As filed with the U.S. Securities and Exchange Commission on June 26, 2026.

Registration No. 333-296412

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

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AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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

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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)

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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)

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Copies to:

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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.

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.

TABLE OF CO-REGISTRANTS

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(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) 825-444

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.

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 — 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 annexed to the Business Combination Agreement and 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. As of the date of this proxy statement/prospectus, the parties to the Business Combination Agreement have entered into a number of financing arrangements for the benefit of US Elemental following the closing. CSTA and US Elemental are engaged in various discussions with third parties related to the PIPE Financing. For additional information, see “The Business Combination Proposal.”

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 38 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.

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 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; 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. 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?” “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”. For more information on fiduciary duties of CSTA directors and officers and conflicts of interest, also see “Management of CSTA — Conflicts of Interest.”

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 38 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 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 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.

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.

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.”

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.

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 — Merger Consideration.”

•        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 annexed to the Business Combination Agreement and 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 (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. As of the date of this proxy statement/prospectus, the parties to the Business Combination Agreement have entered into a number of financing arrangements for the benefit of US Elemental following the closing. CSTA and US Elemental are engaged in various discussions with third parties related to the PIPE Financing. For additional information, see “The Business Combination 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 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.

TABLE OF CONTENTS

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:

[•]
Toll Free Telephone: [•]
Main Telephone: [•]
E-mail: [•]

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 221 of this proxy statement/prospectus.

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.

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

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.

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”

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

“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 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.

“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 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

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

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 shares of Jindalee 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.

“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, 5,466,66 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

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 $10,850,000 underwriting fees of 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.

“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 Corporations Act 2001 (Cth)) 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 Corporations Act 2001 (Cth)) 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 shares of Jindalee 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.

“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.

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

“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.

“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 Shareholders’ 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.

“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 Corporations Act 2001 (Cth) 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.

“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

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 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 up to $1,500,000 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.

•        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.”

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.

•        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.

•        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.

•        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.

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:

•        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”); and

•        Proposal No. 2 — The Merger Proposal — to consider and vote upon a proposal to approve, as a special resolution, the Plan of Initial Merger annexed to the Business Combination Agreement and 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”).

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.

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.

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 — 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

•        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?

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. 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 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.

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:     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.

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 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 — Financing Arrangements.” 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 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;

•        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 9.9% 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 84.5% 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 84.6% 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.

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

____________

(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)      This column assumes there are 50% redemptions by holders of CSTA Public Shares in connection with the extraordinary general meeting.

(3)      This column assumes there are 75% redemptions by holders of CSTA Public Shares in connection with the extraordinary general meeting.

(4)      Presents the number of CSTA Public Shares, after giving effect to redemptions as of the date of this proxy statement/prospectus, reflecting a redemption of 100% of CSTA Public Shares by CSTA Public Shareholders in connection with the extraordinary general meeting (equating to a redemption amount of approximately $641,170, assuming a redemption price of $13.78 per share, representing the redemption price per share based on the amount in the Trust Account as of March 31, 2026).

(5)      Represent CSTA Public Shares that are redeemable in connection with the Business Combination. CSTA Public Shareholders may exercise their right to have their shares redeemed for cash.

(6)      Shares currently held by the CSTA Initial Shareholders, which includes CSTA directors and officers, include 7,600,000 CSTA Class A Ordinary Shares and 150,000 CSTA Class B Ordinary Shares. 7,633,750 Founders Shares as of the date of this proxy statement/prospectus are held by the Sponsor and may be voted by the Sponsor, or its permitted transferees, at the extraordinary general meeting (unless otherwise agreed by Sponsor); however, following the extraordinary general meeting, Sponsor will transfer or surrender up to 1,908,438 of such shares for no consideration as of and effective at the Closing, as provided in the Sponsor Support Agreement.

(7)      This amount has been calculated based on an implied equity value of approximately $500 million.

(8)      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, (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, and (iii) 531,937 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. 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 2026 Incentive 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.

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 84.4% and approximately 84.5% 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

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. For more information, including on the sponsor handover, also see “Information about CSTA.”

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. David, 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 common stock of US Elemental (          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;

•        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; 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, 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;

•        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; and

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

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.

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.

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.

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:     No. There are no appraisal rights available to CSTA Shareholders in connection with the Business Combination Proposal. There are no dissenters’ rights available to CSTA Shareholders in connection with the Business Combination Proposal under Cayman Islands law. 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.

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?

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 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?”

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.

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 March 31, 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 March 31, 2026. The unaudited pro forma combined statements of operations for the nine months ended March 31, 2026 combines the historical statements of operations of US Elemental, HiTech, and CSTA on pro forma basis as if the Business Combination had been consummated on July 1, 2024, the beginning of the earliest period presented. The unaudited pro forma combined statements of operations for the year ended June 30, 2025 combines the historical statements of operations of HiTech and CSTA for such periods on a pro forma basis as if the Business Combination had been consummated on July 1, 2024, the beginning of the earliest period presented. US Elemental was formed on March 3, 2026 and had no operations prior to that date. Accordingly, no historical results of operations have been presented for periods prior to formation.

HiTech has a fiscal year ending June 30, US Elemental is expected to have 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 March 31, 2026 has been prepared using the following:

•        US Elemental’s audited balance sheet as of March 31, 2026;

•        HiTech’s unaudited balance sheet as of March 31, 2026; and

•        CSTA’s unaudited balance sheet as of March 31, 2026.

The unaudited pro forma combined statements of operations for the nine months ended March 31, 2026 have been prepared using the following:

•        US Elemental’s audited statement of operations for the period from March 3, 2026 (inception) through March 31, 2026;

•        HiTech’s unaudited statement of operations for the nine months ended March 31, 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 three months ended March 31, 2026 and (ii) exclude CSTA’s unaudited statement of operations for the six months ended June 30, 2025.

The unaudited pro forma combined statements of operations for the year ended June 30, 2025 have been prepared using the following:

•        HiTech’s audited statement of operations for the year ended June 30, 2025; and

•        CSTA’s audited statement of operations for the year ended December 31, 2024, adjusted to (i) include CSTA’s unaudited statement of operations for the six months ended June 30, 2025 and (ii) exclude CSTA’s unaudited statement of operations for the six months ended June 30, 2024.

US Elemental did not have operations prior to its formation on March 3, 2026; therefore, no historical results of operations have been included for the year 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.”

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

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.

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. 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

See Accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information

UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET
AS OF MARCH 31, 2026

UNAUDITED PRO FORMA CONDENSED COMBINED
BALANCE SHEET — (Continued)
AS OF MARCH 31, 2026