Hall Chadwick Acquisition Corp 8-K

What Happened
Hall Chadwick Acquisition Corp (HCAC) announced on June 3, 2026 (Business Combination Agreement dated May 31, 2026) that it will domesticate from the Cayman Islands to Delaware and merge its wholly owned Merger Sub with REEcycle Holdings, Inc., a rare-earth elements recycling company. The transaction values the target under a $400,000,000 Purchase Price and will result in REEcycle continuing as the operating company; HCAC intends to list the combined company on Nasdaq or the NYSE.

Key Details

• Purchase Price: $400,000,000; merger consideration will be paid in Domesticated HCAC common stock using an exchange ratio derived from that Purchase Price.
• Earnout/Deferred Shares: up to 5,000,000 "Earnout Shares" plus 1,250,000 "Deferred Shares" may be issued if a single REEcycle facility reaches an annualized run rate of 50 metric tonnes/year of mixed rare earth oxide (measured over 22 consecutive working days). Total earnout/deferred issuance capped at 6,250,000 shares and forfeited if milestone not met within 7 years.
• Minimum cash condition: Closing SPAC aggregate cash available to the combined company must be at least $40,000,000. Closing must occur no later than the Outside Date of December 31, 2026 (absent agreed extension).
• Approvals & support: Transaction requires HCAC and REEcycle shareholder approvals; Sponsor (Hall Chadwick Capital LLC) and holders owning >50% of REEcycle stock have executed support agreements to vote in favor. HCAC will file a Form S-4/Proxy Statement and registration materials with the SEC; an investor presentation is attached as Exhibit 99.1.

Why It Matters
This 8-K notifies investors that HCAC is pursuing a definitive business combination to bring REEcycle public via domestication and merger into HCAC’s vehicle. The deal shifts HCAC from a blank‑check SPAC to an operating company in the rare-earth recycling space, establishes the financial terms (stock-based consideration tied to a $400M purchase price), sets minimum cash and closing deadlines, and includes contingent earnouts tied to production milestones. Investors should watch the proxy/registration filings, the shareholder vote, the final exchange ratio calculation, any PIPE financing, and whether the combined company meets the listed minimum cash condition and the milestone for earnout shares.