Hall Chadwick Acquisition Corp 8-K, filed Oct 2, 2026
Hall Chadwick Acquisition Corp (HCAC)
About this 8-K
Hall Chadwick Acquisition Corp filed this 8-K on October 2, 2026, reporting on events of September 30, 2026.
Hall Chadwick Acquisition Corp. entered binding subscriptions for 210,000 shares at $10.00 per share, generating $2.1 million if its business combination closes; it also filed a Form S-4 on October 1, 2026. AI summary
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement.
As previously announced, on May 31, 2026, Hall Chadwick Acquisition Corp. (the “Company”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with HCAC Star Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), and REEcycle Holdings, Inc., a Delaware corporation (“REEcycle”).
PIPE Investment
In connection with the Business Combination, the Company is seeking to consummate a private investment in public equity (“PIPE Investment”). On September 30, 2026, the Company entered into binding subscription agreements with certain entities, each controlled and/or managed by one of (i) Michael McMullen, a director of REEcycle, (ii) Richard Albarran, a member of the Company’s advisory team and partner of Hall Chadwick (NSW) Pty Ltd (“HC NSW”), and (iii) Drew Townsend, a member of the Company’s advisory team and partner of HC NSW, pursuant to which such entities agreed to purchase an aggregate of 210,000 shares of Domesticated HCAC Common Stock (as defined in the Business Combination Agreement) at $10.00 per share for aggregate gross proceeds of $2.1 million, conditional only upon the closing of the Business Combination (collectively, the “Initial Subscription Agreements”). The Initial Subscription Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions.
Cohen & Company Capital Markets is engaged as the placement agent for the PIPE Investment, and the Company is obligated under the Business Combination Agreement to use reasonable best efforts to satisfy the closing conditions of any subscription agreements. Any investment with other potential investors may not be consummated on the same terms as the Initial Subscription Agreements, or at all. The PIPE Investment, if consummated, will result in the issuance of additional shares of Domesticated HCAC Common Stock, which will have a dilutive effect on non-redeeming shareholders.
Since the consummation of its initial public offering on November 24, 2025, the Company has not entered into any material financing transactions other than the private placement units sold concurrently with the initial public offering and the ongoing PIPE Investment described above.
The securities to be issued pursuant to the Initial Subscription Agreements have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) or any state securities laws and will be issued pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Company relied on this exemption from registration based in part on representations made by the purchasers in the Initial Subscription Agreements. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Neither this Current Report on Form 8-K, nor any exhibit attached hereto, is an offer to sell or the solicitation of an offer to buy the Securities described herein.
A copy of the form of the Initial Subscription Agreement is attached as Exhibit 10.1 hereto.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
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Item 7.01. Regulation FD Disclosure.
Attached hereto as Exhibit 99.1 and incorporated into this Current Report by reference is a copy of the form of the second investor presentation that the Company and REEcycle have prepared for use in connection with the Business Combination (the “October Investor Presentation”).
On October 2, 2026, the Company and REEcycle jointly issued a press release announcing (i) the filing of the Form S-4 pursuant to the Business Combination with REEcycle, and (ii) the October Investor Presentation. The press release is attached hereto as Exhibit 99.2 and incorporated into this Current Report by reference.
The information in this Item 7.01 (including Exhibit 99.1 and 99.2) is being furnished under Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing of HCAC under the Securities Act, or the Exchange Act, regardless of any general incorporation language in such filings.
Additional Information and Where to Find It.
On October 1, 2026, the Company and REEcycle filed a registration statement on Form S-4 (the “Registration Statement”) with theU.S. Securities and Exchange Commission (the “SEC”). The Registration Statement includes a proxy statement to be distributed to the Company’s shareholders in connection with the Company’s solicitation of proxies for the shareholder vote in connection with the Transactions (as defined in the Business Combination Agreement), the prospectus relating to the offer of securities to be issued in connection with the Merger, and other matters to be described in the registration statement. Following the effectiveness of the Registration Statement as declared by the SEC, the Company will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders as of the record date established for voting on the proposed business combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, HALL CHADWICK ACQUISITION CORP.’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE JOINT PROSPECTUS/PROXY STATEMENT INCLUDED WITHIN THE REGISTRATION STATEMENT, AND ANY AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH HALL CHADWICK ACQUISITION CORP.’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AGREEMENT, MERGER AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/REGISTRATION STATEMENT BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HALL CHADWICK ACQUISITION CORP., REECYCLE, AND THE PROPOSED TRANSACTIONS. Shareholders and other interested parties may obtain a copy of these documents, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to the Company, Attn: Corporate Secretary, 1 North Bridge Road #18-06 High Street Centre Singapore, 179094.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation.
REEcycle, the Company, and their respective directors, executive officers, management and employees, under SEC rules, may be deemed to be participants in a solicitation of proxies of the Company’s shareholders in connection with the Business Combination Agreement. Investors and shareholders may obtain more detailed information regarding the names, affiliations, and interests of the Company’s directors and executive officers in its filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026, as amended on September 23, 2026, and as further amended on September 30, 2026. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the Business Combination Agreement will be set forth in the proxy statement/registration statement, along with information concerning the interests of REEcycle’s and the Company’s participants in the solicitation. Such interests may in some cases be different from those of REEcycle’s or the Company’s equity holders generally. Investors and security holders may obtain free copies of these documents as described above.
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Forward-Looking Statements.
This Current Report includes “forward-looking statements” with respect to Hall Chadwick Acquisition Corp. (“HCAC”) and REEcycle Holdings, Inc. (“REEcycle”). Forward-looking statements generally relate to future events, including, without limitation, statements regarding the anticipated timing and benefits of the Transaction, and REEcycle’s future financial or operating performance. The expectations, estimates, and projections of the businesses of HCAC and REEcycle may differ from their actual results, and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “project,” “budget,” “forecast,” “plan,” “anticipate,” “believe,” “predict,” “potential,” or “continue,” or the negatives of these terms or variations of them or similar terminology. In addition, these forward-looking statements include, without limitation, statements regarding REEcycle’s expectations with respect to future performance and anticipated financial impacts of the Transaction, the satisfaction of the conditions to, and the timing of the completion of the Transaction. Such forward-looking statements are subject to risks, uncertainties (some of which are beyond the control of REEcycle and/or HCAC), and other factors which could cause actual results to differ materially from those expressed or implied by such “forward-looking statements”, and consequently, you should not rely on these forward-looking statements with respect to HCAC and REEcycle. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by REEcycle and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, without limitation: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements; (2) the outcome of any legal proceedings that may be instituted against REEcycle, HCAC or others following the announcement of the Transaction; (3) the inability to complete the Transaction due to the failure to obtain consents and approvals of shareholders or the SEC’s declaration of the effectiveness of the Registration Statement; (4) failure to obtain financing to complete the transactions or to satisfy other conditions to closing; delays or failures to obtain necessary regulatory approvals required to complete the transactions; (5) changes to the proposed structure of the Transaction as a result of applicable laws, regulations or conditions; (6) the risk that the Transaction disrupts current plans and operations of REEcycle; (7) projections, estimates and forecasts of revenue and other financial and performance metrics; (8) projections about industry trends and market opportunity; expectations relating to the demand for REEcycle’s services; (9) REEcycle’s ability to scale and grow its business; (10) the cash position of REEcycle following the closing; (11) the risk that the Transaction disrupts current plans and operations of REEcycle as a result of the announcement and consummation of the Transaction; (12) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of REEcycle to successfully commercialize its business, and REEcycle’s ability to source and maintain key relationships with management and key employees; (13) the ability of the combined company to grow and manage growth profitably, continue developing its properties, maintain relationships with customers and suppliers, and retain its management and key employees; (14) costs related to the Transaction; (15) the possibility that REEcycle and/or its related entities may be adversely affected by other economic, business, and/or competitive factors; (16) risks relating to REEcycle’s anticipated operations and business; (17) the risk that REEcycle does not ever enter into any definitive agreements in connection with commercialization of its technology; (18) the risk that REEcycle is pursuing an emerging market; (19) the amount of redemption requests made by the HCAC public shareholders; and (20) other risks and uncertainties set forth under “Risk Factors” and other documents filed, or to be filed, with the SEC by HCAC and/or REEcycle, including the Registration Statement, and HCAC’s other filings with the SEC, as well as any further risks and uncertainties to be contained in the Proxy Statement/Prospectus filed after the date of this Current Report. In addition, there may be additional risks that neither HCAC nor REEcycle presently know, or that REEcycle currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this Current Report should be regarded as a representation by any person that the forward-looking statements will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, REEcycle and HCAC do not undertake any duty to update these forward-looking statements. The inclusion of any statement in this communication does not constitute an admission by REEcycle and HCAC, or any other person, that the events or circumstances described in such statement are material.
No Offer or Solicitation.
This Current Report does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus filed with the SEC meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom. Investors should consult with their counsel as to the applicable requirements for the Company to avail itself of any exemption under the Securities Act.
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| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Subscription Agreement | |
| 99.1 | Investor Presentation, dated October 2026. | |
| 99.2 | Press Release | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: October 2, 2026 | HALL CHADWICK ACQUISITION CORP. | |
| By: | /s/ Aaron Dominish | |
| Name: | Aaron Dominish | |
| Title: | Chief Financial Officer | |
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Exhibit 10.1
FORM OF SUBSCRIPTION AGREEMENT
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on [●], 2026, by and among Hall Chadwick Acquisition Corp., a Cayman Islands exempted company (which entity will transfer by way of continuation to and domesticate as a Delaware corporation as part of the Domestication (as defined below) prior to the closing of the Merger (as defined below), the “Issuer”) and the subscriber named on the signature page hereto (“Subscriber”).
WHEREAS, this Subscription Agreement is being entered into in connection with the Business Combination Agreement, dated May 31, 2026, by and among the Issuer, HCAC Star Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of the Issuer (“Merger Sub”), and REEcycle Holdings, Inc., a Delaware corporation (the “Target”), pursuant to which, and subject to the terms and conditions set forth therein, among other things, (i) HCAC will continue out of the Cayman Islands and transfer by way of continuation to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended, and Section 206 of the Companies Act (As Revised) of the Cayman Islands (the “Domestication”), (ii) Merger Sub will merge with and into the Target (the “Merger”), with the Target being the surviving corporation of the Merger, and (iii) as a result of the Merger, the Target will become a wholly-owned subsidiary of the Issuer and the Issuer will be renamed REEcycle, Inc. (such agreement, as amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement” and the transactions contemplated by the Business Combination Agreement, the “Transaction”);
WHEREAS, in connection with the Transaction, Subscriber desires to subscribe for and purchase from the Issuer, following the Domestication and immediately prior to or substantially concurrently with, and contingent upon, the consummation of the Transaction, that number of shares of the Issuer’s common stock, par value $0.0001 per share, as such shares will exist as Common Stock following the Domestication (the “Common Stock”), set forth on the signature page hereto (the “Subscribed Shares”) for a purchase price of $10.00 per share (the “Per Share Subscription Price” and the aggregate of such Per Share Subscription Price for all Subscribed Shares being referred to herein as the “Subscription Amount”), and the Issuer desires to issue and sell to Subscriber the Subscribed Shares on the terms and subject to the conditions provided for herein in consideration of the payment of the Subscription Amount by or on behalf of Subscriber to the Issuer; and
WHEREAS, substantially concurrently with and following the execution of this Subscription Agreement, the Issuer will enter into subscription agreements (the “Other Subscription Agreements” and, together with this Subscription Agreement, the “Subscription Agreements”) with certain other accredited investors (the “Other Subscribers” and, together with Subscriber, the “Subscribers”), which are on substantially the same terms as the terms of this Subscription Agreement (other than the amount of shares of Common Stock to be subscribed for and purchased by the Other Subscribers), pursuant to which such investors shall agree to purchase on the closing date of the Transaction (the “Closing Date”) shares of Common Stock (the “Other Subscribed Shares” and, together with the Subscribed Shares, the “Aggregate Subscribed Shares”).
NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties and covenants, and subject to the conditions, herein contained, and intending to be legally bound hereby, the parties hereto hereby agree as follows:
1. Subscription. Subject to the terms and conditions hereof, Subscriber hereby subscribes for and agrees to purchase at the Closing (as defined below), and the Issuer hereby agrees to issue and sell to Subscriber, upon the payment of the Subscription Amount, the Subscribed Shares (such subscription and issuance, the “Subscription”).
2. Closing.
(a) The consummation of the Subscription (the “Closing”) shall take place after the Domestication and shall be contingent upon and occur on the closing date of the Transaction (the “Closing Date”) immediately prior to or concurrently with the consummation of the Transaction.
(b) At least ten (10) Business Days before the anticipated Closing Date, the Issuer shall deliver written notice to Subscriber (the “Closing Notice”) specifying (i) the anticipated Closing Date and (ii) the wire instructions for delivery of the Subscription Amount to the Issuer. No later than five (5) Business Days after receiving the Closing Notice, Subscriber shall deliver to the Issuer (A) such information as is reasonably requested in the Closing Notice in order for the Issuer to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person or entity in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8 and (B) the Subscription Amount in cash via wire transfer to the account specified in the Closing Notice. At the Closing, the Issuer shall issue the Subscribed Shares to Subscriber and cause the Subscribed Shares to be registered in book entry form, free and clear of any liens or other restrictions (other than those arising under this Subscription Agreement or state or federal securities laws), in the name of Subscriber (or its nominee in accordance with its delivery instructions) or to a custodian designated by Subscriber, as applicable. In the event that the consummation of the Transaction does not occur within three (3) Business Days after the anticipated Closing Date specified in the Closing Notice, unless otherwise agreed to in writing by the Issuer and Subscriber, the Issuer shall promptly (but in no event later than ten (10) Business Days after the anticipated Closing Date specified in the Closing Notice) return the funds so delivered by Subscriber to the Issuer by wire transfer in immediately available funds to the account specified by Subscriber; provided that, unless this Subscription Agreement has been validly terminated pursuant to Section 6 hereof, neither the failure of the Closing to occur on the Closing Date specified in the Closing Notice nor such return of funds shall (x) terminate this Subscription Agreement, (y) be deemed to be a failure of any of the conditions to Closing set forth in this Section 2, or (z) otherwise relieve any party of any of its obligations hereunder, including Subscriber’s obligation to redeliver the Subscription Amount and purchase the Subscribed Shares at the Closing in the event the Issuer delivers a subsequent Closing Notice. For the purposes of this Subscription Agreement, “Business Day” means any day other than a Saturday, Sunday or a day on which the Federal Reserve Bank of New York is closed.
