Hall Chadwick Acquisition Corp. (NASDAQ: HCAC) plans $400M all-stock merger with REEcycle
Rhea-AI Filing Summary
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.
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Insights
HCAC’s REEcycle deal creates a rare-earth recycling platform with structured earnouts and significant potential dilution.
HCAC plans an all-stock merger with REEcycle at a $400,000,000 purchase price, plus up to 5,000,000 earnout shares and 1,250,000 deferred shares tied to a production Milestone Event. A minimum Closing SPAC Aggregate Cash Amount of $40,000,000 is required, targeting funding for REEcycle’s first commercial plant.
The structure concentrates upside in REEcycle stakeholders via the exchange ratio and milestone-based earnout, while HCAC sponsors and advisors may receive up to 8,750,000 Additional Shares. Equity incentives include a plan reserving about 10% of fully diluted stock initially, with an annual 5% evergreen increase, reinforcing equity-heavy compensation.
Investor outcomes will depend on redemption levels, PIPE terms, and REEcycle’s ability to achieve the 50 metric tonne per annum mixed rare earth oxide run-rate within seven years. The transaction remains subject to shareholder approvals, SEC effectiveness of the Form S-4, completion of the domestication, and stock exchange listing conditions, so execution and timing risks are material.
8-K Event Classification
Key Figures
Key Terms
Domestication regulatory
Exchange Ratio financial
PIPE Investment financial
Registration Rights Agreement regulatory
Lock-Up Period financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As previously announced, on May 31, 2026, Hall Chadwick Acquisition Corp, a Cayman Islands exempted company limited by shares, with registration number 421976 (“HCAC”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with HCAC Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of HCAC (“Merger Sub”), and REEcycle Holdings, Inc., a Delaware corporation (“REEcycle”), a rare earth elements recycling company focused on the recovery of rare earths from end-of-life magnets using innovative hydrometallurgical technique to produce market-grade rare earth oxides and salts that can feed directly into magnet alloy manufacturing. Pursuant to the Business Combination Agreement and subject to the terms and conditions therein, HCAC will transfer by way of continuation and domesticate as a Delaware corporation, followed by Merger Sub merging with and into REEcycle (the “Merger”), with REEcycle continuing as the surviving company. The transactions contemplated by the Business Combination Agreement are referred to as the “Transactions.” The combined business will continue to operate through REEcycle. This Current Report on Form 8-K (this “Current Report”) provides a summary of the Business Combination Agreement and the other agreements entered into (and certain agreements to be entered into) in connection with the Transactions. The descriptions of these agreements do not purport to be complete and are qualified in their entirety by the terms and conditions of such agreements or the forms of these agreements, as applicable, copies of which are filed as Exhibits 2.1, 10.1, and 10.2 to this Current Report and are incorporated by reference into this Current Report.
The Business Combination Agreement and the Transactions were approved by the board of directors of HCAC and the board of directors of REEcycle.
Business Combination Agreement
The description below of the Business Combination Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms and conditions of the Business Combination Agreement, a copy of which is attached as Exhibit 2.1 and is incorporated by reference. The Business Combination Agreement contains representations, warranties, and covenants that the parties to the Business Combination Agreement made to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations, warranties, and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations agreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been attached to provide investors with information regarding its terms and is not intended to provide any other factual information about HCAC, REEcycle, or any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants, and agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement and as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations agreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors and reports and documents filed with the Securities and Exchange Commission (the “SEC”). Investors should not rely on the representations, warranties, covenants, and agreements, or any descriptions, as characterizations of the actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties, covenants, and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and other terms may change after the date of the Business Combination Agreement, which subsequent information may or may not be fully reflected in HCAC’s or REEcycle’s public disclosures.
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Sponsor Share Conversion
Immediately before the Domestication, each then issued and outstanding Class B ordinary share of HCAC shall convert automatically, on a one-for-one basis, into one (1) Class A ordinary share of HCAC (each a “Class A Ordinary Share”).
The Domestication
At least one (1) day before the Closing Date (as defined below), subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, HCAC will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation (“Domesticated HCAC”) in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended, and Part 12 of the Companies Act (as revised) of the Cayman Islands (such continuation and domestication, the “Domestication”).
By virtue of the Domestication upon its effectiveness, (a) each then issued and outstanding Class A Ordinary Share (other than any Class A Ordinary Share included in the Cayman HCAC Units) shall convert automatically, on a one-for-one basis, into one (1) share of common stock of Domesticated HCAC (the “Domesticated HCAC Common Stock”); (b) each then issued and outstanding right to receive one-tenth (1/10) of one (1) Class A Ordinary Share upon the occurrence of the initial business combination (a “Cayman HCAC Right”) shall convert automatically, on a one-for-one basis, into a right to acquire one-tenth (1/10) of one (1) share of Domesticated HCAC Common Stock (other than any Cayman HCAC Rights that are part of the Cayman HCAC Unit) (each a “Domesticated HCAC Right”), pursuant to the Rights Agreement (as defined in the Business Combination Agreement); and (d) to the extent not separated before Domestication, each then issued and outstanding unit of HCAC (the “Cayman HCAC Units”) shall convert automatically, on a one-for-one basis, into a Domesticated HCAC Unit (as defined in the Business Combination Agreement).
The Merger and Consideration
HCAC Existing Securities
Following the Domestication, on the Closing Date and at the effective time of the Merger (the “Effective Time”), (i) each then issued and outstanding Domesticated HCAC Unit shall be cancelled (the “Unit Split”) and will thereafter entitle the holder thereof to one share of Domesticated HCAC Common Stock and one Domesticated HCAC Right; and (ii) each then issued and outstanding Domesticated HCAC Right (including such Domesticated HCAC Rights issued in connection with the Unit Split) shall convert automatically into one-tenth (1/10) of one (1) share of Domesticated HCAC Common Stock, pursuant to the Rights Agreement.
REEcycle Securities
Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, at the Effective Time:
(i) each share of common stock of REEcycle (the “REEcycle Common Stock”) issued and outstanding immediately before the Effective Time shall be cancelled and extinguished and be converted into the right to receive the Per Share Merger Consideration (as defined below), and after such conversion shall no longer be outstanding and shall cease to exist, and each holder of REEcycle Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the consideration;
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(ii) each share of REEcycle Common Stock held immediately before the Effective Time by HCAC, Merger Sub, or REEcycle (in treasury stock or otherwise) shall be cancelled and extinguished, and no consideration shall be paid; and
(iii) each REEcycle Option shall automatically (without any further action required of the holder of such REEcycle Option): (x) cease to represent an option to purchase or acquire shares of REEcycle Common Stock as of the Effective Time; and (y) be assumed and converted, on the same terms and conditions as were applicable under the REEcycle Incentive Plan or its terms (as applicable) and any applicable award agreement thereunder as of the Effective Time, into an option to acquire that number of Domesticated HCAC Common Stock (rounded down to the nearest whole share) equal to the product of (A) the number of shares of REEcycle Common Stock subject to such REEcycle Option and (B) the Exchange Ratio, at an exercise price per share of Domesticated HCAC Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (1) the exercise price per share of REEcycle Common Stock of such REEcycle Option by (2) the Exchange Ratio (an “HCAC Option”). Holders of HCAC Options as of immediately following the Effective Time shall not be entitled to receive any Earnout Shares upon the occurrence of the Milestone Event (as described below) in accordance with Section 2.05 of the Business Combination Agreement. The exercise price applicable to the HCAC Options and the number of shares of Domesticated HCAC Common Stock subject to the HCAC Options shall, in each case, be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of any REEcycle Options that are intended to qualify as incentive stock options, within the meaning of Section 422 of the Code, consistent with the requirements of Section 424 of the Code.
The “Per Share Merger Consideration” in respect of each share of REEcycle Common Stock shall be a number of shares of Domesticated HCAC Common Stock equal to the Exchange Ratio. The “Exchange Ratio” means the Aggregate Merger Consideration divided by REEcycle Fully Diluted Capital. The “Aggregate Merger Consideration” means the number of shares of Domesticated HCAC Common Stock equal to the quotient of: (a) the Purchase Price, divided by (y) $10.00, minus (b) the Earnout Shares (assuming for these purposes that the Milestone Event has occurred). The “Purchase Price” means $400,000,000. The “REEcycle Fully Diluted Capital” means the sum (without duplication) of the aggregate number of (i) shares of REEcycle Common Stock issued and outstanding immediately prior to the Effective Time, and (ii) all shares of REEcycle Common Stock issuable upon full exercise, exchange or conversion of all issued and outstanding REEcycle Options.
