{"url_path":"/sec/hcacr/8-k/2026-06-03/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 ****Entry","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/2079013/0001829126-26-006011-index.html","accession_number":"0001829126-26-006011","cik":"0002079013","ticker":"HCAC","issuer_name":"Hall Chadwick Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2079013/0001829126-26-006011-index.html","primary_entity_key":"0002079013","primary_entity_name":"Hall Chadwick Acquisition Corp"},"word_count":6965,"has_tables":true,"body_markdown":"**Item 1.01.****Entry\ninto a Material Definitive Agreement.**\n\n \n\nAs previously announced, on\nMay 31, 2026, Hall Chadwick Acquisition Corp, a Cayman Islands exempted company limited by shares, with registration number 421976 (“**HCAC**”),\nentered into a Business Combination Agreement (the “**Business Combination Agreement**”) with HCAC Star Merger\nSub, Inc., a Delaware corporation and a wholly owned subsidiary of HCAC (“**Merger Sub**”), and REEcycle Holdings,\nInc., a Delaware corporation (“**REEcycle**”), a rare earth elements recycling company focused on the\nrecovery of rare earths from end-of-life magnets using innovative hydrometallurgical technique to produce market-grade rare\nearth oxides and salts that can feed directly into magnet alloy manufacturing. Pursuant to the Business Combination Agreement and\nsubject to the terms and conditions therein, HCAC will transfer by way of continuation and domesticate as a Delaware corporation,\nfollowed by Merger Sub merging with and into REEcycle (the “**Merger**”), with REEcycle continuing\nas the surviving company. The transactions contemplated by the Business Combination Agreement are referred to as the “**Transactions**.”\nThe combined business will continue to operate through REEcycle. This Current Report on Form 8-K (this “**Current\nReport**”) provides a summary of the Business Combination Agreement and the other agreements entered into (and certain agreements\nto be entered into) in connection with the Transactions. The descriptions of these agreements do not purport to be complete and are qualified\nin their entirety by the terms and conditions of such agreements or the forms of these agreements, as applicable, copies of which are\nfiled as Exhibits 2.1, 10.1, and 10.2 to\nthis Current Report and are incorporated by reference into this Current Report.\n\n \n\nThe Business Combination Agreement\nand the Transactions were approved by the board of directors of HCAC and the board of directors of REEcycle.\n\n \n\n**Business Combination Agreement**\n\n \n\nThe description below of\nthe Business Combination Agreement and the Transactions does not purport to be complete and is qualified in its entirety by the terms\nand conditions of the Business Combination Agreement, a copy of which is attached as Exhibit 2.1 and is incorporated by reference. The\nBusiness Combination Agreement contains representations, warranties, and covenants that the parties to the Business Combination Agreement\nmade to each other as of the date of the Business Combination Agreement or other specific dates. The assertions embodied in those representations,\nwarranties, and covenants were made for purposes of the contract among the parties and are subject to important qualifications and limitations\nagreed to by the parties in connection with negotiating the Business Combination Agreement. The Business Combination Agreement has been\nattached to provide investors with information regarding its terms and is not intended to provide any other factual information about\nHCAC, REEcycle, or any other party to the Business Combination Agreement. In particular, the representations, warranties, covenants,\nand agreements contained in the Business Combination Agreement, which were made only for purposes of the Business Combination Agreement\nand as of specific dates, were solely for the benefit of the parties to the Business Combination Agreement, may be subject to limitations\nagreed upon by the contracting parties, and may be subject to standards of materiality applicable to the contracting parties that differ\nfrom those applicable to investors and reports and documents filed with the Securities and Exchange Commission (the “**SEC**”).\nInvestors should not rely on the representations, warranties, covenants, and agreements, or any descriptions, as characterizations of\nthe actual state of facts or condition of any party to the Business Combination Agreement. In addition, the representations, warranties,\ncovenants, and agreements and other terms of the Business Combination Agreement may be subject to subsequent waiver or modification.\nMoreover, information concerning the subject matter of the representations, warranties and other terms may change after the date of the\nBusiness Combination Agreement, which subsequent information may or may not be fully reflected in HCAC’s or REEcycle’s public\ndisclosures.\n\n \n\n1\n\n \n\n \n\n*Sponsor\nShare Conversion*\n\n \n\nImmediately\nbefore the Domestication, each then issued and outstanding Class B ordinary share of HCAC shall convert automatically, on a one-for-one\nbasis, into one (1) Class A ordinary share of HCAC (each a “**Class A Ordinary Share**”).\n\n \n\n*The\nDomestication*\n\n \n\nAt least one (1) day\nbefore the Closing Date (as defined below), subject to the satisfaction or waiver of the conditions of the Business Combination Agreement,\nHCAC will transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation\n(“**Domesticated HCAC**”) in accordance with Section 388 of the General Corporation Law of the State of Delaware,\nas amended, and Part 12 of the Companies Act (as revised) of the Cayman Islands (such continuation and domestication, the “**Domestication**”).