{"url_path":"/sec/hcacr/8-k/2026-06-03/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 ****Regulation","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":1616,"has_tables":true,"body_markdown":"**Item\n7.01.****Regulation\nFD Disclosure.**\n\n \n\nAttached hereto as Exhibit\n99.1 and incorporated into this Current Report by reference is a copy of the form of investor presentation HCAC and REEcycle have\nprepared for use in connection with the Transactions.\n\n \n\nThe information in this Item\n7.01 (including Exhibit 99.1) is being furnished under Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the\nSecurities Exchange Act of 1934, as amended (the “**Exchange Act**”), or otherwise subject to the liabilities of\nthat section, nor will it be deemed incorporated by reference in any filing of HCAC under the Securities Act, or the Exchange Act, regardless\nof any general incorporation language in such filings.\n\n \n\n**Additional Information and Where to Find It.**\n\n \n\nHCAC and REEcycle intend\nto file the Registration Statement with the SEC, which will include preliminary and definitive proxy statements to be distributed to\nHCAC’s shareholders in connection with HCAC’s solicitation of proxies for the shareholder vote in connection with the Transactions,\nthe prospectus relating to the offer of securities to be issued in connection with the Merger, and other matters to be described in the\nRegistration Statement. After the Registration Statement has been filed and declared effective by the SEC, HCAC will mail a definitive\nproxy statement/prospectus/ consent, solicitation statement and other relevant documents to its shareholders as of the record date established\nfor voting on the proposed business combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, HCAC’S SHAREHOLDERS AND OTHER\nINTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE PRELIMINARY PROXY STATEMENT/REGISTRATION STATEMENT, AND AMENDMENTS THERETO,\nAND THE DEFINITIVE PROXY STATEMENT/REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN\nCONNECTION WITH HCAC’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE\nTHE BUSINESS COMBINATION AGREEMENT, MERGER AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/REGISTRATION STATEMENT BECAUSE THESE\nDOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HCAC, REECYCLE, AND THE PROPOSED TRANSACTIONS. Shareholders and other interested parties\nmay obtain a copy of these documents, without charge, at the SEC’s website located at www.sec.gov or by directing a written request\nto HCAC, Attn: Corporate Secretary, 1 North Bridge Road #18-06 High Street Centre Singapore, 179094.\n\n \n\nNEITHER\nTHE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS, PASSED UPON THE MERITS OR FAIRNESS OF\nTHE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION\nTO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.\n\n \n\n11\n\n \n\n \n\n**Participants\nin the Solicitation.**\n\n \n\nREEcycle, HCAC, and their\nrespective directors, executive officers, management and employees, under SEC rules, may be deemed to be participants in a solicitation\nof proxies of HCAC’s shareholders in connection with the Business Combination Agreement and the Transactions. Investors and shareholders\nmay obtain more detailed information regarding the names, affiliations, and interests of HCAC’s directors and executive officers\nin its filings with the SEC, including HCAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025,\nfiled with the SEC on April 15, 2026. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation\nof proxies of HCAC’s shareholders in connection with the Business Combination Agreement and the Transactions will be set forth in\nthe Proxy Statement/Registration Statement, along with information concerning the interests of REEcycle’s and HCAC’s participants\nin the solicitation. Such interests may in some cases be different from those of REEcycle’s or HCAC’s equity holders generally.\nInvestors and security holders may obtain free copies of these documents as described above.\n\n \n\n**Forward-Looking Statements.**\n\n \n\nThis Current Report includes\n“forward-looking statements” within the meaning of the federal securities laws, including the “safe harbor” provisions\nof the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally relate to future events,\nincluding, without limitation, statements regarding the anticipated timing and benefits of the Merger, the entry into agreements related\nto the Transaction, and HCAC’s or REEcycle’s future financial or operating performance. In some cases, you can identify forward-looking\nstatements by terminology such as “may,” “should,” “expect,” “intend,” “will,”\n“estimate,” “anticipate,” “believe,” “predict,” “potential,” or “continue,”\nor the negatives of these terms or variations of them or similar terminology. In addition, these forward-looking statements include,\nwithout limitation, statements regarding HCAC’s and REEcycle’s expectations with respect to future performance and anticipated\nfinancial impacts of the Merger, the satisfaction of the closing conditions to the Merger and other Transactions, and the timing of the\ncompletion of the Merger and other Transactions. Such forward-looking statements are subject to risks, uncertainties (some