Hall Chadwick Acquisition Corp 8-K

What Happened
On June 1, 2026, Hall Chadwick Acquisition Corp (HCAC) announced it entered into a definitive business combination agreement (BCA) to merge HCAC Star Merger Sub, Inc. into REEcycle Holdings, Inc., with REEcycle surviving as a wholly owned subsidiary of the combined company. The transaction values REEcycle, a U.S.-based rare earth element recycling company, at approximately US$400 million (including up to US$50 million of contingent consideration). Consideration to REEcycle equityholders will be paid entirely in shares of the combined company. Before closing, HCAC will domesticate from a Cayman Islands exempted company to a Delaware corporation. The closing is subject to HCAC shareholder approval and the effectiveness of a Form S-4 registration statement filed with the SEC.

Key Details

• Deal value: ~US$400 million total equity consideration (includes up to US$50 million contingent).
• All-stock consideration: Payment to REEcycle equityholders in shares of the combined company.
• Additional share authorizations: Company may issue/obligate up to 6,125,000 "Additional Company Shares" and will reserve up to 2,625,000 "Additional REEcycle Shares" for post-closing issuance.
• Contingent (Deferred) Shares: If a commercial production milestone is met, an aggregate 1,250,000 Deferred Shares become issuable (allocated 70% to pre-closing identified persons and 30% to persons designated by the post-closing board).
• Conditions: Closing requires shareholder approval and effectiveness of a Form S-4 registration statement; HCAC will domesticate to Delaware prior to closing.

Why It Matters
This transaction would make REEcycle a wholly owned subsidiary of HCAC and shifts the combined company’s business toward rare earth element recycling—an area tied to clean-tech and supply-chain critical minerals. For investors, the all-stock nature of the deal and the potential issuance of millions of additional shares create dilution risk for existing HCAC shareholders. The contingent consideration and Deferred Shares tie part of the purchase price to future commercial milestones, which affects when and how much additional equity is issued. The deal still requires shareholder approval and SEC registration (Form S-4) before it can close, so it is not final.