\n\n \n\nBy virtue of the Domestication\nupon its effectiveness, (a) each then issued and outstanding Class A Ordinary Share (other than any Class A Ordinary Share\nincluded in the Cayman HCAC Units) shall convert automatically, on a one-for-one basis, into one (1) share of common stock\nof Domesticated HCAC (the “**Domesticated HCAC Common Stock**”); (b) each then issued and outstanding right to receive\none-tenth (1/10) of one (1) Class A Ordinary Share upon the occurrence of the initial business combination (a “**Cayman HCAC\nRight**”) shall convert automatically, on a one-for-one basis, into a right to acquire one-tenth (1/10) of one (1) share of\nDomesticated HCAC Common Stock (other than any Cayman HCAC Rights that are part of the Cayman HCAC Unit) (each a “**Domesticated\nHCAC Right**”), pursuant to the Rights Agreement (as defined in the Business Combination Agreement); and (d) to the extent\nnot separated before Domestication, each then issued and outstanding unit of HCAC (the “**Cayman HCAC Units**”)\nshall convert automatically, on a one-for-one basis, into a Domesticated HCAC Unit (as defined in the Business Combination Agreement).\n\n \n\n*The Merger and Consideration*\n\n \n\nHCAC\nExisting Securities\n\n \n\nFollowing the Domestication,\non the Closing Date and at the effective time of the Merger (the “**Effective Time**”), (i) each then issued and\noutstanding Domesticated HCAC Unit shall be cancelled (the “**Unit Split**”) and will thereafter entitle the holder\nthereof to one share of Domesticated HCAC Common Stock and one Domesticated HCAC Right; and (ii) each then issued and outstanding Domesticated\nHCAC Right (including such Domesticated HCAC Rights issued in connection with the Unit Split) shall convert automatically into one-tenth\n(1/10) of one (1) share of Domesticated HCAC Common Stock, pursuant to the Rights Agreement.\n\n \n\nREEcycle\nSecurities\n\n \n\nSubject to, and in accordance\nwith the terms and conditions of the Business Combination Agreement, at the Effective Time:\n\n \n\n(i) each\nshare of common stock of REEcycle (the “**REEcycle Common Stock**”) issued and outstanding immediately before\nthe Effective Time shall be cancelled and extinguished and be converted into the right to receive the Per Share Merger\nConsideration (as defined below), and after such conversion shall no longer be outstanding and shall cease to exist, and each holder\nof REEcycle Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive the\nconsideration;\n\n \n\n2\n\n \n\n \n\n(ii) each share\nof REEcycle Common Stock held immediately before the Effective Time by HCAC, Merger Sub, or REEcycle (in treasury stock or otherwise)\nshall be cancelled and extinguished, and no consideration shall be paid; and\n\n \n\n(iii) each\nREEcycle Option shall automatically (without any further action required of the holder of such REEcycle Option): (x) cease to represent\nan option to purchase or acquire shares of REEcycle Common Stock as of the Effective Time; and (y) be assumed and converted, on the same\nterms and conditions as were applicable under the REEcycle Incentive Plan or its terms (as applicable) and any applicable award agreement\nthereunder as of the Effective Time, into an option to acquire that number of Domesticated HCAC Common Stock (rounded down to the nearest\nwhole share) equal to the product of (A) the number of shares of REEcycle Common Stock subject to such REEcycle Option and (B) the Exchange\nRatio, at an exercise price per share of Domesticated HCAC Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained\nby dividing (1) the exercise price per share of REEcycle Common Stock of such REEcycle Option by (2) the Exchange Ratio (an “**HCAC\nOption**”). Holders of HCAC Options as of immediately following the Effective Time shall not be entitled to receive any Earnout\nShares upon the occurrence of the Milestone Event (as described below) in accordance with Section 2.05 of the Business Combination Agreement.\nThe exercise price applicable to the HCAC Options and the number of shares of Domesticated HCAC Common Stock subject to the HCAC Options\nshall, in each case, be determined in a manner consistent with the requirements of Section 409A of the Code, and, in the case of any REEcycle\nOptions that are intended to qualify as incentive stock options, within the meaning of Section 422 of the Code, consistent with the requirements\nof Section 424 of the Code.\n\n \n\nThe “**Per Share\nMerger Consideration**” in respect of each share of REEcycle Common Stock shall be a number of shares of Domesticated HCAC\nCommon Stock equal to the Exchange Ratio. The “**Exchange Ratio**” means the Aggregate Merger Consideration divided\nby REEcycle Fully Diluted Capital. The “**Aggregate Merger Consideration**” means the number of shares of Domesticated\nHCAC Common Stock equal to the quotient of: (a) the Purchase Price, divided by (y) $10.00, *minus* (b) the Earnout Shares (assuming\nfor these purposes that the Milestone Event has occurred). The “**Purchase Price**” means $400,000,000. The “**REEcycle\nFully Diluted Capital**” means the sum (without duplication) of the aggregate number of (i) shares of REEcycle Common Stock\nissued and outstanding immediately prior to the Effective Time, and (ii) all shares of REEcycle Common Stock issuable upon full exercise,\nexchange or conversion of all issued and outstanding REEcycle Options.\n\n \n\n*Milestone Event*\n\n \n\nFollowing the Closing, if\na single commercial facility operated by REEcycle or any of its subsidiaries achieves an annualized run rate of 50 metric tonnes per annum\nof mixed rare earth oxide, measured over the average of 22 consecutive working days (the “**Milestone Event**”),\nthen Domesticated HCAC will issue or cause to be issued additional shares of Domesticated HCAC Common Stock within 5 Business Days of\nthe occurrence of such Milestone Event, as additional consideration for the Merger and the Transaction as described below.