(c) The Closing shall be subject to the satisfaction or valid waiver (to the extent a valid waiver is capable of being issued) by the party (the Issuer, on the one hand, or Subscriber, on the other) entitled to the benefit thereof, of the conditions that, on or prior to the Closing Date:
(i) the Subscribed Shares shall have been approved for listing on the Nasdaq Stock Market LLC (“Nasdaq”) or another national securities exchange, subject to official notice of issuance, and no suspension of the qualification of the Subscribed Shares for offering or sale or trading on Nasdaq, or, to the Issuer’s knowledge, initiation or threatening of any proceedings for any of such purposes, shall have occurred;
(ii) all conditions precedent to the closing of the Transaction set forth in the Business Combination Agreement, including, without limitation, the required approval of the Issuer’s shareholders, shall have been satisfied (as determined by the parties to the Business Combination Agreement, and other than those conditions which, by their nature, are to be satisfied at the closing of the Transaction, but subject to satisfaction or waiver thereof by the party entitled to the benefit thereof under the Business Combination Agreement, including to the extent that any such condition is dependent upon the consummation of the purchase and sale of the Aggregate Subscribed Shares pursuant to the Subscription Agreements) or waived in writing by the party entitled to the benefit thereof under the Business Combination Agreement; and
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(iii) no governmental authority of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any judgment, order, law, rule or regulation (whether temporary, preliminary or permanent) which is then in effect and has the effect of making consummation of the transactions contemplated hereby illegal or otherwise restraining, prohibiting or enjoining consummation of the transactions contemplated hereby (except in the case of a governmental authority located outside the United States where such judgment, order, law, rule or regulation would not reasonably be expected to have an Issuer Material Adverse Effect (as defined below)).
(d) The obligation of the Issuer to consummate the Closing shall be subject to the satisfaction or valid waiver by the Issuer of the additional conditions that, on or prior to the Closing Date:
(i) all representations and warranties of Subscriber contained in this Subscription Agreement are true and correct in all material respects at and as of the Closing Date (other than (x) representations and warranties that are qualified as to materiality or Subscriber Material Adverse Effect (as defined below), which representations and warranties shall be true in all respects or (y) representations and warranties that speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects (or, if qualified by materiality or Subscriber Material Adverse Effect, which representations shall be true and correct in all respects) as of such specified date), in each case without giving effect to the consummation of the Transaction, and consummation of the Closing shall constitute a reaffirmation by Subscriber of each of the representations and warranties of Subscriber contained in this Subscription Agreement as of the Closing;
(ii) Subscriber shall have wired the Subscription Amount in accordance with Section 2(b) of this Subscription Agreement and otherwise performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing; and
(iii) Subscriber shall have provided to the Issuer the information requested in Annex A hereto.
(e) The obligation of Subscriber to consummate the Closing shall be subject to the satisfaction or valid waiver by Subscriber of the additional conditions that, on or prior to the Closing Date:
(i) all representations and warranties of the Issuer contained in this Subscription Agreement are true and correct in all material respects at and as of the Closing Date (other than (x) representations and warranties that are qualified as to materiality or Issuer Material Adverse Effect (as defined below), which representations shall be true in all respects or (y) representations and warranties that speak as of a specified earlier date, which representations and warranties shall be true and correct in all material respects (or if qualified by materiality or Issuer Material Adverse Effect, which representations shall be true and correct in all respects) as of such specified date), in each case without giving effect to the consummation of the Transaction, and consummation of the Closing shall constitute a reaffirmation by the Issuer of each of the representations and warranties of the Issuer, contained in this Subscription Agreement as of the Closing;
(ii) the Issuer shall have performed, satisfied and complied in all material respects with all covenants, agreements and conditions required by this Subscription Agreement to be performed, satisfied or complied with by it at or prior to the Closing, except where the failure of such performance, satisfaction or compliance would not or would not reasonably be expected to materially and adversely affect the economic benefits to Subscriber under this Subscription Agreement; and
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(iii) there shall have been no amendment or modification to the Business Combination Agreement that materially and adversely affects the economic benefits to Subscriber under this Subscription Agreement without having received Subscriber’s prior written consent.
3. Issuer Representations and Warranties. For the purposes of this Section 3, the term “Issuer” shall refer to (i) the Issuer as of the date hereof, and (ii) for the purposes of the representations contained in subsections (f), (h) and (k) of this Section 3 and to the extent such representations and warranties are made as of the Closing Date, the combined company after giving effect to the Transaction as of the Closing Date. The Issuer represents and warrants to Subscriber and the Placement Agent (as defined below) that as of the date hereof:
(a) The Issuer (i) has been duly incorporated and is validly existing and in good standing under the laws of the Cayman Islands, (ii) has the requisite corporate power and authority to own, lease and operate its properties, to carry on its business as it is now being conducted and to enter into and perform its obligations under this Subscription Agreement, and (iii) is duly licensed or qualified to conduct its business and, if applicable, is in good standing under the laws of each jurisdiction (other than its jurisdiction of incorporation) in which the conduct of its business or the ownership of its properties or assets requires such license or qualification, except, with respect to the foregoing clause (iii), where the failure to be in good standing would not reasonably be expected to have an Issuer Material Adverse Effect. For purposes of this Subscription Agreement, an “Issuer Material Adverse Effect” means any event, circumstance, change, development, effect or occurrence that, individually or in the aggregate, (a) is or would reasonably be expected to be materially adverse to the business, financial condition or results of operations of the Issuer and its subsidiaries, taken as a whole; or (b) would prevent, materially delay or materially impede the performance by the Issuer or its subsidiaries of their respective obligations under this Subscription Agreement.
(b) As of the Closing Date, the Subscribed Shares will be duly authorized and, when issued and delivered to Subscriber against full payment therefor in accordance with the terms of this Subscription Agreement, will be validly issued.
(c) The Subscribed Shares are not, and following the Closing, will not be, subject to any Transfer Restriction. The term “Transfer Restriction” means any condition to or restriction on the ability of the undersigned to pledge, sell, assign or otherwise transfer the Subscribed Shares under any organizational document, policy or agreement of, by or with the Issuer, but excluding (i) the restrictions on transfer described in Section 4(d) of this Subscription Agreement with respect to the status of the shares of Common Stock as “restricted securities” pending their registration for resale under the Securities Act of 1933, as amended (the “Securities Act”), in accordance with the terms of this Subscription Agreement, and (ii) compliance with routine transfer registration provisions under the Issuer’s organizational documents and agreements and policies of the Issuer’s transfer agent.
(d) This Subscription Agreement has been duly authorized, executed and delivered by the Issuer, and assuming the due authorization, execution and delivery of the same by Subscriber, this Subscription Agreement shall constitute the valid and binding obligation of the Issuer, enforceable against the Issuer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.
(e) The execution and delivery of this Subscription Agreement, the issuance and sale of the Subscribed Shares and the compliance by the Issuer with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Issuer pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which the Issuer is a party or by which the Issuer is bound or to which any of the property or assets of the Issuer is subject; (ii) the organizational documents of the Issuer; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over the Issuer or any of its properties that, in the case of clauses (i) and (iii) would reasonably be expected to have an Issuer Material Adverse Effect.
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(f) Assuming the accuracy of all of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, the Issuer is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority, self-regulatory organization or other person in connection with the execution, delivery and performance of this Subscription Agreement (including, without limitation, the issuance of the Subscribed Shares), other than (i) filings required by applicable state securities laws, (ii) filings with the United States Securities and Exchange Commission (the “Commission”), including the filing of the Registration Statement pursuant to Section 5 below, (iii) filings required by Nasdaq, including with respect to obtaining approval of the Issuer’s shareholders, (iv) filings required to consummate the Transaction as provided under the Business Combination Agreement, (v) any filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, or any law or regulation of any other jurisdiction related to competition or merger control, if applicable, (vi) those that will be obtained, made or given, as applicable, on or prior to the Closing, and (vii) consents, waivers, authorizations, orders, notices or filings, the failure of which to obtain would not reasonably be expected to have an Issuer Material Adverse Effect on the Issuer’s legal authority to consummate the transactions contemplated hereby, including the issuance and sale of the Subscribed Shares.
(g) As of the date hereof, the entire authorized share capital of the Issuer consists of (A) 500,000,000 Class A ordinary shares, par value $0.0001 per share (the “Issuer Ordinary Shares”) (B) 50,000,000 Class B ordinary shares, par value $0.0001 per share, and (C) 5,000,000 preference shares, par value $0.0001 per share. As of the Closing Date (following the Domestication and immediately after the consummation of the Transaction), the entire authorized share capital of the Issuer will consist of 625,000,000 shares, consisting of 615,000,000 shares of Common Stock and 10,000,000 shares of preferred stock, par value $0.0001 per share.
(h) Assuming the accuracy of all of Subscriber’s representations and warranties set forth in Section 4 of this Subscription Agreement, no registration under the Securities Act is required for the offer and sale of the Subscribed Shares by the Issuer to Subscriber and the Subscribed Shares are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act or any state securities law.
(i) Neither the Issuer nor any person acting on its behalf has engaged or will engage in any form of general solicitation or general advertising (within the meaning of Regulation D) in violation of the Securities Act in connection with any offer or sale of the Subscribed Shares.
(j) Except for the Placement Agent, no broker or finder is entitled to any brokerage or finder’s fee or commission from the Issuer solely in connection with the sale of the Subscribed Shares to Subscriber.
(k) The Issuer has provided Subscriber an opportunity to ask questions regarding the Issuer and made available to Subscriber all the information reasonably available to the Issuer that Subscriber has reasonably requested to make an investment decision with respect to the Subscribed Shares.
(l) Except for such matters as have not had and would not reasonably be expected to have an Issuer Material Adverse Effect, the Issuer is in compliance with all laws applicable to the conduct of its business. The Issuer has not received any written, or to its knowledge, other communication from a governmental entity that alleges that the Issuer is not in compliance with or is in default or violation of any applicable law, except where such non-compliance, default or violation would not reasonably be expected to have, individually or in the aggregate, an Issuer Material Adverse Effect.
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(m) The Issuer has been formed for the purpose of consummating the Transaction and, prior to the consummation of the Transaction, maintains limited operations and does not employ any employees and does not maintain any employee benefit or stock option or similar equity incentive plans.
(n) Other than where the failure to timely file would not reasonably be expected to have an Issuer Material Adverse Effect, as of their respective dates, all reports required to be filed by the Issuer with the Commission (the “SEC Reports”) complied in all material respects with the applicable requirements in existence as of such dates of the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, as of such dates, in the light of the circumstances under which they were made, not misleading. Except as disclosed in the SEC Reports, the financial statements of the Issuer included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing and fairly present in all material respects the financial position of the Issuer as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.
(o) As of the date hereof, the Issuer’s issued and outstanding Issuer Ordinary Shares are registered pursuant to Section 12(b) of the Exchange Act and listed for trading on Nasdaq. There is no suit, action, claim, proceeding or investigation pending or, to the knowledge of the Issuer, threatened against the Issuer by Nasdaq or the Commission with respect to any intention by such entity to deregister the Issuer Ordinary Shares or to prohibit or terminate the listing of the Issuer Ordinary Shares on Nasdaq, excluding, for the purposes of clarity, the customary ongoing review by Nasdaq in connection with the Transaction.
(p) There are no shareholder agreements, voting trusts or other agreements or understandings to which the Issuer is a party or by which it is bound relating to the voting of any securities of the Issuer, other than (1) as set forth in the SEC Reports and (2) as contemplated by the Business Combination Agreement.
4. Subscriber Representations and Warranties. Subscriber represents and warrants to the Issuer and the Placement Agent that as of the date hereof:
(a) If Subscriber is a legal entity, Subscriber (i) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, and (ii) has the requisite power and authority to enter into and perform its obligations under this Subscription Agreement. If Subscriber is an individual, Subscriber has the legal competence and capacity to enter into and perform its obligations under the Subscription Agreement.
(b) This Subscription Agreement has been duly executed and delivered by Subscriber, and assuming the due authorization, execution and delivery of the same by the Issuer, this Subscription Agreement shall constitute the valid and legally binding obligation of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors generally and by the availability of equitable remedies.
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(c) The execution and delivery of this Subscription Agreement, the acquisition of the Subscribed Shares and the compliance by Subscriber with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplated herein will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of Subscriber pursuant to the terms of (i) any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement or instrument to which Subscriber is a party or by which Subscriber is bound or to which any of the property or assets of Subscriber is subject; (ii) the organizational documents of Subscriber; or (iii) any statute or any judgment, order, rule or regulation of any court or governmental agency or body, domestic or foreign, having jurisdiction over Subscriber or any of its properties that, in the case of clauses (i) and (iii), would reasonably be expected to have a Subscriber Material Adverse Effect. For purposes of this Subscription Agreement, a “Subscriber Material Adverse Effect” means an event, change, development, occurrence, condition or effect with respect to Subscriber that would reasonably be expected to have a material adverse effect on Subscriber’s ability to timely consummate the transactions contemplated hereby, including the Subscription.