of which are\nbeyond the control of REEcycle and/or HCAC), and other factors which could cause actual results to differ materially from those expressed\nor implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while\nconsidered reasonable by HCAC and its management, and REEcycle and its management, as the case may be, are inherently uncertain. Factors\nthat may cause actual results to differ materially from current expectations include, without limitation: (1) the occurrence of any event,\nchange or other circumstances that could give rise to the termination of the Business Combination Agreement or other definitive agreements;\n(2) the outcome of any legal proceedings that may be instituted against REEcycle, HCAC or others following the announcement of the Business\nCombination Agreement and any definitive agreements; (3) the inability to complete the Transactions due to the failure to obtain consents\nand approvals of the shareholders of HCAC or the SEC’s declaration of the effectiveness of the Registration Statement (which will\nincluding the Proxy Statement/Registration Statement) to be filed by HCAC and REEcycle; (4) failure to obtain financing to complete the\nTransactions or to satisfy other conditions to closing; delays or failures to obtain necessary regulatory approvals required to complete\nthe Transactions; (5) changes to the proposed structure of the Transactions as a result of applicable laws, regulations or conditions;\n(6) the ability of HCAC to meet applicable listing standards following the consummation of the Merger; (7) the risk that the Merger disrupts\ncurrent plans and operations of REEcycle as a result of the announcement and consummation of the Merger; (8) projections, estimates and\nforecasts of revenue and other financial and performance metrics; (9) projections about industry trends and market opportunity; expectations\nrelating to the demand for REEcycle’s services; (9) REEcycle’s ability to scale and grow its business; (10) the cash position\nof REEcycle following the Closing; (11) the risk that the Transactions disrupt current plans and operations of REEcycle as a result of\nthe announcement and consummation of the Transactions; (12) the ability to recognize the anticipated benefits of the Merger, which may\nbe affected by, among other things, competition, the ability of REEcycle to successfully commercialize its business, and REEcycle’s\nability to source and maintain key relationships with management and key employees; (13) the ability of the combined company to grow\nand manage growth profitably, continue developing its properties, maintain relationships with customers and suppliers, and retain its\nmanagement and key employees; (14) costs related to the Transactions;\n\n \n\n12\n\n \n\n \n\n(15) the possibility that REEcycle and/or its\nrelated entities may be adversely affected by other economic, business, and/or competitive factors; (16) risks relating to REEcycle’s\nanticipated operations and business; (17) the risk that REEcycle does not ever enter into any definitive agreements in connection with\ncommercialization of its technology; (18) the risk that REEcycle is pursuing an emerging market; (19) the amount of redemption requests\nmade by the HCAC public shareholders; and (20) other risks and uncertainties set forth under “Risk Factors” and other documents\nfiled, or to be filed, with the SEC by HCAC and/or REEcycle, including the Registration Statement that REEcycle and HCAC intend to file\nin connection with the business combination, and HCAC’s other filings with the SEC, as well as any further risks and uncertainties\nto be contained in the Proxy Statement/Prospectus filed after the date of this Current Report. In addition, there may be additional risks\nthat neither HCAC or REEcycle presently know, or that HCAC or REEcycle currently believe are immaterial, that could also cause actual\nresults to differ from those contained in the forward-looking statements. Nothing in this Current Report should be regarded as a representation\nby any person that the forward-looking statements will be achieved or that any of the contemplated results of such forward-looking statements\nwill be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except\nas may be required by law, neither HCAC nor REEcycle undertakes any duty to update these forward-looking statements. The inclusion of\nany statement in this communication does not constitute an admission by HCAC, REEcycle, or any other person that the events or circumstances\ndescribed in such statement are material.\n\n \n\n**No Offer or Solicitation.**\n\n \n\nThis Current Report does\nnot constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor\nshall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful before registration\nor qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed\nas, a prospectus, an advertisement or a public offering of the securities in the United States or any other jurisdiction. No offer of\nsecurities shall be made except by means of a prospectus filed with the SEC meeting the requirements of Section 10 of the Securities\nAct, or exemptions therefrom. Investors should consult with their counsel as to the applicable requirements for a HCAC to avail itself\nof any exemption under the Securities Act."}