\n\n \n\nEarnout\n\n \n\nIn connection with the occurrence\nof a Milestone Event, each holder of REEcycle Stock or vested REEcycle Options, in each case, as of immediately prior to the Effective\nTime shall be eligible to receive their pro rata share of 5,000,000 shares of Domesticated HCAC Common Stock (the “**Earnout\nShares**”) (as equitably adjusted for any stock split, reverse stock split, stock dividend, reorganization, recapitalization,\nreclassification, combination, exchange of shares or other like change or transaction occurring after the Closing).\n\n \n\n3\n\n \n\n \n\nDeferred\nShares\n\n \n\nIn addition to the issuance\nof Earnout Shares, upon the occurrence of the Milestone Event, the Additional Share Recipients (as defined below) shall be eligible to\nreceive a one-time issuance of an aggregate of 1,250,000 shares of Domesticated HCAC Common Stock (collectively, the “**Deferred\nShares**”), allocated as follows: (1) up to 875,000 Deferred Shares, representing 70% of the total Deferred Shares to such\nAdditional Share Recipients, and in such amounts, as HCAC identifies in writing before the Closing and documents in the applicable Additional\nShare Agreements; provided, that if HCAC does not identify the allocation of all Deferred HCAC Shares before the Closing, the unallocated\nDeferred HCAC Shares shall be allocated to the holders of Additional HCAC Shares so that (x) the number of Deferred HCAC Shares issuable\nto each holder of Additional HCAC Shares divided by the aggregate entitlement of Deferred HCAC Shares equals (y) such holder’s pro\nrata ownership of the allocated Additional HCAC Shares and (2) up to 375,000 Deferred Shares, representing 30% of the total Deferred Shares,\nto such Additional Share Recipients, and in such amounts, as the Post-Closing HCAC Board determines after the Closing and before the occurrence\nof a Milestone Event; provided, that if the Post-Closing HCAC does not determine the allocation of all Deferred REEcycle Shares before\nthe occurrence of such Milestone Event, the unallocated Deferred REEcycle Shares shall be allocated to the holders of Additional REEcycle\nShares so that (x) the number of Deferred REEcycle Shares issuable to each holder of Additional REEcycle Shares divided by the aggregate\nentitlement of Deferred REEcycle Shares equals (y) such holder’s pro rata ownership of REEcycle Additional Shares.\n\n \n\nCap and\nLimitations on Earnout and Deferred Shares\n\n \n\nThe Milestone Event shall\nonly occur once, if at all. If the Milestone Event does not occur before the seventh (7th) anniversary of the Closing Date, all Earnout\nShares and Deferred Shares shall be forfeited. The recipients of the Earnout Shares and Deferred Shares shall not be entitled to receive\nmore than an aggregate of 6,250,000 shares of Domesticated HCAC Common Stock. In lieu of any fractional Earnout Shares and Deferred Shares\nto which any recipient would otherwise be entitled, HCAC shall round down to the nearest whole Earnout Share or Deferred Share.\n\n \n\n*Advisor Shares*\n\n \n\nBefore the Closing: (a) HCAC\nshall have the right, but not the obligation, to issue or obligate itself to issue up to 6,125,000 HCAC Class A Ordinary Shares or, after\nthe Domestication, shares of Domesticated HCAC Common Stock, to such recipients and in such amounts as HCAC determines in its sole discretion,\nsubject to all applicable Laws (“**Additional HCAC Shares**”); and (b) HCAC shall reserve for issuance up to 2,625,000\nHCAC Class A Ordinary Shares or, after the Domestication, shares Domesticated HCAC Common Stock, that HCAC shall issue during the time\nperiod commencing on the Closing Date and ending on the date that is thirty (30) days after the expiration of the Lock-Up Period (as\ndefined below), to such recipients and in such amounts as the Post-Closing HCAC Board determines in its sole discretion, subject to all\napplicable Laws (“**Additional REEcycle Shares**”; and together with the Additional HCAC Shares, the “**Additional\nShares**”; and the recipients of the Additional Shares, the “**Additional Share Recipients**”). Unless\nmutually agreed in writing by HCAC and REEcycle, the agreements providing for the sale, issuance or grant of the Additional Shares, or\nthe obligation of HCAC to sell, issue or grant the Additional Shares (the “Additional\nShare Agreements”), shall: (i) impose restrictions on the direct or indirect, sale, exchange, transfer (by gift or otherwise),\nassignment, distribution, pledge, creation of a security interest, lien or trust with respect to, or other disposal of or encumbrance\nof the Additional Shares that are no less restrictive than the lock-up terms (it being understood that the time period for the applicability\nof such restrictions to the Additional REEcycle Shares shall be measured from the Closing and not from any later date on which Additional\nREEcycle Shares are issued); (ii) specify any portion of the Deferred Shares to which the applicable Additional Share Recipient is entitled,\nif any; and (iii) may impose such other conditions, restrictions or limitations, including vesting, as HCAC determines in connection\nwith the Additional HCAC Shares or the REEcycle directs in writing in connection with the Additional REEcycle Shares. It is agreed and\nunderstood that (A) in no event shall HCAC issue or obligate itself to issue, in aggregate more than 8,750,000 Additional Shares, and\n(B) any portion of the Additional REEcycle Shares that are not issued before the expiration of the time period specified in clause (b)\nof the first sentence of this Section 6.26 shall be added to the shares reserved for\nissuance pursuant to the Equity Plan.