(d) If Subscriber is located in the United States or is a U.S. person, Subscriber (A) is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act) or an institutional “accredited investor” (within the meaning of Rule 501(a)(1), (2), (3), (7), (9) or (12) under the Securities Act), in either case satisfying the applicable requirements set forth on Annex A hereto and an “institutional account” as defined in FINRA Rule 4512(c), and is not an entity formed for the specific purpose of acquiring the Subscribed Shares and is an “institutional account” as defined by FINRA Rule 4512(c) and a sophisticated institutional investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) is a sophisticated investor, experienced in investing in private equity transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, (C) has exercised independent judgment in evaluating its participation in the purchase of the Subscribed Shares, (D) is acquiring the Subscribed Shares only for its own account and not for the account of others, or if Subscriber is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, each owner of such account is a qualified institutional buyer or an institutional accredited investor and Subscriber has full investment discretion with respect to each such account, and the full power and authority to make the acknowledgements, representations and agreements herein on behalf of each owner of each such account, and (E) is not acquiring the Subscribed Shares with a view to, or for offer or sale in connection with, any distribution thereof in violation of the Securities Act (and has provided the Issuer with the requested information on Annex A), and (F) understands that the offering meets the exemptions from filing under FINRA Rules 5123(b)(1)(A), (C) and (J). The Subscribed Shares have not been registered under the Securities Act or any other applicable securities laws of any other jurisdiction, are being offered in transactions not requiring registration under the Securities Act, and unless so registered, may not be reoffered, resold or otherwise transferred except in compliance with the registration requirements of the Securities Act or any other applicable securities laws, pursuant to any exemption therefrom or in a transaction not subject thereto. Subscriber understands that no disclosure or offering document has been prepared by the Placement Agent in connection with the offer and sale of the Subscribed Shares. Subscriber understands that the Subscribed Shares may not be offered, resold, transferred, pledged (other than in connection with ordinary course prime brokerage relationships) or otherwise disposed of by Subscriber absent an effective registration statement under the Securities Act, except (i) to the Issuer or a subsidiary thereof, or (ii) pursuant to another applicable exemption from the registration requirements of the Securities Act, and that any book-entry positions or certificates representing the Subscribed Shares shall contain the legend set forth in this Section 4(d). Subscriber understands and agrees that the Subscribed Shares will be subject to transfer restrictions under applicable securities laws and, as a result of these transfer restrictions, Subscriber may not be able to readily offer, resell, transfer, pledge (other than in connection with ordinary course prime brokerage relationships) or otherwise dispose of the Subscribed Shares and may be required to bear the financial risk of an investment in the Subscribed Shares for an indefinite period of time. Subscriber understands that it has been advised to consult legal counsel and tax and accounting advisors prior to making any offer, resale, pledge, transfer or disposition of any of the Subscribed Shares.
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Each book entry for the Subscribed Shares shall contain a notation, and each certificate (if any) evidencing the shares of Common Stock shall be stamped or otherwise imprinted with a legend, in substantially the following form (or to substantially the following effect):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING SENTENCE (NOTWITHSTANDING THE FOREGOING, THE SECURITIES REPRESENTED HEREBY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES). BY ITS ACQUISITION HEREOF OR OF A BENEFICIAL INTEREST HEREIN, THE SUBSCRIBER AGREES FOR THE BENEFIT OF REECYCLE, INC. (THE “ISSUER”) THAT IT WILL NOT OFFER, SELL, PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST HEREIN PRIOR TO THE DATE THAT IS THE LATER OF (X) ONE YEAR AFTER THE ISSUE DATE HEREOF OR SUCH SHORTER PERIOD OF TIME AS PERMITTED BY RULE 144 UNDER THE SECURITIES ACT OR ANY SUCCESSOR PROVISION THERETO AND (Y) SUCH LATER DATE, IF ANY, AS MAY BE REQUIRED BY APPLICABLE LAW, EXCEPT:
(A) TO THE ISSUER OR ANY SUBSIDIARY THEREOF, OR
(B) PURSUANT TO A REGISTRATION STATEMENT THAT HAS BECOME EFFECTIVE UNDER THE SECURITIES ACT AND IS EFFECTIVE AT THE TIME OF SUCH TRANSFER, OR
(C) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE 144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
PRIOR TO THE REGISTRATION OF ANY PERMITTED TRANSFER IN ACCORDANCE WITH THE ABOVE, THE ISSUER RESERVES THE RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.
(e) Subscriber understands and agrees that Subscriber is acquiring the Subscribed Shares directly or indirectly from the Issuer. Subscriber further acknowledges that there have not been, and Subscriber hereby expressly and irrevocably acknowledges and agrees that it is not relying on, any representations, warranties, covenants or, agreements or statements made to Subscriber by or on behalf of the Issuer or the Target or their respective affiliates or any of the respective subsidiaries, control persons, officers, directors, employees, partners, agents or representatives, or any other party to the Transaction or any other person or entity (including the Placement Agent), expressly or by implication, (including by omission), other than those representations, warranties, covenants, agreements and statements of the Issuer expressly set forth in this Subscription Agreement, and Subscriber is not relying on any other purported representations, warranties, covenants, agreements or statements (including by omission). Subscriber acknowledges that certain information provided by the Issuer was based on projections, and such projections were prepared based on assumptions and estimates that are inherently uncertain and are subject to a wide variety of significant business, economic and competitive risks
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and uncertainties that could cause actual results to differ materially from those contained in the projections. Subscriber acknowledges that such information and projections were prepared without the participation of the Placement Agent and that the Placement Agent does not assume responsibility for independent verification of, or the accuracy or completeness of, such information or projections. Subscriber agrees that neither the Placement Agent nor any of its affiliates or any of their or their respective affiliates’ control persons, officers, directors or employees, shall be liable (including in contract, tort, under federal or state securities laws or otherwise) to Subscriber pursuant to this Subscription Agreement for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with the acquisition of the Subscribed Shares. On behalf of itself and its affiliates and any of their respective control persons, officers, directors or employees, Subscriber releases the Placement Agent and any of its respective affiliates in respect of any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements related to this Subscription Agreement or the transactions contemplated hereby. Subscriber agrees not to commence any litigation or bring any claim against the Placement Agent nor any of its affiliates in any court or any other forum which relates to, may arise out of, or is in connection with, the placement of the shares of Common Stock. Subscriber undertook this investment freely and after obtaining independent legal advice.
(f) In making its decision to purchase the Subscribed Shares, Subscriber has relied solely upon independent investigation made by Subscriber and upon the representations, warranties and covenants of the Issuer set forth herein (and no other representations and warranties). Subscriber acknowledges and agrees that Subscriber has received and had adequate time to review such information as Subscriber deems necessary in order to make an investment decision with respect to the Subscribed Shares, including with respect to the Issuer, the Target and the Transaction. Subscriber acknowledges it has conducted its own investigation of the Issuer, the Target and the Subscribed Shares and has not relied on any statements or other information provided by the Placement Agent concerning the Issuer, the Target or the Subscribed Shares or the offer and sale of the Subscribed Shares, and has been offered the opportunity to ask questions of the Issuer and/or the Target and received answers thereto, including on the financial information, as Subscriber deemed necessary in connection with its decision to purchase the Subscribed Shares. Subscriber has made its own assessment and is satisfied concerning the relevant tax and other economic considerations relevant to its investment in the Subscribed Shares. Without limiting the generality of the foregoing, Subscriber acknowledges that Subscriber has reviewed the SEC Reports. Subscriber represents and agrees that Subscriber and Subscriber’s professional advisor(s), if any, have had the full opportunity to ask such questions, receive such answers and obtain such information as Subscriber and such undersigned’s professional advisor(s), if any, have deemed necessary to make an investment decision with respect to the Subscribed Shares. Subscriber acknowledges and agrees that neither Cohen & Company Capital Markets (the “Placement Agent”) nor any affiliate of the Placement Agent has provided Subscriber with any information or advice with respect to the Subscribed Shares nor is such information or advice necessary or desired. Neither the Placement Agent nor any of its affiliates have made or make any representation or warranty, whether express or implied, of any kind or character as to the Issuer, the Target or the quality or value of the Subscribed Shares and the Placement Agent and any of its respective affiliates may have acquired non-public information with respect to the Issuer or the Target which Subscriber agrees need not be provided to it. In connection with the issuance of the Subscribed Shares to Subscriber, neither the Placement Agent nor any of its affiliates have acted as a financial advisor or fiduciary to Subscriber. Subscriber agrees that neither the Placement Agent nor any of its affiliates or any control persons, officers, directors, employees, partners, agents or representatives of any of the foregoing shall be liable to any Subscriber for any action heretofore or hereafter taken or omitted to be taken by any of them in connection with Subscriber’s acquisition of the Subscribed Shares.
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(g) Subscriber became aware of this offering of the Subscribed Shares solely by means of direct contact between Subscriber, the Issuer and the Target or by means of contact from the Placement Agent and/or their respective advisors (including, without limitation, attorneys, accountants, bankers, consultants and financial advisors), agents, control persons, representatives, affiliates, directors, officers, managers, members, and/or employees, and/or the representatives of such persons (such parties referred to collectively as “Representatives”). The Subscribed Shares were offered to Subscriber solely by direct contact between Subscriber, the Issuer and the Target and/or its Representatives. Subscriber did not become aware of this offering of the Subscribed Shares, nor were the Subscribed Shares offered to Subscriber, by any other means, and none of the Issuer, the Target, the Placement Agent or its respective Representatives acted as investment advisor, broker or dealer to Subscriber. Subscriber acknowledges that it is not relying upon, and has not relied upon, any statement, representation or warranty made by any person or entity (including, without limitation, the Issuer, the Target, the Placement Agent and/or their respective Representatives) other than the representations and warranties expressly set forth in this Subscription Agreement, in making its investment or decision to invest in the Issuer. Subscriber acknowledges that the Issuer represents and warrants that the Subscribed Shares (i) were not offered by any form of general solicitation or general advertising, including methods described in Section 502(c) of Regulation D under the Securities Act, and (ii) are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.
(h) Subscriber acknowledges that it is aware that there are substantial risks incident to the Subscription and ownership of the Subscribed Shares. Subscriber has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Subscribed Shares, and Subscriber has had an opportunity to seek, and has sought, such accounting, legal, business and tax advice as Subscriber has considered necessary to make an informed investment decision, and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. Subscriber acknowledges that it (i) is a sophisticated investor, experienced in investing in business and financial transactions and capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and (ii) has exercised independent judgment in evaluating the Subscription. Subscriber acknowledges that the Subscription (i) is fully consistent with Subscriber’s financial needs, objectives and condition, (ii) complies and is fully consistent with all of Subscriber’s applicable investment policies, guidelines and other restrictions, (iii) has been duly authorized and approved by all necessary action (corporate or otherwise), and (iv) does not and will not violate or constitute a default under Subscriber’s charter, by-laws or other constituent documents or under any law, rule, regulation, agreement or other obligation by which we are bound and are a fit, proper and suitable investment, notwithstanding the substantial risks inherent in investing in or holding the Subscribed Shares. Subscriber understands that the Subscription hereunder meets (i) the institutional accounts exemptions from filing under FINRA Rule 5123(b)(1)(A), (ii) the institutional customer exemption from filing under FINRA Rule 2111(b), (iii) the qualified institutional buyers exemption from filing under FINRA Rule 5123(b)(1)(C) and (iv) the accredited investors exemption from filing under FINRA Rule 5123(b)(1)(J).
(i) Alone, or together with any professional advisor(s), Subscriber represents and acknowledges that Subscriber has adequately analyzed and fully considered the risks of an investment in the Subscribed Shares and determined that the Subscribed Shares are a suitable investment for Subscriber and that Subscriber is able at this time and in the foreseeable future to bear the economic risk of a total loss of Subscriber’s investment in the Issuer. Subscriber acknowledges specifically that a possibility of total loss exists.
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(j) Subscriber understands and agrees that no federal or state agency has passed upon or endorsed the merits of the offering of the Subscribed Shares or made any findings or determination as to the fairness of this investment.
