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. 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.
Meteora Capital, LLC and Vik Mittal report a passive ownership position in Hall Chadwick Acquisition Corp’s Class A Common Stock. As of June 30, 2026, they report beneficial ownership of 1,111,800 Class A shares, representing 5.22% of the outstanding class.
The shares are held by funds and managed accounts for which Meteora Capital serves as investment manager, and are reported jointly by Meteora Capital and its Managing Member, Vik Mittal. They report no sole voting or dispositive power over these shares, but shared voting and shared dispositive power over all 1,111,800 shares. The reporting parties state that filing this statement should not be construed as an admission that they are beneficial owners for all purposes under Section 13.
Glazer Capital, LLC and Paul J. Glazer reported a passive ownership stake in Hall Chadwick Acquisition Corp. Class A ordinary shares. They disclosed beneficial ownership of 1,100,072 Class A shares, representing 5.16% of the class. All of these shares are held through funds and managed accounts for which Glazer Capital serves as investment manager, and voting and dispositive authority over the shares is described as shared rather than sole. The filing states that the reporting persons do not admit being beneficial owners for all purposes under Section 13.
Hall Chadwick Acquisition Corp. reported that its board appointed Stephanie Wei-Ni Wen, age 48, as a director effective June 24, 2026. She brings over 15 years of experience advising listed companies and multinational groups on corporate governance, cross-border transactions and regulatory matters across Australia and the Asia-Pacific region.
Ms. Wen has served as General Counsel and Company Secretary of ASX-listed Kingsgate Consolidated Limited and previously held senior legal roles at Cover-More Group and Swiss Re Group. She also has prior non-executive director experience with an ASX-listed company and is expected to enter into the company’s standard indemnification agreement for directors and officers.