\n\n \n\n4\n\n \n\n \n\n*The\nRedemption*\n\n \n\nHCAC will provide an opportunity\nto the holders of its public shares to have their public shares redeemed on the terms and conditions set forth in this Agreement and the\nCayman HCAC Articles (the “**Redemption**”). Subject to receipt of the approval of the Business Combination Agreement\nby the HCAC shareholders, HCAC will carry out the Redemption at the Effective Time in accordance with the Cayman HCAC Articles (as defined\nin the Business Combination Agreement).\n\n \n\n*The Closing*\n\n \n\nThe closing of the Merger\n(the “**Closing**”) will occur as promptly as practicable, but in no event later than three (3) business days, after\nthe satisfaction or, if permissible, waiver of the conditions set forth in the Business Combination Agreement, or at such other date,\ntime, or place as HCAC and REEcycle may agree. The date of such Closing is referred to as the “**Closing Date**.”\n\n \n\n*Stock Exchange Listing*\n\n \n\nFrom and after the Closing,\nthe parties intend to list the Domesticated HCAC Common Stock on Nasdaq or the NYSE, as applicable (the “**Applicable Exchange**”).\n\n \n\n*The Post-Closing Board of Directors and Executive\nOfficers*\n\n \n\nThe board of directors of\nDomesticated HCAC following the Closing (the “**Post-Closing Board**”) will initially consist of the persons to\nbe determined by HCAC and REEcycle such that, as of the Closing, the Post-Closing Board shall comply with the Applicable Exchange rules.\n\n \n\n*Proxy Statement and Registration Statement*\n\n \n\nAs promptly as practicable\nafter the execution of the Business Combination Agreement and receipt by HCAC of any audited or unaudited financial statements of REEcycle\nthat are required by applicable law to be included in the Proxy Statement/Registration Statement (as defined below), (x) HCAC and REEcycle\nwill jointly prepare and HCAC will file with the SEC, mutually acceptable materials, including the proxy statement to be filed with the\nSEC as part of the registration statement and sent to HCAC’s shareholders in connection with the shareholder meeting to approve\nthe Business Combination Agreement (such proxy statement, together with any amendments or supplements, the “**Proxy Statement**”),\nand (y) HCAC will prepare (with REEcycle and its representatives’ reasonable cooperation) and file with the SEC a registration\nstatement on Form S-4 (the “**Registration Statement**”), in which the Proxy Statement will be included\nas a prospectus (the “**Proxy Statement/Registration Statement**”), to register the Domesticated HCAC Common Stock\nissued in connection with the Merger under the Securities Act of 1933, as amended (the “**Securities Act**”). The\nfiling fees payable to the SEC in connection with the Proxy Statement/Registration Statement will be paid entirely by REEcycle at its\nsole cost and expense.\n\n \n\nHCAC will convene and hold\nan extraordinary general meeting of HCAC shareholders (the “**HCAC Shareholders’ Meeting**”) as promptly\nas practicable after the date on which the Proxy Statement/Registration Statement becomes effective (but in any event no later than thirty\n(30) days after the date on which the Proxy Statement is mailed to shareholders of HCAC) for the purpose of voting solely upon (a) the\nadoption and approval of the Business Combination Agreement in accordance with applicable law and exchange rules and regulations, (b) approval\nof the Domestication, (c) adoption of the Post-Closing Charter (as defined in the Business Combination Agreement) and Domesticated\nHCAC bylaws upon Domestication, (d) approval of the issuance of shares of Domesticated HCAC Common Stock, (e) approval of the\nEquity Incentive Plan (as defined below), (f) appointment of the director nominees, (g) adoption and approval of any other proposals\nas the SEC (or staff member) may indicate are necessary in its comments related to the Registration Statement or correspondence and (h) adoption\nand approval of any other proposals as reasonably agreed by HCAC and REEcycle to be necessary or appropriate in connection with the Transactions\n(such proposals in (a) through (h), together, the “**Transaction Proposals**”). The board of directors of\nHCAC will recommend to the shareholders of HCAC that they approve the Transaction Proposals and will include such recommendation in the\nProxy Statement.\n\n \n\n5\n\n \n\n \n\n*Representations\nand Warranties*\n\n \n\nThe\nBusiness Combination Agreement contains customary representations and warranties of the parties to the Business Combination Agreement\nwith respect to, among other things, (a) organization and standing, (b) authorization and binding agreement, (c) capitalization,\n(d) subsidiaries, (e) no conflict; governmental consents and filings, (f) financial statements, (g) undisclosed liabilities,\n(h) absence of certain changes, (i) compliance with laws, (j) government contracts, (k) company permits, (l) litigation,\n(m) material contracts, (n) intellectual property, (o) taxes and returns, (p) real property, (q) personal property,\n(r) employee matters, (s) benefits plans, (t) environmental matters, (u) transactions with related persons, (v) insurance,\n(x) suppliers, and (y) certain business practices.\n\n \n\n*Covenants*\n\n \n\nThe\nBusiness Combination Agreement includes customary covenants of the parties with respect to the operation of their respective businesses\nprior to the consummation of the Transactions and efforts to satisfy the conditions to consummation of the Transactions.