Hall Chadwick Acquisition Corp 10-K/A, filed Sep 30, 2026

Hall Chadwick Acquisition Corp (HCAC)

10-K/A 2026-09-30 For: 2025-12-31

Added on October 01, 2026

About this 10-K/A

Hall Chadwick Acquisition Corp filed this 10-K/A on September 30, 2026, covering the fiscal year ended December 31, 2025.

Hall Chadwick Acquisition Corp. reported $652,922 net income for 2025 after an Initial Public Offering that generated $207,000,000, with $207,000,000 placed in its Trust Account. Substantial doubt exists about its ability to continue as a going concern. AI summary

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →

Cayman Islands		N/A00-0000000
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1 North Bridge Road #18-06 High Street Centre Singapore		179094
(Address of principal executive offices)		(Zip Code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one share right	HCACU	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	HCAC	The Nasdaq Stock Market LLC
Share Rights, each right entitling the holder to receive one tenth (1/10) of a Class A ordinary share	HACAR	The Nasdaq Stock Market LLC

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

PART I

Item 1.	Business	1
Item 1A.	Risk Factors	28
Item 1B.	Unresolved Staff Comments	71
Item 1C.	Cybersecurity	71
Item 2.	Properties	71
Item 3.	Legal Proceedings	71
Item 4.	Mine Safety Disclosure	71

PART II

Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	72
Item 6.	[RESERVED]	73
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	73
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	77
Item 8.	Financial Statements and Supplementary Data	77
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	77
Item 9A.	Controls and Procedures	77
Item 9B.	Other Information	77
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	77

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	78
Item 11.	Executive Compensation	84
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	85
Item 13.	Certain Relationships and Related Transactions, and Director Independence	87
Item 14.	Principal Accountant Fees and Services	93

PART IV

Item 15.	Exhibits and Financial Statement Schedules	94
Item 16.	Form 10-K Summary	95

	●	“amended and restated memorandum and articles of association” are to our Second Amended and Restated Memorandum and Articles of association;

	●	our “sponsor” refer collectively to Hall Chadwick Capital LLC, a Caymans Islands exempted company. The manager of the Sponsor is Alex Bono;

	●	“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands;

	●	“completion window” are to (i) the period ending on November 24, 2027, or such earlier liquidation date as our board of directors may approve, in which we must complete an initial business combination or (ii) such other time period in which we must complete an initial business combination pursuant to an amendment to our amended and restated memorandum and articles of association. Our shareholders can also vote at any time to amend our amended and restated memorandum and articles of association to modify the amount of time we will have to complete an initial business combination, in which case our public shareholders will be offered an opportunity to redeem their public shares;

	●	“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

	●	our “public shares” are to our Class A ordinary shares sold as part of the units in our initial public offering (whether they were purchased in the initial public offering or thereafter in the open market);

	●	“trust account” are to the trust account into which $207,000,000 of the net proceeds of the initial public offering and private placement were initially deposited for the benefit of the public shareholders; and

	●	“rights” are to our redeemable rights, which include the public rights as well as the placement rights.

Event		Date
IPO Closing		November 24, 2025
Initial Completion Deadline		November 24, 2027
Potential Extensions		Subject to shareholder approval
Mandatory Liquidation		Following expiration of Completion Window

Entity/Individual	Amount of Compensation to be Received or Securities Issued or to be Issued	Consideration Paid or to be Paid
Hall Chadwick Capital LLC	7,883,293 Class B Ordinary Shares⁽¹⁾	$25,000, which also covers any additional shares issued to the sponsor under anti-dilution provisions discussed below
	614,000 Private Placement Units⁽²⁾	$6,140,000
	Commencing on the date on which our securities are first listed on Nasdaq, $20,000 per month	Office space, utilities and secretarial and administrative support
	Up to $300,000	Repayment of loans made to us to cover offering related and organizational expenses
	Up to $2,500,000 in working capital loans, which loans may be convertible into units of the post-business combination entity at a price of $10.00 per unit	Working capital loans to finance transaction costs in connection with an initial business combination
	Reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination	Services in connection with identifying, investigating and completing an initial business combination
Hall Chadwick Capital LLC and any holders of Class B Ordinary Shares	Anti-dilution protection upon conversion into Class A ordinary shares at a greater than one-to-one ratio	Issuance of the Class A ordinary shares issuable in connection with the conversion of the founder shares on a greater than one-to-one basis upon conversion
Hall Chadwick Capital LLC, our officers, directors or advisor, or our or their affiliates	Consulting, success or finder fees in connection with the consummation of our initial business combination⁽³⁾	Any services in order to effectuate the completion of our initial business, which, if made prior to the completion of our initial business combination, will be paid from funds held outside the trust account
Hall Chadwick Capital LLC, our officers, directors or advisor, or our or their affiliates	Salary or fee in an amount that constitutes a market standard for comparable transactions in connection with our initial business combination⁽³⁾	Services in connection with identifying, investigating and completing an initial business combination