Milestone Event
Following the Closing, if a single commercial facility operated by REEcycle or any of its subsidiaries achieves an annualized run rate of 50 metric tonnes per annum of mixed rare earth oxide, measured over the average of 22 consecutive working days (the “Milestone Event”), then Domesticated HCAC will issue or cause to be issued additional shares of Domesticated HCAC Common Stock within 5 Business Days of the occurrence of such Milestone Event, as additional consideration for the Merger and the Transaction as described below.
Earnout
In connection with the occurrence of a Milestone Event, each holder of REEcycle Stock or vested REEcycle Options, in each case, as of immediately prior to the Effective Time shall be eligible to receive their pro rata share of 5,000,000 shares of Domesticated HCAC Common Stock (the “Earnout Shares”) (as equitably adjusted for any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change or transaction occurring after the Closing).
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Deferred Shares
In addition to the issuance of Earnout Shares, upon the occurrence of the Milestone Event, the Additional Share Recipients (as defined below) shall be eligible to receive a one-time issuance of an aggregate of 1,250,000 shares of Domesticated HCAC Common Stock (collectively, the “Deferred Shares”), allocated as follows: (1) up to 875,000 Deferred Shares, representing 70% of the total Deferred Shares to such Additional Share Recipients, and in such amounts, as HCAC identifies in writing before the Closing and documents in the applicable Additional Share Agreements; provided, that if HCAC does not identify the allocation of all Deferred HCAC Shares before the Closing, the unallocated Deferred HCAC Shares shall be allocated to the holders of Additional HCAC Shares so that (x) the number of Deferred HCAC Shares issuable to each holder of Additional HCAC Shares divided by the aggregate entitlement of Deferred HCAC Shares equals (y) such holder’s pro rata ownership of the allocated Additional HCAC Shares and (2) up to 375,000 Deferred Shares, representing 30% of the total Deferred Shares, to such Additional Share Recipients, and in such amounts, as the Post-Closing HCAC Board determines after the Closing and before the occurrence of a Milestone Event; provided, that if the Post-Closing HCAC does not determine the allocation of all Deferred REEcycle Shares before the occurrence of such Milestone Event, the unallocated Deferred REEcycle Shares shall be allocated to the holders of Additional REEcycle Shares so that (x) the number of Deferred REEcycle Shares issuable to each holder of Additional REEcycle Shares divided by the aggregate entitlement of Deferred REEcycle Shares equals (y) such holder’s pro rata ownership of REEcycle Additional Shares.
Cap and Limitations on Earnout and Deferred Shares
The Milestone Event shall only occur once, if at all. If the Milestone Event does not occur before the seventh (7th) anniversary of the Closing Date, all Earnout Shares and Deferred Shares shall be forfeited. The recipients of the Earnout Shares and Deferred Shares shall not be entitled to receive more than an aggregate of 6,250,000 shares of Domesticated HCAC Common Stock. In lieu of any fractional Earnout Shares and Deferred Shares to which any recipient would otherwise be entitled, HCAC shall round down to the nearest whole Earnout Share or Deferred Share.
Advisor Shares
Before the Closing: (a) HCAC shall have the right, but not the obligation, to issue or obligate itself to issue up to 6,125,000 HCAC Class A Ordinary Shares or, after the Domestication, shares of Domesticated HCAC Common Stock, to such recipients and in such amounts as HCAC determines in its sole discretion, subject to all applicable Laws (“Additional HCAC Shares”); and (b) HCAC shall reserve for issuance up to 2,625,000 HCAC Class A Ordinary Shares or, after the Domestication, shares Domesticated HCAC Common Stock, that HCAC shall issue during the time period commencing on the Closing Date and ending on the date that is thirty (30) days after the expiration of the Lock-Up Period (as defined below), to such recipients and in such amounts as the Post-Closing HCAC Board determines in its sole discretion, subject to all applicable Laws (“Additional REEcycle Shares”; and together with the Additional HCAC Shares, the “Additional Shares”; and the recipients of the Additional Shares, the “Additional Share Recipients”). Unless mutually agreed in writing by HCAC and REEcycle, the agreements providing for the sale, issuance or grant of the Additional Shares, or the obligation of HCAC to sell, issue or grant the Additional Shares (the “Additional Share Agreements”), shall: (i) impose restrictions on the direct or indirect, sale, exchange, transfer (by gift or otherwise), assignment, distribution, pledge, creation of a security interest, lien or trust with respect to, or other disposal of or encumbrance of the Additional Shares that are no less restrictive than the lock-up terms (it being understood that the time period for the applicability of such restrictions to the Additional REEcycle Shares shall be measured from the Closing and not from any later date on which Additional REEcycle Shares are issued); (ii) specify any portion of the Deferred Shares to which the applicable Additional Share Recipient is entitled, if any; and (iii) may impose such other conditions, restrictions or limitations, including vesting, as HCAC determines in connection with the Additional HCAC Shares or the REEcycle directs in writing in connection with the Additional REEcycle Shares. It is agreed and understood that (A) in no event shall HCAC issue or obligate itself to issue, in aggregate more than 8,750,000 Additional Shares, and (B) any portion of the Additional REEcycle Shares that are not issued before the expiration of the time period specified in clause (b) of the first sentence of this Section 6.26 shall be added to the shares reserved for issuance pursuant to the Equity Plan.
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The Redemption
HCAC will provide an opportunity to the holders of its public shares to have their public shares redeemed on the terms and conditions set forth in this Agreement and the Cayman HCAC Articles (the “Redemption”). Subject to receipt of the approval of the Business Combination Agreement by the HCAC shareholders, HCAC will carry out the Redemption at the Effective Time in accordance with the Cayman HCAC Articles (as defined in the Business Combination Agreement).
The Closing
The closing of the Merger (the “Closing”) will occur as promptly as practicable, but in no event later than three (3) business days, after the satisfaction or, if permissible, waiver of the conditions set forth in the Business Combination Agreement, or at such other date, time, or place as HCAC and REEcycle may agree. The date of such Closing is referred to as the “Closing Date.”
Stock Exchange Listing
From and after the Closing, the parties intend to list the Domesticated HCAC Common Stock on Nasdaq or the NYSE, as applicable (the “Applicable Exchange”).
The Post-Closing Board of Directors and Executive Officers
The board of directors of Domesticated HCAC following the Closing (the “Post-Closing Board”) will initially consist of the persons to be determined by HCAC and REEcycle such that, as of the Closing, the Post-Closing Board shall comply with the Applicable Exchange rules.
Proxy Statement and Registration Statement
As promptly as practicable after the execution of the Business Combination Agreement and receipt by HCAC of any audited or unaudited financial statements of REEcycle that are required by applicable law to be included in the Proxy Statement/Registration Statement (as defined below), (x) HCAC and REEcycle will jointly prepare and HCAC will file with the SEC, mutually acceptable materials, including the proxy statement to be filed with the SEC as part of the registration statement and sent to HCAC’s shareholders in connection with the shareholder meeting to approve the Business Combination Agreement (such proxy statement, together with any amendments or supplements, the “Proxy Statement”), and (y) HCAC will prepare (with REEcycle and its representatives’ reasonable cooperation) and file with the SEC a registration statement on Form S-4 (the “Registration Statement”), in which the Proxy Statement will be included as a prospectus (the “Proxy Statement/Registration Statement”), to register the Domesticated HCAC Common Stock issued in connection with the Merger under the Securities Act of 1933, as amended (the “Securities Act”). The filing fees payable to the SEC in connection with the Proxy Statement/Registration Statement will be paid entirely by REEcycle at its sole cost and expense.
HCAC will convene and hold an extraordinary general meeting of HCAC shareholders (the “HCAC Shareholders’ Meeting”) as promptly as practicable after the date on which the Proxy Statement/Registration Statement becomes effective (but in any event no later than thirty (30) days after the date on which the Proxy Statement is mailed to shareholders of HCAC) for the purpose of voting solely upon (a) the adoption and approval of the Business Combination Agreement in accordance with applicable law and exchange rules and regulations, (b) approval of the Domestication, (c) adoption of the Post-Closing Charter (as defined in the Business Combination Agreement) and Domesticated HCAC bylaws upon Domestication, (d) approval of the issuance of shares of Domesticated HCAC Common Stock, (e) approval of the Equity Incentive Plan (as defined below), (f) appointment of the director nominees, (g) adoption and approval of any other proposals as the SEC (or staff member) may indicate are necessary in its comments related to the Registration Statement or correspondence and (h) adoption and approval of any other proposals as reasonably agreed by HCAC and REEcycle to be necessary or appropriate in connection with the Transactions (such proposals in (a) through (h), together, the “Transaction Proposals”). The board of directors of HCAC will recommend to the shareholders of HCAC that they approve the Transaction Proposals and will include such recommendation in the Proxy Statement.