\n\n \n\n*Equity\nPlan*\n\n \n\nHCAC and REEcycle will use\ncommercially reasonable efforts to agree to a form of equity incentive plan that provides for grants of equity-based incentive awards\nto eligible service providers of REEcycle (the “**Equity Incentive Plan**”). If such Equity Incentive Plan is in\nagreed form prior to the effective date of the Registration Statement, HCAC will, before the Closing Date, adopt such Equity Incentive\nPlan and submit it for approval of the HCAC shareholders at the HCAC Shareholders’ Meeting. The Equity Incentive Plan will have\nan initial share reserve equal to approximately ten percent (10%) of Domesticated HCAC Common Stock (on a fully diluted basis), immediately\nfollowing the Effective Time. The Equity Incentive Plan will include an “evergreen” provision, pursuant to which, on the first\nday of each calendar year, commencing with the first calendar year following the year in which the Effective Time occurs, the number of\nshares reserved for issuance under the Equity Incentive Plan will automatically increase by five percent (5%) of the total number of shares\nof Domesticated HCAC Common Stock outstanding on such date (on a fully diluted basis), unless otherwise determined by the Post-Closing\nBoard.\n\n \n\n*Exclusivity Restrictions*\n\n \n\nUnder the terms of the Business\nCombination Agreement, from the date of the Business Combination Agreement to the Closing or, if earlier, the termination of the Business\nCombination Agreement in accordance with its terms, each Party has agreed, among other things, not to, without the prior written consent\nof REEcycle and HCAC, directly or indirectly, (i) solicit, assist, initiate, continue or facilitate the making, submission or announcement\nof, or intentionally encourage, any Acquisition Proposal (as defined in the Business Combination Agreement), (ii) furnish any non-public information\nregarding such Party or its affiliates or their respective businesses, operations, assets, liabilities, financial condition, prospects\nor employees to any person or group (other than a Party to the Business Combination Agreement or their respective representatives) in\nconnection with or in response to an Acquisition Proposal, (iii) engage or participate in discussions or negotiations with any person\nor group with respect to, or that is intended or could reasonably be expected to lead to, an Acquisition Proposal, (iv) approve,\nendorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal, or (v) negotiate or enter\ninto any letter of intent, agreement in principle, acquisition agreement or other similar agreement related to any Acquisition Proposal.\n\n \n\n6\n\n \n\n \n\n*PIPE\nInvestment*\n\n \n\nFrom time to time following\nthe execution and delivery of the Business Combination Agreement and prior to the Closing, HCAC may enter into subscription agreements\non forms mutually acceptable to REEcycle and HCAC (the “**PIPE Subscription Agreements**”) with investors (the\n“**PIPE Investors**”) under which, and on the terms and subject to the conditions of which, the PIPE Investors\nwill agree to make a private investment in Domesticated HCAC.\n\n \n\nHCAC will use its reasonable\nbest efforts to satisfy or cause to be satisfied the conditions of the closing obligations contained in any PIPE Subscription Agreements\nand consummate the contemplated transactions. Unless otherwise approved in writing by each of HCAC and REEcycle, neither HCAC nor REEcycle\nshall, following execution of any PIPE Subscription Agreement, amend, modify, supplement, waive or terminate, or agree or provide consent\nto amend, modify, supplement, waive or terminate (the approval from HCAC or REEcycle, not to be unreasonably withheld, conditioned or\ndelayed), any provision or remedy under, or any replacement of, such PIPE Subscription Agreement, other than, in each case, any assignment\nor transfer contemplated in such PIPE Subscription Agreement or expressly permitted by such PIPE Subscription Agreement (without any further\namendment, modification or waiver to such assignment or transfer provision).\n\n \n\n*Conditions to Closing*\n\n \n\nThe consummation of the Transactions\nis subject to the receipt of the requisite approval of the shareholders of HCAC and stockholders of REEcycle, and the fulfillment of certain\nother conditions, as described in greater detail below.\n\n \n\nMutual\nConditions to Closing\n\n \n\nUnder the Business Combination\nAgreement, the obligations of the Parties to consummate the Transaction are subject to the satisfaction or written waiver (where permissible)\nof certain conditions, including: (i) obtaining the HCAC Shareholder Approval (as defined in the Business Combination Agreement); (ii)\nobtaining REEcycle Shareholder Approval as defined in the Business Combination Agreement); (iii) no Governmental Authority as defined\nin the Business Combination Agreement) shall have enacted, issued, promulgated, enforced or entered any Law (whether temporary, preliminary\nor permanent) or order that is then in effect and which has the effect of making the Transactions or agreements contemplated by this Agreement\nillegal or which otherwise prevents or prohibits consummation of the Transactions; (iv) the Registration Statement shall have been declared\neffective under the Securities Act by the SEC and shall remain effective as of the Closing, and no stop order or similar order suspending\nthe effectiveness of the Registration Statement shall have been issued and be in effect with respect to the Registration Statement and\nno proceedings for that purpose shall have been initiated or threatened by the SEC and not withdrawn; and (v) the shares of Domesticated\nHCAC Common Stock to be issued in connection with the Transactions shall be conditionally approved for listing upon the Closing on Nasdaq\nsubject to any requirement to have a sufficient number of round lot holders of the Domesticated HCAC Common Stock.