	(1)	Of the Class B Ordinary Shares, the non-managing sponsor investors purchased, indirectly through the purchase of non-managing membership interests, an aggregate of approximately 7.883 million Class B Ordinary Shares, at a purchase price of $0.003 per share.
	(2)	The non-managing sponsor investors purchased, indirectly through the purchase of non-managing membership interests, an aggregate of 305,000 placement units ($3,050,000 in the aggregate) at a price of $10.00 per unit in a private placement that closed simultaneously with the closing of the initial public offering.

Subject Securities	Expiration Date	Natural Persons and Entities Subject to Restrictions	Exceptions to Transfer Restrictions
Private Placement Units	30 days after the completion of our initial business combination	Hall Chadwick Capital LLC Alex Bono Peter Beckhouse Aaron Dominish Gregory Woszczalski Chris Dirckze Matthew Hudson	Same as above

Any units, Share Rights ordinary shares or any other securities convertible into, or exercisable, or exchangeable for, ordinary shares	180 days after the date of this prospectus	Hall Chadwick Capital LLC Underwriter Alex Bono Peter Beckhouse Aaron Dominish Gregory Woszczalski Chris Dirckze Matthew Hudson	No transfer without the prior written consent of the representatives; provided, however, that we may (1) issue and sell the private placement units; (2) issue and sell the additional units to cover our underwriters’ over-allotment option (if any); (3) register with the SEC pursuant to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, the resale of the private placement units and their underlying securities and the Class A ordinary shares issuable upon conversion of the Share Rights and the founder shares; and (4) issue securities in connection with our initial business combination. However, the foregoing shall not apply to the forfeiture of any founder shares pursuant to their terms or any transfer of founder shares to any current or future independent director of the company (as long as such current or future independent director transferee is subject to the letter agreement, filed herewith, or executes an agreement substantially identical to the letter agreement, as applicable to directors and officers at the time of such transfer; and as long as, to the extent any Section 16 reporting obligation is triggered as a result of such transfer, any related Section 16 filing includes a practical explanation as to the nature of the transfer). The representatives in their sole discretion may release any of the securities subject to these lock-up agreements at any time without notice.

	●	subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and

	●	cause us to depend on the marketing and sale of a single product or limited number of products or services.

Public shares		20,700,000
Founder shares		7,883,293
Placement shares		614,000
Total shares		29,197,293
Total funds in trust available for initial business combination (less deferred underwriting commissions)	$	207,000,000
Initial implied value per public share	$	9.99
Implied value per share upon consummation of initial business combination	$	7.09

Name	Age	Position
Alex Bono	50	Chief Executive Officer and Director
Peter Beckhouse	54	Chief Operating Officer
Aaron Dominish	30	Chief Financial Officer and Director
Chris Dirckze	48	Independent Director
Greg Woszczalski	55	Independent Director
Matthew Hudson	50	Independent Director

	●	reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation;

	●	reviewing and approving the compensation of all of our other executive officers;

	●	reviewing our executive compensation policies and plans;

	●	implementing and administering our incentive compensation equity-based remuneration plans;

	●	assisting management in complying with our proxy statement and annual report disclosure requirements;

	●	approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees;

	●	producing a report on executive compensation to be included in our annual proxy statement; and

	●	reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

	●	each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares;

	●	each of our named executive officers and directors that beneficially owns ordinary shares; and

	●	all our executive officers and directors as a group.

