr. Rodger made significant contributions to successfully define the value potential of the West Musgrave Nickel/Copper Province through the delivery of a portfolio of growth studies. Most notably, he led technical, market and partnership development workstreams, successfully confirming value potential for producing an intermediate Nickel product for the battery value chain. Mr. Rodger has been the Chief Executive Officer and Managing Director of Jindalee, the parent of HiTech, since January 2024. Mr. Rodger holds a Bachelor of Mining Engineering from the University of Queensland, a Masters of Mineral Economics from Curtin University and is also a graduate of the Australian Institute of Company Directors and member of the Australasian Institute of Mining and Metallurgy. We believe that Mr. Rodger is well qualified to serve on the US Elemental Board due to his mining engineering, mineral economics, project evaluation, strategic business development, executive leadership and corporate governance experience relevant to a critical minerals company.

Tristan Garthe is expected to serve as Chief Financial Officer of US Elemental following the consummation of the Business Combination. Mr. Garthe has more than 20 years of financial leadership experience across the mining and resources sector. Mr. Garthe has served as Chief Financial Officer of Jindalee, the parent of HiTech, since October 2025. Before that, he served as Chief Financial Officer of Aspire Limited, a mining company based in Brisbane, Queensland, Australia, between November 2024 and September 2025, as Chief Financial Officer and Executive Director of Huntore Australia Pty Ltd, a mining company based in Brisbane, Queensland, Australia, between September 2023 and November 2024, and as Chief Financial Officer of M Mining Pty Ltd & MetRes JV, a mining company and joint venture between Stanmore Resources and M Resources, between March 2021 and August 2023. He holds an MBA from Deakin University, is a Fellow of CPA Australia, and is also a Graduate of the Australian Institute of Company Directors. His career spans the full mining spectrum from small-cap explorers through to large-scale operations, with extensive international exposure. Mr. Garthe brings a proven track record in complex capital raisings, M&A transactions, and financial system transformations, experience directly relevant to US Elemental as it advances the McDermitt Project.

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Director and Director Nominees

Lindsay Dudfield is expected to serve as a director of US Elemental following the consummation of the Business Combination. Mr. Dudfield is a qualified geologist with over 40 years’ experience in multi commodity exploration, primarily within Australia. He held senior positions with the mineral division of Amoco (1977-1979) and Exxon (1980-1987). In 1987, he became a founding director of Dalrymple Resources NL and spent the following eight years helping acquire and explore Dalrymple’s properties, leading to a number of greenfields discoveries. In late 1994, Mr. Dudfield joined the board of Horizon Mining NL (Jindalee’s predecessor). Mr. Dudfield has been an executive director of Jindalee, the parent of HiTech, since May 2002. Mr. Dudfield holds a Bachelor of Science from Victoria University of Wellington and is a member of the Australasian Institute of Mining and Metallurgy, the Society of Economic Geologists, the Australian Institute of Geoscientists and the Geological Society of Australia. We believe that Mr. Dudfield is well qualified to serve on the US Elemental Board due to his technical background, industry relationships, resource-sector governance, project generation experience, knowledge of the McDermitt Lithium Project and history of managing Jindalee since inception.

Darren Wates is expected to serve as a director of US Elemental following the consummation of the Business Combination. Mr. Wates is a corporate lawyer with over 25 years’ experience in equity capital markets, mergers and acquisitions, resources, project acquisitions/divestments and corporate governance gained through private practice and in-house roles in Western Australia. His principal practice areas include equity capital markets, mergers, acquisitions and divestments, corporate governance, ASX/ASIC compliance, general commercial law and strategy, with particular experience in mining and resources law. Mr. Wates is the founder and Principal of Corpex Legal, a Perth-based legal practice providing corporate, commercial and resources related legal and consulting services, primarily to small and mid-cap ASX listed companies. He has served as legal consultant at Gold Fields Australia Pty Ltd, a mining company based in Perth, Western Australia, Australia since August 2024, and as principal and director of Corpex Legal since February 2016. Mr. Wates has also serverd as a director at Jindalee since August 2022. Mr. Wates holds a Bachelor of Law and Commerce from Murdoch University and a Graduate Diploma in Applied Finance and Investment from FINSIA. We believe that Mr. Wates is well qualified to serve on the US Elemental Board due to his extensive legal, corporate governance, public company, capital markets and resources-sector experience, including service as a director of listed and private entities and senior legal/company secretarial roles in the Australian resources sector.

Wayne Zekulich is expected to serve as a director of US Elemental following the consummation of the Business Combination. Mr. Zekulich is an accomplished company director and finance professional having held various non-executive director and chief financial officer roles. He has served as the Chairman of Pantoro Limited, a mining company listed on the Australian Securities Exchange, since October 2019, a director of Andro Pharmaceuticals Ltd. since September 2023 and a director of Western Australia Treasury Corporation since January 2023. Mr. Zekulich was also the head of Perth Office at Deutsche Bank from June 2014 to February 2024. Mr. Zekulich has also serverd the chair of the Jindalee Board since February 2024. Mr. Zekulich holds a Bachelor of Business from Western Australian Institute of Technology and is a Fellow of the Institute of Chartered Accountants. We believe that Mr. Zekulich is well qualified to serve on the US Elemental Board due to his significant experience in financial markets, capital allocation, corporate governance, stakeholder engagement, infrastructure, resources and board oversight.

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Jarett Goldman currently serves as the Chief Financial Officer and a director of US Elemental and is expected to continue to serve as a director of US Elemental following the consummation of the Business Combination. Mr. Goldman has served as the Chief Financial Officer of CSTA since January 2023 and is an experienced investment professional with over 17 years of global experience in corporate finance, principal investing, and capital markets. Mr. Goldman joined Antarctica Capital as a Senior Vice President in June 2015 and was promoted to director in July 2022. As a current director, Mr. Goldman is responsible for transaction execution, asset management and business development within the firm’s digital infrastructure and real assets-focused investment strategies and serves on the boards of Weddell Holdings and EarthDaily Constellation Group Inc. Mr. Goldman also served as the Chief Financial Officer of GPAC from January 2023 until July 2024. Mr. Goldman possesses experience across capital markets, investment, and business development roles with a recent focus on digital, transportation, and space infrastructure. Prior to his role at Antarctica Capital, Mr. Goldman held a number of positions at Citi in New York and Hong Kong. In his last position he served as a vice president and regional product head for Citi’s Issuer Services business in Asia Pacific, with full profit and loss responsibility over 18 countries and oversight over strategy, product development, transaction structuring, marketing, operations, technology and financial management. Mr. Goldman holds a Bachelor of Science in Policy Analysis and Management and Mandarin Chinese from Cornell University and a Master of Business Administration from Columbia Business School.

Board of Directors

Composition

The business and affairs of US Elemental will be managed under the direction of the US Elemental Board. The US Elemental Board is expected to be chaired by Mr. Dudfield and include as members the individuals named above as directors. Subject to the terms of the Business Combination Agreement, the Proposed Charter and the Proposed Bylaws, the number of directors will be fixed by the US Elemental Board, and is expected to initially be fixed at five directors. Of these five directors, we expect that Mr. Wates, Mr. Zekulich and Mr. Goldman will be determined to qualify as independent in accordance with the applicable listing rules. The directors will be divided into three classes: Class I, Class II and Class III, and will have staggered three-year terms. On the date of the adoption of the Proposed Charter, the directors will initially be divided as follows:

• the Class I director will be Mr. Wates and Mr. Zekulich and their terms will expire at the first annual meeting of stockholders to be held following the date of this proxy statement/prospectus;

• the Class II directors will be Mr. Rodger and Mr. Goldman and their terms will expire at the second annual meeting of stockholders to be held following the date of this proxy statement/prospectus; and

• the Class III director will be Mr. Dudfield and his term will expire at the third annual meeting of stockholders to be held following the date of this proxy statement/prospectus.

As a result of the staggered board, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective terms. At any meeting of stockholders at which directors are to be elected, the number of directors elected may not exceed the greatest number of directors then in office in any class of directors. The members of each class will hold office until the annual meeting stated above when their term expires and until their successors are elected and qualified. At each succeeding annual meeting of the US Elemental Stockholders, the successors to the class of directors whose term expires at that meeting will be elected by plurality vote of all votes cast at such meeting to hold office for a term expiring at the annual meeting of stockholders held in the third year following the year of their election and until their successors are elected and qualified. Subject to the rights, if any, of the holders of any series of preferred stock to elect additional directors under circumstances specified in a preferred stock designation, directors may be elected by the stockholders only at an annual meeting of stockholders.

Director Independence

Under the Nasdaq rules, a director will not be independent unless the US Elemental Board affirmatively determines that the director does not have a direct or indirect material relationship with US Elemental or any of its subsidiaries. In addition, the director must not be precluded from qualifying as independent under the per se bars set forth by the Nasdaq rules.

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The US Elemental Board will undertake a review of its composition, the composition of its committees and the independence of directors and consider whether any director has a material relationship with US Elemental that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, the US Elemental Board is expected to determine that each of Mr. Wates, Mr. Zekulich, and Mr. Goldman do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors qualifies as “independent” as that term is defined under the Nasdaq rules. In making these determinations, the US Elemental Board will consider the relationships that each non-employee director has with US Elemental, the transactions otherwise set forth in this proxy statement/prospectus, and all other facts and circumstances the US Elemental Board deemed relevant in determining their independence, including the director’s beneficial ownership of US Elemental Common Stock.

Controlled Company Exemption

Upon the completion of the Business Combination, Jindalee is expected to be the beneficial owner of approximately [•]% of the outstanding shares of US Elemental Common Stock and so will control the voting power of our outstanding capital stock, as a result of which Jindalee will have the power to elect a majority of the US Elemental Board. Pursuant to Nasdaq’s listing standards, a company of which more than 50% of the voting power for the election of directors is held by an individual, a group or another company qualifies as a “controlled company.” As a result, US Elemental will be a “controlled company” within the meaning of the Nasdaq listing rules and may qualify for and rely on exemptions from certain corporate governance requirements that would otherwise require companies to have: (i) a board of directors comprised of a majority of independent directors; (ii) compensation of our executive officers determined by a majority of the independent directors or a compensation committee comprised solely of independent directors; (iii) a compensation committee charter which, among other things, provides the compensation committee with the authority and funding to retain compensation consultants and other advisors; and (iv) director nominees selected, or recommended for the board’s selection, either by a majority of the independent directors or a nominating committee comprised solely of independent directors. Controlled companies must comply with Nasdaq’s other corporate governance standards. These include having and audit committee and the extraordinary general meetings of independent or non-management directors. Although we expect to qualify as a “controlled company,” we do not currently expect to rely on these exemptions and intend to fully comply with all corporate governance requirements under the listing standards of Nasdaq. However, if we were to utilize some or all of these exemptions, we would not comply with certain of the corporate governance standards of the Nasdaq, which could adversely affect the protections for other stockholders.

Board Committees

The US Elemental Board will direct the management of its business and affairs, as provided by Delaware law, and conduct its business through meetings of the US Elemental Board and standing committees. The standing committees of the US Elemental Board will consist of an audit committee, a compensation committee and a nominating and corporate governance committee, each of which will operate under a written charter and, subject to the exemptions for “controlled companies,” will be composed solely of independent directors.

In addition, from time to time, special committees may be established under the direction of the US Elemental Board when the US Elemental Board deems it necessary or advisable to address specific issues. Copies of US Elemental’s committee charters will be posted on US Elemental’s website, (www.uselemental.com), as required by applicable SEC and Nasdaq rules. The information contained on, or that may be accessed through, US Elemental’s website is not part of, and is not incorporated into, this proxy statement/prospectus or the registration statement of which it forms a part.

Audit Committee

Effective upon the consummation of the Business Combination, the US Elemental Board intends to establish an audit committee. It is expected that the audit committee will consist of Mr. Wates, Mr. Zekulich and [•]. Mr. Zekulich will be the chairperson of the audit committee. The US Elemental Board has determined that Mr. Zekulich satisfies the criteria of an audit committee financial expert as set forth under the applicable rules of the SEC. Each of Mr. Wates, Mr. Zekulich and [•] satisfies the requirements for an “independent director” within the meaning of the Nasdaq listing rules and the criteria for independence set forth in Rule 10A-3 of the Exchange Act.

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The audit committee will oversee US Elemental’s accounting and financial reporting processes. The audit committee will be responsible for, among other things:

• overseeing the relationship with US Elemental’s independent auditors, including:

• appointing, retaining and determining the compensation of US Elemental’s independent auditors;

• approving auditing and pre-approving non-auditing services permitted to be performed by the independent auditors;

• discussing with the independent auditors the overall scope and plans for their audits and other financial reviews;

• reviewing a least annually the qualifications, performance and independence of the independent auditors;

• reviewing reports from the independent auditors regarding all critical accounting policies and practices to be used by US Elemental and all other material written communications between the independent auditors and management; and

• reviewing and resolving any disagreements between management and the independent auditors regarding financial controls or financial reporting;

• overseeing the internal audit function, including conducting an annual appraisal of the internal audit function, reviewing and discussing with management the appointment of the head of internal audit, at least quarterly meetings between the chairperson of the audit committee and the head of internal audit, reviewing any significant issues raised in reports to management by internal audit and ensuring that there are no unjustified restrictions or limitations on the internal audit function and that it has sufficient resources;

• reviewing and recommending all related party transactions to the US Elemental Board for approval, and reviewing and approving all changes to US Elemental’s related party transactions policy;

• reviewing and discussing with management the annual audited financial statements and the design, implementation, adequacy and effectiveness of US Elemental’s internal controls;

• overseeing risks and exposure associated with financial matters; and

• establishing and overseeing procedures for the receipt, retention and treatment of complaints received from US Elemental employees regarding accounting, internal accounting controls or audit matters and the confidential, anonymous submission by US Elemental employees of concerns regarding questionable accounting, auditing and internal control matters.

Compensation Committee

Effective upon the consummation of the Business Combination, the US Elemental Board intends to establish a compensation committee. It is expected that the compensation committee will consist of Mr. Wates, Mr. Zekulich and Mr. Goldman, with Mr. Zekulich serving as the chairperson of the compensation committee. Pursuant to the Nasdaq listing standards, as a controlled company US Elemental will not be required to have a compensation committee composed entirely of independent directors. While US Elemental will remain able to rely upon such exemption from Nasdaq listing standards, the US Elemental Board expects to determine that each of these directors qualify as “independent” under Nasdaq’s additional standards applicable to compensation committee members, and we expect that the US Elemental Board or the compensation committee will meet the requirements of Section 16b-3 of the Exchange Act with respect to acquisitions from the issuer.

The compensation committee will oversee US Elemental’s compensation of its executive officers and directors. The compensation committee will be responsible for, among other things:

• reviewing and approving corporate goals and objectives with respect to the compensation of our Chief Executive Officer, evaluating our Chief Executive Officer’s performance in light of these goals and objectives and setting our Chief Executive Officer’s compensation;

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• reviewing and setting or making recommendations to the US Elemental Board regarding the compensation of our other executive officers;

• reviewing and making recommendations to the US Elemental Board regarding director compensation;

• reviewing and approving or making recommendations to the US Elemental Board regarding our incentive compensation and equity-based plans and arrangements;

• appointing and overseeing any compensation consultants;

• reviewing and discussing annually with management our “Compensation Discussion and Analysis”, to the extent required; and

• preparing the annual compensation committee report required by SEC rules, to the extent required.