\n\n \n\nREEcycle’s Conditions\nto Closing\n\n \n\nThe obligations of REEcycle\nto consummate the Transactions are further subject to the satisfaction or written waiver (where permissible) of additional conditions,\nincluding: (i) the truth and accuracy of the representations and warranties of HCAC and Merger Sub, subject to the materiality standards\ncontained in the Business Combination Agreement; (ii) material compliance by HCAC and Merger Sub with their respective agreements\nand covenants under the Business Combination Agreement; (iii) no HCAC Material Adverse Effect (as defined in the Business Combination\nAgreement) having occurred; (iv) the Domestication having been completed and a time-stamped copy of the certificate issued by the\nSecretary of State of the State of Delaware having been delivered to REEcycle; (v) HCAC having made the arrangements to have the\nnet proceeds remaining in HCAC’s trust account (after giving effect to all Redemptions) available to Domesticated HCAC at the Closing;\n(vi) the Closing SPAC Aggregate Cash Amount (as defined in the Business Combination Agreement) will not be less than $40,000,000;\n(vii) receipt of a customary officer’s certificate of HCAC, certifying as to the satisfaction of the applicable closing conditions;\n(viii) receipt of a customary secretary’s certificate of HCAC, certifying as to and attaching (A) copies of Domesticated\nHCAC’s and Merger Sub’s governing documents as in effect as of the Closing Date (after giving effect to the Domestication)\nand (B) the resolutions of HCAC’s and Merger Sub’s board of directors authorizing and approving the Business Combination\nAgreement, each of the Ancillary Documents and the consummation of the Transactions; and (ix) HCAC has delivered, or caused to be\ndelivered, all Ancillary Documents to REEcycle.\n\n \n\n7\n\n \n\n \n\nHCAC\nand Merger Sub’s Conditions to Closing\n\n \n\nThe obligations of HCAC and\nMerger Sub to consummate the Merger are further subject to the satisfaction or written waiver (where available) of additional conditions,\nincluding: (i) the truth and accuracy of the representations and warranties of REEcycle, subject to the materiality standards contained\nin the Business Combination Agreement; (ii) material compliance by REEcycle with its agreements and covenants under the Business\nCombination Agreement; (iii) no Company Material Adverse Effect (as defined in the Business Combination Agreement) having occurred;\n(iv) no outstanding Liens (as defined in the Business Combination Agreement) which would materially impair the ability of the parties\nto consummate the Transactions; (v) a customary officer’s certificate of REEcycle, certifying as to the satisfaction of the applicable\nclosing conditions; (vi) receipt of a customary secretary’s certificate of REEcycle, certifying as to and attaching (A) copies\nof REEcycle’s governing documents as in effect as of the Closing Date and (B) the resolutions of REEcycle’s board of\ndirectors authorizing and approving the Business Combination Agreement, each of the Ancillary Documents (as defined in the Business Combination\nAgreement) and the consummation of the Transactions; (viii) REEcycle has delivered, or caused to be delivered, the Registration Rights\nAgreement.\n\n \n\n*Termination*\n\n \n\nThe Business Combination\nAgreement may be terminated by HCAC or REEcycle under certain circumstances, including, among others: (i) by mutual written consent\nof HCAC and REEcycle; (ii) by REEcycle if there has been a Modification in Recommendation (as defined in the Business Combination\nAgreement); (iii) by REEcycle if the HCAC Shareholder Approval (as defined in the Business Combination Agreement)shall not have been\nobtained by reason of the failure to obtain the required vote at the applicable HCAC Shareholders’ Meeting (as defined in the Business\nCombination Agreement) duly convened or at any adjournment or postponement; (iv) by written notice by HCAC or REEcycle if any of the\nconditions to the Closing set forth in Article VII of the Business Combination Agreement have not been satisfied or waived by December\n31, 2026 (the “**Outside Date**”); (v) by written notice by either HCAC or REEcycle if a governmental authority\nhas issued an order prohibiting the transactions contemplated by the Business Combination Agreement; (vi) by written notice to HCAC\nfrom REEcycle if there is any breach of any representation, warranty, covenant or agreement on the part of HCAC or Merger Sub set forth\nin the Business Combination Agreement, or if any representation or warranty shall have become untrue or inaccurate, in any case, such\nthat the conditions specified in the Business Combination Agreement with respect to the truth and accuracy of representations and warranties\nor material compliance of the performance of covenants would not be satisfied at the Closing, and such breach or inaccuracy is incapable\nof being cured or is not cured within the earlier of (A) 20 days after written notice of such breach or inaccuracy is provided to HCAC\nor (b) the Outside Date, subject to certain exceptions; (vii) by written notice to REEcycle from HCAC if there is any breach\nof any representation, warranty, covenant or agreement on the part of REEcycle set forth in the Business Combination Agreement, or if\nany representation or warranty shall have become untrue or inaccurate, in any case, such that the conditions specified in the Business\nCombination Agreement with respect to the truth and accuracy of representations and warranties or material compliance of the performance\nof covenants would not be satisfied at the Closing, and such breach or inaccuracy is incapable of being cured or is not cured within\nthe earlier of (A) 20 days after written notice of such breach or inaccuracy is provided to REEcycle or (b) the Outside Date, such\nthat the conditions specified would not be satisfied at the Closing, subject to certain exceptions; and (viii) by HCAC (A) if all the\nconditions set forth in Section 7.01 and Section 7.02 have been, and continue to be, satisfied or waived (other than those conditions\nthat by their nature are to be satisfied at the Closing, each of which shall be capable of being satisfied if the Closing Date were the\ndate of such termination), (B) REEcycle fails to consummate the Transactions on or prior to the day when the Closing is required to occur\npursuant to