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Hall Chadwick Acquisition Corp. (HCAC) entered into a Business Combination Agreement to domesticate to Delaware and merge its subsidiary with REEcycle Holdings, Inc., a rare earth elements recycling company. The Purchase Price for the merger is $400,000,000, with an Exchange Ratio that converts REEcycle equity into Domesticated HCAC shares.
The agreement includes an Earnout of 5,000,000 shares tied to a Milestone Event (50 metric tonnes/year run rate measured over 22 working days), Deferred Shares of 1,250,000, a minimum SPAC cash condition of $40,000,000, advisor/extra share pools up to 8,750,000 Additional Shares, and an Equity Incentive Plan reserve of approximately 10% (with a 5% annual evergreen).
Hall Chadwick Acquisition Corp. is proposing a business combination with REEcycle Holdings, Inc. valued at a $400,000,000 purchase price. HCAC will first domesticate from the Cayman Islands to Delaware, then merge a subsidiary into REEcycle, with REEcycle surviving and the combined company operating under REEcycle’s business.
Consideration is all stock, with REEcycle holders receiving shares based on an exchange ratio derived from the $400,000,000 purchase price and REEcycle’s fully diluted capital. An additional 5,000,000 earnout shares and 1,250,000 deferred shares may be issued if a REEcycle facility reaches a 50 metric tonne per annum mixed rare earth oxide run-rate, subject to a seven-year deadline and an overall 6,250,000-share cap.
HCAC may issue up to 8,750,000 additional shares to advisors and other recipients, and targets at least $40,000,000 of aggregate cash at closing from its trust and any PIPE financing to fund the first commercial plant. The combined company intends to list domesticated HCAC common stock on Nasdaq or the NYSE, and existing public shareholders will have redemption rights in connection with the shareholder vote on the transaction.
Hall Chadwick Acquisition Corp. entered into a definitive business combination agreement to merge its wholly owned Merger Sub into REEcycle Holdings, Inc., a U.S. rare earth element recycling company. The transaction values REEcycle at approximately $400 million of total equity consideration, including up to $50 million of contingent consideration, and consideration will be paid entirely in shares of the combined company. The company will domesticate from a Cayman Islands exempted company to a Delaware corporation prior to closing. Closing is subject to shareholder approval and the effectiveness of a registration statement on Form S-4. The agreement contemplates issuance or obligation to issue up to 6,125,000 shares of the combined company and a reserve of up to 2,625,000 shares available for post-closing issuance, including up to 1,250,000 Deferred Shares tied to a commercial production milestone.
Hall Chadwick Acquisition Corp. plans to merge with REEcycle Holdings, valuing the rare earth recycling company at approximately US$400 million, including up to US$50 million in contingent equity. The all-stock deal will make REEcycle a wholly owned subsidiary, with the combined company renamed REEcycle Inc. and expected to list on Nasdaq after closing.
HCAC will domesticate from the Cayman Islands to Delaware before closing, which remains subject to shareholder approval and effectiveness of a Form S-4 registration statement. REEcycle targets commercial recycling of rare earth magnets, supported by a US$5.1 million Department of War grant, a demonstration plant designed for 6–8 tonnes of rare earth oxides per year, and an engineering study for a 100-tonne-per-year facility by 2027.
The structure includes an earnout of up to 5,000,000 additional shares tied to a commercial production milestone, plus up to 6,125,000 “Additional HCAC Shares,” 2,625,000 “Additional REEcycle Shares,” and 1,250,000 “Deferred Shares” for specified recipients. Sponsor and legacy REEcycle holders face six-month lock-ups, and a new equity incentive plan is contemplated for management and employees.
Hall Chadwick Acquisition Corp. reported its first full quarter as a public SPAC with net income of $1.65M for the three months ended March 31, 2026, driven almost entirely by interest on IPO proceeds held in trust.
Cash and investments in the Trust Account totaled $209.62M, while cash outside the Trust Account was $463,036, which management believes is enough to fund operations for at least one year. Operating expenses were modest at $183,126, reflecting early-stage formation and public company costs.
The company completed a $207M IPO in November 2025 and holds 20,700,000 Class A shares subject to possible redemption at $10.00 per share. After quarter-end, it signed a non-binding letter of intent to pursue a de-SPAC business combination with REEcycle Holdings, Inc., valuing REEcycle at about $600M, assuming no redemptions.
Hall Chadwick Acquisition Corp. notified the SEC that it cannot file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2026 by the prescribed due date.
The company states it needs additional time to finalize the quarter-end financial statements and expects to file the Form 10-Q within the five-calendar-day extension provided under Rule 12b-25.
Hall Chadwick Acquisition Corp reports via a Schedule 13G that Meteora Capital, LLC and Vik Mittal beneficially own 0 shares (0%) of Class A common stock, CUSIP G42386121. The filing lists the reporting persons' address as 1200 N Federal Hwy, #200, Boca Raton FL 33432.
Hall Chadwick Acquisition Corp reported that Meteora Capital, LLC and Vik Mittal disclosed beneficial ownership of 2,044,825 shares of Class A Common Stock, representing 9.59% of the class as of 03/31/2026. The filing states the holders have shared voting and shared dispositive power over these shares.
The statement is a Schedule 13G disclosure by an investment manager and its managing member and identifies the principal business office in Boca Raton, FL. The signature date on the form is 05/15/2026.
Hall Chadwick Acquisition Corp. reported that Chris Dirckze resigned from its board of directors, compensation committee, and audit committee, effective May 6, 2026. The company states that his resignation was not related to any disagreement regarding its operations, policies, or practices.
The filing also lists the company’s securities on Nasdaq, including units, Class A ordinary shares with a par value of $0.0001 per share, and share rights, each entitling the holder to receive one tenth of a Class A ordinary share.
Hall Chadwick Acquisition Corp., a Cayman Islands-based blank check company, filed its annual report describing its first year as a SPAC focused on technology, critical minerals and energy-related targets. The company completed its initial public offering on November 24, 2025, selling 20,700,000 units for gross proceeds of $207,000,000 and placing that amount into a trust account.
It also sold 614,000 placement units for $6,140,000, with all trust funds held to support a future business combination or redemptions. As of April 14, 2026, there were 21,314,000 Class A ordinary shares and 7,886,293 Class B ordinary shares outstanding. The SPAC must complete a business combination by November 24, 2027, or liquidate. On April 1, 2026, it signed a non-binding letter of intent with REEcycle Holdings, Inc., which expresses mutual interest but does not obligate either party to close a transaction.