# Hall Chadwick Acquisition Corp (HCACU) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_d9b7697922190657517f · retrieved 2026-08-11T16:14:20.153Z

## Overview
REEcycle Holdings, Inc. is a rare earth elements recycling company focused on the recovery of rare earths from end-of-life magnets using innovative hydrometallurgical techniques to produce market-grade rare earth oxides and salts for magnet alloy manufacturing.

Hall Chadwick Acquisition Corp (HCAC), a Cayman Islands SPAC, entered into a Business Combination Agreement on May 31, 2026 with REEcycle Holdings, Inc., a rare earth elements recycling company. Under the agreement, HCAC will domesticate as a Delaware corporation, and its subsidiary Merger Sub will merge with REEcycle, with REEcycle as the surviving company. The aggregate merger consideration is $400,000,000 in Domesticated HCAC Common Stock, calculated as the Purchase Price of $400,000,000 divided by $10.00, minus earnout shares. Upon achievement of a Milestone Event (a single commercial facility achieving 50 metric tonnes per annum of mixed rare earth oxide production), REEcycle shareholders will receive up to 5,000,000 earnout shares and up to 1,250,000 deferred shares, with all earnout and deferred shares forfeited if the Milestone Event does not occur by the seventh anniversary of closing. The closing is expected within three business days after satisfaction of closing conditions, with an outside termination date of December 31, 2026.

## Terms
- Counterparty: REEcycle Holdings, Inc. · Deal value: $400.0M · Consideration: stock

## Key dates
- Announced 2026-06-01 · Expiry 2026-12-31

## Timeline
- 2026-06-01 · 425 (0001829126-26-005897): 425 - Hall Chadwick Acquisition Corp — *REEcycle Holdings, Inc. is a U.S.-based rare earth element recycling company that recovers rare earth elements from end-of-life permanent magnets using proprietary hydrometallurgical technology developed from University of Houston research.* Hall Chadwick Acquisition Corp (HCAC), a Nasdaq-listed SPAC, entered into a definitive business combination agreement (BCA) with REEcycle Holdings, Inc., a U.S.-based rare earth element recycling company, announced June 1, 2026. Under the transaction structure, HCAC's wholly owned subsidiary HCAC Star Merger Sub will merge with and into REEcycle, with REEcycle surviving as a wholly owned subsidiary of the combined company. The transaction values REEcycle at a total equity consideration of approximately $400 million, of which $50 million is contingent upon achieving an annualized run rate of 50 metric tonnes per annum of mixed rare earth oxide. Consideration to REEcycle equityholders will be paid entirely in shares of common stock of the combined company. REEcycle equityholders will also be entitled to receive an earnout of up to 5,000,000 additional shares upon achievement of the commercial production milestone. Prior to closing, HCAC will complete a domestication from a Cayman Islands exempted company to a Delaware corporation. The closing is subject to approval by HCAC's shareholders and effectiveness of a registration statement on Form S-4.
  https://www.sec.gov/Archives/edgar/data/2079013/0001829126-26-005897.txt
- 2026-06-03 · 425 (0001829126-26-006012): 425 - Hall Chadwick Acquisition Corp — *REEcycle Holdings, Inc. is a rare earth elements recycling company focused on the recovery of rare earths from end-of-life magnets using innovative hydrometallurgical techniques to produce market-grade rare earth oxides and salts for magnet alloy manufacturing.* Hall Chadwick Acquisition Corp (HCAC), a Cayman Islands SPAC, entered into a Business Combination Agreement on May 31, 2026 with REEcycle Holdings, Inc., a rare earth elements recycling company. Under the agreement, HCAC will domesticate as a Delaware corporation, and its subsidiary Merger Sub will merge with REEcycle, with REEcycle as the surviving company. The aggregate merger consideration is $400,000,000 in Domesticated HCAC Common Stock, calculated as the Purchase Price of $400,000,000 divided by $10.00, minus earnout shares. Upon achievement of a Milestone Event (a single commercial facility achieving 50 metric tonnes per annum of mixed rare earth oxide production), REEcycle shareholders will receive up to 5,000,000 earnout shares and up to 1,250,000 deferred shares, with all earnout and deferred shares forfeited if the Milestone Event does not occur by the seventh anniversary of closing. The closing is expected within three business days after satisfaction of closing conditions, with an outside termination date of December 31, 2026.
  https://www.sec.gov/Archives/edgar/data/2079013/0001829126-26-006012.txt

## Citations
- 0001829126-26-005897 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000182912626005897
- 0001829126-26-006012 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000182912626006012