(k) Subscriber is in compliance with all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the United States and administered by the U.S. Department of Treasury, U.S. Department of Commerce, or the U.S. Department of State, (b) the United Nations Security Council, (c) the European Union as administered by any European Union member state, and (d) the United Kingdom’s HM Treasury (collectively, “Sanctions”). Neither Subscriber, nor any of its officers, directors, employees, or, to its knowledge, agents, is, or is owned or controlled by any person that is the target of Sanctions or with whom dealings are prohibited or restricted under applicable Sanctions, including (x) a person or entity that is named on any sanctions‑related list of designated persons, including the List of Specially Designated Nationals and Blocked Persons, the Foreign Sanctions Evaders List or the Sectoral Sanctions Identifications List, each of which is administered by the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”), the Denied Persons List, Entity List, or Unverified List administered by the U.S. Department of Commerce’s Bureau of Industry and Security, and any sanctions-related lists set forth in any Executive Order issued by the President of the United States and administered by OFAC, or any other list of prohibited or restricted parties promulgated by OFAC, the U.S. Department of Commerce, the U.S. Department of State, His Majesty’s Treasury, the European Union or any member state thereof, or the United Nations Security Council, (y) organized, located, or resident in, or a citizen, national or the government, including any political subdivision, agency or instrumentality thereof, of any country or territory subject to comprehensive sanctions (currently, Cuba, Iran, North Korea, Syria, Venezuela, the so-called Donetsk and Luhansk Peoples’ Republics, the Zaporizhzhia and Kherson Oblasts, and other Ukrainian territories claimed to be annexed by Russia) or (z) a non-U.S. shell bank or providing banking services indirectly to a non‑U.S. shell bank (collectively, (x) through (z), a “Restricted Person”). Subscriber agrees to provide the Issuer or law enforcement agencies, if requested thereby, such records and information as required by applicable law, provided that Subscriber is permitted to do so under applicable law. Subscriber represents that if it is a financial institution subject to the Bank Secrecy Act (31 U.S.C. Section 5311 et seq.), as amended by the USA PATRIOT Act of 2001 and its implementing regulations (collectively, the “BSA/PATRIOT Act”), that Subscriber is in material compliance with the BSA/PATRIOT Act, and maintains policies and procedures reasonably designed to comply with applicable obligations under the BSA/PATRIOT Act. Subscriber also represents that it maintains policies and procedures reasonably designed to ensure compliance with Sanctions, including for the screening of its investors to confirm that they are not Restricted Persons. Subscriber further represents and warrants that it maintains policies and procedures reasonably designed to ensure that the funds held by Subscriber and used to purchase the Subscribed Shares were legally derived and were not obtained, directly or indirectly, from a Restricted Person or related to any activities that may contravene U.S. federal, state or non-U.S. anti-money laundering laws (including the BSA/PATRIOT Act), anti-corruption or Sanctions laws and regulations or activities that may otherwise be deemed criminal. Subscriber further represents and warrants that any returns from Subscriber’s investment will not be used to finance any illegal activities, or any activities that would cause the Issuer to violate Sanctions.
(l) Subscriber is not a “foreign person” or a “foreign entity” and is not controlled by a “foreign person,” as those terms are defined in Section 721 of the Defense Production Act of 1950, as amended, including its implementing regulations (the “DPA”); provided, however, that if Subscriber is a “foreign person” for such purposes, it agrees that it will not (i) obtain any control rights over the Issuer, including the ability to determine, direct, or decide important matters affecting the Issuer; (ii) have access to any material nonpublic technical information in the possession of the Issuer; (iii) obtain membership or observer rights on the Board of Directors or the right to nominate an individual to a position on the Board of Directors; or (iv) have any involvement, other than through voting of shares, in substantive decision making of the Issuer regarding the use, development, acquisition or release of the Issuer’s technology.
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(m) Subscriber does not have, as of the date hereof, and during the 30‑day period immediately prior to the date hereof Subscriber has not entered into, any “put equivalent position” as such term is defined in Rule 16a‑1 under the Exchange Act or short sale positions with respect to the securities of the Issuer. Notwithstanding the foregoing, in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of Subscriber’s assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of Subscriber’s assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Subscribed Shares covered by this Subscription Agreement.
(n) If Subscriber is an employee benefit plan that is subject to Title I of ERISA, a plan, an individual retirement account or other arrangement that is subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or an employee benefit plan that is a governmental plan (as defined in Section 3(32) of ERISA), a church plan (as defined in Section 3(33) of ERISA), a non-U.S. plan (as described in Section 4(b)(4) of ERISA) or other plan that is not subject to the foregoing but may be subject to provisions under any other federal, state, local, non‑U.S. or other laws or regulations that are similar to such provisions of ERISA or the Code, or an entity whose underlying assets are considered to include “plan assets” of any such plan, account or arrangement (each, a “Plan”, collectively, the “Plans”) subject to the fiduciary or prohibited transaction provisions of ERISA or Section 4975 of the Code or other laws or regulations that are similar to such provisions, then Subscriber represents and warrants that neither the Issuer nor any of its affiliates has acted as the Plan’s fiduciary, or has been relied on for advice, with respect to its decision to acquire and hold the Subscribed Shares, and none of the Issuer or any of its affiliates shall at any time be relied upon as the Plan’s fiduciary with respect to any decision to acquire, continue to hold or transfer the Subscribed Shares.
(o) At the Closing, Subscriber will have sufficient funds to pay the Subscription Amount pursuant to Section 2(b) of this Subscription Agreement.
(p) Subscriber agrees that, notwithstanding Section 9(h) of this Subscription Agreement, the Placement Agent may rely upon the representations and warranties made by Subscriber to the Issuer in this Subscription Agreement.
(q) No broker, finder or other financial consultant has acted on behalf of Subscriber in connection with this Subscription Agreement or the transactions contemplated hereby in such a way as to create any liability on the Issuer.
(r) Subscriber hereby acknowledges and agrees that (i) the Placement Agent is acting solely as a placement agent in connection with the Subscription contemplated by this Subscription Agreement and is not acting as an underwriter or in any other capacity and are not and shall not be construed as a fiduciary for the undersigned, the Issuer, or any other person or entity in connection with the transactions contemplated herein, (ii) neither the Placement Agent nor any of its respective Representatives have made, or will make, any representation or warranty, whether express or implied, of any kind or character and have not provided any advice or recommendation in connection with the transactions contemplated herein, (iii) the Placement Agent and its respective Representatives will have no responsibility with respect to (x) any representations, warranties or agreements made by any person or entity under or in connection with the Subscription as contemplated by this Subscription Agreement or the transactions contemplated herein or any of the documents furnished pursuant thereto or in connection therewith, or the execution, legality, validity or enforceability (with respect to any person) of any thereof, or (y) the business, affairs, financial condition, operations, properties or prospects of, or any other matter concerning the Issuer, the Target or the transactions contemplated herein, (iv) the Placement Agent
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and its respective Representatives shall have no liability or obligation (including without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by Subscriber, the Issuer or any other person or entity), whether in contract, tort or otherwise, to Subscriber, or to any person claiming through Subscriber, in respect of the transactions contemplated herein, (v) neither the Placement Agent nor its respective Representatives have made an independent investigation with respect to the Issuer or the Subscribed Shares or the accuracy, completeness or adequacy of any information supplied to Subscriber by the Issuer, and (vi) the Placement Agent has not prepared a disclosure or offering document in connection with the offer and sale of the Subscribed Shares.
(s) Except for the representations and warranties contained in this Section 4, Subscriber makes no express or implied representation or warranty, and Subscriber hereby disclaims any such representation or warranty with respect to the execution and delivery of this Subscription Agreement and the consummation of the transactions contemplated herein.
(t) If Subscriber is located in or receiving this offer in Australia, Subscriber warrants that (i) it is a person or body referred to in Section 708(11) or 708(12) of the Corporations Act 2001 (Cth); or (ii) that a qualified accountant has issued a certificate, no more than six months prior to the date of this Subscription Agreement, confirming that Subscriber (x) has net assets of at least AU$2.5 million; or (y) has a gross annual income for each of the last two financial years of at least AU$250,000 per annum; or (iii) it is otherwise an “exempt offeree” for the purposes of Section 708 of the Corporations Act 2001 (Cth) and does not require disclosure from the Issuer under Part 6D.2 of the Corporations Act in order for the Issuer to issue the Subscribed Shares to Subscriber under this Subscription Agreement; and (iv) it agrees to comply with to Section 707(3) of the Corporations Act 2001 (Cth) and acknowledges Subscriber will be prohibited from on-selling the Subscribed Shares to investors in Australia for a period of 12 months after their issuance unless such purchaser falls within an exception set out in Section 708 of the Corporations Act 2001 (Cth).
5. Registration of Subscribed Shares.
(a) The Issuer agrees that the Issuer will file with the Commission (at the Issuer’s sole cost and expense) a registration statement registering the resale of the shares of Common Stock (the “Registration Statement”) no later than forty-five calendar days after the Closing Date, and the Issuer shall use its commercially reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof, but no later than the earlier of (i) sixty calendar days after the filing thereof (or, in the event the Commission reviews and has written comments to the Registration Statement, the ninetieth calendar day following the filing thereof) and (ii) the tenth Business Day after the date the Issuer is notified (orally or in writing, whichever is earlier) by the Commission that the Registration Statement will not be “reviewed” or will not be subject to further review ((i) and (ii) collectively, the “Effectiveness Deadline”); provided that if such day falls on a Saturday, Sunday or other day that the Commission is closed for business, the Effectiveness Deadline shall be extended to the next Business Day on which the Commission is open for business. The Issuer will use its commercially reasonable efforts to provide a draft of the Registration Statement to the undersigned for review (but not comment) at least two (2) Business Days in advance of filing the Registration Statement; provided that, for the avoidance of doubt, in no event shall the Issuer be required to delay or postpone the filing of such Registration Statement as a result of or in connection with Subscriber’s review. Unless otherwise agreed to in writing by Subscriber, Subscriber shall not be identified as a statutory underwriter in the Registration Statement unless requested by the Commission or another regulatory agency; provided, that if the Commission or another regulatory agency requests that a Subscriber be identified as a statutory underwriter in the Registration Statement, Subscriber will have the opportunity to withdraw from the Registration Statement upon its prompt written request to the Issuer. Notwithstanding the
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foregoing, if the Commission prevents the Issuer from including any or all of the shares proposed to be registered under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of the shares of Common Stock by the applicable shareholders or otherwise, such Registration Statement shall register for resale such number of shares of Common Stock which is equal to the maximum number of shares of Common Stock as is permitted by the Commission. In such event, the number of shares of Common Stock to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders. The Issuer agrees that, except for such times as the Issuer is permitted hereunder to suspend the use of the prospectus forming part of a Registration Statement, the Issuer will use its commercially reasonable efforts to cause such Registration Statement to remain effective with respect to Subscriber until the earlier of (i) two years from the issuance of the shares of Common Stock, (ii) the date on which all of the shares of Common Stock shall have been sold, and (iii) on the first date on which the undersigned can sell all of its shares of Common Stock (or shares received in exchange therefor) under Rule 144 without limitation as to the manner of sale or the amount of such securities that may be sold. If requested by Subscriber, the Issuer shall use its commercially reasonable efforts to (i) cause the removal of the restrictive legends from any shares of Common Stock being sold under the Registration Statement or pursuant to Rule 144 at the time of sale of such Registrable Securities (as defined below) and, at the request of a Holder (as defined below), cause the removal of all restrictive legends from any Registrable Securities held by such Holder that may be sold by such Holder without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions, and (ii) cause its legal counsel to deliver an opinion, if necessary, to the transfer agent in connection with the instruction under subclause (i) to the effect that the removal of such restrictive legends in such circumstances may be effected under the Securities Act, in each case upon the receipt of customary representations and other documentation, if any, from the Holder as reasonably requested by the Issuer, its counsel or the transfer agent, establishing that restrictive legends are no longer required. The Issuer shall use its commercially reasonable efforts to have the legend removal referenced above apply to all shares held by Subscriber in a single transaction. The Issuer will use commercially reasonable efforts to file all reports, and provide all customary and reasonable cooperation, necessary to enable Holder to resell Registrable Securities pursuant to the Registration Statement or Rule 144, as applicable, qualify the Registrable Securities for listing on the applicable stock exchange on which the shares of Common Stock are then listed and update or amend the Registration Statement as necessary to include Registrable Securities. “Registrable Securities” shall mean, as of any date of determination, the shares of Common Stock and any other equity security issued or issuable with respect to the shares of Common Stock by way of share subdivision, dividend, distribution, recapitalization, merger, exchange, replacement or similar event, provided, however, that such securities shall cease to be Registrable Securities at the earliest of (A) three years, (B) the date shares of Common Stock held by a Holder may be sold by such Holder without volume or manner of sale limitations pursuant to Rule 144, (C) the date on which such securities have actually been sold by a Holder, and (D) when such securities shall have ceased to be issued and outstanding. “Holder” shall mean Subscriber or any affiliate of Subscriber to which the rights under this Section 5 shall have been assigned. The undersigned agrees to disclose its beneficial ownership, as determined in accordance with Rule 13d‑3 of the Exchange Act, of shares of Common Stock to the Issuer (or its successor) promptly upon request to assist the Issuer in making the determination described above. The Issuer’s obligations to include the shares of Common Stock in the Registration Statement are contingent upon Subscriber furnishing in writing to the Issuer such information regarding Subscriber, the securities of the Issuer held by Subscriber and the intended method of disposition of the shares of Common Stock as shall be reasonably requested by the Issuer to effect the registration of the shares of Common Stock, and Subscriber shall execute such documents in connection with such registration as the Issuer may reasonably request that are customary of a selling shareholder in similar situations, including providing that the Issuer shall be entitled to postpone and suspend the effectiveness or use of the Registration Statement during any customary blackout or similar period or as permitted hereunder. In the case of the registration
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effected by the Issuer pursuant to this Subscription Agreement, the Issuer shall, upon reasonable request, inform Subscriber as to the status of such registration. Subscriber shall not be entitled to use the Registration Statement for an underwritten offering of shares of Common Stock. Notwithstanding anything to the contrary contained herein, the Issuer may delay or postpone filing of such Registration Statement, and from time to time require Subscriber not to sell under the Registration Statement or suspend the use or effectiveness of any such Registration Statement (A) if it determines that in order for the registration statement to not contain a material misstatement or omission, an amendment thereto would be needed, or (B) if such filing or use could materially affect a bona fide business or financing transactions of the Issuer or would require premature disclosure of information that could materially adversely affect the Issuer, or (C) as may be necessary in connection with the preparation and filing of a post-effective amendment to the Registration Statement following the filing of Issuer’s Annual Report on Form 10-K for its first completed fiscal year following the effective date of the Registration Statement (each such circumstance, a “Suspension Event”); provided, that, (w) the Issuer shall not so delay filing or so suspend the use of the Registration Statement for a period of more than sixty (60) consecutive days or more than two times in any 360‑day period and (x) the Issuer shall use commercially reasonable efforts to make such Registration Statement available for the sale by the undersigned of such securities as soon as practicable thereafter.
