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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.
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. 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.