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Representations and Warranties
The Business Combination Agreement contains customary representations and warranties of the parties to the Business Combination Agreement with respect to, among other things, (a) organization and standing, (b) authorization and binding agreement, (c) capitalization, (d) subsidiaries, (e) no conflict; governmental consents and filings, (f) financial statements, (g) undisclosed liabilities, (h) absence of certain changes, (i) compliance with laws, (j) government contracts, (k) company permits, (l) litigation, (m) material contracts, (n) intellectual property, (o) taxes and returns, (p) real property, (q) personal property, (r) employee matters, (s) benefits plans, (t) environmental matters, (u) transactions with related persons, (v) insurance, (x) suppliers, and (y) certain business practices.
Covenants
The Business Combination Agreement includes customary covenants of the parties with respect to the operation of their respective businesses prior to the consummation of the Transactions and efforts to satisfy the conditions to consummation of the Transactions.
Equity Plan
HCAC and REEcycle will use commercially reasonable efforts to agree to a form of equity incentive plan that provides for grants of equity-based incentive awards to eligible service providers of REEcycle (the “Equity Incentive Plan”). If such Equity Incentive Plan is in agreed form prior to the effective date of the Registration Statement, HCAC will, before the Closing Date, adopt such Equity Incentive Plan and submit it for approval of the HCAC shareholders at the HCAC Shareholders’ Meeting. The Equity Incentive Plan will have an initial share reserve equal to approximately ten percent (10%) of Domesticated HCAC Common Stock (on a fully diluted basis), immediately following the Effective Time. The Equity Incentive Plan will include an “evergreen” provision, pursuant to which, on the first day of each calendar year, commencing with the first calendar year following the year in which the Effective Time occurs, the number of shares reserved for issuance under the Equity Incentive Plan will automatically increase by five percent (5%) of the total number of shares of Domesticated HCAC Common Stock outstanding on such date (on a fully diluted basis), unless otherwise determined by the Post-Closing Board.
Exclusivity Restrictions
Under the terms of the Business Combination Agreement, from the date of the Business Combination Agreement to the Closing or, if earlier, the termination of the Business Combination Agreement in accordance with its terms, each Party has agreed, among other things, not to, without the prior written consent of REEcycle and HCAC, directly or indirectly, (i) solicit, assist, initiate, continue or facilitate the making, submission or announcement of, or intentionally encourage, any Acquisition Proposal (as defined in the Business Combination Agreement), (ii) furnish any non-public information regarding such Party or its affiliates or their respective businesses, operations, assets, liabilities, financial condition, prospects or employees to any person or group (other than a Party to the Business Combination Agreement or their respective representatives) in connection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any person or group with respect to, or that is intended or could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, or (v) negotiate or enter into any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal.
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PIPE Investment
From time to time following the execution and delivery of the Business Combination Agreement and prior to the Closing, HCAC may enter into subscription agreements on forms mutually acceptable to REEcycle and HCAC (the “PIPE Subscription Agreements”) with investors (the “PIPE Investors”) under which, and on the terms and subject to the conditions of which, the PIPE Investors will agree to make a private investment in Domesticated HCAC.
HCAC will use its reasonable best efforts to satisfy or cause to be satisfied the conditions of the closing obligations contained in any PIPE Subscription Agreements and consummate the contemplated transactions. Unless otherwise approved in writing by each of HCAC and REEcycle, neither HCAC nor REEcycle shall, following execution of any PIPE Subscription Agreement, amend, modify, supplement, waive or terminate, or agree or provide consent to amend, modify, supplement, waive or terminate (the approval from HCAC or REEcycle, not to be unreasonably withheld, conditioned or delayed), any provision or remedy under, or any replacement of, such PIPE Subscription Agreement, other than, in each case, any assignment or transfer contemplated in such PIPE Subscription Agreement or expressly permitted by such PIPE Subscription Agreement (without any further amendment, modification or waiver to such assignment or transfer provision).
Conditions to Closing
The consummation of the Transactions is subject to the receipt of the requisite approval of the shareholders of HCAC and stockholders of REEcycle, and the fulfillment of certain other conditions, as described in greater detail below.
Mutual Conditions to Closing
Under the Business Combination Agreement, the obligations of the Parties to consummate the Transaction are subject to the satisfaction or written waiver (where permissible) of certain conditions, including: (i) obtaining the HCAC Shareholder Approval (as defined in the Business Combination Agreement); (ii) obtaining REEcycle Shareholder Approval as defined in the Business Combination Agreement); (iii) no Governmental Authority as defined in the Business Combination Agreement) shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary or permanent) or order that is then in effect and which has the effect of making the Transactions or agreements contemplated by this Agreement illegal or which otherwise prevents or prohibits consummation of the Transactions; (iv) the Registration Statement shall have been declared effective under the Securities Act by the SEC and shall remain effective as of the Closing, and no stop order or similar order suspending the effectiveness of the Registration Statement shall have been issued and be in effect with respect to the Registration Statement and no proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; and (v) the shares of Domesticated HCAC Common Stock to be issued in connection with the Transactions shall be conditionally approved for listing upon the Closing on Nasdaq subject to any requirement to have a sufficient number of round lot holders of the Domesticated HCAC Common Stock.
REEcycle’s Conditions to Closing
The obligations of REEcycle to consummate the Transactions are further subject to the satisfaction or written waiver (where permissible) of additional conditions, including: (i) the truth and accuracy of the representations and warranties of HCAC and Merger Sub, subject to the materiality standards contained in the Business Combination Agreement; (ii) material compliance by HCAC and Merger Sub with their respective agreements and covenants under the Business Combination Agreement; (iii) no HCAC Material Adverse Effect (as defined in the Business Combination Agreement) having occurred; (iv) the Domestication having been completed and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware having been delivered to REEcycle; (v) HCAC having made the arrangements to have the net proceeds remaining in HCAC’s trust account (after giving effect to all Redemptions) available to Domesticated HCAC at the Closing; (vi) the Closing SPAC Aggregate Cash Amount (as defined in the Business Combination Agreement) will not be less than $40,000,000; (vii) receipt of a customary officer’s certificate of HCAC, certifying as to the satisfaction of the applicable closing conditions; (viii) receipt of a customary secretary’s certificate of HCAC, certifying as to and attaching (A) copies of Domesticated HCAC’s and Merger Sub’s governing documents as in effect as of the Closing Date (after giving effect to the Domestication) and (B) the resolutions of HCAC’s and Merger Sub’s board of directors authorizing and approving the Business Combination Agreement, each of the Ancillary Documents and the consummation of the Transactions; and (ix) HCAC has delivered, or caused to be delivered, all Ancillary Documents to REEcycle.
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HCAC and Merger Sub’s Conditions to Closing
The obligations of HCAC and Merger Sub to consummate the Merger are further subject to the satisfaction or written waiver (where available) of additional conditions, including: (i) the truth and accuracy of the representations and warranties of REEcycle, subject to the materiality standards contained in the Business Combination Agreement; (ii) material compliance by REEcycle with its agreements and covenants under the Business Combination Agreement; (iii) no Company Material Adverse Effect (as defined in the Business Combination Agreement) having occurred; (iv) no outstanding Liens (as defined in the Business Combination Agreement) which would materially impair the ability of the parties to consummate the Transactions; (v) a customary officer’s certificate of REEcycle, certifying as to the satisfaction of the applicable closing conditions; (vi) receipt of a customary secretary’s certificate of REEcycle, certifying as to and attaching (A) copies of REEcycle’s governing documents as in effect as of the Closing Date and (B) the resolutions of REEcycle’s board of directors authorizing and approving the Business Combination Agreement, each of the Ancillary Documents (as defined in the Business Combination Agreement) and the consummation of the Transactions; (viii) REEcycle has delivered, or caused to be delivered, the Registration Rights Agreement.