	Number of Class A Ordinary Shares Beneficially			Number of Class B Ordinary Shares Beneficially		Approximate Percentage of Outstanding Ordinary Shares
Name and Address of Beneficial Owner⁽¹⁾	Owned			Owned⁽²⁾		Class A			Class B
Hall Chadwick Capital LLC⁽³⁾⁽⁴⁾		380,000	⁽⁵⁾		7,883,293		98.8	%		98.8	%
Alex Bono⁽³⁾⁽⁴⁾		-			25,000		-			-
Peter Beckhouse		-			15,000		-			-
Aaron Dominish⁽³⁾⁽⁴⁾		-			15,000		-			-
Gregory Woszczalski		-			10,000		-			-
Matt Hudson		-			10,000		-			-
Chris Dirckze		-			10,000		-			-
All officers, directors and director nominees as a group (7 persons)		380,000			6,864,639		100	%		100	%
Saba Capital Management L.P.⁽⁶⁾		870,315
Meteora Capital, LLC⁽⁷⁾		-
Adage Capital Management L.P⁽⁸⁾		1,620,000

*	Less than one percent.

(1)	Unless otherwise noted, the business address of each of the following is 1 North Bridge Road, #18-06 High Street Centre, Singapore, 179094.

(2)	Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares in connection with or the consummation of our initial business combination or at any time and from time to time at the option of the holder on a one-for-one basis, subject to adjustment, as described in the section entitled “Description of Securities.”
(3)	Hall Chadwick Capital LLC, our sponsor, is the record holder of such shares. Alex Bono, our Chief Executive Officer, and Aaron Dominish, our Chief Financial Officer, are directors of our sponsor and control the management of our sponsor, including the exercise of voting and investment discretion over the securities of our company held by our sponsor. Accordingly, Mr. Bono and Mr. Dominish may be deemed to beneficially own such shares. Mr. Bono and Mr. Dominish disclaim any beneficial ownership of the securities held by the sponsor other than to the extent of their pecuniary interest therein. Includes 25,000 Class B ordinary shares directly held by Mr. Bono and 15,000 Class B ordinary shares held by Mr. Dominish, plus 7,883,293 Class B ordinary shares held by our sponsor.
(4)	The non-managing sponsor investors are expected to indirectly purchase, through the purchase of non-managing sponsor membership interests, 305,000 private placement units at a price of $10.00 per unit in a private placement that will close simultaneously with the closing of this offering. Subject to the non-managing sponsor investors purchasing, through the sponsor, the private placement units allocated to them simultaneously with the closing of this offering, the sponsor will issue membership interests at a nominal purchase price to the non-managing sponsor investors reflecting their interest in an aggregate of 2,656,000 founder shares held by the sponsor. The non-managing sponsor investors will have no right to vote the founder shares, private placement units or securities underlying the private placement units that they hold indirectly through their membership interests in the sponsor.
(5)	Interests shown consist solely of Class A ordinary shares included in the private placement units held by our sponsor.
(6)	Based on a Schedule 13G filed on January 12, 2026 by Saba Capital Management, L.P., a Delaware limited partnership (“Saba Capital”), Saba Capital Management GP, LLC, a Delaware limited liability company (“Saba GP”), and Mr. Boaz R. Weinstein (together, the “Reporting Persons”). The address of the business office of each of the Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.
(7)	Based on a Schedule 13G filed on February 6, 2026 by Meteora Capital, LLC, a Delaware limited liability company (“Meteora Capital”) with respect to the Common Stock (as defined in Item 2(d)) held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the “Meteora Funds”); and (ii) Vik Mittal, who serves as the Managing Member of Meteora Capital, with respect to the Common Stock held by the Meteora Funds. Goldman Sachs is a subsidiary of GS Group. The address of the principal business office for each of the Reporting Persons is: 1200 N Federal Hwy, #200, Boca Raton FL 33432.
(8)	Based on a Schedule 13G filed on February 12, 2026 by Adage Capital Management, L.P., a Delaware limited partnership (“ACM”), as the investment manager of Adage Capital Partners, L.P., a Delaware limited partnership (“ACP”), (ii) Robert Atchinson (“Mr. Atchinson”), as (1) managing member of Adage Capital Advisors, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACA”), managing member of Adage Capital Partners GP, L.L.C., a limited liability company organized under the laws of the State of Delaware (“ACPGP”), general partner of ACP and (2) managing member of Adage Capital Partners LLC, a Delaware limited liability company (“ACPLLC”), general partner of ACM, with respect to the Class A Ordinary Shares, (iii) Phillip Gross (“Mr. Gross”), as (1) managing member of ACA, managing member of ACPGP and (2) managing member of ACPLLC, general partner of ACM. The address of the business office of each of the Reporting Persons is 200 Clarendon Street, 52nd Floor, Boston, Massachusetts 02116.

