Hall Chadwick (HCAC) plans $600M REEcycle de-SPAC deal with $50M PIPE

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Hall Chadwick Acquisition Corp. reported that it signed a non-binding Letter of Intent with REEcycle Holdings, Inc. for a potential de‑SPAC business combination. The proposed deal values REEcycle at approximately US$600 million, with existing REEcycle shareholders expected to roll 100% of their equity into the combined public company.

The structure contemplates at least US$50 million of PIPE financing at US$10.00 per share and assumes no redemptions by HCAC public shareholders. The parties agreed to a 60‑day exclusivity period to complete due diligence and negotiate a definitive business combination agreement. The LOI remains non‑binding and any transaction is subject to definitive documentation, approvals, and customary closing conditions.

Insights

HCAC signs non-binding LOI for a $600M REEcycle de‑SPAC backed by a planned $50M PIPE.

Hall Chadwick Acquisition Corp. is pursuing REEcycle as its de‑SPAC target, with an indicative valuation of US$600 million. REEcycle’s shareholders are expected to roll all of their equity, which aligns incentives around the future combined company rather than cashing out at closing.

The contemplated structure includes a minimum US$50 million PIPE at US$10.00 per share, alongside HCAC’s previously raised US$207 million IPO capital, assuming no redemptions. This mix would provide growth capital and a reference price, though the LOI clearly states it is non‑binding, so terms can change or the deal may not proceed.

The parties have a 60‑day exclusivity window to complete due diligence and negotiate a definitive business combination agreement. Actual impact on HCAC and REEcycle will depend on signing of final agreements, shareholder behavior around redemptions, completion of the PIPE, and regulatory approvals described for the future Form S‑4.

8-K Event Classification

2 items: 8.01, 9.01

2 items

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Proposed REEcycle valuation: US$600 million PIPE size: US$50 million PIPE price: US$10.00 per share +5 more

8 metrics

Proposed REEcycle valuation US$600 million Indicative value in proposed de-SPAC, assuming no redemptions

PIPE size US$50 million Minimum contemplated PIPE financing at US$10.00 per share

PIPE price US$10.00 per share Price per share for contemplated PIPE financing

HCAC IPO proceeds US$207 million Capital raised in HCAC’s Nasdaq IPO in November 2025

Exclusivity period 60 days Exclusivity for due diligence and definitive agreement talks

Defense Production Act funding US$5.1 million Funding awarded to REEcycle for rare earth processing

Rare earth market 2025 US$19 billion Estimated global rare earth market value in 2025

Projected rare earth market 2034 US$36.7 billion Projected global rare earth market size by 2034

Key Terms

de-SPAC business combination, PIPE financing, Defense Production Act funding, critical mineral supply chains, +1 more

5 terms

de-SPAC business combination financial

"announced the execution of a non-binding Letter of Intent (“LOI”) for a proposed de-SPAC business combination."

A de-SPAC business combination is the deal that turns a special-purpose acquisition company (SPAC) — a shell set up to find a private company — into a listed, operating public company by merging the two. Think of it as converting an empty storefront into an open business: it matters to investors because the transaction determines the new company’s ownership, valuation, regulatory disclosures and potential dilution, all of which can cause major share-price swings and change investor returns.

PIPE financing financial

"The transaction is expected to include a minimum US$50 million PIPE financing at US$10.00 per share, providing committed capital at closing"

Pipe financing is a way for companies to raise money quickly by selling new shares or bonds directly to investors, often before their stock is publicly traded or in the early stages of a project. It’s similar to a company securing a loan from investors, providing quick capital needed for growth or operations. For investors, it can offer opportunities for early involvement and potentially higher returns, but it may also carry increased risk due to the immediate nature of the deal.

Defense Production Act funding financial

"REEcycle has been awarded and is drawing upon US$5.1 million of Defense Production Act funding, supporting the advancement of its domestic rare earth processing"

critical mineral supply chains financial

"has committed billions of dollars to strengthening domestic critical mineral supply chains, including rare earth processing."

Letter of Intent financial

"announced that it had entered into a non-binding letter of intent (the “LOI”) with REEcycle Holdings, Inc."