(b) Upon receipt of any written notice from the Issuer (which notice shall not contain any material non-public information regarding the Issuer) of the occurrence of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, the undersigned agrees that (i) it will immediately discontinue offers and sales of the shares of Common Stock under the Registration Statement (excluding, for the avoidance of doubt, sales conducted pursuant to Rule 144) until the undersigned receives copies of a supplemental or amended prospectus (which the Issuer agrees to promptly prepare) that corrects the misstatement(s) or omission(s) referred to above and receives notice that any post-effective amendment has become effective or unless otherwise notified by the Issuer that it may resume such offers and sales, and (ii) it will maintain the confidentiality of any information included in such written notice delivered by the Issuer unless otherwise required by law, subpoena or regulatory request or requirement. If so directed by the Issuer, the undersigned will deliver to the Issuer, or in the undersigned’s sole discretion destroy, all copies of the prospectus covering the Subscribed Shares in the undersigned’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the shares of Common Stock shall not apply (w) to the extent the undersigned is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (x) to copies stored electronically on archival servers as a result of automatic data back-up.
6. Termination. This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Business Combination Agreement is terminated in accordance with its terms or (b) upon the mutual written agreement of the Issuer and Subscriber to terminate this Subscription Agreement; provided, that nothing herein will relieve any party from liability for any willful breach hereof (including, for the avoidance of doubt, a Subscriber’s willful breach of Section 2(c) of this Subscription Agreement with respect to its representations, warranties and covenants as of the date of the Closing) prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Issuer shall notify Subscriber of the termination of the Business Combination Agreement promptly after the termination thereof. For the avoidance of doubt, if any termination hereof occurs after the delivery by Subscriber of the Subscription Amount for the Subscribed Shares, the Issuer shall promptly (but not later than one (1) Business Day thereafter) return the Subscription Amount to Subscriber by wire transfer of immediately available funds to the account specified by Subscriber without any deduction for or on account of any tax, withholding, charges, or set-off.
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7. No Short Sales. Subscriber hereby agrees that, from the date of this Subscription Agreement until the Closing Date (or earlier termination of this Subscription Agreement), neither Subscriber nor any Person acting on behalf of Subscriber or pursuant to any understanding with Subscriber will engage in any Short Sales (as defined below) with respect to securities of the Issuer. For purposes of this Section 7, “Short Sales” shall mean all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all short positions effected through any direct or indirect stock pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), or sales or other short transactions through non-U.S. broker dealers or foreign regulated brokers. Notwithstanding the foregoing, (i) nothing in this Section 7 shall prohibit other entities under common management with Subscriber that have no knowledge of this Subscription Agreement or of Subscriber’s Subscription (including Subscriber’s controlled affiliates and/or affiliates) from entering into any Short Sales and (ii) in the case of a Subscriber that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Subscriber’s assets and the portfolio managers have no knowledge of the investment decisions made by the portfolio managers or desks managing other portions of such Subscriber’s assets, the limitations set forth in the first sentence of this Section 7 shall only apply with respect to the portion of assets managed by the portfolio managers or desks that made the investment decision to purchase the Subscribed Shares covered by this Subscription Agreement.
8. Trust Account Waiver. Subscriber hereby acknowledges that the Issuer has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering (the “IPO”) and from certain private placements occurring simultaneously with the IPO (including interest accrued from time to time thereon) for the benefit of the public shareholders of the Issuer and certain other parties (including the underwriters of the IPO). For and in consideration of the Issuer entering into this Subscription Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Subscriber hereby (i) agrees that neither it nor any of its related parties now has or shall at any time hereafter have any right, title, interest or claim of any kind in or to any assets held in the Trust Account or distributions therefrom, and shall not make any claim against the Trust Account (including any distributions therefrom), in each case, regardless of whether such claim arises as a result of, in connection with or relating in any way to this Subscription Agreement or any other matter, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (any and all such claims are collectively referred to hereafter as the “Released Claims”) and (ii) irrevocably waives any Released Claims that it or any of its related parties may have against the Trust Account (including any distributions therefrom) now or in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Issuer and will not seek recourse against the Trust Account (including any distributions therefrom) for any reason whatsoever (including for an alleged breach of any agreement with the Issuer or its related parties). Subscriber acknowledges and agrees that such irrevocable waiver is material to this document and specifically relied upon by the Issuer to induce the Issuer to enter into this document, and such party further intends and understands such waiver to be valid, binding and enforceable against it and its related parties under applicable law. Subscriber agrees not to seek recourse or make or bring any action, suit, claim or other proceeding against the Trust Account as a result of, or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability. Subscriber acknowledges and agrees that it shall not have any redemption rights with respect to the Subscribed Shares pursuant to the Issuer’s organizational documents in connection with the Transaction or any other business combination, any subsequent liquidation of the Trust Account, the Issuer or otherwise. In the event Subscriber or any of its related parties have any claim against the Issuer in connection with, as a result of, relating to or arising out of, this Subscription Agreement, the transactions contemplated hereby or the Subscribed Shares, Subscriber and its related parties (or claimant on any of their behalves or in lieu of any of them) shall pursue such claim solely against the Issuer and its assets outside the Trust Account and not against the Trust Account or any monies or other assets in the Trust Account.
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9. Miscellaneous.
(a) All notices, requests, demands, claims, and other communications hereunder shall be in writing. Any notice, request, demand, claim, or other communication hereunder shall be deemed duly given (i) when delivered personally to the recipient, (ii) when sent by electronic mail, on the date of transmission to such recipient; (iii) one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid), or (iv) four (4) Business Days after being mailed to the recipient by certified or registered mail, return receipt requested and postage prepaid, and, in each case, addressed to the intended recipient at its address specified on the signature page hereof or to such electronic mail address or address as subsequently modified by written notice given in accordance with this Section 9(a).
(b) Subscriber acknowledges that (i) the Issuer will rely on the acknowledgments, understandings, agreements, representations and warranties made by Subscriber contained in this Subscription Agreement and (ii) the Placement Agent will rely on the representations and warranties made by Subscriber and the Issuer, as the case may be, contained in this Subscription Agreement. Prior to the Closing, Subscriber agrees to promptly notify the Issuer and the Placement Agent if it becomes aware that any of the acknowledgments, understandings, agreements, representations and warranties of Subscriber set forth herein are no longer accurate in all material respects. The Issuer acknowledges that Subscriber and others (including the Placement Agent) will rely on the acknowledgments, understandings, agreements, representations and warranties contained in this Subscription Agreement.
(c) Each of the Issuer, the Placement Agent and Subscriber is irrevocably authorized to produce this Subscription Agreement or a copy hereof to any interested party as requested or required by law, rule or regulation in any administrative or legal proceeding or official inquiry with respect to the matters covered hereby; provided that, with respect to production by the Issuer, such party will provide Subscriber with at least three (3) Business Days’ prior written notice of such production to the extent legally permissible and subject to Section 9(s).
(d) Regardless of whether the Closing occurs, Subscriber shall pay all of its own expenses in connection with this Subscription Agreement and the transactions contemplated herein.
(e) Neither this Subscription Agreement nor any rights that may accrue to Subscriber hereunder (other than the Subscribed Shares acquired hereunder, if any) may be transferred or assigned. Neither this Subscription Agreement nor any rights that may accrue to the Issuer hereunder may be transferred or assigned (provided, that, for the avoidance of doubt, the Issuer may transfer the Subscription Agreement and its rights hereunder solely in connection with the consummation of the Transaction and exclusively to another entity under the control of, or under common control with, the Issuer). Notwithstanding the foregoing, Subscriber may assign its rights and obligations under this Subscription Agreement to one or more of its affiliates (including other investment funds or accounts managed or advised by the investment manager who acts on behalf of Subscriber) or, with the Issuer’s prior written consent, to another person, provided that no such assignment shall relieve Subscriber of its obligations hereunder if any such assignee fails to perform such obligations, unless each of the Issuer has given its prior written consent to such relief, and such assignee agrees in writing to be bound by the terms hereof.
(f) All the agreements, representations and warranties made by each party hereto in this Subscription Agreement shall survive the Closing.
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(g) The Issuer may request from Subscriber such additional information as the Issuer may reasonably determine necessary to evaluate the eligibility of Subscriber to acquire the Subscribed Shares, to register the resale of the Subscribed Shares or otherwise consummate or evidence the transaction contemplated by this Subscription Agreement, and Subscriber shall provide such information as may be reasonably requested, to the extent readily available and to the extent consistent with its internal policies and procedures provided that the Issuer agree to keep any such information provided by Subscriber confidential other than as necessary to include in any registration statement the Issuer is required to file hereunder or in connection herewith. Subscriber acknowledges and agrees that if it does not provide the Issuer with such requested information, the Issuer may not be able to register the Subscribed Shares for resale pursuant to Section 5 hereof. Subscriber hereby agrees that the Subscription Agreement, as well as the nature of Subscriber’s obligations hereunder, may be disclosed in any public announcement or disclosure required by the Commission and in any registration statement, proxy statement, consent solicitation statement or any other Commission filing to be filed by the Issuer in connection with the issuance of the Subscribed Shares contemplated by this Subscription Agreement and/or the Transaction, in each case without Subscriber’s prior written consent.
(h) This Subscription Agreement may not be amended, modified, waived or terminated (other than pursuant to the terms of Section 6 above) except by an instrument in writing, signed by each of the parties hereto and the Target; provided, that this Subscription Agreement may be amended, modified, waived or terminated with the written consent of the Issuer, the Target and the holders (together with its affiliates and accounts and funds controlled or managed by it or its affiliates) then committed to purchase a majority of the aggregate number of Subscribed Shares to be purchased at the Closing (or, if after the Closing, the Issuer and the holders then holding a majority of the then issued and outstanding Aggregate Subscribed Shares); provided further, that Section 4, this Section 9(h), and Section 9(j) of this Subscription Agreement may not be amended, terminated or waived in a manner that is material and adverse to the Placement Agent without the written consent of the Placement Agent. Upon the effectuation of such waiver, modification, amendment or termination in conformance with this Section 9(h), such amendment, modification, waiver or termination shall be binding on Subscriber and effective as to all of this Subscription Agreement. The Issuer shall promptly give written notice thereof to Subscriber if Subscriber has not previously consented to such amendment, modification, waiver or termination in writing; provided that the failure to give such notice shall not affect the validity of such amendment, modification, waiver or termination. Notwithstanding anything to the contrary herein, (i) any amendment, modification or waiver that has a disproportionate effect on Subscriber (considered apart from any disproportionate effect owing to the aggregate amount of the Subscribed Shares held by such Subscriber), relative to any of the Other Subscribers shall require the consent of Subscriber and (ii) any amendment to Section 5 or Section 6 of this Subscription Agreement shall require the consent of Subscriber.
(i) This Subscription Agreement constitutes the entire agreement, and supersedes all other prior agreements, understandings, representations and warranties, both written and oral, among the parties hereto, with respect to the subject matter hereof, except that any confidentiality agreement with respect to the undersigned or its affiliates shall remain in full force and effect following the amendment, modification, waiver or termination of this Subscription Agreement.
(j) Except as otherwise provided herein, this Subscription Agreement shall be binding upon, and inure to the benefit of the parties hereto and their heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. The parties hereto acknowledge and agree that (i) the Placement Agent is an express third‑party beneficiary of the representations, warranties and covenants of the Issuer contained in Section 3, the representations, warranties and covenants of Subscriber contained in Section 4, and their express rights set forth in Section 9(h) and this Section 9(j), and (ii) the Target is an express third-party beneficiary of the representations, warranties and covenants contained in this Subscription Agreement. The parties hereto acknowledge and agree that the Target shall be entitled to specifically enforce the Subscriber’s obligations to fund the Subscription Amount and the provisions of this Subscription Agreement of which Target is an express third-party beneficiary on the terms and subject to the conditions set forth in this Subscription Agreement.
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(k) Each of the parties hereto shall be entitled to seek and obtain equitable relief, without proof of actual damages, including an injunction or injunctions or order for specific performance to prevent breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement to cause Subscriber to fund the Subscription Amount and cause the Closing to occur if the conditions in Section 2 of this Subscription Agreement have been satisfied or, to the extent permitted by applicable law, waived by the applicable party entitled to waive any such condition. Each party hereto further agrees that none of the parties hereto, the Target or the Placement Agent shall be required to obtain, furnish or post any bond or similar instrument in connection with or as a condition to obtaining any remedy referred to in this Section 9(k), and each party hereto irrevocably waives any right it may have to require the obtaining, furnishing or posting of any such bond or similar instrument.
(l) If any provision of this Subscription Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Subscription Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect.
(m) This Subscription Agreement may be executed and delivered in one or more counterparts (including by facsimile or electronic mail or in .pdf or any other form of electronic delivery (including any electronic signature complying with U.S. federal ESIGN Act of 2000)) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.
(n) The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Subscription Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties hereto, the Target and the Placement Agent shall be entitled to seek an injunction or injunctions to prevent breaches or threatened breaches of this Subscription Agreement and to enforce specifically the terms and provisions of this Subscription Agreement, this being in addition to any other remedy to which such party is entitled to seek at law, in equity, in contract, in tort or otherwise. The parties hereto further agree not to assert that a remedy of specific enforcement pursuant to this Section 9(n) is unenforceable, invalid, contrary to applicable law or inequitable for any reason and to waive any defenses in any action for specific performance, including the defense that a remedy at law would be adequate. In addition, the prevailing party in any action to enforce the provisions of this agreement shall be entitled to fees and expenses incurred in connection therewith. The parties acknowledge and agree that this Section 9(n) is an integral part of the transactions contemplated hereby and without that right, the parties hereto would not have entered into this Subscription Agreement.