Nominating and Corporate Governance Committee

Effective upon the consummation of the Business Combination, the US Elemental Board intends to establish a nominating and corporate governance committee. It is expected that the nominating and corporate governance committee will consist of Mr. Wates, Mr. Zekulich and Mr. Goldman, with Mr. Wates serving as the chairperson of the nominating and corporate governance committee. Pursuant to Nasdaq listing standards, as a controlled company US Elemental will not be required to have a nominating and corporate governance committee composed entirely of independent directors. While US Elemental will remain able to rely upon such exemption from the Nasdaq listing standards, the US Elemental Board expects to determine that the members of our nominating and corporate governance committee qualify as “independent” under Nasdaq rules applicable to nominating and corporate governance committee members.

The nominating and corporate governance committee will be responsible for making recommendations to the US Elemental Board regarding candidates for directorships and the size and composition of the US Elemental Board. In addition, the nominating and corporate governance committee will be responsible for, among other things:

• identifying individuals qualified to become members of the US Elemental Board and ensure the US Elemental Board has the requisite expertise and consists of persons with sufficiently diverse and independent backgrounds;

• recommending to the US Elemental Board the persons to be nominated for election as directors and to each committee of the US Elemental Board;

• developing and recommending to the US Elemental Board corporate governance guidelines, and reviewing and recommending to the US Elemental Board proposed changes to our corporate governance guidelines from time to time; and

• overseeing the annual evaluations of the US Elemental Board, its committees and management.

The nominating and corporate governance committee has not set specific minimum qualifications for director positions. Instead, the nominating and corporate governance committee will review nominations for election or re-election to the US Elemental Board on the basis of a particular candidate’s merits and US Elemental’s needs after taking into account the current composition of the US Elemental Board. When evaluating candidates annually for nomination for election, the nominating and corporate governance committee will consider an individual’s skills, diversity, independence, experience in areas that address the needs of the US Elemental Board and ability to devote adequate time to US Elemental Board duties. The nominating and corporate governance committee does not specifically define diversity, but values diversity of experience, perspective, education, race, gender and national origin as part of its overall annual evaluation of director nominees for election or re-election. Whenever a new seat or a vacated seat on the US Elemental Board is being filled, candidates that appear to best fit the needs of the US Elemental Board and US Elemental will be identified, interviewed and evaluated by the nominating and corporate governance committee. Candidates selected by the nominating and corporate governance committee will then be recommended to the full US Elemental Board.

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Indemnification of Directors and Officers

In addition to the indemnification provided for in the existing CSTA Organizational Documents, CSTA entered into indemnification agreements with each of its officers and directors to indemnify such individuals, to the fullest extent permitted by law and subject to certain limitations, against all judgments, liabilities, fines, penalties, amounts paid in settlement and expenses actually and reasonably incurred by such individuals in an action or proceeding to which any such individual was made a party by reason of being an officer or director of CSTA or an organization of which CSTA is a shareholder or creditor if such individual serves such organization at CSTA’s request. Such indemnification obligation will survive the Business Combination. Additionally, prior to the completion of the Business Combination, US Elemental intends to enter into similar indemnification agreements with each of its directors and certain officers.

Code of Business Conduct and Ethics

In connection with the Closing, US Elemental will adopt a Code of Business Conduct and Ethics (the “Code of Conduct”), applicable to all of its directors, officers and employees. The Code of Conduct will set out US Elemental’s fundamental values and standards of behavior that are expected from US Elemental’s directors, officers and employees with respect to all aspects of US Elemental’s business. The objective of the Code of Conduct will be to provide guidelines for maintaining US Elemental’s integrity, reputation and honesty with a goal of honoring others’ trust in US Elemental at all times. The Code of Conduct will set out guidance with respect to conflicts of interest, protection and proper use of corporate assets and opportunities, confidentiality of corporate information, fair dealing with third parties, compliance with laws and reporting of any illegal or unethical behavior.

US Elemental’s audit committee is responsible for reviewing and evaluating the Code of Conduct periodically and will recommend any necessary or appropriate changes thereto to the US Elemental Board for consideration. The audit committee will also assist the US Elemental Board with the monitoring of compliance with the Code of Conduct and will be responsible for considering any waivers of the Code of Conduct (other than waivers applicable to US Elemental’s directors or executive officers, which shall be subject to review by the US Elemental Board as a whole).

A copy of the Code of Conduct will be available on US Elemental’s website.

US Elemental Inc. 2026 Equity Incentive Plan

Simultaneously with, or immediately prior to, the closing of the Business Combination, and effective as of the closing date of the Business Combination, the US Elemental Board and the US Elemental Stockholders will approve and adopt the US Elemental 2026 Plan, which will reserve for grant a number of shares of US Elemental Common Stock equal to % of the number of issued and outstanding US Elemental Common Stock immediately after the closing of the Business Combination. Additionally, pursuant to the US Elemental 2026 Plan, the shares of US Elemental Common Stock reserved for issuance thereunder will automatically increase annually by % on the first day of each fiscal year beginning with the 2028 fiscal year.

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DESCRIPTION OF SECURITIES OF US ELEMENTAL

The following summary of the material terms of US Elemental’s securities is not intended to be a complete summary of the rights and preferences of such securities. The full text of the Proposed Charter and the Proposed Bylaws are attached as Annex C and Annex D, respectively, to this proxy statement/prospectus. We urge you to read the Proposed Charter and the Proposed Bylaws in their entirety for a complete description of the rights and preferences of the securities of US Elemental following the Closing. Unless the context otherwise requires, all references in this section to “we,” “us” or “our” refer to US Elemental.

Certain provisions of the Proposed Charter, Proposed Bylaws, Certificate of Designation, Warrant Agreement and Form of Warrant to be issued to the Series A Investors summarized below may be deemed to have an anti-takeover effect and may delay or prevent a tender offer or takeover attempt that a stockholder might consider in its best interest, including those attempts that might result in a premium over the market price for the shares of US Elemental Common Stock.

General

The Proposed Charter will authorize the issuance of [•] shares, consisting of:

• [•] shares of US Elemental Common Stock, par value $0.0001 per share;

• [•] shares of US Elemental Preferred Stock, par value $0.0001 per share.

Except as otherwise required by the Proposed Charter, the holders of shares of US Elemental Common Stock shall vote together as a single class (or, if any holders of shares of US Elemental Preferred Stock are entitled to vote together with the US Elemental Stockholders, as a single class with such holders of US Elemental Preferred Stock) on all matters submitted to a vote of US Elemental Stockholders.

Common Stock

US Elemental Common Stock

Voting rights. Each holder of record of US Elemental Common Stock, as such, shall have one vote for each share of US Elemental Common Stock that is outstanding and held by US Elemental on all matters on which stockholders are entitled to vote generally. The holders of shares of US Elemental Common Stock do not have cumulative voting rights.

Dividend rights. Subject to applicable law and the rights, if any, of the holders of any outstanding series of US Elemental Preferred Stock or any other class or series of stock, in each case having a preference over or the right to participate with the US Elemental Common Stock with respect to the payment of dividends and other distributions in cash, property or shares of stock of US Elemental, dividends and other distributions may be declared and paid ratably on the US Elemental Common Stock out of the assets of US Elemental that are legally available for this purpose at such times and in such amounts as the US Elemental Board, in its discretion, shall determine.

The payment of future dividends on the shares of US Elemental Common Stock will depend on the financial condition of US Elemental after the completion of the Business Combination, and subject to the discretion of the US Elemental Board. There can be no guarantee that cash dividends will be declared. The ability of US Elemental to declare dividends may be limited by the terms and conditions of other financing and other agreements entered into by US Elemental or any of its subsidiaries from time to time.

Rights upon liquidation. In the event of dissolution, liquidation or winding up of US Elemental, after payment or provision for payment of the debts and other liabilities of US Elemental and subject to the rights, if any, of the holders of any outstanding series of US Elemental Preferred Stock or any class or series of stock having a preference over or the right to participate with the US Elemental Common Stock with respect to the distribution of assets of US Elemental upon such dissolution, liquidation or winding up of US Elemental, the US Elemental Stockholders shall be entitled to receive the remaining assets of US Elemental available for distribution to its stockholders ratably in proportion to the number of shares held by them.

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Other rights. The US Elemental Stockholders have no pre-emptive or conversion rights or other subscription rights. There are no redemption or sinking fund provisions applicable to the US Elemental Common Stock. The rights, preferences and privileges of holders of the US Elemental Common Stock will be subject to those of the holders of any shares of the US Elemental Preferred Stock that US Elemental may issue in the future.

US Elemental Preferred Stock

Up to 1,550 shares of US Elemental Preferred Stock, all of which will be US Elemental Series A Preferred Stock, will be issued or outstanding immediately after the completion of the Business Combination. The Proposed Certificate of Incorporation will authorize the US Elemental Board to establish one or more series of US Elemental Preferred Stock. Unless required by law or any stock exchange, the authorized shares of US Elemental Preferred Stock will be available for issuance without further action by the US Elemental Stockholders.

The US Elemental Board has the discretion to determine the powers, preferences and relative, participating, optional and other special rights, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of US Elemental Preferred Stock. The issuance of US Elemental Preferred Stock may have the effect of delaying, deferring or preventing a change in control of US Elemental without further action by the stockholders. Additionally, the issuance of US Elemental Preferred Stock may adversely affect the holders of the US Elemental Common Stock by restricting dividends on the US Elemental Common Stock, diluting the voting power of the US Elemental Common Stock or subordinating the liquidation rights of the US Elemental Common Stock. As a result of these or other factors, the issuance of US Elemental Preferred Stock could have an adverse impact on the market price of the US Elemental Common Stock.

In connection with the Closing, the US Elemental Board will adopt the Certificate of Designation, creating the US Elemental Series A Preferred Stock.

Dividends: The US Elemental Series A Preferred Stock will accrue cumulative dividends daily on the Accrued Value of each share at the Annual Rate, which is 12.0% per annum if paid in kind by increasing the Accrued Value of such share (an “Accreted Dividend”) or 10% per annum if paid in cash (a “Cash Dividend”), in each case at US Elemental’s election. Such dividends will compound quarterly, whether or not earned or declared and whether or not funds are legally available for their payment. Upon the occurrence and during the continuation of any Event of Default (as described below), the Annual Rate will automatically increase to 15.0% until such Event of Default is cured or waived.

Liquidation Preference: Upon any voluntary or involuntary liquidation, dissolution or winding up of US Elemental, or any Deemed Liquidation Event, the holders of US Elemental Series A Preferred Stock will be entitled to receive, before any distribution is made to US Elemental Stockholders or any other Junior Securities, an amount per share equal to the greater of (i) the redemption price calculated pursuant to Section 8(a) of the Certificate of Designation or (ii) such amount per share as would have been payable had all shares of US Elemental Series A Preferred Stock been converted into US Elemental Common Stock immediately prior to such liquidation event. Thereafter, the remaining assets available for distribution will be distributed among the holders of US Elemental Series A Preferred Stock and US Elemental Common Stock on a pro rata basis, treating all such securities as if converted into US Elemental Common Stock immediately prior to such liquidation event.

Voting: Following the Closing, the US Elemental Series A Preferred Stock will (i) vote together with the US Elemental Common Stock as a single class, except as otherwise required by law or as provided in the Certificate of Designation and (ii) be entitled to the protective rights described under “Protective Provisions” below. Each holder of US Elemental Series A Preferred Stock will be entitled to cast the number of votes equal to the number of whole shares of US Elemental Common Stock into which such holder’s shares of US Elemental Series A Preferred Stock are convertible as of the applicable record date.

Protective Provisions: For so long as Antarctica Holder holds at least 20% of the shares of US Elemental Series A Preferred Stock issued and outstanding as of the Closing, US Elemental shall not, without the affirmative vote or written consent of the holders of a majority of the US Elemental Series A Preferred Stock then outstanding, take any of the following actions: (i) other than in connection with the Business Combination Closing, amend, alter or repeal the articles of incorporation, bylaws, the Certificate of Designation or any similar document of US Elemental in a manner that adversely affects, changes or alters the powers, preferences or rights of the US Elemental Series A Preferred Stock; (ii) increase or decrease the authorized number of shares of US Elemental Series A Preferred Stock; (iii) create, authorize the creation of, classify, reclassify or issue any other security convertible into or exercisable for

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any equity security, unless such security ranks junior to the US Elemental Series A Preferred Stock with respect to its rights, preferences and privileges, including dividend rights and rights on liquidation; or (iv) except as set forth in Section 3 of the Certificate of Designation, purchase or redeem or pay any cash dividend on any capital stock ranking junior to the US Elemental Series A Preferred Stock prior to payment of such cash dividend on the US Elemental Series A Preferred Stock, other than capital stock repurchased at cost from former employees in connection with the cessation of their service or pursuant to the terms of any equity incentive plan of US Elemental.

Conversion: Each share of US Elemental Series A Preferred Stock will be convertible into US Elemental Common Stock at any time at the option of the holder, following the Closing, at a rate equal to the Accrued Value divided by the then-applicable conversion price. The conversion price will initially be $1,000, subject to adjustments for stock dividends, splits, combinations, reclassifications and similar events. The conversion price is also subject to anti-dilution adjustments in the event US Elemental issues or sells (or is deemed to issue or sell) shares of US Elemental Common Stock at a price per share less than the conversion price then in effect (other than in connection with certain exempt issuances), provided that no such adjustment will be made unless US Elemental has cumulatively issued more than $3,000,000 in such dilutive issuances. In addition, on the twenty-first trading day following each of the dates that are 6, 9, 12, 15, 18, 21 and 24 months after the Closing, if the 20-day volume-weighted average price of the US Elemental Common Stock is less than the conversion price then in effect, the conversion price will be reduced to the greater of (i) such volume-weighted average price and (ii) $7.50.

Put Rights: Unless prohibited by applicable law governing distributions to stockholders, the US Elemental Series A Preferred Stock will be redeemable at the option of any holder commencing any time after the fifth anniversary of the Closing at a price equal to the Accrued Value. If any portion of the redemption price remains unpaid more than five business days following the redemption date, additional interest will accrue on the unpaid portion at a rate equal to the lesser of (i) 15.0% per annum and (ii) the maximum rate permitted under applicable law.

Call Rights: Unless prohibited by applicable law governing distributions to stockholders, the US Elemental Series A Preferred Stock will be redeemable at the option of US Elemental commencing any time (A) prior to the first anniversary of the Closing at a price equal to 150% of the Accrued Value; (B) on or after the first anniversary but prior to the second anniversary of the Closing at a price equal to 140% of the Accrued Value; (C) on or after the second anniversary but prior to the third anniversary of the Closing at a price equal to 130% of the Accrued Value; (D) on or after the third anniversary but prior to the fourth anniversary of the Closing at a price equal to 120% of the Accrued Value; (E) on or after the fourth anniversary but prior to the fifth anniversary of the Closing at a price equal to 110% of the Accrued Value; or (F) on or after the fifth anniversary of the Closing at a price equal to 100% of the Accrued Value.