A letter of intent is a document that shows an agreement in principle between parties to work towards a future deal or transaction. It outlines their intentions and key terms, acting like a roadmap before a formal contract is signed. For investors, it signals serious interest and helps clarify expectations early in the process.

Understanding 8-K Material Events →

04/01/2026 - 08:38 AM

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): March 30, 2026

HALL CHADWICK ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		001-42962		00-0000000N/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 pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

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

☐

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

☐

Pre-commencement communications pursuant to 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 pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to 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 April 1, 2026, Hall Chadwick Acquisition Corp. (the “Company”), announced that it had entered into a non-binding letter of intent (the “LOI”) with REEcycle Holdings, Inc. (“REEcycle”).

The LOI is an expression of mutual intent only and, except for certain specified provisions (including those relating to exclusivity, confidentiality, expenses, governing law, and similar matters), is non-binding and does not obligate any party to consummate a transaction or to enter into a definitive agreement.

A copy of the press release issued by the Company and REEcycle on April 1, 2026 regarding the LOI is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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

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: April 1, 2026	HALL CHADWICK ACQUISITION CORP.

	By:	/s/ Aaron Dominish
	Name:	Aaron Dominish
	Title:	Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE

Hall Chadwick Acquisition Corp. (Nasdaq: HCACU) — REEcycle Holdings, Inc.

Hall Chadwick Acquisition Corp.

Announces Letter of Intent with REEcycle Holdings for De-SPAC Business Combination

New York, April 1, 2026 — Hall Chadwick Acquisition Corp. (Nasdaq: HCACU) (“HCAC”) and REEcycle Holdings, Inc. (“REEcycle”) today announced the execution of a non-binding Letter of Intent (“LOI”) for a proposed de-SPAC business combination.

The proposed transaction values REEcycle at approximately US$600 million, assuming no redemptions by HCAC public shareholders, with REEcycle existing shareholders expected to roll 100% of their equity into the combined publicly listed entity. The transaction is expected to include a minimum US$50 million PIPE financing at US$10.00 per share, providing committed capital at closing and supporting the execution of REEcycle’s near-term growth strategy.

The transaction comes at a pivotal time for U.S. critical minerals policy. China currently controls an estimated 90% of rare earth separation and processing and ~93% of permanent magnet manufacturing globally.¹ In response, the U.S. Government, through Department of Defense and Department of Energy initiatives, has committed billions of dollars to strengthening domestic critical mineral supply chains, including rare earth processing.² REEcycle has been awarded and is drawing upon US$5.1 million of Defense Production Act funding, supporting the advancement of its domestic rare earth processing capabilities.

REEcycle is advancing a technology-led solution to rare earth supply constraints. Its proprietary recycling process extracts and separates rare earth elements from end-of-life electronics and industrial products, offering a faster, lower-capex and scalable alternative to traditional mining. This approach enables near-term domestic supply while reducing exposure to geopolitical disruption.

The global rare earth market was valued at approximately US$19 billion in 2025 and is projected to reach ~US$36.7 billion by 2034, with recycling expected to grow at an accelerated rate as demand for domestically sourced materials increases.³

REEcycle’s Executive Chairman and largest shareholder is Mick McMullen, a highly respected mining executive with over 30 years of leadership experience across global mining and capital markets. He is best known for his tenure as President and CEO of Detour Gold Corporation, where he grew the company’s market capitalisation from C$2.1 billion to C$4.9 billion in nine months, culminating in its acquisition by Kirkland Lake Gold.⁴ His investment in REEcycle reflects strong conviction in recycling-led onshoring.

“We are addressing a critical U.S. supply gap with a faster and more capital-efficient solution than traditional mining, scalable across the U.S. and globally. This is both a technology opportunity and a national security priority.”

— Mick McMullen, Executive Chairman, REEcycle Holdings

Hall Chadwick Acquisition Corp. raised US$207 million in its Nasdaq IPO in November 2025 and is focused on transactions in critical minerals and industrial technology sectors.

	1	CSIS, “China Rare Earth Restrictions,” 2025.
	2	U.S. State Dept., “Critical Minerals Fact Sheet,” 2026.
	3	Grand Research Store, “Rare Earth Market Report,” 2025
	4	Globe and Mail, “Kirkland–Detour Gold deal,” 2019; Business Wire, “Kirkland Lake Gold acquisition,” 2019.