(o) This Subscription Agreement shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the principles of conflicts of laws that would otherwise require the application of the law of any other jurisdiction.
(p) EACH PARTY HEREBY WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OR RELATED TO THIS SUBSCRIPTION AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY OR ANY AFFILIATE OF ANY OTHER SUCH PARTY, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS OR OTHERWISE. THE PARTIES AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF THIS SUBSCRIPTION AGREEMENT OR ANY PROVISION HEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION AGREEMENT.
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(q) The parties agree that all disputes, legal actions, suits and proceedings arising out of or relating to this Subscription Agreement must be brought exclusively in the state courts of New York or in the federal courts located in the state and county of New York (collectively the “Designated Courts”). Each party hereby consents and submits to the exclusive jurisdiction of the Designated Courts. No legal action, suit or proceeding with respect to this Subscription Agreement may be brought in any other forum. Notwithstanding the foregoing, a final judgement in any such action may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each party hereby irrevocably waives all claims of immunity from jurisdiction and any objection which such party may now or hereafter have to the laying of venue of any suit, action or proceeding in any Designated Court, including any right to object on the basis that any dispute, action, suit or proceeding brought in the Designated Courts has been brought in an improper or inconvenient forum or venue. Each of the parties also agrees that delivery of any process, summons, notice or document to a party hereof in compliance with Section 9(a) of this Subscription Agreement shall be effective service of process for any action, suit or proceeding in a Designated Court with respect to any matters to which the parties have submitted to jurisdiction as set forth above.
(r) This Subscription Agreement may only be enforced against, and any claim, action, suit or other legal proceeding based upon, arising out of, or related to this Subscription Agreement, or the negotiation, execution or performance of this Subscription Agreement, may only be brought against the entities that are expressly named as parties (or third-party beneficiaries) hereto and then only with respect to the specific obligations set forth herein with respect to such party. No past, present or future director, officer, employee, incorporator, manager, member, partner, shareholder, affiliate, agent, attorney or other representative of any party hereto or of any affiliate of any party hereto, or any of their successors or permitted assigns, shall have any liability for any obligations or liabilities of any party hereto under this Subscription Agreement or for any claim, action, suit or other legal proceeding based on, in respect of or by reason of the transactions contemplated hereby.
(s) The Issuer shall, by 9:00 a.m., Eastern Time, on the first Business Day immediately following the date of this Subscription Agreement, issue one or more press releases or file with the Commission a Current Report on Form 8‑K (collectively, the “Disclosure Document”) disclosing, to the extent not previously publicly disclosed, all material terms of the transactions contemplated hereby (and by the Other Subscription Agreements), the Transaction and any other material, nonpublic information that the Issuer has provided to Subscriber at any time prior to the filing of the Disclosure Document. Notwithstanding the foregoing, or anything contained to the contrary in Section 9(c), the Issuer shall not publicly disclose the name of Subscriber or any affiliate or investment advisor of Subscriber, or include the name of Subscriber or any affiliate or investment advisor of Subscriber in any press release or in any filing with the Commission or any regulatory agency or trading market, without the prior written consent (including by e‑mail) of Subscriber, except as required by the federal securities laws, rules or regulations and to the extent such disclosure is required by other laws, rules or regulations, at the request of the staff of the Commission or regulatory agency or under Nasdaq regulations, in which case the Issuer shall provide Subscriber with reasonable prior written notice (including by e‑mail) of such permitted disclosure, and shall reasonably consult with Subscriber regarding such disclosure. Subject to the limitations of the following sentence, Subscriber hereby consents to the publication and disclosure in any Form 8‑K filed by the Issuer with the Commission, in any filing with the Commission made in connection with the Business Combination Agreement and the Transaction, including any proxy statement, prospectus or registration statement related thereto or any other filing with the Commission pursuant to applicable securities laws, of Subscriber’s name and identity and the nature of Subscriber’s commitments, arrangements and understandings under and relating to this Subscription Agreement and, if deemed required or appropriate by the Issuer, a copy of this Subscription Agreement. Notwithstanding the foregoing or anything contained to the contrary in Section 9(c), the Issuer may make disclosures to an auditor or governmental or regulatory authority pursuant to any routine investigation, inspection, examination or inquiry without providing Subscriber with any notification thereof, unless Subscriber is the subject of any such investigation, inspection, examination or inquiry (in which case the preceding sentence shall govern).
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(t) The obligations of Subscriber under this Subscription Agreement are several and not joint with the obligations of any Other Subscriber or any other investor under the Other Subscription Agreements, and Subscriber shall not be responsible in any way for the performance of the obligations of any Other Subscriber under this Subscription Agreement or any other investor under the Other Subscription Agreements. The decision of Subscriber to purchase the Subscribed Shares pursuant to this Subscription Agreement has been made by Subscriber independently of any Other Subscriber or any other investor and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Issuer or any of its subsidiaries which may have been made or given by any Other Subscriber or investor or by any agent or employee of any Other Subscriber or investor, and neither Subscriber nor any of its agents or employees shall have any liability to any Other Subscriber or investor (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained herein or in any Other Subscription Agreement, and no action taken by Subscriber or investor pursuant hereto or thereto, shall be deemed to constitute Subscriber and other investors as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that Subscriber and other investors are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Subscription Agreement and the Other Subscription Agreements. Subscriber acknowledges that no Other Subscriber has acted as agent for Subscriber in connection with making its investment hereunder and no Other Subscriber will be acting as agent of Subscriber in connection with monitoring its investment in the Subscribed Shares or enforcing its rights under this Subscription Agreement. Subscriber shall be entitled to independently protect and enforce its rights, including without limitation the rights arising out of this Subscription Agreement, and it shall not be necessary for any Other Subscriber or investor to be joined as an additional party in any proceeding for such purpose.
[Signature pages follow.]
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IN WITNESS WHEREOF, each of the Issuer and Subscriber has executed or caused this Subscription Agreement to be executed by its duly authorized representative as of the date first set forth above.
| HALL CHADWICK ACQUISITION CORP | |||
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| By: | |||
| Name: | |||
| Title: | |||
| Address for Notices: | |||
Signature Page to HCAC Subscription Agreement
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| SUBSCRIBER: | ||
| Signature of Subscriber: | ||
| By: | ||
| Name: | ||
| Title: | ||
| Date: | ||
| Name of Subscriber: | ||
| (Please print. Please indicate name and capacity of person signing above) | ||
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Signature Page to HCAC Subscription Agreement
23
ANNEX A
ELIGIBILITY REPRESENTATIONS OF SUBSCRIBER
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and constitutes a part of the Subscription Agreement.
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Exhibit 99.1
Building America's domestic rare earth supply chain INVESTOR PRESENTATION October 2026 TM business combination with Hall Chadwick Acquisition Corp. (NASDAQ: HCAC)
2 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” LEGAL Disclaimer Purpose. This investor presentation (the "Presentation") is provided for informational purposes only and has been prepared to assist i nte rested parties in making their own evaluation with respect to a potential business combination (the "Transaction") between Hall Chadwick Acquisition Corp ("HCAC ") and REEcycle Holdings, Inc. ("REEcycle" or the "Company") and a related private placement. No offer or solicitation. This Presentation does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, nor a solicitat ion of any vote or approval, in any jurisdiction in which such offer, solicitation or sale would be unlawful. No offering of securities shall be made except by m ean s of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom. Any placement of REEcycle securities will be made only to accredited investors pursuant to an exemption from registration. Forward - looking statements. This Presentation contains forward - looking statements, including statements regarding the Transaction, the Company’s plant commi ssioning and commercial timelines, production capacity, recovery rates, feedstock supply, partnerships with data - centre operators and other c ounterparties, market size and pricing, government support and future financial performance. Words such as “expect”, “target”, “anticipate”, “believe”, “plan”, “will” and simil ar expressions identify forward - looking statements. These statements are based on current expectations and assumptions that are inherently uncertain and subject to risks that could ca use actual results to differ materially, including those described in the risk factors in the appendix and in the registration statement on Form S - 4 relating to the Transaction. Neither REEcycle nor HCAC undertakes any obligation to update forward - looking statements except as required by law. Risk factors. Factors that may cause actual results to differ materially include, without limitation: the Company’s early stage and limited op erating history; the ability to commission and operate the Duncan, Oklahoma demonstration facility and to scale the process to commercial volumes; the availability and cos t of end - of - life magnet feedstock and the performance of the Drive Disassembly Machine; the absence of definitive offtake agreements; rare earth price volatility; reli anc e on patents licensed from the University of Houston, including the licence’s commercial production milestone; changes in government policy and support; environmental, health and saf ety and permitting requirements; the ability to complete the Transaction on the expected timetable, the level of redemptions by HCAC public shareholders and the ability to s ati sfy the minimum cash condition.
3 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” LEGAL Disclaimer (continued) Projections and estimates. Any projections, estimates, targets or forecasts in this Presentation (including capacity, capex, recovery rates, timelines a nd market data) are illustrative, are based on numerous assumptions and have not been independently verified or examined by any independent accountant. They sh oul d not be relied upon as a guarantee of future performance. Certain financial information regarding REEcycle is preliminary and remains subject to completion of audit and S EC review. Industry and market data. Information concerning the rare earth industry, market size, pricing, competitors and public - company comparisons has been obtain ed from third - party sources, company filings and internal estimates. Neither REEcycle nor HCAC has independently verified such information and no re presentation is made as to its accuracy or completeness. Third - party company data is shown for context only and not as a basis for valuation. Additional information and where to find it. In connection with the Transaction, HCAC has filed a registration statement on Form S - 4 to the U.S. Securities and Exchange Commission (the “SEC”) on October 1, 2026, which includes a preliminary proxy statement/prospectus. When available, the defin iti ve proxy statement/prospectus will be mailed to HCAC shareholders. Investors and security holders are urged to read the registration statement, the proxy statement/prospectu s a nd all other relevant documents filed with the SEC because they will contain important information about the Transaction. The registration statement and the other documents fil ed with the SEC may be obtained free of charge at www.sec.gov. Recipients should consult the registration statement in evaluating this Presentation. Participants in the solicitation. HCAC, REEcycle and their respective directors and executive officers may be deemed participants in the solicitation of proxie s f rom HCAC shareholders in connection with the Transaction. Information about HCAC’s directors and officers is set out in its SEC filing s; additional information regarding the interests of participants will be included in the proxy statement/prospectus. Trademarks and defined terms. "REEcycle" and the REEcycle logo are trademarks of Rare Resource Recycling, Inc. All other trademarks are the property of the ir respective owners. "MREO" means mixed rare earth oxide; "DDM" means the Drive Disassembly Machine; "DPA" means the Defense Production Ac t; "tpa" means tonnes per annum. All dollar amounts are US$ unless otherwise stated. Distribution restriction. Certain operating information in this Presentation is drawn from REEcycle’s reporting under its DPA Title III agreement. Coun ter parties referenced in that reporting are described generically in this Presentation and may be disclosed under a non - disclosure agreement.
HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 4 1 Introduction 1 – 6 Cover, disclaimer, Executive Chairman address and board and management 2 The Transaction 7 – 11 HCAC transaction, use of proceeds, PIPE structure and pro forma capital structure 3 The Investment Case 12 – 15 Investment highlights, four U.S. supply challenges and U.S. government backing 4 Market & Industry Overview 16 – 21 National - security priority, structural deficit, magnet demand and AI data centres 5 Technology & Supply 22 – 28 Recycling pathway, patented process, pricing, modular design and North American landscape 6 Commercialization & Team 29 – 32 Strategic roadmap, feedstock and offtake and demonstration plant 7 Financials & Peer Comparison 33 – 35 Management estimates and select public comparable companies CONTENTS Table of Contents
5 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” LEADERSHIP Executive Chairman Address Chairman and substantial shareholder MICK MCMULLEN Lead Investor and Chair 33 years of experience Michael “Mick” McMullen has served as a director and Executive Chair of REEcycle since October 2025 and as a non - executive board chair since August 2022. Mr. McMullen has also served as a director and Executive Chair of Metals Acquisition Corp. II (NYSE:MTAL) since December 2025. Mr. McMullen served as Chief Executive Officer and a director of MAC Copper Limited (formerly Metals Acquisition Corp.), from July 2021 to October 2025, when it was acquired by a wholly owned subsidiary of Harmony Gold Mining Company Limited. Previously, Mr. McMullen served as the CEO and President at Detour Gold Corporation, a gold producer in Canada, from May 2019 to January 2020. From December 2013 to May 2017, Mr. McMullen held various roles at Stillwater Mining Company, including CEO, and as Technical Advisor from May 2013 to December 2018. Mr. McMullen’s prior experience involved the identification, acquisition, development, and operation of a variety of mining assets across North and South America, Europe, Australia and Africa. In addition, he has provided technical and financial advisory services to many of the larger PE funds, activist funds, and banks providing mining finance. Mr. McMullen is a qualified Geologist and received his B.Sc. from Newcastle University in 1992.
