Hall Chadwick files 8-K for REEcycle rare earth business combination

Hall Chadwick Acquisition Corp. (NASDAQ: HCAC) filed an 8-K report to announce the entry into a material definitive agreement with REEcycle Holdings, Inc. The transaction, described in an accompanying investor presentation, involves a business combination aimed at building America's domestic rare earth supply chain. Hall Chadwick filed a registration statement on Form S-4 with the U.S. Securities and Exchange Commission on October 1, 2026, which includes a preliminary proxy statement and prospectus. The presentation notes that certain financial information regarding REEcycle is preliminary and subject to completion of audit and SEC review.

The proposed deal includes a related private placement where REEcycle securities will be placed only to accredited investors pursuant to an exemption from registration. The presentation states that neither REEcycle nor Hall Chadwick undertakes any obligation to update forward-looking statements except as required by law. These statements cover topics such as plant commissioning, commercial timelines, production capacity, and market pricing, all of which are based on current expectations and assumptions that are inherently uncertain.

Michael "Mick" McMullen serves as Executive Chairman and a substantial shareholder of REEcycle. He has held the position of director and Executive Chair since October 2025 and served as non-executive board chair since August 2022. McMullen also serves as director and Executive Chair of Metals Acquisition Corp. II (NYSE: MTAL). His previous roles include Chief Executive Officer of MAC Copper Limited from July 2021 to October 2025 and CEO and President of Detour Gold Corporation from May 2019 to January 2020.

The investor presentation outlines risk factors that may cause actual results to differ materially from projections. These include the company's early stage and limited operating history, the ability to commission the Duncan, Oklahoma demonstration facility, and the availability of end-of-life magnet feedstock. The presentation highlights the reliance on patents licensed from the University of Houston and notes the absence of definitive offtake agreements. Projections and estimates within the document are illustrative and have not been independently verified by any independent accountant.

Hall Chadwick, REEcycle, and their respective directors and executive officers may be deemed participants in the solicitation of proxies from Hall Chadwick shareholders. The definitive proxy statement will be mailed to shareholders when available. Investors are urged to read the registration statement and other documents filed with the SEC for important information about the transaction. The presentation draws certain operating information from REEcycle's reporting under its Defense Production Act Title III agreement, with counterparties described generically due to non-disclosure agreements.