Termination
The Business Combination Agreement may be terminated by HCAC or REEcycle under certain circumstances, including, among others: (i) by mutual written consent of HCAC and REEcycle; (ii) by REEcycle if there has been a Modification in Recommendation (as defined in the Business Combination Agreement); (iii) by REEcycle if the HCAC Shareholder Approval (as defined in the Business Combination Agreement)shall not have been obtained by reason of the failure to obtain the required vote at the applicable HCAC Shareholders’ Meeting (as defined in the Business Combination Agreement) duly convened or at any adjournment or postponement; (iv) by written notice by HCAC or REEcycle if any of the conditions to the Closing set forth in Article VII of the Business Combination Agreement have not been satisfied or waived by December 31, 2026 (the “Outside Date”); (v) by written notice by either HCAC or REEcycle if a governmental authority has issued an order prohibiting the transactions contemplated by the Business Combination Agreement; (vi) by written notice to HCAC from REEcycle if there is any breach of any representation, warranty, covenant or agreement on the part of HCAC or Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty shall have become untrue or inaccurate, in any case, such that the conditions specified in the Business Combination Agreement with respect to the truth and accuracy of representations and warranties or material compliance of the performance of covenants would not be satisfied at the Closing, and such breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) 20 days after written notice of such breach or inaccuracy is provided to HCAC or (b) the Outside Date, subject to certain exceptions; (vii) by written notice to REEcycle from HCAC if there is any breach of any representation, warranty, covenant or agreement on the part of REEcycle set forth in the Business Combination Agreement, or if any representation or warranty shall have become untrue or inaccurate, in any case, such that the conditions specified in the Business Combination Agreement with respect to the truth and accuracy of representations and warranties or material compliance of the performance of covenants would not be satisfied at the Closing, and such breach or inaccuracy is incapable of being cured or is not cured within the earlier of (A) 20 days after written notice of such breach or inaccuracy is provided to REEcycle or (b) the Outside Date, such that the conditions specified would not be satisfied at the Closing, subject to certain exceptions; and (viii) by HCAC (A) if all the conditions set forth in Section 7.01 and Section 7.02 have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date of such termination), (B) REEcycle fails to consummate the Transactions on or prior to the day when the Closing is required to occur pursuant to Section 3.01, (C) HCAC shall have irrevocably confirmed in writing to REEcycle that it is ready, willing and able to consummate the Closing and (D) REEcycle fails to effect the Closing within five (5) business days following delivery of such confirmation; (ix) by HCAC if REEcycle (i) does not deliver the Audited Financial Statements (as defined in the Business Combination Agreement) by September 30, 2026; provided, that HCAC shall not have the right to terminate this Agreement pursuant to this Section 8.01(h) if at such time HCAC is in material uncured breach of this Agreement; or (x) by REEcycle (A) if all the conditions set forth in Section 7.01 and Section 7.03 have been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the date of such termination), (B) HCAC fails to consummate the Transactions on or prior to the day when the Closing is required to occur pursuant to Section 3.01, (C) REEcycle shall have irrevocably confirmed in writing to HCAC that it is ready, willing and able to consummate the Closing and (D) HCAC fails to effect the Closing within five (5) business days following delivery of such confirmation.
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Sponsor Support Agreement
Simultaneously with the execution and delivery of the Business Combination Agreement, REEcycle, HCAC, and Hall Chadwick Capital LLC, a Cayman Islands limited liability company (the “Sponsor”), have executed the Sponsor Support Agreement, dated May 31, 2026 (the “Sponsor Support Agreement”), under which the Sponsor has agreed to vote all of its shares of Domesticated HCAC Common Stock (the “HCAC Sponsor Shares”), among other things, in favor of (i) adopting and approving the Business Combination Agreement, the Merger, and the Transactions, and (ii) approving each of the proposals and any other matters necessary or reasonably requested by HCAC for consummation of the Merger and the Transactions.
The Sponsor has further agreed to vote against (i) any action, agreement, transaction, or proposal that would result in a material breach of any covenant, representation, warranty, or other obligation of HCAC under the Business Combination Agreement or that would reasonably be expected to prevent the Merger from being consummated, (ii) any business combination proposal other than with REEcycle, (iii) any other action that would reasonably be expected to (A) impede, interfere with, delay, postpone or attempt to discourage, frustrate the purpose of, result in the termination or failure to consummate of, prevent or nullify any provision of, the Sponsor Support Agreement, the Business Combination Agreement or any other obligation or agreement in connection with the Business Combination Agreement or any of the Transactions or adversely affect the Merger or any of the Transactions, or (B) result in a breach of any covenant, representation or warranty or other obligation or agreement of the Sponsor contained in the Sponsor Support Agreement, the Business Combination Agreement or any other obligation or agreement in connection with the Business Combination Agreement or the Transactions, and (iv) change in any manner the voting rights of any class of HCAC’s share capital. The Sponsor has provided REEcycle with an irrevocable proxy to vote the HCAC Sponsor Shares in a manner that is consistent with the above stated voting obligations of the Sponsor.
The Sponsor Support Agreement restricts the Sponsor from transferring all its HCAC Sponsor Shares prior to the earliest of: (i) the Closing, (ii) termination of the Business Combination Agreement, or (iii) mutual agreement of parties.
The foregoing description of the Sponsor Support Agreement and the contemplated transactions is not complete and is subject to, and qualified in its entirety by reference to, the form of Sponsor Support Agreement, a copy of which is filed with this Current Report as Exhibit 10.1, and the terms of which are incorporated into this Current Report by reference.
Transaction Support Agreement
Simultaneously with the execution and delivery of the Business Combination Agreement, HCAC and certain stockholders of REEcycle, who collectively own more than 50% of REEcycle’s issued and outstanding REEcycle common stock, (collectively, the “Supporting REEcycle Stockholders”), have executed the Transaction Support Agreement, dated May 31, 2026 (the “Transaction Support Agreement”), under which the Supporting REEcycle Stockholders have agreed, among other things, to vote all of their shares of REEcycle common stock in favor of adopting and approving the Business Combination Agreement, the Merger, and the Transactions. The Supporting REEcycle Stockholders have further agreed, subject to the Closing, to the termination of any of their rights under REEcycle’s Bylaws or any letter agreement providing for redemption rights, put rights, purchase rights, or similar rights that are not generally available to all stockholders, effective immediately before the Closing, and agree that, the Supporting REEcycle Stockholders will not exercise such rights in any manner inconsistent with the Business Combination Agreement or otherwise reasonably likely to interfere with, delay, impede, frustrate, or prevent the consummation of the Merger.
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The Transaction Support Agreement restricts the Supporting REEcycle Stockholders from directly or indirectly, (a) selling, assigning, transferring (including by operation of law), creating any lien or pledge, disposing of, or otherwise encumbering any of the shares or otherwise, or agreeing to do any of the foregoing, except if under the Business Combination Agreement or to another stockholder bound by the terms of the Transaction Support Agreement; (b) depositing any shares into a voting trust or entering into a voting agreement or arrangement or granting any proxy or power of attorney with respect thereto that is inconsistent with the Transaction Support Agreement; and (c) entering into any contract, option or other arrangement or undertaking with respect to the direct acquisition or sale, assignment, transfer or other disposition of any shares, except as set forth in the Business Combination Agreement or the Transaction Support Agreement.
The foregoing description of the Transaction Support Agreement and the contemplated transactions is not complete and is subject to, and qualified in its entirety by reference to, the form of Transaction Support Agreement, a copy of which is filed with this Current Report as Exhibit 10.2, and the terms of which are incorporated into this Current Report by reference.
Registration Rights Agreement
In connection with the Transactions, simultaneously with the Closing, Domesticated HCAC and certain holders named therein will enter into at the Closing an amended and restated Registration Rights Agreement (the “Amended and Restated Registration Rights Agreement”) that amends and restates the Registration Rights Agreement, dated November 20, 2025, by and among HCAC, the Sponsor and certain other security holders named therein. Under the terms of the Amended and Restated Registration Rights Agreement, Domesticated HCAC will be obligated to file one or more registration statements to register the resale of shares of Domesticated HCAC Common Stock held by the Holders (as defined in the Registration Rights Agreement) after the Closing.
Pursuant to the terms of the Amended and Restated Registration Rights Agreement, Holders holding at least a majority in interest of the then-outstanding number of Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement) are entitled to make a written demand for registration under the Securities Act of all or part of their Registrable Securities, up to a total of three (3) such demand registrations. In addition, subject to certain requirements and customary conditions, such Holders may request at any time or from time to time that Domesticated HCAC file a registration statement on Form S-3 (or any similar short-form registration statement that may be available) to register the resale of their Registrable Securities. The Amended and Restated Registration Rights Agreement also provides such Holders with “piggyback” registration rights, allowing Holders to include their Registrable Securities in other registration statements filed by Domesticated HCAC, subject to certain requirements and customary conditions.
Under the Amended and Restated Registration Rights Agreement, Domesticated HCAC will indemnify the Holders of Registrable Securities, as well as their officers, directors, agents, and each person who controls such Holder (within the meaning of the Securities Act), against any losses, claims, damages, liabilities, and out of pocket expenses (including reasonable attorneys’ fees) resulting from any untrue or alleged untrue statement of material fact contained in any registration statement or prospectus, any violation by Domesticated HCAC of applicable securities laws or regulations in connection with such registration or any omission or alleged omission of a material fact required to be stated or necessary to make the statements not misleading, except to the extent such losses arise from information furnished in writing to Domesticated HCAC by such Holder.
The foregoing description of the Amended and Restated Registration Rights Agreement and the contemplated transactions is not complete and is subject to, and qualified in its entirety by reference to, the form of Amended and Restated Registration Rights Agreement, a copy of which is filed with this Current Report as Exhibit D to Exhibit 2.1, and the terms of which are incorporated into this Current Report by reference.