6 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” LEADERSHIP Board and Management Mining, processing, government, finance, legal, and capital markets expertise BOARD OF DIRECTORS MICK MCMULLEN Lead Investor and Chair 33 years of experience AMARYLLIS KENNEDY Non - Executive Director 24 years of experience JUSTIN FRONEMAN CEO and Director 23 years of experience JON CHRISTIAN EVENSEN Director 13 years of experience CHUCK MCCONNELL Proposed Non - Executive Director 45 years of experience CHRISTINE O’BRIEN Proposed Non - Executive Director (HCAC nominee) 15 years of experience GREG WOSZCZALSKI Proposed Non - Executive Director (HCAC nominee) 24 years of experience MANAGEMENT AND ADVISORS TAWNYA ERICKSON Chief Operating Officer 15 years of experience MORNÉ ENGELBRECHT Interim Chief Financial Officer 26 years of experience RICK PURDY Chief Commercial Officer 25 years of experience ERIC CARNELL Fractional General Counsel 30 years of experience CHRIS ROSARIO Senior Legal Advisor 20 years of experience Note: HCAC nominees (Christine O’Brien and Greg Woszczalski) are appointed to the board of the combined company only on Closi ng of the Business Combination and are not directors of REEcycle before then.
SECTION 1 The Transaction TM (NASDAQ: HCAC)
8 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” THE TRANSACTION HCAC Transaction All stock; $40M minimum cash; $350M at closing, $50M on the milestone DEAL STRUCTURE $400M Total consideration $350M Payable at closing $50M On Milestone Event 50 tpa MREO over 22 days $40M Minimum cash condition Funds first plant KEY ACTIVITIES KEY TERMS BCA signed $400M all - stock vend into HCAC Ongoing support Mr. McMullen and two advisors of HCAC committed to contribute $700k each to PIPE financing; collectively $2.1m Plant capital and a listing Public market visibility necessary to scale production and attract widespread investor capital Board composition REEcycle nominates 5 of 7 directors Management continuity REEcycle management fills all executive roles All - stock transaction No cash consideration; all stock rolls over Aligned interests: lock - up 6 - month lock - up: REEcycle, Sponsor and adviser shares Nasdaq listing and capital Listed equity; plant capital Closing conditions Shareholder approvals, SEC effectiveness, Nasdaq approval
9 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” THE RAISE Leveraging Raised Capital for Value PIPE of ~US$50M funds the first 160 tpa REE sized plant¹ Amount (US$ millions) Sources 50 Private investment in public equities / non - redemption agreements for funds in trust Uses 33 Capital expenditure for the development of 160 tpa commercial REE recycling plant in Duncan, Oklahoma 7 Working capital / DDM deployment / feedstock procurement / commissioning 10 Transaction costs 50 Total 66% 14% 20% Capital expenditure (Duncan, OK plant) Working capital / DDM / feedstock Transaction costs INDICATIVE TIMELINE COMPLETE LOI executed 1 Apr 2026 COMPLETE BCA signed 31 May 2026 COMPLETE PCAOB audit complete; Q2 2026 review pending 12 August 2026 COMPLETE S - 4 submitted DRS 12 Aug 2026; S - 4 1 Oct 2026 NEXT GATE SEC review ~30 to 60 days to go (30 days elapsed) STEP 6 Shareholder vote Post - clearance STEP 7 Close Q4 2026 ¹ Indicative; final size and terms subject to redemptions, demand and final documentation.
10 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” THE RAISE HCAC PIPE: Structure and Terms As of October 1, 2026, the only binding PIPE agreements are those executed with entities managed and/or controlled by Mr. McMullen and two advisors of HCAC PIPE FUNDS THE US$40M MINIMUM CASH CONDITION STRUCTURE TERMS AND CONDITIONS Issuer HCAC, domesticated in Delaware, Nasdaq - listed at Closing Security Common stock, one class Issue price US$10.00 per share Indicative size Up to ~US$50M, subject to redemptions Sizing driver Only to the extent of redemptions S - 4 illustration ~US$51.8M (5,180,000 shares) at 100% redemptions; nil at ≤75% Use of proceeds US$40M minimum cash condition; first 160 tpa plant Funding and timing At Closing; Q4 2026 target Conditions Shareholder approvals, SEC effectiveness, Nasdaq approval, US$40M cash Eligibility US accredited investors and QIBs; Regulation D Status at the S - 4 No binding subscription agreement Lock - up None for PIPE; 6 months for REEcycle, Sponsor, advisers Registration Customary Registration Rights Placement agent Cohen & Company Capital Markets Minimum ticket, warrants No minimum; common equity only Priority allocation Priority to pre - close placement participants No PIPE needed at ≤75% redemptions; ~US$50M at 100%
11 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” THE TRANSACTION Pro Forma Capital Structure 35M shares at close + 5M shares on m ilestone; no cash adjustment AT MILESTONE EVENT AT CLOSING Shareholder % Shares % Shares 60.1% 40,000,000 58.2% 35,000,000 REEcycle securityholders (fully diluted)¹ 1.4% 900,000 1.3% 787,500 Empire Capital (mandate fee)² 10.5% 7,000,000 10.2% 6,125,000 Adviser shares: HCAC nominees³ 4.5% 3,000,000 4.4% 2,625,000 Adviser shares: REE nominees⁴ 12.8% 8,497,293 14.1% 8,497,293 HCAC Sponsor and placement shares⁵ 3.2% 2,131,400 3.5% 2,131,400 Share rights conversion (all units)⁶ 7.5% 5,000,000 8.3% 5,000,000 IPO public shareholders and PIPE⁷ 100.0% 66,528,693 100.0% 60,166,193 TOTAL ISSUED SHARE CAPITAL ¹ REEcycle: 35M shares at Closing + 5M Earnout Shares on Milestone Event. ² Empire Capital mandate fee = 2.25% of REEcycle consideration (787,500 at close; 112,500 on Milestone Event). ³ HCAC nominee adviser shares: 6,125,000 issued at/before close + 875,000 Deferred Shares on Milestone Event. ⁴ REEcycle nominee adviser shares: 2,625,000 issuable post - close at REE’s election + 375,000 Deferred Shares on Milestone Event. ⁵ HCAC Sponsor & Placement: 7,883,293 Class B founder shares (per most recent HCAC 8 - K filed) + 380,000 sponsor placement shares + 234,000 underwriter placement shares (per HCAC 8 - K filed); Class B shares convert one - for - one into Class A shares at the Domestication, disapplying the charter adjustment. ⁶ Share Rights: 21,314,000 rights outstanding (one per IPO and placement unit) ÷ 10 = 2,131,400 shares at Closing (per HCAC 8 - K). All post - close issuances subject to balance of 6 - month lock - up measured from Closing. ⁷ IPO Public & PIPE: assumes substantially all HCAC public Class A shares redeem. If a PIPE is needed capital is raised at $10.00/share to satisfy the $40M minimum cash condition; final mix subject to redemption levels and PIPE size. ⁸ Earnout Shares not earned by the 7th anniversary of Closing are forfeited.
SECTION 2 The Investment Case TM (NASDAQ: HCAC)
13 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” INVESTMENT CASE Investment Highlights US feedstock, US processing, US oxide U.S. Circular Supply Chain ▪ Magnet scrap → Nd, Pr, Dy, Tb; fully domestic ▪ Dy/Tb ~40% of value¹, export - controlled Fastest, Cheapest New Supply of Strategic Rare Earths ▪ ~US$40M, ~18 months; a mine >10 years² ▪ No tailings or permitting; heat, water, weak acid Patented and Proven Recycling ▪ Two University of Houston patents, exclusive license; three labs ▪ ~92% net recovery; scaled 10 g → 45 kg US Government Aligned and Backed ▪ US$5.1M DPA Title III award ▪ DPA s.101 (Jul 2026) keeps scrap onshore Multiple Possible Feedstock Sources ▪ Data Centers → DDM: up to 25,000 HDDs/month ▪ Data Centre operator and server OEM engaged with DDM offering Near - Term Catalysts ▪ Demo plant commissioning and commercial plant feasibility Q4 2026 ▪ US$400M HCAC merger Q4 2026; 160 tpa MREO plant 2027 US rare earth recycler and processor listing in NASDAQ (1) REEcycle calculation: MREO assay 94% NdPr / 4% Dy+Tb, valued at Platts CIF North America March 2026 oxide prices, Dy:Tb 3 :1. (2) IEA, The Role of Critical Minerals in Clean Energy Transitions.
14 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” POSITIONING Four US Supply Challenges, Four Answers Four bottlenecks; REEcycle answers each CHALLENGE SOLUTION Current supply chain concentrated in China¹ → US feedstock, processing and oxide New mines: >10 years, capital intensive → ~18 - month plant build; no mine permitting Dy/Tb choke point: China export controls since Apr 2025 → Dy/Tb recovered as standard; three labs verified Mining: energy - intensive, tailings, radioactive waste → Low - energy hydromet; water reused GOVERNMENT FUNDING AND POLICY SUPPORT Department of War DPA s.101 determination (30 Jul 2026) restricts scrap exports White House US$5.1M DPA Title III award Department of Treasury IRA s.45X production credit available Department of Energy Critical - materials and recycled - feedstock programs (1) US Department of Energy, February 2022, "Rare Earth Permanent Magnets"; CSIS. Programs listed are available or awarded; a vai lability of future support is not assured.
HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 15 U.S. GOVERNMENT FUNDED AND PATENTED TECHNOLOGY Source: ¹ Department of Defense; 2 Chemical & Engineering News; 3 Brownstein; 4 Metal Tech News Government - Funded U.S. Federal capital secured Patented Technology Licensed from University of Houston Independently Validated Third - party expert review • $5.1M Defense Production Act (Title III) award; ~$4.2M remaining, paid monthly against qualifying spend 1 • Part of a wave of U.S. federal REE support: MP Materials $1.2B 2, USA Rare Earth $1.2B 3, Vulcan/ReElement ~$1B 4, Lynas price - floor • Subject to completion of the transaction and the minimum cash, REEcycle is expected to be funded to commercial scale • Two patents (granted in 2019 and 2020) exclusively licensed to REEcycle from the University of Houston • Novel application of established hydrometallurgical (solvent - extraction) chemistry • University consented to the Transaction — no change - of - control risk on core IP • First - mover position and proprietary DDM (Drive Disassembly Machine) feedstock compound the protection • Independent Technical Expert (Dr John Mair, JLM Advisory) assessed the platform as technically credible and commercially compelling. Dr Mair has in - depth knowledge of the REE processing methodologies, through both research and feasibility and development oversight of the world - class Kvanefjeld REE Project in Greenland. • Validated by independent laboratories; Pilot plant first operated in 2022 and relocated to larger site in Oklahoma to accommodate scale up Backed by the U.S. Government
SECTION 3 Market & Industry Overview TM (NASDAQ: HCAC)
HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 17 WHY NOW Rare Earths Are a National Security Priority The strategic problem • Neodymium, praseodymium, dysprosium and terbium are the core of high - performance permanent magnets — powering EV motors, precision - guided munitions, wind turbines, and advanced radar and sonar • The U.S. sources the overwhelming majority of separated and refined rare earths from China — a dependency repeatedly flagged as a critical national security vulnerability • Heavy rare earths Dy and Tb — together ~40% of basket value — have been under Chinese export controls since April 2025 1 • REE demand is forecast to nearly triple by 2035 while Chinese - dominated supply falls short, widening a structural deficit 2 Recycling is believed to be the only near - term domestic fix Recovering REEs from end - of - life NdFeB magnets — in discarded drives, decommissioned defense gear, EV motors and industrial machinery — closes the loop with a domestic circular supply chain that is faster, lower - capex and entirely U.S. - controlled. REEcycle closes the loop on the materials modern defense and clean - energy systems depend on. Source: ¹ Mofcom.gov.cn; 2 Reuters Commodities
HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 18 MARKET DEFICIT A Large Market in Structural Deficit ¹ $19B - >~$37B REE market 2025 → 2034 ~3x Demand growth by 2035 <1% Of REEs recycled today 40% Of basket value is Dy/Tb* Structural, policy - driven deficit REE demand is forecast to nearly triple by 2035 — driven by EVs, wind and defense — while Chinese - dominated supply falls short. Heavy rare earths Dy and Tb have been under Chinese export controls since April 2025. The U.S. has committed billions (IRA, CHIPS Act, DoD) to domestic supply. Public markets are re - rating domestic players ** MP Materials de - SPAC 2020 @ ~$10 ~$49 today · +~390% · ~$10.2B mkt cap USA Rare Earth de - SPAC 2025 @ ~$10 ~$15 today · +~50% · ~$4.2B mkt cap Notes: *Heavy rare earths Dy/Tb. **MP Materials and USA Rare Earth Public - market data: NYSE/Nasdaq, Sep 25 2026; shown for context, not as a valuation basis. 93 140 200 270 90 120 150 185 2025 2028 2031 2034 Demand Supply Demand outpacing supply (kt REO) Source: ¹ Reuters Commodities
19 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” DEMAND AREAS & APPLICATIONS Non - Cyclical Magnet Demand Demand set by defence programmes and installed hardware COMMERCIAL DEMAND GROWING Driven by NdFeB magnets Projected rare earth market¹ ~7.6% CAGR (2025 to 2034) $19B $37B 2025 2034 Magnet REE demand doubled since 2015; then “more than 30% by 2030” (IEA, 2026). Magnets: largest application, 37.5% of the 2024 market¹ Magnet segment growth 7.8% CAGR, 2025 to 2034¹ US DEFENCE BUDGET DRIVES RARE EARTH DEMAND US FY2027 defence request: US$1.5T, up 44% on FY2026² ~$260 Billion Base procurement $65.8 Billion Shipbuilding, largest since 1962 (real terms) $48.8 Billion Critical minerals, within $100B+ industrial base Defence platforms use large magnet volumes Nd | Pr | Dy | Tb = REEcycle’s MREO output Rare earth content per platform³: ~920 lb F - 35 Lightning II ~5,200 lb Arleigh Burke destroyer ~9,200 lb Virginia - class submarine Defence applications Guidance and control Fin actuators, missile guidance Disk drive motors, aircraft and tanks Command and control centres Targeting and EW Lasers for mine detection Interrogators, underwater mines Countermeasures Communication Satellite communications Radar and sonar, ships and subs Optical equipment (1) Global Market Insights, Rare Earth Metals Market report, December 2025 (gminsights.com/industry - analysis/rare - earth - metals - m arket): US$19.0B (2025) to US$36.7B (2034), 7.6% CAGR; magnets 37.5% share (2024), 7.8% CAGR. (2) Greenberg Traurig, Understanding the President’s FY 2027 Budget Request for the Department of War, May 2026 (request released 3 April 2026); IEA, Rare Earth Elements, April 2026, executive summary. (3) Congressional Research Service, R41744, Rare Earth Elements in National Defense: platform quantities (H.Rept. 112 - 329); applications from Figures 1 to 5.