Events of Default: An “Event of Default” will occur if (i) US Elemental fails to pay when due any cash dividend, redemption price, liquidation preference, Accrued Value or other amount owing with respect to the US Elemental Series A Preferred Stock, and such failure continues for ten business days, or (ii) US Elemental breaches any material covenant or other provision of the Certificate of Designation, the Registration Rights Agreement or the Purchase Agreement, and such breach remains uncured for thirty days after written notice from any holder. Upon the occurrence and during the continuation of any Event of Default, the dividend rate on the US Elemental Series A Preferred Stock will automatically increase to 15.0% per annum until such Event of Default is cured or waived.

Warrants

As a result of and upon the effective time of the Initial Merger, amongst other things (a) each CSTA Warrant will be automatically converted into a redeemable US Elemental Warrant on the same terms as the CSTA Warrants, and (b) each CSTA Unit issued and outstanding as of immediately prior to the Domestication will automatically be canceled and each holder will receive one share of US Elemental Common Stock and one-third of one US Elemental Warrant. No fractional US Elemental Warrants will be issued upon separation of the CSTA Units.

CSTA Public Warrants

Each whole US Elemental Warrant received upon conversion of a CSTA Public Warrant will entitle the registered holder to purchase one share of US Elemental Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing 30 days after the completion of the Business Combination, provided that US Elemental has an effective registration statement under the Securities Act covering the shares of US Elemental Common Stock issuable upon exercise of such US Elemental Warrants and a current prospectus relating to them is available (or US Elemental permits holders to exercise such US Elemental Warrants on a cashless basis under the circumstances

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specified in the Warrant Agreement) and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder. Pursuant to the Warrant Agreement, a US Elemental Warrant holder may exercise its US Elemental Warrants only for a whole number of shares of US Elemental Common Stock. This means only a whole US Elemental Warrant may be exercised at a given time by a US Elemental Warrant holder. No fractional US Elemental Warrants will be issued upon separation of the CSTA Units and only whole US Elemental Warrants will trade. The US Elemental Warrants will expire five years after the completion of the Business Combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

US Elemental will not be obligated to deliver any shares of US Elemental Common Stock pursuant to the exercise of a US Elemental Warrant issued upon conversion of a CSTA Public Warrant and will have no obligation to settle such US Elemental Warrant exercise unless a registration statement under the Securities Act with respect to the shares of US Elemental Common Stock underlying such US Elemental Warrants is then effective and a prospectus relating thereto is current, subject to US Elemental satisfying its obligations described below with respect to registration. No US Elemental Warrant issued upon conversion of a CSTA Public Warrant will be exercisable and US Elemental will not be obligated to issue a share of US Elemental Common Stock upon exercise of such US Elemental Warrant unless the share of US Elemental Common Stock issuable upon exercise of such US Elemental Warrant has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of such US Elemental Warrant. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a US Elemental Warrant issued upon conversion of a CSTA Public Warrant, the holder of such US Elemental Warrant will not be entitled to exercise such US Elemental Warrant and such US Elemental Warrant may have no value and expire worthless. In no event will US Elemental be required to net cash settle any US Elemental Warrant. In the event that a registration statement is not effective for the shares of US Elemental Common Stock underlying the exercised US Elemental Warrants, the purchaser of an CSTA Unit containing the CSTA Public Warrant that has been converted into a US Elemental Warrant will have paid the full purchase price for the CSTA Unit solely for the CSTA Public Share underlying such CSTA Unit.

CSTA registered the CSTA Class A Ordinary Shares issuable upon exercise of the CSTA Public Warrants in the registration statement for its IPO because the CSTA Public Warrants (or the US Elemental Warrants into which the CSTA Public Warrants convert) will become exercisable 30 days after the completion of the Business Combination, which, at the time of the IPO, may have occurred within one year of the IPO. However, because the US Elemental Warrants will be exercisable until their expiration date of up to five years after the completion of the Business Combination, in order to comply with the requirements of Section 10(a)(3) of the Securities Act following the consummation of the Business Combination, under the terms of the Warrant Agreement, CSTA has agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of the Business Combination, US Elemental will use its best efforts to file with the SEC a post-effective amendment to the registration statement for the IPO or a new registration statement covering the registration under the Securities Act of the shares of US Elemental Common Stock issuable upon exercise of the US Elemental Warrants and thereafter will use its best efforts to cause the same to become effective within 60 business days following the Business Combination and to maintain a current prospectus relating to the shares of US Elemental Common Stock issuable upon exercise of the US Elemental Warrants until the expiration of the US Elemental Warrants in accordance with the provisions of the Warrant Agreement. If a registration statement covering the shares of US Elemental Common Stock issuable upon exercise of the US Elemental Warrants is not effective by the sixtieth (60th) business day after the closing of the Business Combination, US Elemental Warrant holders may, until such time as there is an effective registration statement and during any period when US Elemental will have failed to maintain an effective registration statement, exercise US Elemental Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the US Elemental Common Stock is at the time of any exercise of a US Elemental Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, US Elemental may, at its option, require holders of US Elemental Warrants who exercise their US Elemental Warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event US Elemental so elects,

US Elemental will not be required to file or maintain in effect a registration statement, and in the event US Elemental does not so elect, US Elemental will use its best efforts to register or qualify the shares of US Elemental Common Stock under applicable blue sky laws to the extent an exemption is not available. In such event, each holder would pay the exercise price by surrendering the US Elemental Warrants for that number of shares of US Elemental Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of US Elemental Common Stock underlying the US Elemental Warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of such US Elemental Warrants by (y) the fair market value. The “fair market value”

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as used in this paragraph means the volume weighted average price of the US Elemental Common Stock for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the US Elemental Warrant agent.

Redemption of US Elemental Warrants when the price per share of US Elemental Common Stock equals or exceeds $18.00. Once the US Elemental Warrants become exercisable, US Elemental may redeem the outstanding US Elemental Warrants:

• in whole and not in part;

• at a price of $0.01 per US Elemental Warrant;

• upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and

• if, and only if, the closing price of the US Elemental Common Stock equals or exceeds $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day before US Elemental sends the notice of redemption to the US Elemental Warrant holders (the “Reference Value”).

If and when the US Elemental Warrants become redeemable by US Elemental, US Elemental may exercise its redemption right even if US Elemental is unable to register or qualify the underlying securities for sale under all applicable state securities laws.

CSTA has established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the US Elemental Warrant exercise price. If the foregoing conditions are satisfied and US Elemental issues a notice of redemption of the US Elemental Warrants, each US Elemental Warrant holder will be entitled to exercise his, her or its US Elemental Warrant prior to the scheduled redemption date. However, the price of the US Elemental Common Stock may fall below the $18.00 per share redemption trigger price (as adjusted for stock dividends, split-ups, reorganizations, recapitalizations and the like) as well as the $11.50 US Elemental Warrant exercise price after the redemption notice is issued.

Redemption of US Elemental Warrants when the price per share of US Elemental Common Stock equals or exceeds $10.00. Once the US Elemental Warrants become exercisable, US Elemental may redeem the outstanding US Elemental Warrants:

• in whole and not in part;

• at $0.10 per US Elemental Warrant upon a minimum of 30 days’ prior written notice of redemption; provided that during such 30-day redemption period holders will be able to exercise their US Elemental Warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table below, based on the redemption date and the “fair market value” of our shares of US Elemental Common Stock except as otherwise described below; provided, further, that if the US Elemental Warrants are not exercised on a cashless basis or otherwise during such 30 day period, we shall redeem such US Elemental Warrants for $0.10 per share;

• if, and only if, the Reference Value equals or exceeds $10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before we send the notice of redemption to the US Elemental Warrant holders; and

• if the Reference Value is less than $18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like), the CSTA Private Placement Warrants and the Working Capital Warrants must also be concurrently called for redemption on the same terms as the outstanding CSTA Public Warrants, as described above.

The numbers in the table below represent the number of shares of US Elemental Common Stock that a US Elemental Warrant holder will receive upon exercise in connection with a redemption by US Elemental pursuant to this redemption feature, based on the “fair market value” of shares of US Elemental Common Stock on the corresponding redemption date (assuming holders elect to exercise their US Elemental Warrants and such US Elemental Warrants are not redeemed for $0.10 per US Elemental Warrant), determined based on volume-weighted average price of the shares of US Elemental Common Stock as reported during the 10 trading days immediately following the date on

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which the notice of redemption is sent to the holders of US Elemental Warrants, and the number of months that the corresponding redemption date precedes the expiration date of the US Elemental Warrants, each as set forth in the table below. US Elemental will provide US Elemental Warrant holders with the final fair market value no later than one business day after the 10-trading day period described above ends.

The share prices set forth in the column headings of the table below will be adjusted as of any date on which the number of shares issuable upon exercise of a US Elemental Warrant or the exercise price of the US Elemental Warrant is adjusted as set forth under the heading “— Anti-dilution Adjustments” below. If the number of shares issuable upon exercise of a US Elemental Warrant is adjusted, the adjusted share prices in the column headings will equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the exercise price of the US Elemental Warrant after such adjustment and the denominator of which is the price of the US Elemental Warrant immediately prior to such adjustment. In such an event, the number of shares in the table below shall be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise of a US Elemental Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise of a US Elemental Warrant as so adjusted. If the exercise price of the US Elemental Warrant is adjusted as a result of raising capital in connection with the Business Combination, the adjusted share prices in the column headings will by multiplied by a fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price as set forth under the heading “— Anti-dilution Adjustments” and the denominator of which is $10.00.

\n\n\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\t\n\t\t\t\t\n\n\t\t

\n\n\n\n\t\t\t\t\t\t

Redemption Date (period to
expiration of US Elemental
Warrants)

\n\t\t\t\t\t

\n\t\t\t\t\t\t

Fair Market Value of Shares of US Elemental Common Stock

\n\t\t\t\t\t

\n\t\t\t\t\t\t

<5$10.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t

$11.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t

$12.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t

$13.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t

$14.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t

$15.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t

$16.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t

$17.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t

>$18.00

\n\t\t\t\t\t

\n\t\t\t\t\t\t

60 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.261

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.281

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.297

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.311

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.324

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.337

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.348

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.358

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

57 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.257

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.277

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.294

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.310

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.324

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.337

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.348

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.358

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

54 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.252

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.272

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.291

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.307

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.322

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.335

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.347

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.357

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

51 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.246

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.268

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.287

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.304

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.320

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.333

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.346

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.357

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

48 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.241

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.263

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.283

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.301

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.317

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.332

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.344

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.356

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

45 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.235

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.258

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.279

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.298

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.315

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.330

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.343

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.356

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

42 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.228

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.252

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.274

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.294

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.312

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.328

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.342

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.355

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

39 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.221

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.246

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.269

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.290

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.309

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.325

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.340

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.354

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

36 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.213

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.239

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.263

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.285

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.305

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.323

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.339

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.353

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

33 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.205

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.232

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.257

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.280

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.301

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.320

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.337

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.352

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

30 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.196

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.224

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.250

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.274

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.297

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.316

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.335

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.351

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

27 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.185

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.214

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.242

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.268

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.291

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.313

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.332

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.350

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

24 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.173

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.204

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.233

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.260

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.285

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.308

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.329

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.348

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

21 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.161

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.193

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.223

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.252

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.279

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.304

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.326

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.347

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

18 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.146

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.179

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.211

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.242

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.271

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.298

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.322

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.345

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

15 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.130

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.164

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.197

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.230

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.262

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.291

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.317

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.342

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

12 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.111

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.146

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.181

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.216

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.250

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.282

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.312

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.339

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

9 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.090

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.125

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.162

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.199

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.237

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.272

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.305

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.336

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

6 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.065

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.099

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.137

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.178

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.219

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.259

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.296

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.331

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

3 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.034

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.065

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.104

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.150

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.197

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.243

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.286

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.326

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0 months

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

—

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.042

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.115

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.179

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.233

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.281

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.323

\n\t\t\t\t\t

\n\t\t\t\t\t\t

0.361

\n\t\t\t\t\t

The exact fair market value and redemption date may not be set forth in the table above, in which case, if the fair market value is between two values in the table or the redemption date is between two redemption dates in the table, the number of shares of US Elemental Common Stock to be issued for each US Elemental Warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher and lower fair market values and the earlier and later redemption dates, as applicable, based on a 365 or 366-day year, as applicable. For example, if the volume-weighted average price of our shares of US Elemental Common Stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the US Elemental Warrants is $11.00 per share, and at such time there are 57 months until the expiration of the US Elemental Warrants, holders may choose to, in connection with this redemption feature, exercise their US Elemental Warrants for 0.277 shares of US Elemental Common Stock for each whole US Elemental Warrant. For an example where the exact fair market value and redemption date are not as set forth in the table above, if the volume-weighted average price of our

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shares of US Elemental Common Stock as reported during the 10 trading days immediately following the date on which the notice of redemption is sent to the holders of the US Elemental Warrants is $13.50 per share, and at such time there are 38 months until the expiration of the US Elemental Warrants, holders may choose to, in connection with this redemption feature, exercise their US Elemental Warrants for 0.298 shares of US Elemental Common Stock for each whole US Elemental Warrant. In no event will the US Elemental Warrants be exercisable in connection with this redemption feature for more than 0.361 shares of US Elemental Common Stock per US Elemental Warrant (subject to adjustment).

This redemption feature is structured to allow for all of the outstanding US Elemental Warrants to be redeemed when the shares of US Elemental Common Stock are trading at or above $10.00 per share, which may be at a time when the trading price of our shares of US Elemental Common Stock is below the exercise price of the US Elemental Warrants. We have established this redemption feature to provide us with the flexibility to redeem the US Elemental Warrants without the US Elemental Warrants having to reach the $18.00 per share threshold set forth above under “— Redemption of US Elemental Warrants when the price per share of US Elemental Common Stock equals or exceeds $18.00.” Holders choosing to exercise their US Elemental Warrants in connection with a redemption pursuant to this feature will, in effect, receive a number of shares for their US Elemental Warrants based on an option pricing model with a fixed volatility input as of January 26, 2021, the date of the Warrant Agreement. This redemption right provides us with an additional mechanism by which to redeem all of the outstanding US Elemental Warrants, and therefore have certainty as to our capital structure as the US Elemental Warrants would no longer be outstanding and would have been exercised or redeemed. We will be required to pay the applicable redemption price to US Elemental Warrant holders if we choose to exercise this redemption right and it will allow us to quickly proceed with a redemption of the US Elemental Warrants if we determine it is in our best interest to do so. As such, we would redeem the US Elemental Warrants in this manner when we believe it is in our best interest to update our capital structure to remove the US Elemental Warrants and pay the redemption price to the US Elemental Warrant holders.