Lock-Up Agreement
In connection with the Business Combination Agreement, certain shareholders of HCAC, including the Sponsor, shall enter into a lock-up agreement that shall remain in place until the expiration of the Lock-Up (as defined below). Additionally, the post-Closing bylaws of Domesticated HCAC will contain a lock-up provision for all shares issued in connection with the Business Combination Agreement that shall remain in place until the expiration of the Lock-Up Period.
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For all shares subject to lock-up, The “Lock-Up Period” shall be the period commencing on the Closing Date and ending on the earlier of (a) six (6) months following the Closing Date, and (b) subsequent to the Closing, the date on which HCAC completes a liquidation, merger, stock exchange or other similar transaction that results in all of HCAC’s stockholders having the right to exchange their HCAC securities for cash, securities or other property. For the avoidance of doubt, the lock-up shall not effect any other rights of shareholders including the right to vote and to receive any dividends and distributions.
The foregoing description of the Lock-Up Agreement and the contemplated transactions is not complete and is subject to, and qualified in its entirety by reference to, the form of Lock-Up Agreement as Exhibit E to Exhibit 2.1, and the terms of which are incorporated into this Current Report by reference. The foregoing description of the HCAC post-Closing bylaws is not complete and is subject to, and qualified in its entirety by reference to, the form of the HCAC post-Closing bylaws as Exhibit B to Exhibit 2.1, and the terms of which are incorporated into this Current Report by reference.
| Item 7.01. | Regulation FD Disclosure. |
Attached hereto as Exhibit 99.1 and incorporated into this Current Report by reference is a copy of the form of investor presentation HCAC and REEcycle have prepared for use in connection with the Transactions.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished under Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing of HCAC under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings.
Additional Information and Where to Find It.
HCAC and REEcycle intend to file the Registration Statement with the SEC, which will include preliminary and definitive proxy statements to be distributed to HCAC’s shareholders in connection with HCAC’s solicitation of proxies for the shareholder vote in connection with the Transactions, the prospectus relating to the offer of securities to be issued in connection with the Merger, and other matters to be described in the Registration Statement. After the Registration Statement has been filed and declared effective by the SEC, HCAC will mail a definitive proxy statement/prospectus/ consent, solicitation statement and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, HCAC’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/REGISTRATION STATEMENT, AND AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH HCAC’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AGREEMENT, MERGER AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/REGISTRATION STATEMENT BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HCAC, REECYCLE, AND THE PROPOSED TRANSACTIONS. Shareholders and other interested parties may obtain a copy of these documents, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to HCAC, Attn: Corporate Secretary, 1 North Bridge Road #18-06 High Street Centre Singapore, 179094.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
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Participants in the Solicitation.
REEcycle, HCAC, and their respective directors, executive officers, management and employees, under SEC rules, may be deemed to be participants in a solicitation of proxies of HCAC’s shareholders in connection with the Business Combination Agreement and the Transactions. Investors and shareholders may obtain more detailed information regarding the names, affiliations, and interests of HCAC’s directors and executive officers in its filings with the SEC, including HCAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of HCAC’s shareholders in connection with the Business Combination Agreement and the Transactions will be set forth in the Proxy Statement/Registration Statement, along with information concerning the interests of REEcycle’s and HCAC’s participants in the solicitation. Such interests may in some cases be different from those of REEcycle’s or HCAC’s equity holders generally. Investors and security holders may obtain free copies of these documents as described above.
Forward-Looking Statements.
This Current Report includes “forward-looking statements” within the meaning of the federal securities laws, including the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events, including, without limitation, statements regarding the anticipated timing and benefits of the Merger, the entry into agreements related to the Transaction, and HCAC’s or REEcycle’s future financial or operating performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential,” or “continue,” or the negatives of these terms or variations of them or similar terminology. In addition, these forward-looking statements include, without limitation, statements regarding HCAC’s and REEcycle’s expectations with respect to future performance and anticipated financial impacts of the Merger, the satisfaction of the closing conditions to the Merger and other Transactions, and the timing of the completion of the Merger and other Transactions. Such forward-looking statements are subject to risks, uncertainties (some of which are beyond the control of REEcycle and/or HCAC), and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by HCAC and its management, and REEcycle and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, without limitation: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement or other definitive agreements; (2) the outcome of any legal proceedings that may be instituted against REEcycle, HCAC or others following the announcement of the Business Combination Agreement and any definitive agreements; (3) the inability to complete the Transactions due to the failure to obtain consents and approvals of the shareholders of HCAC or the SEC’s declaration of the effectiveness of the Registration Statement (which will including the Proxy Statement/Registration Statement) to be filed by HCAC and REEcycle; (4) failure to obtain financing to complete the Transactions or to satisfy other conditions to closing; delays or failures to obtain necessary regulatory approvals required to complete the Transactions; (5) changes to the proposed structure of the Transactions as a result of applicable laws, regulations or conditions; (6) the ability of HCAC to meet applicable listing standards following the consummation of the Merger; (7) the risk that the Merger disrupts current plans and operations of REEcycle as a result of the announcement and consummation of the Merger; (8) projections, estimates and forecasts of revenue and other financial and performance metrics; (9) projections about industry trends and market opportunity; expectations relating to the demand for REEcycle’s services; (9) REEcycle’s ability to scale and grow its business; (10) the cash position of REEcycle following the Closing; (11) the risk that the Transactions disrupt current plans and operations of REEcycle as a result of the announcement and consummation of the Transactions; (12) the ability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, the ability of REEcycle to successfully commercialize its business, and REEcycle’s ability to source and maintain key relationships with management and key employees; (13) the ability of the combined company to grow and manage growth profitably, continue developing its properties, maintain relationships with customers and suppliers, and retain its management and key employees; (14) costs related to the Transactions;
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(15) the possibility that REEcycle and/or its related entities may be adversely affected by other economic, business, and/or competitive factors; (16) risks relating to REEcycle’s anticipated operations and business; (17) the risk that REEcycle does not ever enter into any definitive agreements in connection with commercialization of its technology; (18) the risk that REEcycle is pursuing an emerging market; (19) the amount of redemption requests made by the HCAC public shareholders; and (20) other risks and uncertainties set forth under “Risk Factors” and other documents filed, or to be filed, with the SEC by HCAC and/or REEcycle, including the Registration Statement that REEcycle and HCAC intend to file in connection with the business combination, and HCAC’s other filings with the SEC, as well as any further risks and uncertainties to be contained in the Proxy Statement/Prospectus filed after the date of this Current Report. In addition, there may be additional risks that neither HCAC or REEcycle presently know, or that HCAC or REEcycle currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, neither HCAC nor REEcycle undertakes any duty to update these forward-looking statements. The inclusion of any statement in this communication does not constitute an admission by HCAC, REEcycle, or any other person that the events or circumstances described in such statement are material.
No Offer or Solicitation.
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus filed with the SEC meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom. Investors should consult with their counsel as to the applicable requirements for a HCAC to avail itself of any exemption under the Securities Act.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Business Combination Agreement, dated May 31, 2026 by and among HCAC, HCAC Star Merger Sub, Inc., and REEcycle Holdings, Inc. | |
| 10.1 | Sponsor Support Agreement | |
| 10.2 | Transaction Support Agreement | |
| 99.1 | Investor Presentation, dated June 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.
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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 3, 2026 | HALL CHADWICK ACQUISITION CORP. | |
| By: | /s/ Aaron Dominish | |
| Name: | Aaron Dominish | |
| Title: | Chief Financial Officer | |
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Exhibit 99.1
Building America's domestic rare earth supply chain I N V ES TO R PR ES EN TA TI O N J u n e 20 26 TM business combination with Hall Chadwick Acquisition Corp. (NASDAQ: HCAC)
L EG A L CONFIDENTIAL | 2 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Important Information Informational purposes only . This presentation does not constitute an offer to sell or a solicitation of an offer to buy any securities, and is not intended to be relied upon as the basis for any investment decision . Existing HCAC stockholders and potential investors are urged to consult their own legal, financial, and tax advisors in evaluating the proposed business combination with REEcycle or before making any investment . Forward - looking statements . This presentation contains forward - looking statements that involve risks and uncertainties . Actual results and future events could differ materially from those anticipated . We assume no obligation to update any forward - looking statements as a result of new information or future events . Speculative, high risk . Investing in HCAC and REEcycle is speculative and involves a high degree of risk, including the potential loss of your entire investment . Past performance is not indicative of future results . No guarantee of investment performance is being provided . Confidential & proprietary . This presentation is confidential and proprietary to HCAC and REEcycle Holdings, Inc . and its wholly owned subsidiary Rare Resource Recycling, Inc . By accepting this document, the recipient agrees not to copy, reproduce, or distribute its contents without the prior written consent of HCAC and REEcycle . Trademarks . “REEcycle” and the REEcycle logo are trademarks of Rare Resource Recycling, Inc . All other marks used or referenced herein are the property of their respective owners . Currency . All dollar amounts are US $ unless otherwise stated .
