Hall Chadwick Acquisition Corp. (HCAC) and REEcycle Holdings, Inc. announced a proposed seven-member board for REEcycle, Inc., the proposed combined company. The nominees are Michael “Mick” McMullen, Executive Chairman; Justin Froneman, Chief Executive Officer and Director; and independent director nominees Amaryllis Kennedy, Charles D. McConnell, Christine O’Brien, Jon Christian “JC” Evensen and Greg Woszczalski. Five directors are expected to qualify as independent under Nasdaq rules and for SEC audit committee purposes.
Under the proposed business combination, total equity consideration payable to REEcycle equityholders is US$400 million: US$350 million in base consideration and up to US$50 million in contingent consideration upon a commercial facility achieving an annualized production run rate of 50 tons per annum of mixed rare earth oxide. Closing is subject to a US$40 million minimum cash condition, HCAC shareholder approval, the registration statement being declared effective and other customary conditions. After closing, the combined company’s common stock is expected to trade on Nasdaq under the proposed ticker REC, subject to Nasdaq approval.
Hall Chadwick Acquisition Corp. entered into binding subscription agreements for a PIPE investment tied to its proposed business combination with REEcycle Holdings, Inc. Certain entities, each controlled and/or managed by one of Michael McMullen, a REEcycle director, Richard Albarran, a member of HCAC’s advisory team and partner of Hall Chadwick (NSW) Pty Ltd, or Drew Townsend, also a member of HCAC’s advisory team and partner of Hall Chadwick (NSW) Pty Ltd, agreed to buy 210,000 shares of Domesticated HCAC Common Stock at $10.00 per share, for aggregate gross proceeds of $2.1 million. The agreements are conditional only upon closing of the Business Combination.
If consummated, the PIPE will issue additional shares and have a dilutive effect on non-redeeming shareholders. Cohen & Company Capital Markets is engaged as placement agent, and other potential investors may not participate on the same terms, or at all.
Hall Chadwick Acquisition Corp. (HCAC) entered binding subscription agreements for 210,000 shares of domesticated HCAC common stock at $10.00 per share, for $2.1 million in aggregate gross proceeds, conditional only on closing its business combination with REEcycle Holdings, Inc. The purchasers are entities managed and/or controlled by Michael McMullen, a REEcycle director, and Richard Albarran and Drew Townsend, members of HCAC’s advisory team and partners of Hall Chadwick (NSW) Pty Ltd. Cohen & Company Capital Markets is placement agent for the PIPE.
HCAC and REEcycle filed a Form S-4 on October 1, 2026, with a preliminary proxy statement/prospectus; it has not been declared effective. Their updated presentation describes a proposed $400 million all-stock transaction, with $350 million at closing and $50 million tied to 50 tpa of MREO over 22 days, subject to a $40 million minimum cash condition. It describes a broader PIPE of up to ~US$50 million, subject to redemptions; as of October 1, 2026, the binding agreements were those above. REEcycle’s 2029E revenue of $144.1 million and adjusted EBITDA of $77.6 million are management estimates.
Hall Chadwick Acquisition Corp. (HCAC) seeks to register up to 72,116,193 shares of Domesticated HCAC common stock for its proposed combination with REEcycle Holdings, Inc. The deal would domesticate HCAC in Delaware, merge its subsidiary into REEcycle, and rename HCAC REEcycle, Inc. after closing. The stated purchase price is $400,000,000; up to an estimated 40,000,000 shares are proposed for REEcycle stockholders.
Up to 7,500,000 additional shares may be issued if a single facility operated by REEcycle or a subsidiary achieves an annualized run rate of 50 metric tonnes per annum of mixed rare earth oxide, measured over an average of 22 consecutive working days. Initial PIPE agreements provide for 210,000 shares at $10.00 per share and $2.1 million in gross proceeds, conditional only upon closing. In the 100% Redemptions Scenario, the agreement requires at least $40,000,000 in Closing Aggregate Cash Amount. The Sponsor’s interests would convert into 8,196,293 shares, assuming no redemptions and no Working Capital Loan conversion; these securities may materially dilute non-redeeming holders. Closing requires shareholder approvals and other conditions, including Nasdaq listing approval, subject to exceptions and possible waiver. HCAC’s board did not obtain an independent financial advisor’s fairness opinion.
Hall Chadwick Acquisition Corp. amended its annual report to revise Note 2 to reflect a recent revision to its financial statements and included an updated auditor report. The report covers the year ended December 31, 2025.
On April 1, 2026, the company announced a non-binding letter of intent with REEcycle Holdings, Inc. Except for specified provisions, including exclusivity, confidentiality, expenses and governing law, it does not obligate either party to complete a transaction or enter a definitive agreement. Hall Chadwick is a blank-check company and had not commenced operations as of December 31, 2025; it reported no operating revenues to date.