As stated above, we can redeem the US Elemental Warrants when the shares of US Elemental Common Stock are trading at a price starting at $10.00, which is below the exercise price of $11.50, because it will provide certainty with respect to our capital structure and cash position while providing US Elemental Warrant holders with the opportunity to exercise their US Elemental Warrants on a cashless basis for the applicable number of shares. If we choose to redeem the US Elemental Warrants when the shares of US Elemental Common Stock are trading at a price below the exercise price of the US Elemental Warrants, this could result in the US Elemental Warrant holders receiving fewer shares of US Elemental Common Stock than they would have received if they had chosen to wait to exercise their US Elemental Warrants for shares of US Elemental Common Stock if and when such shares of US Elemental Common Stock were trading at a price higher than the exercise price of $11.50.

No fractional shares of US Elemental Common Stock will be issued upon exercise. If, upon exercise, a holder would be entitled to receive a fractional interest in a share, we will round down to the nearest whole number of the number of shares of US Elemental Common Stock to be issued to the holder.

A holder of a US Elemental Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such US Elemental Warrant, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the US Elemental Warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (as specified by the holder) of the shares of US Elemental Common Stock issued and outstanding immediately after giving effect to such exercise.

Anti-dilution Adjustments

If the number of outstanding shares of US Elemental Common Stock is increased by a capitalization or share dividend payable in shares of US Elemental Common Stock, or by a subdivision of shares of US Elemental Common Stock or other similar event, then, on the effective date of such capitalization or share dividend, subdivision or similar event, the number of shares of US Elemental Common Stock issuable on exercise of each US Elemental Warrant will be increased in proportion to such increase in the outstanding shares of US Elemental Common Stock. A rights offering made to all or substantially all holders of shares of US Elemental Common Stock entitling holders to purchase shares of US Elemental Common Stock at a price less than the “historical fair market value” (as defined below) will be deemed a share dividend of a number of shares of US Elemental Common Stock equal to the product of (i) the number of shares of US Elemental Common Stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for shares of US Elemental Common Stock) and (ii) one minus the quotient of (x) the price per share of US Elemental Common Stock paid in

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such rights offering and (y) the historical fair market value. For these purposes, (i) if the rights offering is for securities convertible into or exercisable for shares of US Elemental Common Stock, in determining the price payable for shares of US Elemental Common Stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) “historical fair market value” means the volume-weighted average price of shares of US Elemental Common Stock as reported during the 10 trading day period ending on the trading day prior to the first date on which the shares of US Elemental Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

In addition, if we, at any time while the US Elemental Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to all or substantially all the holders of shares of US Elemental Common Stock on account of such shares of US Elemental Common Stock (or other securities into which the US Elemental Warrants are convertible), other than (a) as described above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the shares of US Elemental Common Stock during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50 (as adjusted to appropriately reflect any other adjustments and excluding cash dividends or cash distributions that resulted in an adjustment to the exercise price or to the number of shares of US Elemental Common Stock issuable on exercise of each US Elemental Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50 per share, (c) to satisfy the redemption rights of the holders of shares of US Elemental Common Stock in connection with a proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of shares of US Elemental Common Stock in connection with a shareholder vote to amend the CSTA Organizational Documents (A) to modify the substance or timing of our obligation to provide holders of our shares of US Elemental Common Stock the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of CSTA Public Shares if we do not complete our Business Combination by the Termination Date, or (B) with respect to any other provision relating to the rights of holders of our shares of US Elemental Common Stock or pre-initial Business Combination activity, or (e) in connection with the redemption of CSTA Public Shares upon our failure to complete our Business Combination, then the US Elemental Warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of US Elemental Common Stock in respect of such event.

If the number of outstanding shares of US Elemental Common Stock is decreased by a consolidation, combination, reverse share sub-division or reclassification of shares of US Elemental Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse share sub-division, reclassification or similar event, the number of shares of US Elemental Common Stock issuable on exercise of each US Elemental Warrant will be decreased in proportion to such decrease in outstanding shares of US Elemental Common Stock.

Whenever the number of shares of US Elemental Common Stock purchasable upon the exercise of the US Elemental Warrants is adjusted, as described above, the US Elemental Warrant exercise price will be adjusted by multiplying the US Elemental Warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of US Elemental Common Stock purchasable upon the exercise of the US Elemental Warrants immediately prior to such adjustment and (y) the denominator of which will be the number of shares of US Elemental Common Stock so purchasable immediately thereafter.

In case of any reclassification or reorganization of the outstanding shares of US Elemental Common Stock (other than those described above or that solely affects the par value of such shares of US Elemental Common Stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our issued and outstanding shares of US Elemental Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the US Elemental Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the US Elemental Warrants and in lieu of the shares of US Elemental Common Stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of US Elemental Common Stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the US Elemental Warrants would have received if such holder had exercised their US Elemental Warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of shares of US Elemental Common Stock in such a transaction is payable in the form of shares of US

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Elemental Common Stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the US Elemental Warrant properly exercises the US Elemental Warrant within thirty days following public disclosure of such transaction, the US Elemental Warrant exercise price will be reduced as specified in the Warrant Agreement based on the Black-Scholes value of the US Elemental Warrant. The purpose of such exercise price reduction is to provide additional value to holders of the US Elemental Warrants when an extraordinary transaction occurs during the exercise period of the US Elemental Warrants pursuant to which the holders of the US Elemental Warrants otherwise do not receive the full potential value of the US Elemental Warrants.

The US Elemental Warrants will be issued in registered form under a Warrant Agreement between Continental Stock Transfer & Trust Company, as US Elemental Warrant agent, and us. The Warrant Agreement provides that the terms of the US Elemental Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 65% of the then outstanding CSTA Public Warrants to make any change that adversely affects the interests of the registered holders, and, solely with respect to any amendment to the terms of the CSTA Private Placement Warrants or the Working Capital Warrants or any provision of the Warrant Agreement with respect thereto, 65% of the then outstanding CSTA Private Placement Warrants and Working Capital Warrants.

The US Elemental Warrant holders do not have the rights or privileges of US Elemental Stockholders and any voting rights until they exercise their US Elemental Warrants and receive shares of US Elemental Common Stock. After the issuance of shares of US Elemental Common Stock upon exercise of the US Elemental Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.

No fractional US Elemental Warrants have been or will be issued upon separation of the units and only whole US Elemental Warrants will trade. If, upon exercise of the US Elemental Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of US Elemental Common Stock to be issued to the US Elemental Warrant holder.

We have agreed that, subject to applicable law, any action, proceeding or claim against us arising out of or relating in any way to the Warrant Agreement will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. See “Risk Factors — Our Warrant Agreement will designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our US Elemental Warrants, which could limit the ability of US Elemental Warrant holders to obtain a favorable judicial forum for disputes with our company.” This provision applies to claims under the Securities Act but does not apply to claims under the Exchange Act or any claim for which the federal district courts of the United States of America are the sole and exclusive forum.

CSTA Private Placement Warrants

Except as described below, the CSTA Private Placement Warrants have terms and provisions that are identical to those of the warrants sold as part of the units in the IPO. The CSTA Private Placement Warrants (including the shares of US Elemental Common Stock issuable upon exercise of the CSTA Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of our Business Combination, except pursuant to limited exceptions, and they will not be redeemable by us (except as described above under “— Redemption of US Elemental Warrants when the price per share of US Elemental Common Stock equals or exceeds $10.00”) so long as they are held by affiliates of the Sponsor or their permitted transferees. Affiliates of our Sponsor, or their permitted transferees, have the option to exercise the CSTA Private Placement Warrants on a cashless basis. If the CSTA Private Placement Warrants are held by holders other than affiliates of our Sponsor or their permitted transferees, the CSTA Private Placement Warrants will be redeemable by us in all redemption scenarios and exercisable by the holders on the same basis as the warrants included in the units being sold in the IPO. Any amendment to the terms of the Private Placement Warrants or any provision of the warrant agreement with respect to the CSTA Private Placement Warrants will require a vote of holders of at least 65% of the number of the then outstanding CSTA Private Placement Warrants and Working Capital Warrants.

If holders of the CSTA Private Placement Warrants elect to exercise them on a cashless basis, other than in the instance of redeeming warrants for shares of US Elemental Common Stock when the price per share of US Elemental Common Stock equals or exceeds $10.00, they would pay the exercise price by surrendering his, her or its warrants

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for that number of shares of US Elemental Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of US Elemental Common Stock underlying the warrants, multiplied by the excess of the “historical fair market value” (defined below) over the exercise price of the warrants by (y) the historical fair market value. The “historical fair market value” will mean the average reported closing price of the shares of US Elemental Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the holders of warrants. The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by affiliates of our Sponsor or their permitted transferees is because it is not known at this time whether they will be affiliated with us following a Business Combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that restrict insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of US Elemental Common Stock received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless basis is appropriate.

In connection with the Business Combination, HiTech and CSTA have agreed pursuant to the terms of the Business Combination Agreement that certain CSTA working capital loans (including extension funding loans) may be converted into CSTA Private Placement Warrants at a $1.50 conversion price.

US Elemental Series A Preferred Investor Warrants

The US Elemental Series A Preferred Investor Warrants will be issued to Antarctica Holder at the Closing in a number equal to the Accrued Value of the US Elemental Series A Preferred Stock divided by the Conversion Price, in each case measured as of the date of the Closing. The US Elemental Series A Preferred Investor Warrants are immediately exercisable upon issuance at Closing and expire five years from the date of Closing at 5:00 p.m., New York City time (the “PIW Termination Date”). The US Elemental Series A Preferred Investor Warrants include customary cash and cashless exercise provisions. Each US Elemental Series A Preferred Investor Warrant is initially exercisable at $11.50 per share of US Elemental Common Stock, subject to adjustment for stock dividends, stock splits, combinations, reclassifications and similar recapitalizations, as well as an anti-dilution adjustment in the event US Elemental issues or sells (or is deemed to issue or sell) shares of US Elemental Common Stock at a price per share less than the exercise price then in effect (other than in connection with certain exempt issuances), in which case the exercise price will be reduced to such lower price per share, provided that no such adjustment will be made unless US Elemental has cumulatively issued more than $3,000,000 in such dilutive issuances. In addition, on the twenty-first trading day ending on each Measurement Date, if the 20-day volume-weighted average price of the US Elemental Common Stock is less than the exercise price then in effect, the exercise price will be reduced to the greater of (i) such volume-weighted average price and (ii) $7.50.

The US Elemental Series A Preferred Investor Warrants do not include any redemption features. The US Elemental Series A Preferred Investor Warrants may be exercised on a cashless basis if, at any time after the six month anniversary of the Closing Date, there is not an effective registration statement with respect to the shares of US Elemental Common Stock underlying the US Elemental Series A Preferred Investor Warrants. On the PIW Termination Date, the US Elemental Series A Preferred Investor Warrants will be automatically exercised on a cashless basis. To exercise on a cashless basis, the holder of the US Elemental Series A Preferred Investor Warrant would pay the exercise price by surrendering the US Elemental Series A Preferred Investor Warrant (or part thereof) for that number of shares of US Elemental Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of US Elemental Common Stock underlying the US Elemental Preferred Investor Warrant, multiplied by the excess of the daily volume weighted average price of the US Elemental Common Stock on the date specified by the US Elemental Preferred Investor Warrant less the exercise price of such US Elemental Preferred Investor Warrant by (y) the daily volume weighted average price of the US Elemental Common Stock on the date specified by the Preferred Investor Warrant.

The holders of US Elemental Series A Preferred Investor Warrants will not have the rights or privileges of holders of shares of US Elemental Common Stock or any voting rights in respect of the US Elemental Series A Preferred Investor Warrants or underlying shares of US Elemental Common Stock until they exercise their US Elemental Series A Preferred Investor Warrants and receive shares of US Elemental Common Stock. After the issuance of shares of US Elemental Common Stock upon exercise of the US Elemental Series A Preferred Investor Warrants, each holder will be entitled to one vote for each share of US Elemental Common Stock held of record on all matters to be voted on by stockholders.

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Anti-Takeover Effects of the Proposed Certificate of Incorporation, the Proposed Bylaws and Certain Provisions of Delaware Law

The Proposed Charter does not provide for cumulative voting in the election of directors. The US Elemental Board is empowered to elect a director to fill a vacancy created by the expansion of the US Elemental Board or the resignation, death, or removal of a director in certain circumstances.

Authorized US Elemental Common Stock and US Elemental Preferred Stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved US Elemental Common Stock and US Elemental Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Limitations on Liability and Indemnification of Officers and Directors

The Proposed Charter and the Proposed Bylaws provide that US Elemental will indemnify and hold harmless its directors, to the fullest extent permitted by the DGCL as it presently exists or may hereafter be amended. In addition, the Proposed Charter provides that US Elemental’s directors will not be personally liable to US Elemental or its stockholders for monetary damages for any breach of fiduciary duty as a director, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended.

The Proposed Bylaws also permit US Elemental to purchase and maintain insurance on behalf of any person who is or was a director officer, employee or agent of US Elemental, or is or was serving at the request of US Elemental as a director, officer, employee or agent of another corporation, partnership, joint venture, trust enterprise or non-profit entity against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not US Elemental could have the power to indemnify him or her against such liability under the provisions of the DGCL.

These provisions may discourage stockholders from bringing a lawsuit against US Elemental’s directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though such an action, if successful, might otherwise benefit US Elemental’s stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent pay the costs of settlement and damage awards against officers and directors pursuant to these indemnification provisions.

US Elemental believes that these provisions, the directors’ and officers’ liability insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to US Elemental’s directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act, and is, therefore, unenforceable.

There is currently no pending material litigation or proceeding involving any of CSTA’s directors, officers or employees for which indemnification is sought.

Transfer Agent and Registrar

The Transfer Agent and registrar for the shares of US Elemental Common Stock will be Continental Stock Transfer & Trust Company.

Listing

CSTA intends to apply to list the US Elemental Common Stock on Nasdaq under the symbol “ULIT”, following the Business Combination.

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COMPARISON OF SHAREHOLDER RIGHTS

The following is a summary comparison of the material differences between the rights of CSTA Shareholders, the rights of the holders of HiTech Common Stock and Preferred Shares (the “HiTech Shareholders”), and the rights that former CSTA Shareholders and HiTech Shareholders will have as shareholders of US Elemental under the Business Combination Agreement and the Proposed Charter effective following the Closing. These differences in shareholder rights result from the differences between Delaware law, Nevada Law and Cayman Islands law and the respective governing documents of CSTA, HiTech and US Elemental. The discussion in this section does not include a description of rights or obligations under the U.S. federal securities laws or Nasdaq rules. Such rights or obligations generally apply equally to CSTA Ordinary Shares and shares of US Elemental Common Stock.

Below are summary charts outlining important similarities and differences in the corporate governance and shareholder/stockholder rights associated with each of CSTA and US Elemental according to applicable law and the organizational documents of CSTA and US Elemental. This section does not include a complete description of all differences among such rights, nor does it include a complete description of such rights. Furthermore, the identification of some of the differences of these rights as material is not intended to indicate that other differences that may be equally important do not exist. CSTA Shareholders are urged to carefully read the relevant provisions of the DGCL the NRS, The Cayman Companies Act, the CSTA Organizational Documents, the HiTech Organizational Documents and the Proposed Charter that will be in effect upon consummation of the Business Combination.