L EG A L CONFIDENTIAL | 3 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Disclaimer No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such jurisdiction . This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities in the United States or any other jurisdiction . No offer of securities shall be made except by means of a prospectus filed with the SEC meeting the requirements of Section 10 of the Securities Act of 1933 , as amended (the “Securities Act”), or exemptions therefrom . Investors should consult with their counsel as to the applicable requirements for a purchaser to avail itself of any exemption under the Securities Act . Additional Information and Where to Find It In connection with the proposed business combination, HCAC intends to file a registration statement on Form S - 4 , including a preliminary proxy statement/prospectus (the “Proxy Statement”), with the U . S . Securities and Exchange Commission (the “SEC”) . HCAC urges investors and shareholders to read the Proxy Statement and other documents filed with the SEC when they become available, as they will contain important information regarding the proposed business combination . The Proxy Statement will be distributed to holders of HCAC shares in connection with HCAC's solicitation of proxies for the vote by HCAC's shareholders with respect to the proposed business combination and other matters as will be described therein . All SEC filings will be available free of charge at www . sec . gov . Participants in the Solicitation HCAC, REEcycle, and their respective directors, officers, and employees may be deemed participants under SEC rules in the solicitation of proxies in connection with the proposed business combination. Information about HCAC's directors and officers is available in HCAC's SEC filings.
L EG A L CONFIDENTIAL | 4 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Disclaimer Forward - Looking Statements This presentation includes "forward - looking statements" with respect to HCAC and REEcycle . Forward - looking statements generally relate to future events, including, without limitation, statements regarding the anticipated timing and benefits of the Transaction, and REEcycle's future financial or operating performance . The expectations, estimates, and projections of the businesses of HCAC and REEcycle may differ from their actual results, and consequently, you should not rely on these forward - looking statements as predictions of future events . In some cases, you can identify forward - looking statements by terminology such as "may," "should," "expect," "intend," "will," "estimate," "project," "budget," "forecast," "plan," "anticipate," "believe," "predict," "potential," or "continue," or the negatives of these terms or variations of them or similar terminology . In addition, these forward - looking statements include, without limitation, statements regarding REEcycle's expectations with respect to future performance and anticipated financial impacts of the Transaction, the satisfaction of the conditions to, and the timing of the completion of the Transaction . Such forward - looking statements are subject to risks, uncertainties (some of which are beyond the control of REEcycle and/or HCAC), and other factors which could cause actual results to differ materially from those expressed or implied by such "forward - looking statements", and consequently, you should not rely on these forward - looking with respect to HCAC and REEcycle . These forward - looking statements are based upon estimates and assumptions that, while considered reasonable by REEcycle and its management, as the case may be, are inherently uncertain . Factors that may cause actual results to differ materially from current expectations include, without limitation : ( 1 ) the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements ; ( 2 ) the outcome of any legal proceedings that may be instituted against REEcycle, HCAC or others following the announcement of the Transaction ; ( 3 ) the inability to complete the Transaction due to the failure to obtain consents and approvals of shareholders or the SEC's declaration of the effectiveness of the Registration Statement ; ( 4 ) failure to obtain financing to complete the transactions or to satisfy other conditions to closing ; delays or failures to obtain necessary regulatory approvals required to complete the transactions ; ( 5 ) changes to the proposed structure of the Transaction as a result of applicable laws, regulations or conditions ; ( 6 ) the risk that the Transaction disrupts current plans and operations of REEcycle ; ( 7 ) projections, estimates and forecasts of revenue and other financial and performance metrics ; ( 8 ) projections about industry trends and market opportunity ; expectations relating to the demand for REEcycle's services ; ( 9 ) REEcycle's ability to scale and grow its business ; ( 10 ) the cash position of REEcycle following the closing ; ( 11 ) the risk that the Transaction disrupts current plans and operations of REEcycle as a result of the announcement and consummation of the Transaction ; ( 12 ) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of REEcycle to successfully commercialize its business, and REEcycle's ability to source and maintain key relationships with management and key employees ; ( 13 ) the ability of the combined company to grow and manage growth profitably, continue developing its properties, maintain relationships with customers and suppliers, and retain its management and key employees ; ( 14 ) costs related to the Transaction ; ( 15 ) the possibility that REEcycle and/or its related entities may be adversely affected by other economic, business, and/or competitive factors ; ( 16 ) risks relating to REEcycle's anticipated operations and business ; ( 17 ) the risk that REEcycle does not ever enter into any definitive agreements in connection with commercialization of its technology ; ( 18 ) the risk that REEcycle is pursuing an emerging market ; ( 19 ) the amount of redemption requests made by the HCAC public shareholders ; and ( 20 ) other risks and uncertainties set forth under "Risk Factors" and other documents filed, or to be filed, with the SEC by HCAC and/or REEcycle, including the Registration Statement, and HCAC's other filings with the SEC, as well as any further risks and uncertainties to be contained in the Proxy Statement 1 /Prospectus filed after the date of this presentation . In addition, there may be additional risks that neither HCAC nor REEcycle presently know, or that REEcycle currently believes are immaterial, that could also cause actual results to differ from those contained in the forward - looking statements . Nothing in this presentation should be regarded as a representation by any person that the forward - looking statements will be achieved or that any of the contemplated results of such forward - looking statements will be achieved . You should not place undue reliance on forward - looking statements, which speak only as of the date they are made . Except as may be required by law, REEcycle and HCAC do not undertake any duty to update these forward - looking statements . The inclusion of any statement in this communication does not constitute an admission by REEcycle and HCAC, or any other person, that the events or circumstances described in such statement are material .
Introduction 1 – 5 Cover and disclaimer 1 The Transaction 6 – 10 HCAC business combination, partnership rationale, PIPE structure and pro forma ownership 2 The Investment Case 11 – 13 Reasons to invest and the U.S. government – funded, patented technology 3 The Opportunity 14 – 18 National - security priority, a market in structural deficit and recycling as the fastest path to supply 4 CONFIDENTIAL | 5 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 19 – 23 Technology & Supply Supply chain, patented process, feedstock network and offtake agreements 5 24 – 30 Commercialization & Team First - mover positioning, commercial roadmap, demonstration plant and leadership team 6 31 – 33 Financials & Peer Comparison Management Estimates and select public comparable companies 7 C O NT E NT S Table of Contents
SE C T I O N 1 The Transaction TM (NASDAQ: HCAC)
TH E TR A N S A C T I O N $400M Total Consideration $350M Payable at Closing $50M Earnout on Milestone 50tpa MREO over 22 days $40M Min. Cash Funds first commercial plant CONFIDENTIAL | 7 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” DEAL STRUCTURE KEY TERMS Pre - close private placement: REEcycle may raise up to $10M prior to close at its option — funds transaction costs & long - lead items for the commercial plant • Board Control REEcycle nominates 5 of 7 directors post - close • Management Continuity REEcycle team assumes all HCAC roles — Executive Chair, CEO, COO, CFO and General Counsel • All - Stock Transaction All REEcycle stock rolls over; no cash consideration at close • Aligned Interests — Lock - Up REEcycle, Sponsor and Advisor shares under the same 6 - month lock - up from Closing • Nasdaq Listing & Capital Combined company lists on Nasdaq — listed equity for holders and capital for the first plant • Closing Conditions Customary: HCAC and REEcycle shareholder approval, SEC effectiveness, Nasdaq listing Business Combination with Hall Chadwick Acquisition Corp ("HCAC")
TH E P A R TN E R S H I P REEcycle + Hall Chadwick — Better Together REEcycle brings • Proven recycling technology, IP and feedstock • Operational capability, experience and track record • Strategic vision for a domestic supply chain Hall Chadwick brings • Capital markets platform, Corporate M&A and Advisory team • Governance framework and Nasdaq listing • Global institutional and sovereign - wealth relationships Together, the partnership creates a pathway to build one of the few vertically integrated Western rare earth platforms — spanning recycling, processing and longer term, a strategic resource ownership. 920 Staff 1 14 Loc a t i o n s 1 138 Y e a r s 1 Source: ¹ Hall Chadwick website. CONFIDENTIAL | 8 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”