Individual	Entity	Entity’s Business	Affiliation
Alex Bono	Clust AI	GPU Cloud Rental	Chief Executive Officer
Aaron Dominish	Hall Chadwick	Accounting advisory services	Partner
Peter Beckhouse	Cereus Consulting	Venture capital consulting	Founder and Director
Greg Woszczalski	Dynamoney Ltd	Finance	Interim Chief Executive Officer and Executive Chairman
Chris Dirckze	Gadens Lawyers	Legal Services	Partner
Matthew Hudson	Paratoo Resources Pty Ltd Portia Resources Pty Ltd	Mining and Finance	Management

		Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 6841)		F-2 – F-3
Financial Statements:
Balance Sheets		F-4
Statements of Operations		F-5
Statements of Changes in Shareholders’ Deficit		F-6
Statements of Cash Flows		F-7
Notes to Financial Statements		F-8 – F-23


ASSETS
Current assets
Cash	$	631,366
Prepaid expenses – current insurance		79,311
Total Current Assets		710,677

Long term prepaid expenses		62,375
Cash and investments held in Trust Account		207,786,276
TOTAL ASSETS	$	208,559,328

LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT
Current liabilities
Accrued expenses	$	4,667
Accounts payable		54,883
Total Current Liabilities		59,550
Deferred underwriting fee		8,280,000
Total Liabilities		8,339,550

Commitments and Contingencies (Note 6)
Class A ordinary shares subject to possible redemption 20,700,000 shares at $10.04 per share redemption value		207,786,276

Shareholders’ Deficit
Preference shares, $0.0001 par value; 5,000,000 shares authorized; none issued or outstanding		-
Class A ordinary shares, $0.0001 par value; 500,000,000 shares authorized; 614,000 shares issued and outstanding (excluding 20,700,000 shares subject to possible redemption)		61
Class B ordinary shares, $0.0001 par value; 50,000,000 shares authorized; 7,883,293 shares issued and outstanding		788
Additional paid-in capital		-
Accumulated earning (deficit)		(7,567,347	)
Total Shareholders’ Deficit		(7,566,498	)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS’ DEFICIT	$	208,559,328


	FOR THE PERIOD FROM MAY 22, 2025 (INCEPTION) THROUGH DECEMBER 31, 2025
Formation, general, and administrative costs	$	133,353
Loss from operations		(133,353	)

Other income:
Interest earned on investments held in Trust Account		786,276

Net income	$	652,923

Weighted average shares outstanding, Class A ordinary shares		3,434,529

Basic and diluted net income per share, Class A ordinary shares	$	0.23

Weighted average shares outstanding, Class B ordinary shares		7,985,167

Basic and diluted net income per share, Class B ordinary shares	$	(0.02	)


	Class A Ordinary Shares						Class B Ordinary Shares				Additional Paid-in			Accumulated			Total Shareholders’
	Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
Balance – May 22, 2025 (Inception)		-		$	-			-	$	-	$	-		$	-		$	-

Issuance of Class B ordinary shares to Sponsor		-			-			7,883,293		788		24,212			-			25,000

Net loss		-			-			-		-		-			(20,313	)		(20,313	)

Balance – June 30, 2025		-			-			7,883,293		788		24,212			(20,313	)		4,687

Sale of 20,700,000 Public Units		20,700,000			2,070			-		-		206,997,930			-			207,000,000

Sale of 614,000 Private Placement Units		614,000			61			-		-		6,139,939			-			6,140,000

Forfeiture of Founder Shares		-			-			-		-		-						-

Fair value of rights included in Public Units		-			-			-		-		3,630,627			-			3,630,627

Initial measurement of Class A ordinary shares subject to possible redemption under ASC 480-10-S99 against additional paid in capital		(20,700,000	)		(2,070	)		-		-		(206,997,930	)		-			(207,000,000	)

Allocated value of transaction costs to Class A ordinary shares		-			-			-		-		(1,178,144	)		-			(1,178,144	)

Accretion for Class A ordinary shares to redemption amount		-			-			-		-		(8,616,633	)		(8,220,270	)		(16,836,903	)