Hall Chadwick completed its initial public offering on November 24, 2025, selling 20,700,000 units for gross proceeds of $207,000,000; a private placement of 614,000 units generated $6,140,000. The company placed $207,000,000 in its trust account. Its initial business-combination deadline is November 24, 2027, subject to an earlier liquidation date or a shareholder-approved extension. As of April 14, 2026, 21,314,000 Class A ordinary shares and 7,883,293 Class B ordinary shares were issued and outstanding.
Hall Chadwick Acquisition Corp. amended its quarterly report for June 30, 2026, to correct an immaterial $1 rounding difference in total shareholders’ deficit as of December 31, 2025, revise Note 2 to reflect a prior financial-statement revision, and make formatting corrections. The company says these changes do not affect total assets, total liabilities, net income, or cash flows for any period presented. Six-month net income was $3,026,517, and the company reported no operating revenue to date.
HCAC’s May 31, 2026 agreement with REEcycle Holdings, Inc. provides for a proposed business combination that HCAC expects to close in the fourth quarter of 2026, subject to the agreement’s terms and conditions. As of June 30, cash outside the trust was $35,741 and trust assets were $211,478,766. HCAC says its liquidity raises substantial doubt about its ability to continue as a going concern within one year after the financial statements are issued; management plans to address this through a business combination, but says completion is not assured.
Hall Chadwick Acquisition Corp. amended its second-quarter 2026 financial statements, replacing an incorrect version. Management calls the changes a “little r” revision because the errors were not material to previously issued statements. The company says the correction reclassified negative additional paid-in capital to retained earnings without changing total shareholders’ equity.
At June 30, 2026, HCAC reported $211,478,766 in Trust Account assets and $35,741 of cash outside the account. It reported $3,026,517 in net income for the six months ended June 30, 2026, while generating no operating revenue; that income included dividends and interest earned on Trust Account investments. Management said the liquidity condition raised substantial doubt about continuing as a going concern within one year after the financial statements are issued.
On May 31, 2026, HCAC entered a business combination agreement with HCAC Star Merger Sub, Inc. and REEcycle Holdings, Inc.; REEcycle would be the surviving company. HCAC expects closing in the fourth quarter of 2026, subject to the agreement’s terms and conditions, and says completion is not assured. The company also reported a significant deficiency in internal controls, described as less than a material weakness.
Hall Chadwick Acquisition Corp. amended its 2025 annual report in response to an SEC staff comment letter; the amendment also includes new certifications from its principal executive and financial officers. At December 31, 2025, the blank-check company had not commenced operations or generated operating revenue; its activity to that date related to formation, the IPO and identifying a target. It completed the IPO on November 24, 2025, selling 20,700,000 units for $207,000,000 in gross proceeds.
On April 1, 2026, HCAC announced a non-binding letter of intent with REEcycle Holdings, Inc. The LOI expresses mutual intent but, except for specified provisions such as exclusivity, confidentiality, expenses and governing law, does not obligate either party to complete a transaction or enter a definitive agreement.
HCAC placed $207,000,000 in a trust account and says public shareholders will have an opportunity to redeem shares for a pro rata portion upon a completed business combination; the initial amount in trust was approximately $9.99 per public share. The initial business-combination deadline is November 24, 2027, with potential extensions subject to shareholder approval.
Hall Chadwick Acquisition Corp (HCAC), a Cayman Islands SPAC, reported June 30, 2026 quarter results showing it is still pre-revenue and focused on completing its initial business combination. Total assets were $211.6 million, including $211.5 million of cash and investments held in a Trust Account from its November 2025 IPO.
For the three months ended June 30, 2026, HCAC generated net income of $1.37 million, and $3.68 million since inception, driven almost entirely by dividends and interest of $4.48 million earned on Trust investments, partially offset by $802,047 of formation, general and administrative expenses. The 20,700,000 public Class A shares are classified as redeemable temporary equity at a $211.48 million redemption value.
HCAC entered into a Business Combination Agreement on May 31, 2026 with REEcycle Holdings, Inc., a rare earth elements recycling company, and expects (but does not guarantee) closing in the fourth quarter of 2026. The company held only $35,741 of cash outside the Trust and discloses that its liquidity position and reliance on potential working capital loans create substantial doubt about its ability to continue as a going concern within one year; management plans to address this through completing a business combination within the 24‑month completion window.
Hall Chadwick Acquisition Corp. notified regulators that it will file its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2026 later than the prescribed deadline. The company states it is still finalizing its financial statements for this quarter and that filing on time would require unreasonable effort or expense.
The company expects to submit the Form 10-Q within the five-calendar-day extension period permitted under Rule 12b-25 of the Securities Exchange Act of 1934. The notification is signed by Chief Financial Officer Aaron Dominish.