TH E R A I S E Proposed PIPE Structure & Indicative Timeline Up to ~$50M¹ Indicative PIPE size $10.00 Per share $40M Min. cash condition Q4 2026 Target close Indicative timeline LOI executed 1 Apr 2026 BCA signed 31 May 2026 PCAOB audit ~31 Jul 2026 S - 4 / proxy filing Po s t - a u d it SEC review ~60 – 90 days Shareholder vote Post - clearance C lo se ¹ Indicative; final size and terms subject to redemptions, demand and final documentation. CONFIDENTIAL | 9 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Q4 2026
TH E TR A N S A C T I O N ~$50M cash proceeds from a combination of remaining trust monies (after public share redemptions) and the PIPE raise CONFIDENTIAL | 10 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Structure & Pro Forma Ownership Deal structure All - stock $400M = 40.0M sh î $10.00 At close 35.0M shares ($350M) Earnout 5.0M shares ($50M) on 50 tpa MREO Min. cash $40M — funds first plant Bo a r d REEcycle nominates 5 of 7 Lock - up Common 6 - month from Closing % At milestone % At close Shareholder 60.1 40,000,000 58.2 35,000,000 REEcycle securityholders¹ 1.4 900,000 1.3 787,500 Empire Capital (mandate fee)² 10.5 7,000,000 10.2 6,125,000 Advisor shares — HCAC³ 4.5 3,000,000 4.4 2,625,000 Advisor shares — REE⁴ 12.8 8,497,293 14.1 8,497,293 HCAC sponsor & placement⁵ 3.2 2,131,400 3.5 2,131,400 Rights conversion⁶ 7.5 5,000,000 8.3 5,000,000 IPO public & PIPE⁷ 100.0 66 , 5 2 8, 693 100.0 60,166,193 Total Note: ¹ 35M shares at Closing + 5M earnout at Milestone; ² Empire Capital fee 2.25% of consideration, 787,500 at close; 112,500 at Milestone ;³ HCAC nominee advisors: 6,125,000 issued at/before close + 875,000 at Milestone; ⁴ REE nominee advisors 2,625,000 issuable post - close at REE’s election + 375,000 at Milestone ; ⁵ 7,883,293 Class B + 380k sponsor placement shares +234k underwriter placement shares. ⁶ 21,314,000 rights · $10. ⁷ Assumes
SE C T I O N 2 The Investment Case TM (NASDAQ: HCAC)
TH E W I N N I N G TH E M E S Why REEcycle — Five Things Investors Need to Know 1. Fully domestic & Scalable platform Domestic feedstock → domestic processing → domestic rare earth oxides. A complete U.S. circular loop independent from U.S. adversaries 2. Fastest & most economical path to supply Commercial plant in ~18 months on REEcycle technology & ~$40M capex — versus 7 – 10 years, billions of dollars and permitting risk for new mines ¹ 4. Backed by the U.S. Government A $5.1M U.S. Department of War Production Act award — a targeted commitment to REEcycle 2 5. Recycling - first, then integrate A capital - efficient recycling beachhead and the foundation for a vertically integrated U.S. mine - to - processing platform The bottom line The most advanced domestic rare earth recycler approaching the public markets, with technology proven at commercial scale 3. Proven l e a de r s h i p Proven operator with multiple billion dollar exits in the mining & resource sector supported by a qualified management team of value creators Source: ¹ Mining Industry ; 2 Department of Defense CONFIDENTIAL | 12 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”
U .S . G O V E R NM E NT F U ND E D A ND P A T E NT E D T E C H NO L O G Y Backed by the U.S. Government Source: ¹ Department of Defense ; 2 Chemical & Engineering News ; 3 Brownstein ; 4 Metal Tech News Government - Funded U.S. Federal capital secured Patented Technology Licensed from University of Houston Independently Validated Third - party expert review • $5.1M Defense Production Act (Title III) award; ~$4.2M remaining, paid monthly against qualifying spend 1 • Part of a wave of U.S. federal REE support: MP Materials $1.2B 2 , USA Rare Earth $1.2B 3 , Vulcan/ReElement ~$1B 4 , Lynas price - floor • Subject to completion of the transaction and the minimum cash, REEcycle is expected to be funded to commercial scale • Two patents (granted in 2019 and 2020) exclusively licensed to REEcycle from the University of Houston • Novel application of established hydrometallurgical (solvent - extraction) chemistry • University consented to the Transaction — no change - of - control risk on core IP • First - mover position and proprietary DDM (Drive Disassembly Machine) feedstock compound the protection • Independent Technical Expert (Dr John Mair, JLM Advisory) assessed the platform as technically credible and commercially compelling . Dr Mair has in - depth knowledge of the REE processing methodologies, through both research and feasibility and development oversight of the world - class Kvanefjeld REE Project in Greenland . • Validated by independent laboratories; Pilot plant first operated in 2022 and relocated to larger site in Oklahoma to accommodate scale up CONFIDENTIAL | 13 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”
SE C T I O N 3 The Opportunity TM (NASDAQ: HCAC)
W HY N O W Rare Earths Are a National Security Priority The strategic problem • Neodymium, praseodymium, dysprosium and terbium are the core of high - performance permanent magnets — powering EV motors, precision - guided munitions, wind turbines, and advanced radar and sonar • The U . S . sources the overwhelming majority of separated and refined rare earths from China — a dependency repeatedly flagged as a critical national security vulnerability • Heavy rare earths Dy and Tb — together ~40% of basket value — have been under Chinese export controls since April 2025 1 • REE demand is forecast to nearly triple by 2035 while Chinese - dominated supply falls short, widening a structural deficit 2 Recycling is believed to be the only near - term domestic fix Recovering REEs from end - of - life NdFeB magnets — in discarded drives, decommissioned defense gear, EV motors and industrial machinery — closes the loop with a domestic circular supply chain that is faster, lower - capex and entirely U.S. - controlled. REEcycle closes the loop on the materials modern defense and clean - energy systems depend on. Source: ¹ Mofcom.gov.cn ; 2 Reuters Commodities CONFIDENTIAL | 15 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”
M A R K E T & I N D U S TR Y A La r g e M a r ke t in S t ruc tu ra l D e f i c i t ¹ $19B - >~$37B REE market 2025 → 2034 ~3x Demand growth by 2035 <1% Of REEs recycled today 40% Of basket value is Dy/Tb* Public markets are re - rating domestic players ** MP Materials de - SPAC 2020 @ ~$10 ~$72 today · +~620% · ~$13B mkt cap USA Rare Earth de - SPAC 2025 @ ~$10 ~$30 today · ~200% · ~$6.8B mkt cap Notes: *Heavy rare earths Dy/Tb. **MP Materials and USA Rare Earth Public - market data: NYSE/Nasdaq, June 2026; shown for context, not as a valuation basis. 93 140 200 270 90 120 150 185 2025 2028 2031 2034 Structural, policy - driven deficit REE demand is forecast to nearly triple by 2035 — driven by EVs, wind and defense — while Chinese - dominated supply falls short. Heavy rare earths Dy and Tb have been under Chinese export controls since April 2025. The U.S. has committed billions (IRA, CHIPS Act, DoD) to domestic supply. Demand outpacing supply (kt REO) Demand Supply CONFIDENTIAL | 16 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Source: ¹ Reuters Commodities
TH E S OL U TI ON Recycling: The Fastest, Lowest - Risk Path to New Supply E lect ri c i ty & Diesel M i n i ng Magnetic S e para ti on Flotation S e para ti on Calcination Water Leaching & Impurity Removal Extraction & Roasting Electricity Water & Chemical Process Sulfuric Acid & Heat Water & Iron Chloride Hydrochloric Acid, Oxalic Acid, & Heat Mine Tailings Niobium & Impurities Water & Air Emissions Impurities Ra d i o a ct i ve Byproducts Metal Oxides (95% Iron Oxide) End Of Life Magnets Demagnetization Crushing (H Decrepitation) Chemical Ex t rac ti on REEcycle: Two Patents Exclusively Licensed (2019 & 2020) Heat, Water, & Weak Acid RARE EARTH OX I DE S MINING: Takes many years to develop and is CAPEX intensive REECYCLE: 18 months to commission LARGE SCALE NEW M INE $100M – $2BN+ 1 7 – 10 years to build REECYCLE ~$40M modular plant in 18 months VS Source: ¹ Mining Industry CONFIDENTIAL | 17 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”
VALUATION* ($mm) HIGHLY S CA L AB L E M ODU L AR SYSTEM LOW CAPEX ENVIRON - ME N T A LL Y FRIENDLY LOW HAZARDOUS WASTE HIGH PRODUCT VALUE PROCESS Magnet to Oxides 400+ ~170 Mixed E - Waste to Oxides 800+ Magnet to Magnet 13,000+ Mining & P r oc e ss i n g ~395 Mine Waste Recovery N OR TH A M E R I C A N R E E L A N D S C A P E Source: Dealroom, Factset and Pitchbook as of May 31, 2026 CONFIDENTIAL | 18 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” REEcycle is Positioned to be an early mover in North American & EU NdFeB Magnet Recycling
SE C T I O N 4 Technology & Supply TM (NASDAQ: HCAC)
S U P P LY C HA I N Recycling: Feedstock to finished REE product MAGNET CRUSHING & DECREPITATION 01 CHEMICAL E X T RAC T IO N 02 03 RARE EARTH OXIDES (REO) Scrap Hard Disk Magnets M R Is Magnet Other Industrial Swarf* Applications E l ec tr o n ic Vehicles DATA CENTER PARTNERS Drive Disassembly Machine MAGNET FEEDSTOCK COLLECTION PARTNERS *Scrap from magnet manufacturers. CONFIDENTIAL | 20 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”
P RO C E SS Patented Process, Verified Product Patented recycling process 1 Magnet coating removed and particles sized by hydrogen decrepitation 2 Resized material processed in a proprietary solvent system 3 REE oxides separated from iron and boron during processing 4 Centrifugal extraction of oxides; iron and boron filtered out 5 Process water cleaned and reused; final oxide packaged for offtake Verified product • Mixed rare earth oxide (Pr - Nd oxide) • Composition ~84% NdPr; ~2.5% Dy/Tb • ~92% recovery rate • Validated by independent labs • Purity exceeds offtaker requirements CONFIDENTIAL | 21 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Exclusive license to a patented recycling process (two patents granted in 2019 and 2020).
