HCAC (NASDAQ: HCAC) to merge with REEcycle in $400M stock transaction

Rhea-AI Filing Summary

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.

Insights

M&A Attorney

Definitive merger with equity-only consideration and regulatory conditions.

The agreement values the target at $400 million, including up to $50 million contingent consideration, to be paid entirely in stock of the combined company. The filing also requires a domestication to Delaware and a Form S-4 registration statement; closing is conditioned on shareholder approval and registration effectiveness.

Key legal dependencies include the domestication mechanics, the Form S-4 review process, and the shareholder vote. Supplementary schedules were omitted under Regulation S-K; those exhibits may contain indemnities, closing deliverables, or earn‑out mechanics that materially affect risk allocation.

Clean-technology Industry Analyst

Transaction brings a rare earth recycling business into a public vehicle via stock consideration.

REEcycle is positioned in rare earth element recycling; the combination issues primarily equity consideration and includes milestone‑contingent Deferred Shares totaling 1,250,000 shares if commercial production is reached. The post-closing equity issuance cap includes 6,125,000 and a separate reserve of 2,625,000 for near-term allocations.

Commercial and operational milestones will drive contingent issuance. Financial impacts and pro forma ownership are not disclosed in the excerpt; subsequent filings, including the Form S-4, should provide pro forma capitalization and operational forecasts.

Key Figures

Transaction equity value: $400 million Contingent consideration: $50 million Potential shares to issue or obligate: 6,125,000 shares +2 more

5 metrics

Transaction equity value $400 million total equity consideration including contingent consideration

Contingent consideration $50 million included within the $400 million valuation

Potential shares to issue or obligate 6,125,000 shares may be issued or obligated by the Company under the agreement

Reserve for post-closing issuance 2,625,000 shares reserved for issuance from closing through 30 days after lock-up expiration

Deferred milestone shares 1,250,000 shares one-time issuance if commercial production milestone is reached

Key Terms

domestication, Form S-4, contingent consideration, lock-up period

4 terms

domestication regulatory

"Prior to closing, the Company will complete a domestication from a Cayman"

Domestication is the legal process by which a company changes its official ‘legal home’ from one place to another without creating a new business entity, similar to moving a household’s registration from one city to another while keeping the same people and possessions. It matters to investors because it can alter which laws, tax rules, reporting standards and shareholder rights apply, potentially affecting costs, governance and the value or liquidity of the company’s shares.

Form S-4 regulatory

"the effectiveness of a registration statement on Form S-4 to be filed"

A Form S-4 is a legal document that companies file with the government to announce and explain a major business move, such as a merger or acquisition. It provides detailed information to help investors understand how the deal might affect the company's value and future prospects, similar to a detailed blueprint that clarifies the impact of a significant change.

contingent consideration financial

"including up to $50 million in contingent consideration"

Contingent consideration is an additional payment agreed when one company buys another that will be paid later only if specific future targets are met, such as revenue, profit, or regulatory milestones. It matters to investors because it shifts risk between buyer and seller and affects the acquiring company's future cash flow and reported value — like promising a bonus after results are proven.

lock-up period market

"subject to applicable lockup periods and all applicable Laws"

A lock-up period is a fixed time after a stock offering during which company insiders and early investors are legally barred from selling their shares. It matters because when that restriction expires a large block of previously locked-up shares can enter the market at once, potentially lowering the stock price or spiking trading volume—like opening a floodgate—so investors monitor these dates to anticipate price moves and manage risk.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 1, 2026

HALL CHADWICK ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42962		N/A
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification Number)

1 North Bridge Road #18-06 High Street Centre Singapore		179094
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +65-90882642

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications under Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material under Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications under Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications under Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 under Section 13(a) of the Exchange Act. ☐

Securities registered under Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one Share Right		HCACU		The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share		HCAC		The Nasdaq Stock Market LLC
Share Rights, each right entitling the holder to receive one tenth (1/10) of a Class A ordinary share		HCACR		The Nasdaq Stock Market LLC

Item 8.01. Other Events

On June 1, 2026, Hall Chadwick Acquisition Corp, a Cayman Islands exempted company limited by shares, with registration number 421976 (the “Company”) issued a press release announcing that it entered into a definitive business combination agreement (the “BCA”) with REEcycle Holdings, Inc., a Delaware corporation (“REEcycle”), and HCAC Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the BCA, Merger Sub will merge with and into REEcycle, with REEcycle surviving as a wholly owned subsidiary of the Company. REEcycle is a U.S.-based rare earth element recycling company.

The transaction values REEcycle at a total equity consideration of approximately US$400 million (including up to US$50 million in contingent consideration). The consideration to REEcycle equityholders will be paid entirely in shares of common stock of the combined company. Prior to closing, the Company will complete a domestication from a Cayman Islands exempted company to a Delaware corporation. The closing of the transaction is subject to, among other things, approval by the Company’s shareholders and the effectiveness of a registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission.

The Company may issue or obligate itself to issue up to 6,125,000 shares to such recipients and in such amounts as the Company determines subject to applicable lockup periods and all applicable Laws (“Additional Company Shares”). The Company will reserve for issuance up to 2,625,000 shares, that the Company shall issue during the time period commencing on the date of closing of the BCA and ending on the date that is thirty (30) days after the expiration of the lock-up period, to such recipients and in such amounts as the post-closing Company board of directors determines subject to applicable lockup periods and all applicable laws (“Additional REEcycle Shares”; and together with the Additional Company Shares, the “Additional Shares”; and the recipients of the Additional Shares, the “Additional Share Recipients”). If the commercial production milestone is reached, the Additional Share Recipients shall be eligible for an aggregate one-time issuance of 1,250,000 shares (collectively, the “Deferred Shares”). The Deferred Shares will be allocated 70% to the persons and in the amounts, as the Company identifies in writing before the closing of the BCA with the remaining 30% allocated to the persons designated by the post-closing Company board between closing and before the occurrence of the milestone event that releases the contingent consideration.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release dated June 1, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

1

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: June 1, 2026	HALL CHADWICK ACQUISITION CORP.
	By:	/s/ Aaron Dominish
	Name:	Aaron Dominish
	Title:	Chief Financial Officer

2

FAQ

What transaction did Hall Chadwick Acquisition Corp (HCAC) announce?

HCAC announced a definitive business combination to merge its Merger Sub into REEcycle, valuing REEcycle at $400 million including up to $50 million contingent consideration. The deal consideration is to be paid entirely in shares of the combined company.

How will the consideration to REEcycle holders be paid?

The consideration will be paid entirely in shares of the combined company. The agreement contemplates issuance or obligation to issue up to 6,125,000 shares and reserves up to 2,625,000 shares for post-closing issuance.

What conditions must be satisfied before the transaction can close?

Closing is conditioned on shareholder approval and the effectiveness of a registration statement on Form S-4. The company will also domesticate to a Delaware corporation prior to closing.

Are there contingent or milestone‑based share issuances?

Yes. The transaction includes up to $50 million in contingent consideration and a potential one-time issuance of 1,250,000 Deferred Shares if a commercial production milestone is reached, with allocation mechanics specified pre- and post-closing.

Will HCAC issue shares after closing for other recipients?

The agreement provides that the company may issue or obligate itself to issue up to 6,125,000 shares and will reserve up to 2,625,000 shares for issuance during the period from closing through thirty days after lock-up expiration.