Hall Chadwick Acquisition Corp（HCAC）資訊與事件HCACHall Chadwick Acquisition Corp

Hall Chadwick Enters Merger Agreement with REEcycle Valued at $400 Million

Hall Chadwick Acquisition Corp. has entered into a definitive business combination agreement with REEcycle Holdings, a U.S.-based rare earth element recycling company. Upon closing of the BCA, the combined company to be named REEcycle Inc., is expected to be listed on Nasdaq and would currently be the only publicly traded pure-play rare earth recycling platform in the United States. The Transaction values REEcycle at a total equity value of $400M, of which $50M is contingent upon achieving an annualised run rate of 50 metric tonnes per annum of mixed rare earth oxide. The combined company is expected to be well-capitalised at the Closing, with a minimum of $40M in unrestricted cash available to drive the development and commercialisation of REEcycle's rare earth recycling operations. Upon the Closing, REEcycle is expected to be listed on the Nasdaq Stock Market, providing access to U.S. capital markets and enhanced profile with institutional and strategic investors. The BCA and the Transaction have been unanimously approved by the boards of directors of both HCAC and REEcycle. HCAC currently holds approximately $207M in trust, providing a substantial capital base from which to fund the Closing and support the combined company's growth strategy. The Transaction is structured as a merger of HCAC's wholly owned subsidiary, HCAC Star Merger Sub, Inc., with and into REEcycle Holdings, Inc. Prior to the Closing, HCAC will complete a domestication from a Cayman Islands exempted company to a Delaware corporation in accordance with applicable law. Aggregate consideration to REEcycle equityholders will be paid entirely in shares of the combined company's common stock, providing REEcycle shareholders with full upside participation in the public 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, further aligning stakeholder incentives with long-term value creation. In addition, HCAC may enter into on or more agreements to issue up to an aggregate of 6,125,000 shares to such recipients and in such amounts as HCAC determines, subject to applicable lockup periods. HCAC will also reserve up to 2,625,000 shares for issuance between the date of Closing and thirty days after the expiration of the lock-up period, to such recipients as the combined company's board of directors determines subject to applicable lockup periods. 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. The Deferred Shares will be allocated 70% to the persons and in the amounts, as HCAC identifies in writing before the Closing with the remaining 30% allocated to the persons designated by the combined company's board between Closing and before the occurrence of a Milestone Event. Shares held by HCAC's sponsor entity and REECycle legacy shareholders will be subject to lock-up for six months post-listing, subject to certain early release conditions - a meaningful alignment of insider interests with those of incoming public shareholders. Subject to shareholder approval at HCAC's shareholders' meeting, the combined company intends to adopt a market-standard equity incentive plan to attract, retain, and align the interests of management and employees as the business scales toward commercial production. The Transaction is expected to close following receipt of HCAC shareholder approval, effectiveness of the registration statement on Form S-4, to be filed with the U.S. Securities and Exchange Commission, which will include preliminary and definitive proxy statements to be distributed to HCAC's shareholders in connection with HCAC's solicitation of proxies for the shareholder vote in connection with the Transaction, the prospectus relating to the offer of securities to be issued in connection with the Transaction, and other matters to be described in the Registration Statement, and satisfaction of other customary closing conditions.

Hall Chadwick Acquisition Corp. Trading Halted, News Pending

Hall Chadwick Acquisition Corp. trading halted, news pending