Offerings
|
Nov. 01, 2026
USD ($)
shares
$ / shares
|
| Offering: 1 |
|
| Offering: |
|
| Fee Previously Paid |
false
|
| Rule 457(a) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Common
stock, par value $0.0001 per share
|
| Amount Registered | shares |
6,125,000
|
| Proposed Maximum Offering Price per Unit | $ / shares |
10.00
|
| Maximum Aggregate Offering Price |
$ 61,250,000.00
|
| Fee Rate |
0.0087%
|
| Amount of Registration Fee |
$ 5,328.75
|
| Offering Note |
| (1) | Consists
of 78,241,193 shares of common stock, par value $0.0001 per share (“Domesticated HCAC
Common Stock”), of Hall Chadwick Acquisition Corp. (“HCAC”) (after its
domestication as a corporation incorporated in the State of Delaware, and which will be renamed
“REEcycle, Inc.”) to be issued or issuable in connection with the Business Combination,
including (i) up to 20,700,000 shares upon conversion of HCAC Class A Ordinary Shares in
the Domestication, (ii) 2,070,000 shares upon conversion of Public Rights at the Effective
Time, (iii) 7,883,293 shares upon conversion of Founder Shares (HCAC Class B Ordinary Shares),
(iv) 614,000 shares upon conversion of Private Placement Shares, (v) 61,400 shares upon conversion
of Private Placement Rights at the Effective Time, (vi) up to 40,000,000 shares (including
5,000,000 Earnout Shares) as consideration in the Merger to REEcycle stockholders, (vii)
787,500 shares to be issued in exchange for financial advisory services to REEcycle, and
(viii) up to 6,125,000 shares issuable to such recipients and in such amounts as the HCAC
Board determines in its sole discretion pursuant to the terms of the Business Combination
Agreement. |
| (2) | Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
there are also being registered an indeterminable number of additional securities as may
be issued to prevent dilution resulting from share splits, share dividends or similar transactions. |
| (3) | Estimated
solely for the purpose of calculating the registration fee. The proposed maximum aggregate
offering price is calculated by multiplying the number of shares registered by the proposed
maximum offering price per share, and the registration fee is calculated by multiplying the
proposed maximum aggregate offering price by the fee rate of $87.00 per $1,000,000 in effect
for fiscal year 2027. |
| (4) | Represents
the additional 6,125,000 shares of Domesticated HCAC Common Stock described in clause (viii)
of note (1), registered for the first time in this Amendment No. 1 to the Registration Statement. |
| (5) | Represents
72,116,193 shares of Domesticated HCAC Common Stock described in clauses (i) through (vii)
of note (1), previously registered on the Registration Statement on Form S-4 (File No. 333-299219)
filed on October 1, 2026, in connection with which the Registrant previously paid a registration
fee of $62,741.08. |
|
| Offering: 2 |
|
| Offering: |
|
| Fee Previously Paid |
true
|
| Rule 457(a) |
true
|
| Security Type |
Equity
|
| Security Class Title |
Common
stock, par value $0.0001 per share
|
| Amount Registered | shares |
72,116,193
|
| Proposed Maximum Offering Price per Unit | $ / shares |
10.00
|
| Maximum Aggregate Offering Price |
$ 721,161,930.00
|
| Amount of Registration Fee |
$ 62,741.09
|
| Offering Note |
| (1) | Consists
of 78,241,193 shares of common stock, par value $0.0001 per share (“Domesticated HCAC
Common Stock”), of Hall Chadwick Acquisition Corp. (“HCAC”) (after its
domestication as a corporation incorporated in the State of Delaware, and which will be renamed
“REEcycle, Inc.”) to be issued or issuable in connection with the Business Combination,
including (i) up to 20,700,000 shares upon conversion of HCAC Class A Ordinary Shares in
the Domestication, (ii) 2,070,000 shares upon conversion of Public Rights at the Effective
Time, (iii) 7,883,293 shares upon conversion of Founder Shares (HCAC Class B Ordinary Shares),
(iv) 614,000 shares upon conversion of Private Placement Shares, (v) 61,400 shares upon conversion
of Private Placement Rights at the Effective Time, (vi) up to 40,000,000 shares (including
5,000,000 Earnout Shares) as consideration in the Merger to REEcycle stockholders, (vii)
787,500 shares to be issued in exchange for financial advisory services to REEcycle, and
(viii) up to 6,125,000 shares issuable to such recipients and in such amounts as the HCAC
Board determines in its sole discretion pursuant to the terms of the Business Combination
Agreement. |
| (2) | Pursuant
to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”),
there are also being registered an indeterminable number of additional securities as may
be issued to prevent dilution resulting from share splits, share dividends or similar transactions. |
| (3) | Estimated
solely for the purpose of calculating the registration fee. The proposed maximum aggregate
offering price is calculated by multiplying the number of shares registered by the proposed
maximum offering price per share, and the registration fee is calculated by multiplying the
proposed maximum aggregate offering price by the fee rate of $87.00 per $1,000,000 in effect
for fiscal year 2027. |
| (4) | Represents
the additional 6,125,000 shares of Domesticated HCAC Common Stock described in clause (viii)
of note (1), registered for the first time in this Amendment No. 1 to the Registration Statement. |
| (5) | Represents
72,116,193 shares of Domesticated HCAC Common Stock described in clauses (i) through (vii)
of note (1), previously registered on the Registration Statement on Form S-4 (File No. 333-299219)
filed on October 1, 2026, in connection with which the Registrant previously paid a registration
fee of $62,741.08. |
|