Page 1 of 2 — REEcycle Holdings, Inc. & Hall Chadwick Acquisition Corp.

FOR IMMEDIATE RELEASE

“REEcycle represents a rare combination of proprietary technology, experienced leadership, and direct alignment with U.S. critical minerals strategy. We see this as a platform capable of becoming a meaningful domestic supplier, and we are excited to bring that opportunity to public investors.”

— Alex Bono, CEO, Hall Chadwick Acquisition Corp.

Exclusivity

The parties have agreed to a 60-day exclusivity period to undertake due diligence and negotiate a definitive Business Combination Agreement.

Non-Binding Letter of Intent

The LOI is non-binding and subject to the execution of definitive agreements, completion of due diligence, required approvals, and customary closing conditions. There can be no assurance that a transaction will be completed.

Important Information

This press release contains forward-looking statements regarding the proposed business combination, including expected structure, financing, timing and benefits. These statements involve risks and uncertainties that could cause actual results to differ materially, including the ability to execute definitive agreements, obtain approvals, satisfy closing conditions and maintain listing status. This press release does not constitute an offer or solicitation of securities. In connection with the proposed transaction, HCAC intends to file a registration statement on Form S-4 with the SEC. Investors are urged to review these materials when available at www.sec.gov. No obligation is undertaken to update forward-looking statements except as required by law.

REEcycle Holdings, Inc.: ir@reecycleinc.com | www.reecycleinc.com

Hall Chadwick Acquisition Corp.: mwillesee@hallchadwick.com

# # #

Page 2 of 2 — REEcycle Holdings, Inc. & Hall Chadwick Acquisition Corp.

Source: View Original Filing on SEC EDGAR

FAQ

What did Hall Chadwick Acquisition Corp. (HCAC) announce with REEcycle?

Hall Chadwick Acquisition Corp. announced a non-binding Letter of Intent with REEcycle Holdings, Inc. for a potential de-SPAC business combination. The LOI outlines preliminary terms but does not obligate either party to complete a transaction or sign a definitive agreement.

How is REEcycle valued in the proposed HCAC de-SPAC transaction?

The proposed de-SPAC transaction values REEcycle at approximately US$600 million, assuming no redemptions by HCAC public shareholders. REEcycle’s existing shareholders are expected to roll 100% of their equity into the combined publicly listed entity under the indicative structure.

What PIPE financing is contemplated in the HCAC–REEcycle LOI?

The structure contemplates a minimum US$50 million PIPE financing at US$10.00 per share. This capital is expected to be committed at closing and is intended to support REEcycle’s near-term growth strategy if a business combination is ultimately completed.

Is the HCAC and REEcycle Letter of Intent binding on the parties?

The Letter of Intent between HCAC and REEcycle is explicitly non-binding, except for certain provisions on exclusivity, confidentiality, expenses, governing law and similar matters. There is no assurance that definitive agreements will be executed or that any business combination will be completed.

What exclusivity period did HCAC and REEcycle agree to in the LOI?

HCAC and REEcycle agreed to a 60-day exclusivity period to conduct due diligence and negotiate a definitive Business Combination Agreement. During this period, the parties focus on this potential transaction, but completion still depends on final documentation and approvals.

How much capital did Hall Chadwick Acquisition Corp. raise in its IPO?

Hall Chadwick Acquisition Corp. raised approximately US$207 million in its Nasdaq IPO in November 2025. That capital, together with the contemplated US$50 million PIPE, would support the proposed REEcycle combination, subject to shareholder redemptions and closing conditions.

What regulatory filings will HCAC prepare if the REEcycle deal proceeds?

In connection with the proposed transaction, HCAC intends to file a registration statement on Form S-4 with the SEC. Investors are encouraged to review that registration statement and related materials when available on www.sec.gov for detailed terms and risk disclosures.

Filing Exhibits & Attachments

5 documents

Press Releases

EX-99.1 EXHIBIT 99.1 19.1 KB

Hall Chadwick (HCAC) plans $600M REEcycle de-SPAC deal with $50M PIPE

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