Net income		-			-			-		-		-			673,235			673,235

Balance – December 31, 2025		614,000		$	61			7,883,293	$	788	$	-		$	(7,567,348	)	$	(7,566,498	)


	Amount ($)
Cash Flows from Operating Activities:
Net income		652,922
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investments held in Trust Account		(786,276	)
Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares		20,313
Changes in operating assets and liabilities:
Prepaid expenses		(141,686	)
Accounts Payable and Accrued Expenses		59,549
Net cash used in operating activities		(195,177	)

Cash Flows from Investing Activities:
Cash and investments held in Trust Account		(207,000,000	)
Net cash used in investing activities		(207,000,000	)

Cash Flows from Financing Activities:
Proceeds from sale of Units, net of underwriting discounts paid		202,810,000
Proceeds from sale of Private Units		6,140,000
Proceeds from promissory note – related party		63,011
Repayment of promissory note – related party		(63,011	)
Funds held by Sponsor		4,687
Payment of offering costs		(1,128,144	)
Net cash provided by financing activities		207,826,543

Net Change in Cash		631,366
Cash – Beginning of period		-
Cash – End of period		631,366

Non-Cash investing and financing activities:
Deferred offering costs paid by Sponsor in exchange for the issuance of Class B ordinary shares		4,687
Accretion of Class A ordinary shares to redemption value		18,015,047

Source of Funds	Approximate Amount ($)	Availability
Trust Account	$207,000,000	Restricted. Available solely for redemption of public shares, payment of taxes and completion of an initial business combination
Interest Income	Variable	May be used to pay franchise and income taxes and certain dissolution expenses
Cash Held Outside Trust	Approximately $631,366	Available for general corporate purposes

Schedule of Financial Statements
	Balance sheet as of November 24, 2025 (audited)	As Previously Reported			Adjustment			As Revised
	Class A common stock subject to possible redemption	$	207,000,000		$	-		$	207,000,000
	Class A & B Ordinary Shares		849			-			849
	Additional paid-in capital	$	(7,559,118	)	$	7,559,118		$	-
	Accumulated earnings (deficit)	$	(20,338	)	$	(7,559,118	)	$	(7,579,456	)
	Total Temporary and Permanent Equity	$	199,421,393		$	-		$	199,421,393


Balance sheet as of December 31, 2025 (audited)	As Previously Reported			Adjustment			As Revised
Class A common stock subject to possible redemption	$	207,000,000		$	786,276		$	207,786,276
Class A & B Ordinary Shares		849			-			849
Additional paid-in capital	$	(7,433,994	)	$	7,433,994		$	-
Accumulated earnings (deficit)	$	652,922		$	(8,220,269	)	$	(7,567,347	)
Total Temporary and Permanent Equity	$	200,219,777		$	-		$	200,219,777

Schedule of Fair Value of Public Rights
	December 31, 2025	As Previously Reported			Adjustment			As Revision
	Traded unit price		10.02			-
	Expected term to De-SPAC (Years)		2.00			-
	Probability of De-SPAC and instrument-specific market adjustment		17.0			-
	Risk-free rate (continuous)		3.64	%		(0.18	%)		3.46	%
	Fair value of a right		363,064			3,267,563			3,630,627

	The above summarizes the impact to the balance sheets for the relevant periods.

Schedule of class A ordinary shares subject to possible redemption reflected in the balance sheet
Gross proceeds	$	207,000,000
Less:
Proceeds allocated to Public Rights		(3,630,627	)
Class A ordinary shares issuance cost		(13,598,144	)
Plus:
Remeasurement of carrying value to redemption value		17,228,771
Class A Ordinary Shares subject to possible redemption, November 24, 2025		207,000,000
Plus:
Remeasurement of carrying value to redemption value		786,276
Class A Ordinary Shares subject to possible redemption, December 31, 2025	$	207,786,276

Schedule of net income loss per ordinary share
	For the Period from May 22, 2025 (inception) to December 31, 2025
	Class A		Class A and Class B
	Ordinary shares (Subject to Redemption)		Ordinary shares (Not Subject to Redemption)
Basic and diluted net income per ordinary share
Numerator:
Allocation of net income, as adjusted	$	786,276	$	(133,353	)

Denominator:
Basic and diluted weighted average ordinary shares outstanding		3,434,529		7,985,167
Basic and diluted net income per ordinary share	$	0.23	$	(0.02	)

Level 1:	Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:	Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:	Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability.