{"url_path":"/sec/hcacr/8-k/2026-06-01/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-01","source_url":"https://www.sec.gov/Archives/edgar/data/2079013/0001829126-26-005896-index.html","accession_number":"0001829126-26-005896","cik":"0002079013","ticker":"HCAC","issuer_name":"Hall Chadwick Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2079013/0001829126-26-005896-index.html","primary_entity_key":"0002079013","primary_entity_name":"Hall Chadwick Acquisition Corp"},"word_count":423,"has_tables":true,"body_markdown":"**Item 8.01.**\n**Other Events**\n\n \n\nOn June 1, 2026, Hall Chadwick Acquisition Corp, a Cayman Islands exempted company limited by shares, with registration number 421976 (the “**Company**”) issued a press release announcing that it entered into a definitive business combination agreement (the “**BCA**”) with REEcycle Holdings, Inc., a Delaware corporation (“**REEcycle**”), and HCAC Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“**Merger Sub**”). Pursuant to the BCA, Merger Sub will merge with and into REEcycle, with REEcycle surviving as a wholly owned subsidiary of the Company. REEcycle is a U.S.-based rare earth element recycling company.\n\n \n\nThe transaction values REEcycle at a total equity consideration of approximately US$400 million (including up to US$50 million in contingent consideration). The consideration to REEcycle equityholders will be paid entirely in shares of common stock of the combined company. Prior to closing, the Company will complete a domestication from a Cayman Islands exempted company to a Delaware corporation. The closing of the transaction is subject to, among other things, approval by the Company’s shareholders and the effectiveness of a registration statement on Form S-4 to be filed with the U.S. Securities and Exchange Commission.\n\n \n\nThe Company may issue or obligate itself to issue up to 6,125,000 shares to such recipients and in such amounts as the Company determines subject to applicable lockup periods and all applicable Laws (“**Additional Company Shares**”). The Company will reserve for issuance up to 2,625,000 shares, that the Company shall issue during the time period commencing on the date of closing of the BCA and ending on the date that is thirty (30) days after the expiration of the lock-up period, to such recipients and in such amounts as the post-closing Company board of directors determines subject to applicable lockup periods and all applicable laws (“**Additional REEcycle Shares**”; and together with the Additional Company Shares, the “**Additional Shares**”; and the recipients of the Additional Shares, the “**Additional Share Recipients**”). If the commercial production milestone is reached, the Additional Share Recipients shall be eligible for an aggregate one-time issuance of 1,250,000 shares (collectively, the “**Deferred Shares**”). The Deferred Shares will be allocated 70% to the persons and in the amounts, as the Company identifies in writing before the closing of the BCA with the remaining 30% allocated to the persons designated by the post-closing Company board between closing and before the occurrence of the milestone event that releases the contingent consideration.\n\n \n\nA copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference."}