Hall Chadwick Acquisition Corp: enters business combination and PIPE

What happened

• The filing reports that on May 31, 2026, Hall Chadwick Acquisition Corp entered into a Business Combination Agreement with HCAC Star Merger Sub, Inc. and REEcycle Holdings, Inc.
• The filing reports that on Sep 30, 2026, the Company entered into binding subscription agreements (the Initial Subscription Agreements) with entities controlled or managed by Michael McMullen, Richard Albarran, and Drew Townsend in connection with a PIPE Investment.
• The filing reports that on Oct 2, 2026, the Company and REEcycle issued a press release announcing the filing of a Form S-4 for the business combination and the October investor presentation.

Key details

• The Initial Subscription Agreements provide for the purchase of an aggregate of 210,000 shares of Domesticated HCAC Common Stock at $10.00 per share for aggregate gross proceeds of $2,100,000, conditional only upon closing of the business combination.
• Cohen & Company Capital Markets is engaged as the placement agent for the PIPE Investment; the Company is obligated under the Business Combination Agreement to use reasonable best efforts to satisfy closing conditions of any subscription agreements.
• The Initial Subscription Agreements contain customary representations, warranties, conditions to closing, indemnification and termination provisions; the securities to be issued have not been registered and will be issued under Section 4(a)(2) and/or Rule 506 of Regulation D and related state law exemptions.
• The filing states the PIPE Investment, if consummated, will result in the issuance of additional shares of Domesticated HCAC Common Stock and will have a dilutive effect on non-redeeming shareholders; since its IPO on Nov 24, 2025, the Company has not entered other material financing transactions aside from the private placement units sold with the IPO and the ongoing PIPE.

Why it may matter

• Item 1.01 reports entry into a material definitive agreement (the Business Combination Agreement and related PIPE subscription agreements). Item 3.02 reports the unregistered sales of equity securities under the Initial Subscription Agreements. Item 7.01 reports Regulation FD disclosure (investor presentation and press release) and the filing of the Form S-4.
• This filing does not show why any insider traded or why the company acted.