Section 3.01, (C) HCAC shall have irrevocably confirmed in writing to REEcycle that it is ready, willing and able to consummate\nthe Closing and (D) REEcycle fails to effect the Closing within five (5) business days following delivery of such confirmation; (ix) by\nHCAC if REEcycle (i) does not deliver the Audited Financial Statements (as defined in the Business Combination Agreement) by September\n30, 2026; provided, that HCAC shall not have the right to terminate this Agreement pursuant to this Section 8.01(h) if at such time HCAC\nis in material uncured breach of this Agreement; or (x) by REEcycle (A) if all the conditions set forth in Section 7.01 and Section 7.03\nhave been, and continue to be, satisfied or waived (other than those conditions that by their nature are to be satisfied at the Closing,\neach of which shall be capable of being satisfied if the Closing Date were the date of such termination), (B) HCAC fails to consummate\nthe Transactions on or prior to the day when the Closing is required to occur pursuant to Section 3.01, (C) REEcycle shall have irrevocably\nconfirmed in writing to HCAC that it is ready, willing and able to consummate the Closing and (D) HCAC fails to effect the Closing within\nfive (5) business days following delivery of such confirmation.\n\n \n\n8\n\n \n\n \n\n**Sponsor\nSupport Agreement**\n\n \n\nSimultaneously with the execution\nand delivery of the Business Combination Agreement, REEcycle, HCAC, and Hall Chadwick Capital LLC, a Cayman Islands limited liability\ncompany (the “**Sponsor**”), have executed the Sponsor Support Agreement, dated May 31, 2026 (the “**Sponsor\nSupport Agreement**”), under which the Sponsor has agreed to vote all of its shares of Domesticated HCAC Common Stock (the\n“**HCAC Sponsor Shares**”), among other things, in favor of (i) adopting and approving the Business Combination\nAgreement, the Merger, and the Transactions, and (ii) approving each of the proposals and any other matters necessary or reasonably\nrequested by HCAC for consummation of the Merger and the Transactions.\n\n \n\nThe Sponsor has further agreed\nto vote against (i) any action, agreement, transaction, or proposal that would result in a material breach of any covenant, representation,\nwarranty, or other obligation of HCAC under the Business Combination Agreement or that would reasonably be expected to prevent the Merger\nfrom being consummated, (ii) any business combination proposal other than with REEcycle, (iii) any other action that would reasonably\nbe expected to (A) impede, interfere with, delay, postpone or attempt to discourage, frustrate the purpose of, result in the termination\nor failure to consummate of, prevent or nullify any provision of, the Sponsor Support Agreement, the Business Combination Agreement or\nany other obligation or agreement in connection with the Business Combination Agreement or any of the Transactions or adversely affect\nthe Merger or any of the Transactions, or (B) result in a breach of any covenant, representation or warranty or other obligation\nor agreement of the Sponsor contained in the Sponsor Support Agreement, the Business Combination Agreement or any other obligation or\nagreement in connection with the Business Combination Agreement or the Transactions, and (iv) change in any manner the voting rights\nof any class of HCAC’s share capital. The Sponsor has provided REEcycle with an irrevocable proxy to vote the HCAC Sponsor Shares\nin a manner that is consistent with the above stated voting obligations of the Sponsor.\n\n \n\nThe\nSponsor Support Agreement restricts the Sponsor from transferring all its HCAC Sponsor Shares prior to the earliest of: (i) the\nClosing, (ii) termination of the Business Combination Agreement, or (iii) mutual agreement of parties.\n\n \n\nThe\nforegoing description of the Sponsor Support Agreement and the contemplated transactions is not complete and is subject to, and qualified\nin its entirety by reference to, the form of Sponsor Support Agreement, a copy of which is filed with this Current Report as Exhibit\n10.1, and the terms of which are incorporated into this Current Report by reference.\n\n \n\n**Transaction\nSupport Agreement**\n\n \n\nSimultaneously with the execution\nand delivery of the Business Combination Agreement, HCAC and certain stockholders of REEcycle, who collectively own more than 50% of\nREEcycle’s issued and outstanding REEcycle common stock, (collectively, the “**Supporting REEcycle Stockholders**”),\nhave executed the Transaction Support Agreement, dated May 31, 2026 (the “**Transaction Support Agreement**”),\nunder which the Supporting REEcycle Stockholders have agreed, among other things, to vote all of their shares of REEcycle common stock\nin favor of adopting and approving the Business Combination Agreement, the Merger, and the Transactions. The Supporting REEcycle Stockholders\nhave further agreed, subject to the Closing, to the termination of any of their rights under REEcycle’s Bylaws or any letter agreement\nproviding for redemption rights, put rights, purchase rights, or similar rights that are not generally available to all stockholders,\neffective immediately before the Closing, and agree that, the Supporting REEcycle Stockholders** **will not exercise such rights\nin any manner inconsistent with the Business Combination Agreement or otherwise reasonably likely to interfere with, delay, impede, frustrate,\nor prevent the consummation of the Merger.