Hall Chadwick Acquisition Corp. filed a Rule 425 communication on October 27, 2026, announcing the seven proposed board members for the combined company to be formed through its business combination with REEcycle Holdings, Inc.

Key Highlights

  • Seven-member proposed board: The nominees include former U.S. Deputy Director of National Intelligence Amaryllis Kennedy and former U.S. Assistant Secretary of Energy Charles D. McConnell, among others.
  • Business combination terms: Total equity consideration to REEcycle equityholders is US$400 million, comprising US$350 million in base consideration and up to US$50 million in contingent consideration.
  • Contingent payment trigger: The additional US$50 million is payable upon a commercial facility achieving an annualized production run rate of 50 tons per annum of mixed rare earth oxide.
  • Minimum cash condition: The transaction is subject to a US$40 million minimum cash condition, along with HCAC shareholder approval and SEC effectiveness of the Registration Statement.
  • Proposed ticker: Upon closing, the Combined Company's common stock is expected to trade on Nasdaq under the proposed ticker "REC," subject to Nasdaq approval.
  • Business combination agreement date: The agreement was dated May 31, 2026, and a Form S-4 registration statement was initially filed with the SEC on October 1, 2026.
  • Executive leadership: Justin Froneman is expected to serve as CEO, with Morné Engelbrecht as Interim CFO, Tawnya Erickson as COO, and Eric Carnell as General Counsel and Secretary.

Board Nominees and Business Combination Details for HCAC and REEcycle

Hall Chadwick Acquisition Corp. (NASDAQ:HCAC, HCACU, HCACR) and REEcycle Holdings, Inc. disclosed the proposed composition of the board of directors for the combined company, to be called REEcycle, Inc., according to the Rule 425 filing. The seven nominees span national security, energy policy, mining operations, and capital markets. Michael "Mick" McMullen, who has chaired REEcycle since August 2022, is nominated as Executive Chairman. Justin Froneman, CEO of REEcycle since April 2026, is nominated as CEO and director. The filing states that McMullen previously served as CEO of Detour Gold and CEO of Stillwater Mining Company, and currently serves as Executive Chair of Metals Acquisition Corp. II (NYSE: MTAL).

Among the independent director nominees, Amaryllis Kennedy served as Deputy Director of National Intelligence for Policy and Capabilities from July 2025 to July 2026, and Charles D. McConnell served as U.S. Assistant Secretary of Energy for Fossil Energy from 2011 to 2013. McConnell is noted in the filing as leading Carbon Management and Energy Sustainability at the University of Houston, described as "the institution where REEcycle's core technology was invented." The remaining independent nominees are Christine O'Brien, currently Vice Chair of Edelman Smithfield; Jon Christian "JC" Evensen, President of Eucalyptus Resources and a REEcycle director since May 2025; and Greg Woszczalski, a non-executive director of HCAC since November 2025 and Executive Chairman of Dynamoney.

The filing states the board is expected to comprise seven directors in three staggered classes, with five expected to qualify as independent under Nasdaq rules and as independent for audit committee purposes under SEC rules. The business combination agreement was dated May 31, 2026, according to the filing. The consideration was described as having been "determined through arm's-length negotiation and does not represent an appraisal of REEcycle." REEcycle is described as recovering rare earth elements from end-of-life permanent magnets using a patented hydrometallurgical process, and is headquartered in Duncan, Oklahoma.

What Was Disclosed

Hall Chadwick Acquisition Corp. filed a Rule 425 communication disclosing the seven proposed board nominees for the combined company to result from its business combination with REEcycle Holdings, Inc., along with key transaction terms including a US$400 million total equity consideration and a US$40 million minimum cash condition.