More details about the rights of US Elemental Stockholders can be found in the section titled “Description of Securities of US Elemental”. This summary is qualified in its entirety by reference to the DGCL, the Cayman Companies Act and the governing documents of CSTA and US Elemental, which we urge you to read carefully and in their entirety.

CSTA, HiTech and US Elemental urge you to carefully read this entire proxy statement/prospectus, the relevant provisions of the DGCL and the other documents to which we refer in this proxy statement/prospectus for a more complete understanding of the differences between the rights of a CSTA Shareholder, HiTech Shareholder and the rights of a US Elemental Stockholder.

CSTA has filed its governing documents with the SEC and will send copies of these documents to you, without charge, upon your request. See the section titled “Where You Can Find More Information”. The form of the Proposed Charter which will be adopted at the Closing is included as Annex C to this proxy statement/prospectus.

Comparison of Shareholder Rights Under Applicable Corporate Law

\n\n\n\n\t\t\t\t\t		\n\t\t\t\t\t\t Cayman Islands \n\t\t\t\t\t		\n\t\t\t\t\t\t Delaware \n\t\t\t\t\t		\n\t\t\t\t\t\t Nevada \n\t\t\t\t\t
\n\t\t\t\t\t\t Shareholder Votes for Routine Matters \n\t\t\t\t\t		\n\t\t\t\t\t\t Under Cayman Islands law and the CSTA Organizational Documents, routine corporate matters may be approved by an ordinary resolution (being a resolution passed by a simple majority of such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting of the company (and, where a poll is taken, regard shall be had in computing a majority to the number of votes to which each shareholder is entitled) or by unanimous written resolution). \n\t\t\t\t\t		\n\t\t\t\t\t\t Unless otherwise provided in the certificate of incorporation or bylaws, approval of routine corporate matters other than director elections that are put to a stockholder vote requires the affirmative vote of the majority of shares present in person or represented by proxy at the meeting and entitled to vote on the subject matter. Unless otherwise provided in the certificate of incorporation or bylaws, director elections require a plurality vote. \n\t\t\t\t\t		\n\t\t\t\t\t\t Generally, under the NRS, unless the articles of incorporation or bylaws provide for different proportions, approval of routine corporate matters other than director elections that are put to a stockholder vote requires that the votes cast in favor exceed the votes cast against the matter at a stockholders’ meeting at which a quorum is present. Directors are elected by a plurality of the votes cast at the election. \n\t\t\t\t\t

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Cayman Islands

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Delaware

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Nevada

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Appraisal Rights and Dissenters’ Rights

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Under certain circumstances, shareholders may dissent from a merger of a Cayman Islands company by following the procedure set out in the Cayman Companies Act. Shareholders that dissent from a merger are entitled to be paid the fair value of their shares, which, if necessary, may ultimately be determined by the courts of the Cayman Islands. These rights of are not available in certain circumstances, for example, to dissenters holding shares of any class in respect of which an open market exists on a recognized stock exchange or recognized interdealer quotation system at the relevant date or where the consideration for such shares to be contributed are shares of any company listed on a national securities exchange or shares of the surviving or consolidated company.

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A stockholder of a publicly traded corporation generally has appraisal rights in connection with a merger unless the merger consideration is all stock in another publicly traded corporation or another exception applies.

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Under the NRS, a stockholder is entitled to dissent from, and obtain payment for, the fair value of the stockholder’s shares in the event of certain corporate transactions, including but not limited to the consummation of a plan of merger, if approval by the stockholders is required for the merger, the consummation of a plan of conversion or exchange, or any corporate action to which the stockholder would be obligated to accept money or scrip rather than receive a fraction of a share in exchange for the cancellation of all the stockholder’s outstanding shares, except where the stockholder would not be entitled to receive such payment pursuant to NRS 78.205, 78.2055 or 78.207.

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Holders of covered securities (generally those that are listed on a national securities exchange) or shares traded in an organized market and held by at least 2,000 stockholders of record with a market value of at least $20,000,000 are generally not entitled to dissenter’s rights. However, this exception is not available if (i) the articles of incorporation provide that such exception is not available, (ii) the resolution of the board of directors approving the plan of merger, conversion or exchange expressly provides otherwise or (iii) the holders of the class or series of stock are required to accept for the shares anything except cash, shares of stock or other securities as described in NRS 92A.390(3) or any combination thereof.

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\n\n\n\n\t\t\t\t\t		\n\t\t\t\t\t\t Cayman Islands \n\t\t\t\t\t		\n\t\t\t\t\t\t Delaware \n\t\t\t\t\t		\n\t\t\t\t\t\t Nevada \n\t\t\t\t\t
\n\t\t\t\t\t\t Inspection of Books and Records \n\t\t\t\t\t		\n\t\t\t\t\t\t Shareholders generally do not have any rights to inspect or obtain copies of the register of shareholders or other corporate records of a company. The directors may from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of CSTA or any of them will be open to the inspection of shareholders not being directors, and no shareholder (not being a director) will have any right of inspecting any account or book or document of CSTA except as conferred by law or authorized by the directors or by ordinary resolution of CSTA. \n\t\t\t\t\t		\n\t\t\t\t\t\t Any stockholder, upon written demand stating the purpose thereof, may inspect the corporation’s stock ledger and other books and records for a proper purpose during the usual hours for business. \n\t\t\t\t\t		\n\t\t\t\t\t\t Under the NRS, any person who has been a stockholder of record for at least the immediately preceding six months or any person holding, or authorized in writing by the holders of, at least 5% of the outstanding shares, upon at least five days’ written demand, has the right to inspect the articles of incorporation, the bylaws and a stock ledger revised annually. Nevada corporations are not required to keep a list of beneficial owners. The corporation may require a stockholder to furnish an affidavit that an inspection is not for any purpose other than the business of the corporation. In addition, the NRS grants certain stockholders the right to inspect, make copies of and audit the books of account and financial statements of a corporation for any purpose related to the requesting stockholders’ interest in the corporation as a stockholder. The right to inspect the books of account and financial statements of a corporation, to make copies of records and to conduct an audit of such records is granted only to a stockholder of record who owns at least 15% of the issued and outstanding shares, or who has been authorized in writing by the holders of at least 15% of such shares. However, this right does not apply with respect to any corporation that furnishes to its stockholders a detailed annual financial statement or that has filed during the preceding 12 months all reports required to be filed pursuant to Section 13 or Section 15(d) of the Exchange Act. \n\t\t\t\t\t

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Cayman Islands

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Delaware

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Nevada

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Derivative Actions

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Derivative actions have been brought in the Cayman Islands courts, and the Cayman Islands courts have confirmed the availability for such actions. In most cases, the company will be the proper plaintiff in any claim based on a breach of duty owed to it, and a claim against (for example) CSTA management usually may not be brought by a shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority and be applied by a court in the Cayman Islands, exceptions to the foregoing principle apply in circumstances in which:

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• a company is acting, or proposing to act, illegally or beyond the scope of its authority;

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• the act complained of, although not beyond the scope of the authority, could be effected if duly authorized by more than the number of votes which have actually been obtained; or

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• those who control the company are perpetrating a “fraud on the minority”.

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A shareholder may have a direct right of action against CSTA where the individual rights of that shareholder have been infringed or are about to be infringed.

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A stockholder may bring a derivative suit by or in the right of the corporation subject to statutory pleading requirements.

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NRS 41.520 grants stockholders a derivative cause of action where the corporation refuses to enforce rights which may properly be asserted by it, where the plaintiff was a stockholder at the time of the transaction of which the plaintiff complains or that the plaintiff’s share thereafter devolved on the plaintiff by operation of law. The complaint must also set forth with particularity the efforts of the plaintiff to secure from the board of directors and, if necessary, from the stockholders such action as the plaintiff desires, and the reasons for the plaintiff’s failure to obtain such action or the reasons for not making such effort. In any such action, at any time within 30 days after service of summons upon the corporation or any defendant who is an officer or director of the corporation or held such office at the time of the acts complained of, the corporation or such defendant may move the court for an order, upon notice and hearing, requiring the plaintiff to furnish security as hereinafter provided. Such motion must be based upon one or more of the following grounds: (a) that there is no reasonable possibility that the prosecution of the cause of action alleged in the complaint against the moving party will benefit the corporation or its security holders or (b) that the moving party, if other than the corporation, did not participate in the transaction complained of in any capacity.

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Delaware

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Nevada

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Fiduciary Duties of Directors and Officers

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Under Cayman Islands law, directors and officers owe the following fiduciary duties:

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• duty to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

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• duty to not improperly fetter the exercise of future discretion;

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• duty to exercise authority for the purpose for which it is conferred;

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• duty not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

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• duty to exercise independent judgment.

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In addition to fiduciary duties, directors owe a duty of care, diligence and skill. Such duties are owed to the company but may be owed to creditors or shareholders in certain limited circumstances.

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Directors owe fiduciary duties of care and loyalty to the company and its stockholders.

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Fiduciary duties of directors and officers are codified in the NRS. The NRS requires that directors and officers of Nevada corporations exercise their powers in good faith, on an informed basis and with a view to the interests of the corporation. The NRS also provides as a matter of law that directors and officers are presumed to act in good faith, on an informed basis and with a view to the interests of the corporation in making business decisions. In performing such duties, directors and officers may exercise their business judgment through reliance on information, opinions, reports, financial statements and other financial data prepared or presented by corporate directors, officers or employees who are reasonably believed to be reliable and competent. Reliance may also be extended to legal counsel, public accountants, advisers, bankers or other persons reasonably believed to be competent, and to the work of a committee (on which the particular director or officer does not serve) if the committee was established and empowered by the corporation’s board of directors, and if the committee’s work was within its designated authority and was about matters on which the committee was reasonably believed to merit confidence. However, directors and officers may not rely on such information, opinions, reports, books of account or similar statements if they have knowledge concerning the matter in question that would make such reliance unwarranted.

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\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t Cayman Islands \n\t\t\t\t\t	\n\t\t\t\t\t\t Delaware \n\t\t\t\t\t	\n\t\t\t\t\t\t Nevada \n\t\t\t\t\t
\n\t\t\t\t\t\t Indemnification of Directors and Officers \n\t\t\t\t\t	\n\t\t\t\t\t\t A Cayman Islands company generally may indemnify its directors or officers, except to the extent any such indemnification may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, willful neglect, actual fraud or the consequences of committing a crime. The CSTA Organizational Documents provide that CSTA’s officers and directors will be indemnified by CSTA to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. \n\t\t\t\t\t	\n\t\t\t\t\t\t A corporation is generally permitted to indemnify its directors and officers acting in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation. \n\t\t\t\t\t	\n\t\t\t\t\t\t Nevada law provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in the right of the corporation, by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit or proceeding if the person: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the conduct was unlawful. \n\t\t\t\t\t

\n\t\t\t\t\t\t Limited Liability of Directors \n\t\t\t\t\t	\n\t\t\t\t\t\t Liability of directors may be limited, except to the extent any such limitation may be held by the Cayman Islands courts to be contrary to public policy, such as with regard to their own willful default, willful neglect, or actual fraud. Under the CSTA Organizational Documents, every director and officer of CSTA, together with every former director and former officer (each a “D&O Indemnified Person”) shall to the fullest extent permitted by applicable law be indemnified out of the assets of CSTA against any liability, action, proceeding, claim, demand, costs, damages or expenses, including \n\t\t\t\t\t	\n\t\t\t\t\t\t Permits limiting or eliminating the monetary liability of a director to a corporation or its stockholders, except with regard to breaches of duty of loyalty, intentional misconduct, unlawful repurchases or dividends or improper personal benefit. \n\t\t\t\t\t	\n\t\t\t\t\t\t Under the NRS, unless the articles of incorporation provide for greater individual liability, a director or officer is not individually liable to the corporation, its stockholders or its creditors for any damages as a result of any act or failure to act in his or her capacity as a director or officer unless the presumption of the business judgment rule (which is codified in NRS 78.138) is rebutted and it is proven that: (1) the director’s or officer’s act or failure to act constituted a breach of his or her fiduciary duties as a director or officer; and (2) the breach of those \n\t\t\t\t\t

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\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t Cayman Islands \n\t\t\t\t\t	\n\t\t\t\t\t\t Delaware \n\t\t\t\t\t	\n\t\t\t\t\t\t Nevada \n\t\t\t\t\t
	\n\t\t\t\t\t\t legal expenses, whatsoever which they or any of them may incur as a result of any act or failure to act in carrying out their functions other than such liability (if any) that they may incur by reason of their own actual fraud, willful neglect or willful default. No D&O Indemnified Person shall be liable to CSTA for any loss or damage incurred by CSTA as a result (whether direct or indirect) of the carrying out of their functions unless that liability arises through the actual fraud, willful neglect or willful default of such D&O Indemnified Person. No person shall be found to have committed actual fraud, willful neglect or willful default under the CSTA Organizational Documents unless or until a court of competent jurisdiction shall have made a finding to that effect. \n\t\t\t\t\t		\n\t\t\t\t\t\t duties involved intentional misconduct, fraud or a knowing violation of law. The NRS does not distinguish as to, or exclude, breaches of the duty of loyalty or instances where the director has received an improper personal benefit. \n\t\t\t\t\t

\n\t\t\t\t\t\t Combinations With Interested Shareholders \n\t\t\t\t\t	\n\t\t\t\t\t\t Not applicable. \n\t\t\t\t\t	\n\t\t\t\t\t\t A corporation generally cannot engage in a business combination with an interested stockholder (i.e., a stockholder owning 15% or more of the corporation’s voting stock) for three years after the stockholder becomes interested; except, (i) where the board approves the business combination before the stockholder becomes interested, (ii) when the interested stockholder owns at least 85% of the voting stock immediately after becoming interested and (iii) where board and at least two-thirds of the voting stock not owned by the interested stockholder approve the business combination. \n\t\t\t\t\t	\n\t\t\t\t\t\t The Nevada combinations with interested stockholder statutes impose a two-year moratorium that extends to prohibit a business combination with an interested stockholder for up to four years, unless certain conditions are met. An interested stockholder is defined as a beneficial owner of 10% or more of the voting power. The two-year moratorium can be lifted only by (i) advance approval of the combination, or the transaction by which such person first becomes an interested stockholder, by the corporation’s board of directors, (ii) approval of the combination by the board of directors and 60% of the corporation’s voting power not beneficially owned by the interested stockholder, its affiliates and associates, or \n\t\t\t\t\t

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Cayman Islands

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Delaware

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Nevada

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(iii) the combination meeting specified fair value requirements. After the two-year period, a combination remains prohibited unless (i) the combination or the transaction by which the person first became an interested stockholder is approved in advance by the board of directors as described above, (ii) the combination is approved by a majority of the outstanding voting power not beneficially owned by the interested stockholder and its affiliates and associates or (iii) the combination meets specified fair value requirements. Note that these statutes do not apply to any combination of a corporation and an interested stockholder after the expiration of four years after the person first became an interested stockholder.

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The combinations statutes apply only to Nevada corporations with 200 or more stockholders of record.

