Hall Chadwick Acquisition Corp enters $400M merger with REEcycle, a rare earth recycler

Hall Chadwick Acquisition Corp

Purchase price $400M; REEcycle stockholders to receive shares of Domesticated HCAC Common Stock at Exchange Ratio based on $10.00 per share.
Milestone earnout: up to 5M additional shares if REEcycle achieves 50 metric tonnes/year mixed rare earth oxide production; plus 1.25M deferred shares.
Up to 8.75M Additional Shares (advisor shares) to be issued pre- and post-Closing.
HCAC to domesticate as Delaware corporation; Merger Sub merges into REEcycle; combined company to list on Nasdaq/NYSE.
Transaction subject to approval by HCAC and REEcycle shareholders; proxy statement/registration statement on Form S-4 to be filed.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Hall Chadwick Acquisition Corp entered into Business Combination Agreement with REEcycle Holdings, Inc. valued at Entry into a Business Combination Agreement for HCAC to domesticate as a Delaware corporation and me (effective 2026-05-31).

Action: entry
Agreement: merger
Counterparty: REEcycle Holdings, Inc.
Value: Entry into a Business Combination Agreement for HCAC to domesticate as a Delaware corporation and me
Effective: 2026-05-31

Exact text from the filing

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.

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Source: SEC EDGAR

accession 0001829126-26-006011

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