F E E D ST O C K M O A T A Distributed, Proprietary Feedstock Network Drive Disassembly Machine (DDM) • 4th - gen proprietary system; pilot completed Q4 2025 with a large end - user • Each DDM processes ~25,000+ HDDs/month → ~6 t raw magnets/yr • Revenue on minimum monthly volume or lease — fast capital recovery • First - mover in HDD magnet recovery (~1,600 tpa U.S.) ~20,000 tpa addressable U.S. feedstock Wind turbines ~5,000 t/yr Electric vehicles ~4,000 t/yr Open MRI machines ~3,000 t/yr Hard disk drives ~1,600 t/yr Other sources ~6,000 t/yr CONFIDENTIAL | 22 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”
C OM M E R C I A L P I P E L I N E Feedstock & Offtake Feedstock • Over a year of feedstock stockpiled and ready to process • Proprietary DDM network secures HDD magnet supply (~1,600 tpa U.S.) • Approached by several major Western REE magnet producer and separator • DDM pilot completed Q4 2025 with a large data - center end - user; further trials in discussion Offtake • Strong interest from several U.S. and European rare earth refiners for separation and marketing of REEcycle's oxides • Agreements with global and U.S. partners under evaluation for collection, disassembly and supply FEEDSTOCK SOURCES · ~20,000 TPA Wind T u rb i n e s ~5,000 t/yr ~2 – 3 t magnets each CONFIDENTIAL | 23 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Electric Ve h i c les ~4,000 t/yr* ~3 kg each Hard Disk Drives ~1,600 t/yr ~16 g each Open MRI ~3,000 t/yr ~3 t each
SE C T I O N 5 Commercialization & Team TM (NASDAQ: HCAC)
P O SI T I O N I N G First Mover in North American Magnet Recycling REEcycle is positioned as an early mover in North American and EU NdFeB magnet recycling — combining the high product value of magnet recovery with the low capex and waste profile and a scalable, modular footprint Pathway Product value Hazardous waste* C a p e x S c a l a b i l i ty REEcycle — magnet → oxide H i g h L ow L ow H i g h Mixed e - waste → oxide H i g h Med Med Med Magnet → magnet H i g h L ow Med Med Mining & processing H i g h H i g h Very high L ow Mine - waste recovery Med Med Med L ow U nf a v o u ra b le Rating: Favourable Moderate Note: *Hazardous waste reflects relative volume and toxicity of process by - products Source: Company Analysis from various sources Magnet to Oxide ; Magnet to Magnet ; E - waste to Oxide ; Mining & Processing ; Mine - waste recovery CONFIDENTIAL | 25 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”
OP E R A TI O N S CONFIDENTIAL | 26 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Demonstration Plant Relocation
Source vs China Tb₄O₇ ($/kg) Dy₂O₃ ($/kg) Pricing Tier SMM 1.0x $780 $177 China EXW Domestic Argus Media ~1.6x $1,140 $290 FOB China Export Strat. Metals Invest ~4.4x $4,200 $930 Western ex - China Spot DOD / MP Materials ~5.5x $5,000 $1,100 US Premium (IRA/DOD) REEcycle Pricing Dy $1,125 / Tb $4,500 = Western spot ض Post - 2025 China export controls created a structural price bifurcation: Western heavy REE prices are 4.4 – 5.5 î China domestic and forecast to widen further. REE Pricing: Why Location Matters China domestic is the lowest price. A US - based producer commands the highest premium CONFIDENTIAL | 27 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” M A R K E T P R I C I N G
E XE C U TI O N Roadmap to Commercial Scale Q3 2026 Demo plant restart Relocated to Oklahoma site; commissioning early Q3 2026 Q3 2026 Demo production 6 - 8 tonnes of REO — revenue - generating while validating scale Q4 2026 Feasibility study Feasibility study; modular 100 tpa commercial design 2027 First commercial plant 100 tpa start; modular path to 3 – 4 U.S. plants, then potentially Europe Demonstration plant — real, de - risked Located in an existing downstream processing facility to leverage infrastructure and permitting for rapid commissioning. Expanded to a small - scale commercial facility; major equipment refurbished and being installed CONFIDENTIAL | 28 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”
L EA D ER S H I P Management, Board & Advisors JUSTIN FRONEMAN CEO & Director 23 Years of Experience MICK MCMULLEN Executive Chair 33 Years of Experience JON CHRISTIAN EVENSEN Non - Executive Director 13 Years of Experience TAWNYA ERICKSON COO 15 Years of Experience ERIC CARNELL Fractional General Counsel 30 Years of Experience MORNÉ ENGELBRECHT Senior Financial Advisor 26 Years of Experience CHRIS ROSARIO Senior Legal Advisor 20 Years of Experience Combines deep mining expertise, industrial processing and U.S. capital markets experience to scale R EEcycl e globally “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 Chair CONFIDENTIAL | 29 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain”
Return Outcome Role Company 16% IRR Acquired by Sibanye Board / CEO Stillwater Mining 208% IRR Acquired by Kirkland Lake CEO Detour Gold The McMullen Playbook 1 Acquire undervalued critical - minerals asset 2 Build a high - quality operating team 3 Fix operations, scale production rapidly 4 Exit at 2 – 3 î via strategic sale or re - rating Key Team McMullen Executive Chairman Largest individual shareholder Froneman CEO & Director Former Sibanye Head of Recycling Evensen Non - Executive Director L EA D ER S H I P CONFIDENTIAL | 30 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” The McMullen Factor – backing a tier - 1 operator
SE C T I O N 6 Financials & Peer Comparison TM (NASDAQ: HCAC)
SUMMARY FINANCIALS ($M) (Y4) 2029E (Y3) 2028E (Y2) 2027E (Y1) 2026E $M $144.1 $83.5 $7.8 $0.6 Revenue 72.6% NM NM NA Growth % $79.3 $46.2 $4.7 $0.3 Gross Profit 55.0% 55.4% 60.3% 46.5% Margin % $77.6 $44.5 $2.9 ($1.2) EBITDA 53.8% 53.2% 37.6% NM Margin % ~164% Revenue CAGR, 2027E – 2029E ~$144M 2029E Revenue ~54% 2029E EBITDA Margin CONFIDENTIAL | 32 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” Company’s estimated ramp up from demonstration to commercial scale: first commercial plant targeted 2027, with a modular path to additional U.S. plants driving the 2028E – 2029E inflection. Note: REEcycle financials are based upon management estimates only and should not be relied upon as guarantees of future performance. K EY N U M B ER S Management Estimates
U.S. Listed rare earth producers, processors and developers CONFIDENTIAL | 33 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” EV / EBITDA 29E EV / EBITDA 28E EV / Rev 29E EV / Rev 28E EV ($M) Company 5.2x 9.0x 2.8x 4.8x $400 REEcycle 24.3x 26.8x 14.1x 16.6x $ 15 ,640 MP Materials (NYSE: MP) 6.8x 15.5x 2.7x 4.9x $6,350 USA Rare Earth (NASDAQ: USAR) 20.6x 34.3x 10.0x 17.9x $5,093 Energy Fuels (NYSE: UUUU) NA NA 1.4x 2.3x $868 Niocorp Developments (NASDAQ: NB) 20.6x 26.8x 6.4x 10.8x Peer median REEcycle at $400M — Implied Discount to Peer Median (2029E) Discount Peer Median REEcycle Metric (2029E) ~56% 6.4x 2.8x Implied EV / Revenue ~75% 20.6x 5.2x Implied EV / EBITDA B E NC H M A R K I NG Select Public Comparable Companies Source: FactSet data as of 5/7/2026. REEcycle financials are based upon management estimates only and should not be relied upon as guarantees of future performance.
Thank You TM (NASDAQ: HCAC)
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