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Companies are entitled to opt out of the combination statutes in the original articles of incorporation, or an amendment to the articles of incorporation approved by a majority of the outstanding voting power not then beneficially owned by interested stockholders or their affiliates and associates, but the amendment would not be effective until 18 months after the vote of the stockholders to approve the amendment, and would not apply to any combination with a person who first became an interested stockholder on or before the effective date of the amendment.

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\n\n\n\n\t\t\t\t\t		\n\t\t\t\t\t\t Cayman Islands \n\t\t\t\t\t		\n\t\t\t\t\t\t Delaware \n\t\t\t\t\t		\n\t\t\t\t\t\t Nevada \n\t\t\t\t\t
\n\t\t\t\t\t\t Acquisitions of Controlling Interests \n\t\t\t\t\t		\n\t\t\t\t\t\t Not applicable. \n\t\t\t\t\t		\n\t\t\t\t\t\t Not applicable. \n\t\t\t\t\t		\n\t\t\t\t\t\t Pursuant to Nevada’s acquisition of controlling interest statutes, any person who acquires a controlling interest in a corporation may not exercise voting rights on any control shares unless such voting rights are conferred by a majority vote of the disinterested stockholders of the issuing corporation at a special meeting of stockholders. A “controlling interest” means the ownership of outstanding voting shares of an issuing corporation sufficient to enable the acquiring person, individually or in association with others, directly or indirectly, to exercise (i) one-fifth or more but less than one-third, (ii) one third or more but less than a majority or (iii) a majority or more of the voting power of the issuing corporation in the election of directors, and once an acquirer crosses one of these thresholds, shares which it acquired in the transaction taking it over the threshold and within the 90 days immediately preceding the date when the acquiring person acquired or offered to acquire a controlling interest become “control shares” to which the voting restrictions apply. In the event that the control shares are accorded full voting rights and the acquiring person acquires control shares with a majority or more of all the voting power, any stockholder, other than the acquiring person, who does not vote in favor of authorizing voting rights for the control shares is entitled to exercise dissenter’s rights. \n\t\t\t\t\t

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Cayman Islands

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Delaware

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Nevada

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The controlling interest statutes do not apply to any acquisition of a controlling interest if the articles of incorporation or bylaws of the corporation in effect on the 10th day following the acquisition of a controlling interest by the acquiring person provide that the provisions do not apply to the corporation or to an acquisition of a controlling interest specifically by types of existing or future stockholders, whether or not identified. In addition, the controlling interest statutes apply as of a particular date only to a corporation that has 200 or more stockholders of record, at least 100 of whom have addresses in Nevada appearing on the corporation’s stock ledger at all times during the 90 days immediately preceding that date, and which does business directly or indirectly or through an affiliated corporation in Nevada.

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Nevada corporations are entitled to opt out of the above controlling interest provisions of the NRS.

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Comparison of Shareholder Rights Under the Applicable Organizational Documents

\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t CSTA Organizational Documents \n\t\t\t\t\t	\n\t\t\t\t\t\t Proposed Organizational Documents \n\t\t\t\t\t
\n\t\t\t\t\t\t Authorized Shares \n\t\t\t\t\t	\n\t\t\t\t\t\t The authorized share capital set out in the CSTA Organizational Documents is US$22,100 divided into 200,000,000 CSTA Class A Shares, 20,000,000 CSTA Class B Shares and 1,000,000 preference shares of a par value of US$0.0001 each. \n\t\t\t\t\t	\n\t\t\t\t\t\t The Proposed Organizational Documents authorize [•] shares, consisting of [•] shares of US Elemental Common Stock and [•] shares of US Elemental Preferred Stock. \n\t\t\t\t\t

\n\t\t\t\t\t\t Exclusive Forum Provision \n\t\t\t\t\t	\n\t\t\t\t\t\t The CSTA Organizational Documents do not make any provision for exclusive forum applicable to disputes. \n\t\t\t\t\t	\n\t\t\t\t\t\t The Proposed Organizational Documents adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. \n\t\t\t\t\t

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\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t CSTA Organizational Documents \n\t\t\t\t\t	\n\t\t\t\t\t\t Proposed Organizational Documents \n\t\t\t\t\t
		\n\t\t\t\t\t\t These provisions will not address or apply to claims that arise under the Exchange Act; however, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. \n\t\t\t\t\t

\n\t\t\t\t\t\t Directors; Classes \n\t\t\t\t\t	\n\t\t\t\t\t\t The holders of the CSTA Ordinary Shares may, by ordinary resolution, increase or decrease the number of directors. The directors of the CSTA Board is divided into three classes, designated as Class I, Class II and Class III. Class I directors initially served for a term expiring at the 2022 annual general meeting of the company. Class II and Class III directors’ terms expired at the 2023 and 2024 annual general meeting, respectively. At each succeeding annual meeting, successors to the class of directors whose term expires at that annual meeting are elected for a term of three years. There is no limit on the number of terms a director may serve on the board of Directors. \n\t\t\t\t\t	\n\t\t\t\t\t\t The US Elemental Board shall be divided into three classes designated Class I, Class II and Class III. The US Elemental Board is expressly authorized to assign members of the US Elemental Board (other than those who may be elected by the holders of any series of US Elemental Preferred Stock) already in office to such classes at the time the classification becomes effective. The initial Class I directors shall serve for a term expiring at the first annual meeting of stockholders following the effectiveness of this Certificate of Incorporation; the initial Class II directors shall serve for a term expiring at the second annual meeting of stockholders following the effectiveness of this Certificate of Incorporation; and the initial Class III director shall serve for a term expiring at the third annual meeting of stockholders following the effectiveness of this Certificate of Incorporation. Directors elected to replace initial Class I, Class II or Class III directors shall serve terms expiring at the third annual meeting of stockholders following the year of their election. \n\t\t\t\t\t

\n\t\t\t\t\t\t Voting Power \n\t\t\t\t\t	\n\t\t\t\t\t\t Subject to any rights or restrictions attached to any CSTA Ordinary Shares, every CSTA Shareholder present in any such manner shall have one vote for every CSTA Ordinary Share of which he is the holder. \n\t\t\t\t\t	\n\t\t\t\t\t\t Each holder of US Elemental Common will be entitled to one vote per share on all matters on which stockholders generally are entitled to vote. \n\t\t\t\t\t

\n\t\t\t\t\t\t Special Meetings \n\t\t\t\t\t	\n\t\t\t\t\t\t The directors, the chief executive officer or the chairman of the board of directors may call general meetings, and they shall on a shareholders’ requisition forthwith proceed to convene an extraordinary general meeting of CSTA. \n\t\t\t\t\t	\n\t\t\t\t\t\t Subject to the special rights of the holders of one or more series of US Elemental Preferred Stock, special meetings of the stockholders of US Elemental may be called, for any purpose or purposes, at any time only by or at the direction of the US Elemental Board, the chairperson of the US Elemental Board, the chief \n\t\t\t\t\t

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\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t CSTA Organizational Documents \n\t\t\t\t\t	\n\t\t\t\t\t\t Proposed Organizational Documents \n\t\t\t\t\t
		\n\t\t\t\t\t\t executive officer or president, for so long as Jindalee beneficially owns at least 50% of the voting power of the then-outstanding shares of capital stock of US Elemental entitled to vote generally in the election of directors, by Jindalee. Subject to the special rights of the holders of one or more series of US Elemental Preferred Stock, at any time when Jindalee beneficially owns less than 50% of such voting power, special meetings of the US Elemental Stockholders may not be called by the US Elemental Stockholders or any other person. \n\t\t\t\t\t

\n\t\t\t\t\t\t Amendments to the Governing Documents \n\t\t\t\t\t	\n\t\t\t\t\t\t The CSTA Organizational Documents provide that amendments may be made by a special resolution under Cayman Islands law, being the affirmative vote of holders of at least two-thirds of the CSTA Ordinary Shares represented in person or by proxy and entitled to vote at an extraordinary general meeting and who vote at the extraordinary general meeting. \n\t\t\t\t\t	\n\t\t\t\t\t\t The Proposed Organizational Documents provide that, for so long as Jindalee beneficially owns at least 50% of the voting power of the then-outstanding shares of capital stock of US Elemental entitled to vote generally in the election of directors, the affirmative vote of the holders of a majority of such voting power, and at all other times, the affirmative vote of the holders of at least two-thirds of such voting power, will be required for the adoption, amendment or repeal of the Proposed Bylaws. \n\t\t\t\t\t

\n\t\t\t\t\t\t Removal of Directors \n\t\t\t\t\t	\n\t\t\t\t\t\t The CSTA Organizational Documents provide that prior to the closing of an initial business combination, only holders of Founder Shares are entitled to vote on the removal of any director, and that after the closing of an initial business combination, shareholders may by an ordinary resolution remove any director. \n\t\t\t\t\t	\n\t\t\t\t\t\t The Proposed Organizational Documents provide that, subject to the rights of the holders of any series of US Elemental Preferred Stock then outstanding, (i) for so long as Jindalee beneficially owns at least 50% of the voting power of the then-outstanding shares of capital stock of US Elemental entitled to vote generally in the election of directors, any director, or the entire US Elemental Board, may be removed, with or without cause, by the affirmative vote of a majority of the total voting power of all such outstanding shares, at a meeting duly called for that purpose; and (ii) at all other times, any director, or the entire US Elemental Board, may be removed only for cause by the affirmative vote of at least two-thirds of the total voting power of all such outstanding shares, at a meeting duly called for that purpose. \n\t\t\t\t\t

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\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t CSTA Organizational Documents \n\t\t\t\t\t	\n\t\t\t\t\t\t Proposed Organizational Documents \n\t\t\t\t\t
\n\t\t\t\t\t\t Action by Written Consent of Stockholders \n\t\t\t\t\t	\n\t\t\t\t\t\t The CSTA Organizational Documents permit shareholders to approve matters by unanimous written resolution of all of the shareholders entitled to receive notice of and to attend and vote at general meetings. \n\t\t\t\t\t	\n\t\t\t\t\t\t So long as Jindalee beneficially owns at least 50% of the voting power of the then-outstanding shares of capital stock of US Elemental entitled to vote generally in the election of directors, any action required or permitted to be taken by the US Elemental Stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing (or by electronic transmission), setting forth the action so taken, shall be signed by the holders of outstanding shares of capital stock of US Elemental having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to US Elemental in accordance with the applicable provisions of the DGCL. At any time when Jindalee beneficially owns less than 50% of such voting power, any action required or permitted to be taken by US Elemental Stockholders must be effected at a duly called annual or special meeting of the US Elemental Stockholders (and may not be taken by consent of the stockholders in lieu of a meeting), except as otherwise provided with respect to the holders of any series of US Elemental Preferred Stock by the applicable Certificate of Designation. \n\t\t\t\t\t

\n\t\t\t\t\t\t Indemnification of Directors and Officers \n\t\t\t\t\t	\n\t\t\t\t\t\t The CSTA Organizational Documents provide that CSTA’s officers and directors will be indemnified by CSTA to the fullest extent permitted by law, as it now exists or may in the future be amended, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. \n\t\t\t\t\t	\n\t\t\t\t\t\t Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative or any other type whatsoever, by reason of the fact that he or she is or was a director or an officer of US Elemental or, while a director or officer of US Elemental, is or was serving at the request of US Elemental as a director, officer, employee, agent or trustee of another corporation or of a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless by US Elemental to the fullest extent permitted by Delaware law against all expense, liability and loss reasonably incurred or suffered by such \n\t\t\t\t\t

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\n\n\n\n\t\t\t\t\t	\n\t\t\t\t\t\t CSTA Organizational Documents \n\t\t\t\t\t	\n\t\t\t\t\t\t Proposed Organizational Documents \n\t\t\t\t\t
		\n\t\t\t\t\t\t indemnitee in connection therewith, provided, however, that, except in certain circumstances, US Elemental shall indemnify any such indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the US Elemental Board. An indemnitee shall also have the right to be paid by US Elemental the expenses (including attorneys’ fees) incurred in appearing at, participating in or defending any such proceeding in advance of its final disposition or in connection with a proceeding brought to establish or enforce a right to indemnification or advancement of expenses under the Proposed Bylaws. \n\t\t\t\t\t

\n\t\t\t\t\t\t Transactions with Certain Shareholders/Shareholders \n\t\t\t\t\t	\n\t\t\t\t\t\t No similar provision. \n\t\t\t\t\t	\n\t\t\t\t\t\t US Elemental has elected not to be subject to provisions Section 203 of the DGCL, which generally prohibits “interested stockholders” (stockholders holding 15% or more of the outstanding stock) from engaging in business combinations with a company for a period of time unless certain conditions are met. \n\t\t\t\t\t

\n\t\t\t\t\t\t Liquidation, Dissolution and Winding Up \n\t\t\t\t\t	\n\t\t\t\t\t\t If CSTA shall be wound up, after the payment of creditors, the liquidator may, subject to the rights attaching to any shares and with the approval of a special resolution of CSTA and any other approval required by the law of the Cayman Islands, divide amongst the shareholders in kind the whole or any part of the assets of CSTA (whether such assets shall consist of property of the same kind or not) and may for that purpose value any assets and determine how the division shall be carried out as between the shareholders or different classes of shareholders. The liquidator may, with the like approval, vest the whole or any part of such assets in trustees upon such trusts for the benefit of the shareholders as the liquidator, with the like approval, shall think fit, but so that no member shall be compelled to accept any asset upon which there is a liability. \n\t\t\t\t\t	\n\t\t\t\t\t\t In the event of liquidation, dissolution or winding up of the affairs of US Elemental, whether voluntary or involuntary, after payment or provision for payment of the debts and other liabilities of US Elemental and after making provisions for preferential and other amounts, if any, to which the holders of US Elemental Preferred Stock or any class or series of stock having a preference over or the right to participate with the US Elemental Common Stock with respect to payments in liquidation shall be entitled, the remaining assets and funds of US Elemental available for distribution shall be divided among and paid ratably to the holders of all outstanding shares of US Elemental Common Stock in proportion to the number of shares held by each such stockholder. \n\t\t\t\t\t

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SHARES ELIGIBLE FOR FUTURE SALE

Upon the Closing, US Elemental will have [•] shares of US Elemental Common Stock authorized and, based on assumptions set out elsewhere in this proxy statement/prospectus, up to [•] shares of US Elemental Common Stock issued and outstanding, assuming no CSTA Ordinary Shares are redeemed in connection with the Business Combination. Except as described below, all of the shares of US Elemental Common Stock issued in connection with the Business Combination will be freely transferable by persons other than by US Elemental’s “affiliates” or CSTA’s “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of shares of US Elemental Common Stock in the public market could adversely affect prevailing market prices of US Elemental Common Stock. Sales of substantial amounts of shares of US Elemental Common Stock in the public market could adversely affect prevailing market prices of the shares of US Elemental Common Stock. See “Risk Factors — Future sales of shares of US Elemental Common Stock after the consummation of the Transaction may cause the market price of the shares of US Elemental Common Stock to drop significantly, even if US Elemental’s business is doing well.”

