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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 24, 2025
HALL CHADWICK ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-42962 |
|
00-0000000N/A |
(State or other jurisdiction of incorporation or organization) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification Number) |
|
1 North Bridge Road
#18-06 High Street Centre
Singapore |
|
179094 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: +65-90882642
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Units, each consisting of one Class A ordinary share and one Share Right |
|
HCACU |
|
The Nasdaq Stock Market LLC |
| Class A ordinary shares, par value $0.0001 per share |
|
HCAC |
|
The Nasdaq Stock Market LLC |
| Share Rights, each right entitling the holder to receive one tenth (1/10) of a Class A ordinary share |
|
HCACR |
|
The Nasdaq Stock Market LLC |
Item 8.01. Other Events.
On November 24, 2025, Hall Chadwick Acquisition Corp. (the “Company”) consummated the sale of 20,700,000 units (the “Units”) in its initial public offering (the “IPO”), which included the full exercise of the underwriters’ over-allotment option. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $207,000,000. Each Unit consists of one Class A ordinary share of the Company, par value $0.0001 per share (the “Class A Ordinary Shares”), and one right to receive one-tenth (1/10) of one Class A Ordinary Share upon the consummation of the Company’s initial business combination (each, a “Share Right”), subject to adjustment as provided in the Company’s registration statement on Form S-1, initially filed with the Securities and Exchange Commission on August 6, 2025 (File No. 333-289333).
On November 24, 2025, simultaneously with the consummation of the IPO, the Company consummated the issuance and sale (“Private Placement”) of 614,000 Units (the “Placement Units”) in a private placement transaction at a price of $10.00 per Placement Unit, generating gross proceeds of $6,140,000. The Placement Units were purchased by Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (222,300 Units), Clear Street LLC (11,700 Units), and the Company’s sponsor, Hall Chadwick Capital LLC (380,000 Units).
A total of $207,000,000 of the net proceeds from the IPO and the Private Placement (which includes $8,280,000 of the Underwriters’ deferred discount) were placed in a trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer & Trust Company acting as trustee.
An audited balance sheet as of November 24, 2025, reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99.1 |
|
Audited balance sheet as of November 24, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: January 26, 2026 |
HALL CHADWICK ACQUISITION CORP. |
| |
|
| |
By: |
/s/ Aaron Dominish |
| |
Name: |
Aaron Dominish |
| |
Title: |
Chief Financial Officer |