\n\n \n\n9\n\n \n\n \n\nThe Transaction Support Agreement\nrestricts the Supporting REEcycle Stockholders from directly or indirectly, (a) selling, assigning, transferring (including by operation\nof law), creating any lien or pledge, disposing of, or otherwise encumbering any of the shares or otherwise, or agreeing to do any of\nthe foregoing, except if under the Business Combination Agreement or to another stockholder bound by the terms of the Transaction Support\nAgreement; (b) depositing any shares into a voting trust or entering into a voting agreement or arrangement or granting any proxy\nor power of attorney with respect thereto that is inconsistent with the Transaction Support Agreement; and (c) entering into any\ncontract, option or other arrangement or undertaking with respect to the direct acquisition or sale, assignment, transfer or other disposition\nof any shares, except as set forth in the Business Combination Agreement or the Transaction Support Agreement.\n\n \n\nThe foregoing description\nof the Transaction Support Agreement and the contemplated transactions is not complete and is subject to, and qualified in its entirety\nby reference to, the form of Transaction Support Agreement, a copy of which is filed with this Current Report as Exhibit\n10.2, and the terms of which are incorporated into this Current Report by reference.\n\n \n\n**Registration Rights Agreement**\n\n \n\nIn connection with the Transactions,\nsimultaneously with the Closing, Domesticated HCAC and certain holders named therein will enter into at the Closing an amended and restated\nRegistration Rights Agreement (the “**Amended and Restated Registration Rights Agreement**”) that amends and restates\nthe Registration Rights Agreement, dated November 20, 2025, by and among HCAC, the Sponsor and certain other security holders named therein.\nUnder the terms of the Amended and Restated Registration Rights Agreement, Domesticated HCAC will be obligated to file one or more registration\nstatements to register the resale of shares of Domesticated HCAC Common Stock held by the Holders (as defined in the Registration Rights\nAgreement) after the Closing.\n\n \n\nPursuant\nto the terms of the Amended and Restated Registration Rights Agreement, Holders holding at least a majority in interest of the then-outstanding\nnumber of Registrable Securities (as defined in the Amended and Restated Registration Rights Agreement) are entitled to make a written\ndemand for registration under the Securities Act of all or part of their Registrable Securities, up to a total of three (3) such demand\nregistrations. In addition, subject to certain requirements and customary conditions, such Holders may request at any time or from time\nto time that Domesticated HCAC file a registration statement on Form S-3 (or any similar short-form registration statement\nthat may be available) to register the resale of their Registrable Securities. The Amended and Restated Registration Rights Agreement\nalso provides such Holders with “piggyback” registration rights, allowing Holders to include their Registrable Securities\nin other registration statements filed by Domesticated HCAC, subject to certain requirements and customary conditions.\n\n \n\nUnder\nthe Amended and Restated Registration Rights Agreement, Domesticated HCAC will indemnify the Holders of Registrable Securities, as well\nas their officers, directors, agents, and each person who controls such Holder (within the meaning of the Securities Act), against any\nlosses, claims, damages, liabilities, and out of pocket expenses (including reasonable attorneys’ fees) resulting from any untrue\nor alleged untrue statement of material fact contained in any registration statement or prospectus, any violation by Domesticated HCAC\nof applicable securities laws or regulations in connection with such registration or any omission or alleged omission of a material fact\nrequired to be stated or necessary to make the statements not misleading, except to the extent such losses arise from information furnished\nin writing to Domesticated HCAC by such Holder.\n\n \n\nThe\nforegoing description of the Amended and Restated Registration Rights Agreement and the contemplated transactions is not complete and\nis subject to, and qualified in its entirety by reference to, the form of Amended and Restated Registration Rights Agreement, a copy\nof which is filed with this Current Report as Exhibit D to Exhibit\n2.1, and the terms of which are incorporated into this Current Report by reference.\n\n \n\n**Lock-Up\nAgreement**\n\n \n\nIn connection with the Business\nCombination Agreement, certain shareholders of HCAC, including the Sponsor, shall enter into a lock-up agreement that shall remain in\nplace until the expiration of the Lock-Up (as defined below). Additionally, the post-Closing bylaws of Domesticated HCAC will contain\na lock-up provision for all shares issued in connection with the Business Combination Agreement that shall remain in place until the\nexpiration of the Lock-Up Period.\n\n \n\n10\n\n \n\n \n\nFor\nall shares subject to lock-up, The “**Lock-Up Period**” shall be the period commencing on the Closing Date and\nending on the earlier of (a) six (6) months following the Closing Date, and (b) subsequent to the Closing, the date on which HCAC\ncompletes a liquidation, merger, stock exchange or other similar transaction that results in all of HCAC’s stockholders having\nthe right to exchange their HCAC securities for cash, securities or other property. For the avoidance of doubt, the lock-up shall not\neffect any other rights of shareholders including the right to vote and to receive any dividends and distributions.\n\n \n\nThe\nforegoing description of the Lock-Up Agreement and the contemplated transactions is not complete and is subject to, and qualified in\nits entirety by reference to, the form of Lock-Up Agreement as Exhibit E to Exhibit 2.1, and the terms of which are incorporated into\nthis Current Report by reference. The foregoing description of the HCAC post-Closing bylaws is not complete and is subject to, and qualified\nin its entirety by reference to, the form of the HCAC post-Closing bylaws as Exhibit B to Exhibit 2.1, and the terms of which are incorporated\ninto this Current Report by reference."}