Shares Subject to Lock-up

Pursuant to the terms of the Parent Transaction Support Agreement and the Sponsor Support Agreement, each of Jindalee and the Sponsor agreed, among other things, not to sell, transfer or otherwise dispose of any shares of US Elemental Common Stock held by them during the period commencing from the Closing and ending on the earlier to occur of (i) the date that is twelve months after the Closing and (ii) the date on which US Elemental (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of US Elemental’s (or such successor’s) stockholders having the right to exchange their securities for cash, securities or other property.

In addition, pursuant to the terms of the Class B Holder Support Agreement, certain holders of CSTA Class B Ordinary Shares agreed, among other things, not to sell, transfer or otherwise dispose of any shares of US Elemental Common Stock held by them during the period commencing from the Closing until and ending on the earlier to occur of (i) the date that is twelve months after the Closing and (ii) following the Closing (x) if the closing price of the shares of US Elemental Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) the date on which US Elemental (or its successor) completes a liquidation, merger, amalgamation, capital stock the date on which US Elemental (or its successor) completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction with an unaffiliated third party that results in all of US Elemental’s (or such successor’s) stockholders having the right to exchange their securities for cash, securities or other property.

The transfer restrictions described above are also summarized in the following table:

\n\n\n\n\t\t\t\t\t\t Subject Securities \n\t\t\t\t\t		\n\t\t\t\t\t\t Expiration Date \n\t\t\t\t\t		\n\t\t\t\t\t\t Persons Subject to Restrictions \n\t\t\t\t\t		\n\t\t\t\t\t\t Exceptions to Transfer Restrictions \n\t\t\t\t\t
\n\t\t\t\t\t\t Shares of US Elemental Common Stock issued to the Sponsor upon conversion of the Sponsor’s CSTA Ordinary Shares in connection with the Initial Merger (excluding shares received in connection with PIPE Financing) \n\t\t\t\t\t		\n\t\t\t\t\t\t The earlier of (i) 12 months after the Acquisition Closing or (ii) the date US Elemental (or its successor) completes a change of control transaction with an unaffiliated third party \n\t\t\t\t\t		\n\t\t\t\t\t\t The Sponsor (Constellation Sponsor LP) \n\t\t\t\t\t		\n\t\t\t\t\t\t None, except with the prior written consent of HiTech before the Acquisition Closing, or US Elemental after the Acquisition Closing \n\t\t\t\t\t

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\n\n\n\n\t\t\t\t\t\t Subject Securities \n\t\t\t\t\t		\n\t\t\t\t\t\t Expiration Date \n\t\t\t\t\t		\n\t\t\t\t\t\t Persons Subject to Restrictions \n\t\t\t\t\t		\n\t\t\t\t\t\t Exceptions to Transfer Restrictions \n\t\t\t\t\t
		\n\t\t\t\t\t\t The earlier of (i) 12 months after the Acquisition Closing, (ii) the closing price of the shares of US Elemental Common Stock being equal or exceeding $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Acquisition Closing, or (iii) the date US Elemental (or its successor) completes a change of control transaction with an unaffiliated third party \n\t\t\t\t\t		\n\t\t\t\t\t\t Other holders of CSTA Class B Ordinary Shares pre Acquisition Closing whose shares will convert into shares of US Elemental Stock \n\t\t\t\t\t		\n\t\t\t\t\t\t Except with the prior written consent of HiTech before the Acquisition Closing, or US Elemental after the Acquisition Closing, certain limited transfers are permitted (a) to the CSTA officers or directors, any affiliate or family member of any of CSTA’s officers or directors, any affiliate of the Sponsor or to any members of the Sponsor or any of their affiliates; (b) by gift to a member of a holder’s immediate family or to a trust, the beneficiary of which is a member of such holder’s immediate family, an affiliate of such individual or to a charitable organization; (c) by virtue of laws of descent and distribution upon death of such holder; (d) pursuant to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the Acquisition Closing at prices no greater than the price at which the securities were originally purchased; or (f) in the event of CSTA’s liquidation prior to the completion of an initial business combination; provided, however, that in the case of clauses (a) through (e), these permitted transferees must enter into a written agreement with US Elemental agreeing to be bound by the same transfer restrictions as the transferor. \n\t\t\t\t\t

Rule 144

Pursuant to Rule 144 under the Securities Act, a person who has beneficially owned restricted shares of US Elemental Common Stock for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been an affiliate of US Elemental at the time of, or at any time during the three months preceding, a sale and (ii) US Elemental is subject to the Exchange Act periodic reporting requirements for at least

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three months before the sale, has filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as US Elemental was required to file reports) preceding the sale, and has submitted electronically every interactive data file required to be submitted pursuant to Rule 405 of the Securities Act during the 12 months (or such shorter period as US Elemental was required to file reports) preceding the sale.

Persons who have beneficially owned restricted shares of US Elemental Common Stock for at least six months but who are affiliates of US Elemental at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:

• 1% of the total number of shares of US Elemental Common Stock then outstanding; or

• the average weekly reported trading volume of shares of US Elemental Common Stock during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

Sales by affiliates of US Elemental under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about US Elemental.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business-combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

• the issuer of the securities that was formerly a shell company has ceased to be a shell company;

• the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

• the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials) other than Form 8-K reports; and

• at least one year has elapsed from the time that the issuer filed Form 10 Information (as defined in Rule 144(i)(3) of the Securities Act) with the SEC reflecting its status as an entity that is not a shell company.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of HiTech’s employees, consultants or advisors who purchases shares of US Elemental in connection with a compensatory stock plan or other written agreement executed prior to the completion of the Business Combination is eligible to resell those equity shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

Registration Rights

Pursuant to the terms of the Business Combination Agreement, in connection with the Closing, US Elemental will enter into a Registration Rights Agreement with the Sponsor and Jindalee, together with certain other persons listed on the signature pages thereto, pursuant to which, among other things, US Elemental will agree to file a registration statement covering the resale of certain shares of US Elemental Common Stock and other equity securities of US Elemental after the Closing and the securityholders party thereto will be granted customary takedown, demand, and piggyback registration rights with respect to the US Elemental securities held by them, in each case, on the terms and subject to the conditions set forth in the Registration Rights Agreement.

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CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

CSTA’s Related Person Transactions

References in this section to “we,” “our,” or “us” refer to Constellation Acquisition Corp I.

We currently maintain our executive offices at 1290 Avenue of the Americas, 10th Floor, New York, NY, 10104. The cost for our use of this space is included in the fee of up to $10,000 per month that we will pay to our Sponsor for office space, administrative and support services, and other obligations of our Sponsor, commencing on the date that our securities were first listed on NYSE. Upon completion of our Business Combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of a Business Combination, other than $25,000 that was paid to each of our independent directors in 2023 for their role on a special committee to consider a potential business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed.

There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

On February 23, 2021, we issued an unsecured promissory note in the amount of up to $699,999 to certain affiliates of our Old Sponsor. The proceeds of the note, which may be drawn down from time to time until we consummate our Business Combination, will be used as general working capital purposes. The note bears no interest and is payable in full upon the earlier to occur of (i) the Termination Date or (ii) the consummation of a business combination. A failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the note may be accelerated. The affiliates of our Old Sponsor had the option to convert any unpaid balance of the note into private placement warrants (the “Conversion Warrants”), each warrant exercisable for one CSTA Class A Ordinary Share at an exercise price of $1.50 per share. The terms of the Conversion Warrants would be identical to the warrants issued by us to affiliates of our Old Sponsor in a private placement that was consummated in connection with our IPO. The affiliates of our Old Sponsor shall be entitled to certain registration rights relating to the Conversion Warrants. On May 3, 2021, the note was amended to remove the option to convert any unpaid balance of the note into private placement warrants.

During the year ended December 31, 2022, we issued the 2022 Notes totaling $258,780 to certain of our executive officers and affiliates. The proceeds of the 2022 Notes was used for general working capital purposes. The 2022 Notes bear no interest and is payable in full upon the earlier to occur of (i) the Termination Date or (ii) the consummation of a business combination. Failure to pay the principals within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default, in which case the 2022 Notes may be accelerated. As of December 31, 2025 and 2024, $227,208 were outstanding under the 2022 Notes.

On January 30, 2024, we issued the 2024 Note in the amount of up to $1,660,000 to our Sponsor. The 2024 Note was issued in connection with advances the Sponsor may make to us for contributions to the Trust Account in connection with the Extension and other expenses reasonably related to its business and the consummation of a business combination. The 2024 Note bears no interest and is due and payable upon the Business Combination. As of each of December 31, 2025 and 2024, $1,894,901 and $1,365,000 were outstanding under the 2024 Note, respectively.

On June 5, 2025, the Company amended the 2024 Note, to increase the principal amount by $590,000 from $1,660,000 to $2,250,000. All other provisions of the 2024 Note remained in full force and effect.

On March 18, 2026, we further amended the 2024 Note, to increase the principal amount by $3,000,000 from $2,250,000 to $5,250,000. All other provisions of the 2024 Note remain in full force and effect.

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In addition, in order to finance transaction costs in connection with an intended business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that the business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. HiTech and CSTA have agreed pursuant to the terms of the Business Combination Agreement that working capital loans (including extension funding loans) to CSTA in excess of $1,500,000 may be converted into CSTA Private Placement Warrants at $1.50 per CSTA Private Placement Warrant in order to preserve cash for the combined company following the Closing. Any such warrants would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor, members of our team or any of their affiliates as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

After our business combination, members of our team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our Business Combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

The CSTA Initial Shareholders and holders of the CSTA Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement (the “CSTA Registration Rights Agreement”). Pursuant to such agreement, CSTA Initial Shareholders and holders of the CSTA Private Placement Warrants are entitled to make up to three demands, excluding short form registration demands, that register such securities for sale under the Securities Act. In addition, these holders have “piggy-back” registration rights to include their securities in other registration statements filed by us. Pursuant to the CSTA Registration Rights Agreement, we will bear the expenses incurred in connection with the filing of any such registration statements. The CSTA Registration Rights Agreement will be replaced by a new registration rights agreement that will be entered into in connection with the consummation of the Business Combination.

HiTech’s Related Person Transactions

HiTech has received financing from its parent company, Jindalee. As of June 30, 2026, HiTech has received capital contributions with a balance of $23.6 million. For a further description of such transactions, see note 5 to HiTech’s audited financial statements for the fiscal year ended June 30, 2026 and 2025 included in this proxy statement/prospectus.

Shared Services Agreement

In connection with the Business Combination, prior to the Closing, Jindalee and US Elemental plan to enter into a shared services agreement to take effect at the effective time of the Acquisition Closing which will facilitate the provision by Jindalee (or its applicable affiliates) of shared services to US Elemental (or its applicable affiliates) (the “Shared Services Agreement”). The shared services that Jindalee is expected to provide to US Elemental may include, among other things, executive management services, investor relations costs, costs for the maintenance of corporate facilities, and other common administrative support functions, including corporate accounting, finance and financial reporting, audit and tax costs, corporate and other legal support functions, treasury and risk management, and certain information technology and human resources. Pursuant to the terms of the Shared Services Agreement, documented shared expenses will be paid by Jindalee, and US Elemental will reimburse Jindalee for its allocable portion of such expenses in accordance with an allocation methodology agreed by the parties, which methodology (together with the related annual budget) will be subject to approval by the US Elemental board of directors (or a committee thereof).

Pursuant to the terms of the Shared Services Agreement, any equity compensation awards provided to employees (including corporate executives) of Jindalee who also provide services to US Elemental (and/or its subsidiaries) (such persons, the “Shared Employees”) will be granted by, and remain the responsibility of, Jindalee.

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Subject to prior approval by the applicable committee of the US Elemental board of directors, the portion of the cost of such awards reasonably allocable to the services provided for the benefit of US Elemental will constitute a shared expense reimbursable by US Elemental. The parties presently expect that the allocable cost of such Jindalee equity compensation awards will be reflected as an expense on US Elemental’s financial statements for accounting purposes. Notwithstanding the foregoing, any equity compensation awards made to employees of US Elemental or its subsidiaries (including current or former employees of HiTech following the Business Combination) will be granted by, and remain the sole responsibility of, US Elemental and will not constitute shared expenses or otherwise be reimbursable under the agreement. In addition, if any director of US Elemental is also serving on (or is an observer of) the board of directors of Jindalee, such director will be compensated solely by Jindalee in accordance with Jindalee’s non-employee director compensation program and will not receive additional compensation from US Elemental.

The Shared Services Agreement may be terminated by either party upon, among other things, the consummation of any transaction as a result of which Jindalee, or its successor, ceases to own, directly or indirectly, more than 50% of the issued and outstanding equity interests of US Elemental, or its successor.

Related Person Transactions Policy Following the Business Combination

Upon consummation of the Business Combination, it is anticipated that the US Elemental Board will adopt a written Related Person Transactions Policy that sets forth US Elemental’s policies and procedures regarding the identification, review, consideration and oversight of “related person transactions.” For purposes of the Related Person Transaction Policy, a “related person” means “(a) enterprises that directly or indirectly through one or more intermediaries, control or are controlled by, or are under common control with, the company; (b) associates; (c) individuals owning, directly or indirectly, an interest in the voting power of the company that gives them significant influence over the company, and close members of any such individual’s family; (d) key management personnel, that is, those persons having authority and responsibility for planning, directing and controlling the activities of the company, including directors and senior management of companies and close members of such individuals’ families; and (e) enterprises in which a substantial interest in the voting power is owned, directly or indirectly, by any person described in (c) or (d) or over which such a person is able to exercise significant influence.

Under the policy, management of US Elemental must present information regarding the proposed related person transaction to US Elemental’s audit committee (or, where review by US Elemental’s audit committee would be inappropriate, to another independent body of the US Elemental Board) for review. In considering related person transactions, US Elemental’s audit committee will take into account the relevant available facts and circumstances, which may include, but are not limited to:

• the relationship of the related person to US Elemental;

• the nature and extent of the related person’s interest in the transaction;

• the importance and fairness of the transaction both to US Elemental and to the related person;

• the material terms of the transaction;

• whether the value and the terms of the transaction are substantially similar as compared to those of similar transactions previously entered into by US Elemental with non-related persons, if any; and

• disclosure requirements.

US Elemental’s audit committee will approve only those transactions that it determines are fair to us and in US Elemental’s best interests. All of the transactions described above were entered into prior to the adoption of such policy.

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BENEFICIAL OWNERSHIP OF SECURITIES

The following table sets forth information regarding (i) the actual beneficial ownership of CSTA Ordinary Shares as of the date of this proxy statement/prospectus (pre-Business Combination) and (ii) the expected beneficial ownership of shares of US Elemental Common Stock immediately following the consummation of the Business Combination (assuming that no CSTA Public Shares are redeemed, and alternatively, assuming the maximum number of shares of CSTA are redeemed), by:

• each person who is known to be the beneficial owner of more than 5% of the outstanding CSTA Ordinary Shares and/or is expected to be the beneficial owner of more than 5% of the outstanding shares of US Elemental Common Stock post-Business Combination;

• each of CSTA’s current executive officers and directors;

• each person who will become an executive officer or director of US Elemental post-Business Combination; and

• all executive officers and directors of CSTA as a group pre-Business Combination and all executive officers and directors of US Elemental as a group post-Business Combination.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. None of HiTech’s current executive officers and directors own any shares of HiTech Common Stock.

The beneficial ownership of CSTA Ordinary Shares pre-Business Combination is based on 7,796,529 CSTA Ordinary Shares issued and outstanding as of the date of this proxy statement/prospectus.

The expected beneficial ownership of shares of US Elemental Common Stock post-Business Combination is based on 59,304,731 shares of US Elemental Common Stock assuming no redemptions (and 59,258,202 shares of US Elemental Common Stock assuming maximum redemptions) to the US Elemental Stockholders and CSTA Shareholders in the amounts described in the proxy statement/prospectus upon the Closing (but do not include shares of US Elemental Common Stock that may be issued subsequent to the Closing conditioned upon exercise of the US Elemental Warrants or conversion of shares of US Elemental Preferred Stock).

The ownership percentages set forth above and in the tables below include the shares issuable to the parties listed, but do not take into account (i) any shares reserved for issuance under the 2026 Plan, or (ii) any issuance of shares underlying the CSTA Warrants or HiTech Preferred Stock (described above). See “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Unless otherwise indicated, CSTA believes that all persons named in the table below have sole voting and investment power with respect to all shares of capital stock beneficially owned by them.

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Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable within 60 days of the date of this proxy statement/prospectus.

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Ownership of CSTA
Ordinary Shares Prior to
Business Combination

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Ownership of US Elemental Common Stock
After the Business Combination

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No Redemption
Scenario

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Maximum Redemption
Scenario(9)

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Name and Address of Beneficial
Owner

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Number of
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Beneficially
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Approximate
Percentage of
Outstanding
Common
Stock

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Number of
Shares
Beneficially
Owned

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Percentage of
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Common
Stock

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Number of
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Beneficially
Owned

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Percentage of
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Common
Stock

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CSTA Directors and Executive Officers Pre-Business Combination(1)

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All CSTA directors and executive officers as a group ([•] individuals)(2)

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US Elemental Directors and Executive Officers Post-Business Combination(4)

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All US Elemental directors and executive officers as a group (7 individuals)

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Other 5% Stockholders

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Jindalee Lithium Limited

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____________

* Less than 1%.

(1) Unless otherwise noted, the business address of each of the following entities or individuals is c/o Constellation Acquisition Corp I, 1290 Avenue of the Americas, 10th Floor, New York, NY 10104.

(2) [•].

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Table of Contents

MARKET INFORMATION AND DIVIDENDS ON SECURITIES

The CSTA Ordinary Shares and CSTA Warrants are currently traded on OTCID Basic Market under the symbols “CSTAF” and “CSTWF,” respectively. Certain of the CSTA Ordinary Shares and CSTA Warrants currently trade as CSTA Units consisting of one underlying CSTA Ordinary Share and one-third of one redeemable warrant and are listed on OTCID under the symbol “CSTUF.” The units will automatically separate into their component securities upon the Closing and, as a result, will no longer trade as an independent security. Following the consummation of the Business Combination, we intend to list the US Elemental Common Stock on Nasdaq under the symbol “ULIT” and the US Elemental Warrants under the symbol “ULITW.”

CSTA has not paid any cash dividends on the CSTA Ordinary Shares to date and does not intend to pay any cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon US Elemental’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the US Elemental Board at such time, subject to any contractual or other limitations.

LEGAL MATTERS

The validity of the US Elemental Common Stock offered by this proxy statement/prospectus and certain other legal matters relating to U.S. law will be passed upon for US Elemental by Ashurst Perkins Coie US LLP. Certain legal matters relating to U.S. law will be passed upon for CSTA by Kirkland & Ellis LLP.

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CHANGE IN CERTIFYING ACCOUNTANT

On June 3, 2026, HiTech was notified that Assure CPA, LLC (“Assure CPA”), which served as HiTech’s independent registered public accounting firm, merged into Sadler, Gibb & Associates, LLC (“Sadler Gibb”) pursuant to an asset purchase agreement. As a result of the transaction, the audit professionals of Assure CPA joined Sadler Gibb and, effective June 3, 2026, Assure CPA resigned as HiTech’s independent registered public accounting firm.

The resignation was not the result of any action by, or recommendation or approval of, HiTech’s board of directors; it arose solely from the transaction described above.

Assure CPA’s audit reports on HiTech’s financial statements for the fiscal years ended June 30, 2024 and 2025 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that each of Assure CPA’s reports contained an explanatory paragraph expressing substantial doubt about HiTech’s ability to continue as a going concern.

During the fiscal years ended June 30, 2024 and 2025 and the subsequent interim period through June 3, 2026, there were (i) no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions) with Assure CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures which, if not resolved to Assure CPA’s satisfaction, would have caused Assure CPA to make reference to the matter in its reports, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K.

HiTech has provided Assure CPA with a copy of these disclosures and requested that Assure CPA furnish a letter addressed to the SEC stating whether it agrees with the statements made herein. A copy of Assure CPA’s letter, dated September 21, 2026, is filed as an exhibit to the registration statement of which this proxy statement/prospectus forms a part.

On July 30, 2026, the HiTech Board approved the engagement of Sadler Gibb as HiTech’s independent registered public accounting firm for the fiscal year ending June 30, 2026.

During the fiscal years ended June 30, 2024 and 2025 and the subsequent interim period through July 30, 2026, neither HiTech nor anyone on its behalf consulted with Sadler Gibb regarding (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on HiTech’s financial statements, and neither a written report nor oral advice was provided to HiTech that Sadler Gibb concluded was an important factor considered by HiTech in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

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EXPERTS

The financial statements of CSTA as of December 31, 2025 and 2024, and for the years ended December 31, 2025 and 2024, included in this proxy statement/prospectus have been audited by WithumSmith+Brown, PC, an independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of CSTA to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this proxy statement/prospectus, and are included in reliance on said report given upon the authority of said firm as experts in auditing and accounting.

The financial statements of HiTech as of June 30, 2025 and for the year ended June 30, 2025 included in this proxy statement/prospectus have been audited by Assure CPA, LLC, an independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this proxy statement/prospectus, and are included in reliance on said report given upon the authority of said firm as experts in auditing and accounting. The financial statements of HiTech as of June 30, 2026 and for year ended June 30, 2026, included in this proxy statement/prospectus have been audited by Sadler, Gibb & Associates, LLC, an independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this proxy statement/prospectus, and are included in reliance on said report given upon the authority of said firm as experts in auditing and accounting.

The financial statements of US Elemental as of June 30, 2026 and for the period from March 3, 2026 (inception) through June 30, 2026, included in this proxy statement/prospectus have been audited by Sadler, Gibb & Associates, LLC, an independent registered public accounting firm, as set forth in their report thereon, appearing elsewhere in this proxy statement/prospectus, and are included in reliance on said report given upon the authority of said firm as experts in auditing and accounting.

The technical information appearing in this proxy statement/prospectus concerning the McDermitt Lithium Project was derived from the S-K 1300 Technical Report Summary prepared by Fluor Enterprises, Inc. (“Fluor”) and H&S Consulting Pty. Ltd. (“HSC”), independent mining consultants. None of Fluor, HSC, or the employees of Fluor or HSC, is an affiliate of the Company.

TRANSFER AGENT AND REGISTRAR

The transfer agent for CSTA’s securities is Continental Stock Transfer & Trust Company. The transfer agent for US Elemental’s securities is Continental Stock Transfer & Trust Company.

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DELIVERY OF DOCUMENTS TO STOCKHOLDERS

Unless we have received contrary instructions, we may send a single copy of this proxy statement/prospectus to any household at which two or more shareholders reside if we believe the shareholders are members of the same family. This process, known as “householding,” reduces the volume of duplicate information received at any one household and helps to reduce our expenses. However, if shareholders prefer to receive multiple sets of our disclosure documents at the same address this year or in future years, the shareholders should follow the instructions described below. Similarly, if an address is shared with another shareholder and together both of the shareholders would like to receive only a single set of our disclosure documents, the shareholders should follow these instructions:

If the shares are registered in the name of the shareholder, the shareholder should contact us at our offices at Constellation Acquisition Corp I, 1290 Avenue of the Americas, 10th Floor, New York, New York 10104 or by telephone at (646) 585-8975, to inform us of his or her request; or if a bank, broker or other nominee holds the shares, the shareholder should contact the bank, broker or other nominee directly.

SUBMISSION OF STOCKHOLDER PROPOSALS

The CSTA Board is aware of no other matter that may be brought before the extraordinary general meeting. Under the Cayman Companies Act, only business that is specified in the notice for the extraordinary general meeting to shareholders may be transacted at the extraordinary general meeting.

FUTURE STOCKHOLDER PROPOSALS

For any proposal to be considered for inclusion in the proxy statement and form of proxy for submission to the shareholders at the first annual meeting of shareholders of US Elemental following consummation of the Business Combination, assuming consummation, it must be submitted in writing and comply with the requirements of Rule 14a-8 of the Exchange Act.

In addition, the Proposed Bylaws provide notice procedures for shareholders to nominate a person as a director and to propose business to be considered by shareholders at a meeting. To be timely, a record shareholder’s notice must be delivered to [•], the principal executive offices of US Elemental not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting of shareholders (except in the case of US Elemental’s first annual meeting following the Closing, for which such notice shall be timely if delivered no earlier than the 120th day prior to such annual meeting and no later than the close of business on the later of the 90th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the annual meeting); provided, however, that in the event that no annual meeting was held during the preceding year or the date of the annual meeting is more than 30 days before, or more than 60 days after, such anniversary date, notice by the record shareholder to be timely must be so delivered no earlier than the close of business on the 120th day prior to such annual meeting and no later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by US Elemental. Nominations and proposals also must satisfy other requirements set forth in the Proposed Bylaws. The Chairman of the US Elemental Board may refuse to acknowledge the introduction of any shareholder proposal not made in compliance with the foregoing procedures.

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WHERE YOU CAN FIND MORE INFORMATION

CSTA files annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read CSTA’s SEC filings, including this proxy statement/prospectus at the SEC’s website at http://www.sec.gov. Upon the closing of the Business Combination, US Elemental will file annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange Act. You will be able to access information about US Elemental following the closing of the Business Combination at the SEC’s web site at http://www.sec.gov.

This proxy statement/prospectus is available without charge to CSTA Shareholders upon written or oral request. If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the Proposals to be presented at the extraordinary general meeting, you should contact CSTA in writing at Constellation Acquisition Corp I, 1290 Avenue of the Americas, 10th Floor, New York, New York 10104 or by telephone at (646) 585-8975.

If you have questions about the Proposals or this proxy statement/prospectus, would like additional copies of this proxy statement/prospectus, or need to obtain proxy cards or other information related to the proxy solicitation, please contact , the proxy solicitor for CSTA, by calling (toll-free), or banks and brokers can call , or by emailing . You will not be charged for any of the documents that you request.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the Shareholder Meeting, or no later than , 2026.

Information and statements contained in this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this proxy statement/prospectus or filed as an exhibit to the registration statement of which this proxy statement/prospectus is a part.

All information contained in this document relating to CSTA has been supplied by CSTA and all such information relating to HiTech has been supplied by HiTech. Information provided by CSTA or HiTech does not constitute any representation, estimate or projection of the other.

This document is a proxy statement/prospectus of CSTA for the extraordinary general meeting. CSTA has not authorized anyone to give any information or make any representation about the Business Combination, CSTA or HiTech that is different from, or in addition to, that contained in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. The information contained in this proxy statement/prospectus speaks only as of the date of this document unless the information specifically indicates that another date applies.

ENFORCEMENT OF CIVIL LIABILITY

CSTA is a Cayman Islands exempted company. If the Business Combination is not consummated, you may have difficulty serving legal process within the United States upon CSTA. You may also have difficulty enforcing, both in and outside the United States, judgments you may obtain in U.S. courts against CSTA in any action, including actions based upon the civil liability provisions of U.S. federal or state securities laws. Furthermore, there is doubt that the courts of the Cayman Islands would enter judgments in original actions brought in those courts predicated on U.S. federal or state securities laws. However, CSTA may be served with process in the United States with respect to actions against CSTA arising out of or in connection with violation of U.S. federal securities laws relating to offers and sales of CSTA’s securities by serving CSTA’s U.S. agent irrevocably appointed for that purpose.

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INDEX TO FINANCIAL STATEMENTS

\n\n\n\n\t\t\t\t\t		\n\t\t\t\t\t\t Page \n\t\t\t\t\t
\n\t\t\t\t\t\t US ELEMENTAL INC. \n\t\t\t\t\t

\n\t\t\t\t\t\t Audited Financial Statements \n\t\t\t\t\t
\n\t\t\t\t\t\t Report of Independent Registered Public Accounting Firm (PCAOB ID #3627) \n\t\t\t\t\t		\n\t\t\t\t\t\t F-2 \n\t\t\t\t\t
\n\t\t\t\t\t\t Consolidated Balance Sheet as of June 30, 2026 \n\t\t\t\t\t		\n\t\t\t\t\t\t F-3 \n\t\t\t\t\t
\n\t\t\t\t\t\t Consolidated Statement of Operations for the period ended June 30, 2026 \n\t\t\t\t\t		\n\t\t\t\t\t\t F-4 \n\t\t\t\t\t
\n\t\t\t\t\t\t Consolidated Statement of Deficit for the period ended June 30, 2026 \n\t\t\t\t\t		\n\t\t\t\t\t\t F-5 \n\t\t\t\t\t
\n\t\t\t\t\t\t Consolidated Statement of Cash Flows for the period ended June 30, 2026 \n\t\t\t\t\t		\n\t\t\t\t\t\t F-6 \n\t\t\t\t\t
\n\t\t\t\t\t\t Notes to Consolidated Financial Statements \n\t\t\t\t\t		\n\t\t\t\t\t\t F-7 \n\t\t\t\t\t

\n\n\n\n\t\t\t\t\t\t CONSTELLATION ACQUISITION CORP I \n\t\t\t\t\t

\n\t\t\t\t\t\t Unaudited Financial Statements \n\t\t\t\t\t
\n\t\t\t\t\t\t Unaudited Condensed Balance Sheets as of June 30, 2026 and December 31, 2025 \n\t\t\t\t\t		\n\t\t\t\t\t\t F-12 \n\t\t\t\t\t
\n\t\t\t\t\t\t Unaudited Condensed Statements of Operations for the three and six months ended June 30, 2026 and 2025 \n\t\t\t\t\t		\n\t\t\t\t\t\t F-13 \n\t\t\t\t\t
\n\t\t\t\t\t\t Unaudited Condensed Statements of Changes in Shareholders’ Deficit for the three and six months ended June 30, 2026 and 2025. \n\t\t\t\t\t		\n\t\t\t\t\t\t F-14 \n\t\t\t\t\t
\n\t\t\t\t\t\t Unaudited Condensed Statements of Cash Flows for the six months ended June 30, 2026 and 2025 \n\t\t\t\t\t		\n\t\t\t\t\t\t F-15 \n\t\t\t\t\t
\n\t\t\t\t\t\t Notes to Unaudited Condensed Financial Statements. \n\t\t\t\t\t