20 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” GROWTH & CONCENTRATION Demand Growth Requires New Ex - China Supply Mines take a decade or more; recycling ~18 months EX - CHINA SUPPLY VS 2035 DEMAND (IEA)¹ 50% 25% 20% 50% 75% 80% Mining Refining Magnet manufacturing Met by existing and announced ex - China projects Unmet gap (% of 2035 ex - China demand) >120 kt magnet REE demand by 2030; doubled since 2015¹ +50% ex - China magnet REE demand by 2035¹; <1% recycled today³ Demand growth needs new ex - China supply. Announced projects cover a quarter of 2035 refining. CHINA CONCENTRATION, 2024² Oct 2025 China export controls: US$6.5T/yr of ex - China output at risk (IEA, 2026) NdFeB supply chain: China share Mining 59% Refining 91% Sintered magnets 94% Dy / Tb refining 99% KEY STATISTICS² ~25% of 2035 ex - China refining demand met (IEA) US$60B investment needed outside China by 2035 (IEA) (1) IEA, Rare Earth Elements, 8 Apr 2026, executive summary (iea.org/reports/rare - earth - elements): demand doubled since 2015, +3 3% by 2030, >120 kt by 2030; ex - China demand +50% by 2035; ex - China projects meet ~50% of 2035 mining, 25% refining, <20% magnets; ~US$60B investment; US$6.5T/yr at risk. (2) IEA 2026: China 2024 share of mining 60%, ref ini ng 91%, magnets 94%; Adamas Intelligence, Magnet Market Outlook to 2040, Dec 2025 (Dy/Tb >99%). (3) Fastmarkets, 3 Nov 2025.
21 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” STRUCTURAL TAILWINDS Stream The build - out buys our oxide and supplies our feedstock AI PULLS ON MAGNET - BEARING HARDWARE ~US$400B five largest hyperscalers’ 2025 capex¹ Sold out HDDs for 2026; retail HDD prices up ~46%² 18 Months per ~US$40M, 160 tpa MREO plant vs >10 years³ for a mine WHERE THE MAGNETS SIT Hard disk drives ~10 to 15 g NdFeB per drive⁴ Cooling and power Fans, pumps and motors in cooling and power systems¹ Grid build - out Direct - drive wind: 51 to 180 kg Nd per MW; magnets up to 4 t per turbine⁵ DATA CENTRES: FEEDSTOCK SOURCE AND END - MARKET Data - centre hardware retires 5 to 7 yr refresh The closed loop Same magnets twice: recovered, then resold. Decommissioning / ITAD Magnets residual Drive Disassembly Machine ~25,000 HDDs a month per unit REEcycle MREO Nd, Pr, Dy, Tb recovered New drive magnets HDDs sold out for 2026 KEY STATISTICS 20M to 70M HDD Annual US end - of - life HDD feedstock⁴ 3 DDMs targeted with a US data - centre operator, 4Q26 2 partners data - centre operator and server OEM (1) Mining.com, 17 Jul 2026 (Sprott webcast): five largest hyperscalers ~US$400B 2025 spend; IEA: AI data centres ~3% of magn et REE demand by 2030; magnets in data - centre cooling, storage and communications. (2) Tom’s Hardware, 16 Feb 2026: Western Digital CEO, Q2 FY2026 call, “sold out for calendar 2026”; HDD prices up 46% since Sep 2025. (3) IEA, Th e R ole of Critical Minerals in Clean Energy Transitions, 2021, “Reliable supply of minerals”: over 16 years on average from discovery to first production; plant cost and build time are REEcycle estimates. (4) nlr.gov/news/detail/program /20 21/in - a - circular - economy - hard - drives - could - have - multiple - lives - in - the - future. (5) European Commission JRC, EUR 30488 EN, 2020, Table 3 and p. 6. AI Data Centers : Demand Wave and Feedstock
SECTION 4 Technology & Supply TM (NASDAQ: HCAC)
HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 23 THE SOLUTION Supply Electricity & Diesel Mining Magnetic Separation Flotation Separation Calcination Water Leaching & Impurity Removal Extraction & Roasting Electricity Water & Chemical Process Sulfuric Acid & Heat Water & Iron Chloride Hydrochloric Acid, Oxalic Acid, & Heat Mine Tailings Niobium & Impurities Water & Air Emissions Impurities Radioactive Byproducts Heat, Water, & Weak Acid Metal Oxides (95% Iron Oxide) End Of Life Magnets Demagnetization Crushing (H Decrepitation) Chemical Extraction REEcycle : Two Patents Exclusively Licensed (2019 & 2020) RARE EARTH OXIDES MINING: Takes many years to develop and is CAPEX intensive REECYCLE: 18 months to commission LARGE SCALE NEW MINE $100M – $2BN+ 1 REECYCLE ~$40M modular plant in 18 months VS Source: ¹ Mining Industry Recycling: The Fastest, Lowest - Risk Path to New
24 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” PROCESS Patented Process, Verified Product Magnets in, oxide out: five steps, ~92% net recovery, three labs TWO UNIVERSITY OF HOUSTON PATENTS LICENSED EXCLUSIVELY 1 Decoat and size Decoated and sized by hydrogen decrepitation → 2 Solvent processing Proprietary solvent system → 3 Separation REEs separated from iron and boron → 4 Extraction Oxides extracted; iron and boron filtered → 5 Water reuse and packing Water reused; oxide packed for offtake VERIFIED PRODUCT: NdPr MIXED RARE EARTH OXIDE ~94% NdPr in the oxide ~4% Dysprosium and terbium ~92% Net recovery rate 3x labs Independent verification Exceeds offtaker specs; five customer samples. Exclusive licence, patented process
HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 25 Source vs China Tb₄O₇ ($/kg) Dy₂O₃ ($/kg) Pricing Tier SMM 1.0x $780 $177 China EXW Domestic Argus Media ~1.6x $1,140 $290 FOB China Export Strat. Metals Invest ~4.4x $4,200 $930 Western ex - China Spot DOD / MP Materials ~5.5x $5,000 $1,100 US Premium (IRA/DOD) REEcycle Pricing* Dy $1,125 / Tb $4,500 = Western spot ✓ *Gross Price Estimate. Company may apply a market adjustment to include a separator discount Previous HCAC Model Pricing Dy $290 / Tb $1,140 = Stale FOB China ✗ Post - 2025 China export controls created a structural price bifurcation: Western heavy REE prices are 4.4 – 5.5 × China domestic and forecast to widen further. MARKET PRICING China domestic is the lowest price. A US - based producer commands the highest premium REE Pricing: Why Location Matters
26 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” PATHWAY COMPARISON REEcycle Modular Design Scaleable Modular process, multiple plants. Supply that can be added in months, not decades Pathway Product value Hazardous waste Capex Scalability REEcycle: magnet → oxide High Low Low High Magnet → magnet High Low Med Med Mixed e - waste → oxide High Med Med Med Mine - waste recovery Med Med Med Low Mining and processing High High Very high Low Highest - value waste fraction, low capex, little hazardous residue; capacity added in ~18 months. Targeting >3 US plants, then Europe Rating: Favourable Moderate Unfavourable Note: hazardous waste reflects relative volume and toxicity of process by - products. Sources: NETL/US DoE; US EPA; Global Industr y Standard on Tailings Management; Global E - waste Monitor 2024.
27 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” POSITIONING Capex vs. Scalability REEcycle’s modular commercial plants have unrivaled scalability High Low SCALABILITY → Low Very high CAPEX → REEcycle: magnet to oxide Magnet to magnet Mixed e - waste to oxide Mine - waste recovery Mining and processing KEY TAKEAWAYS • REEcycle is in the “favourable” quadrant: high scalability at the lowest capex of any pathway shown • REEcycle modular plant capacity is added plant - by - plant, not through one capital heavy build • Every alternative is higher - capex or slower to scale • Primary mining ( >10 year mine lead times) makes REEcycle the fastest, lowest - capex path to new supply Favourable Moderate Unfavourable Source: all pathways other than REEcycle positioned per IEA, The Role of Critical Minerals in Clean Energy Transitions (2021) (e .g. new mines take on average over 16 years from discovery to first production). REEcycle magnet - to - oxide capex (~$40M) and ~18 - month build are management estimates, subject to finalization of the feasibility study.
HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 28 VALUATION* ($mm) HIGHLY SCALABLE MODULAR SYSTEM LOW CAPEX ENVIRONMENTALLY FRIENDLY LOW HAZARDOUS WASTE HIGH PRODUCT VALUE PROCESS Magnet to Oxides 400+ ~170 Mixed E - Waste to Oxides 800+ Magnet to Magnet 10,000+ Mining & Processing ~395 Mine Waste Recovery Source: Dealroom, Factset and Pitchbook as of 9/25/2026. NORTH AMERICAN REE LANDSCAPE REEcycle is Positioned to be an early mover in North American & EU NdFeB Magnet Recycling
SECTION 5 Commercialization & Team TM (NASDAQ: HCAC)
30 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” EXECUTION Well Positioned to Execute on Its Strategic Roadmap Demonstration Plant to be completed imminently; 160 tpa MREO sized plant to start up in late 2027 FIRST SCALABLE US MAGNET RECYCLER COMMERCIAL PROCESSING FEASIBILITY OCT 2026 First 160 tpa MREO sized commercial plant in late 2027 DDM ROLL - OUT: AI DATA CENTRES ROLL - OUT FROM Q4 2026 Disk disassembly machine turns data - centre drives into feedstock PRODUCT AND OFFTAKE IN PROGRESS Verified product: ~94% NdPr, ~4% Dy/Tb at ~92% net recovery, confirmed by three independent labs DEMONSTRATION PLANT COMMISSIONING OCT 2026 Duncan, Oklahoma demo plant (12 tpa) commissions in October 2026 following successful Houston, Texas pilot plant FEEDSTOCK ESTABLISHED Feedstock secured for demo plant, with estimated supply of 18 months US$5.1M DPA Title III awarded; policy and administration tailwinds.
HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 31 COMMERCIAL PIPELINE Feedstock & Offtake Feedstock • Over a year of feedstock stockpiled and ready to process • Proprietary DDM network secures HDD magnet supply (~1,600 tpa U.S.) • Approached by several major Western REE magnet producer and separator • DDM pilot completed Q4 2025 with a large data - center end - user; further trials in discussion Offtake • Strong interest from several U.S. and European rare earth refiners for separation and marketing of REEcycle's oxides • Agreements with global and U.S. partners under evaluation for collection, disassembly and supply FEEDSTOCK SOURCES · ~20,000 TPA Wind Turbines ~5,000 t/yr ~2 – 3 t magnets each Electric Vehicles ~4,000 t/yr* ~3 kg each Hard Disk Drives ~1,600 t/yr ~16 g each Open MRI ~3,000 t/yr ~3 t each
32 HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” OPERATIONS Demonstration Plant 12 tpa demonstration plant anticipated to be commissioned in October 2026 DDM and supply DDM Cooling tower and reactor Reactor Boiler Sieve Kiln and oven Steam lines installed
SECTION 6 Financials & Peer Comparison TM (NASDAQ: HCAC)
HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 34 SUMMARY FINANCIALS ($M) (Y4) 2029E (Y3) 2028E (Y2) 2027E (Y1) 2026E $M $144.1 $83.5 $7.8 $0.6 Revenue 72.6% NM NM NA Growth % $79.3 $46.2 $4.7 $0.3 Gross Profit 55.0% 55.4% 60.3% 46.5% Margin % $77.6 $44.5 $2.9 ($1.2) Adj. EBITDA 53.8% 53.2% 37.6% NM Margin % ~164% Revenue CAGR, 2027E – 2029E ~$144M 2029E Revenue ~54% 2029E Adj. EBITDA Margin Company’s estimated ramp up from demonstration to commercial scale: first commercial plant targeted 2027, with a modular path to additional U.S. plants driving the 2028E – 2029E inflection. Note: REEcycle financials are based upon management estimates only and should not be relied upon as guarantees of future performance. KEY NUMBERS Management Estimates
HCAC Business Combination with REEcycle “Building America’s domestic rare earth supply chain” 35 EV / Adj. EBITDA 29E EV / Adj. EBITDA 28E EV ($M) Company 5.2x 9.0x $400 REEcycle 18.9x 20.2x $10,243 MP Materials (NYSE: MP) 10.0x 7.1x $4,199 USA Rare Earth (NASDAQ: USAR) 7.2x 13.0x $2,058 Energy Fuels (NYSE: UUUU) 2.9x NM $421 Niocorp Developments (NASDAQ: NB) 8.6x 13.0x Peer median REEcycle at $400M — Implied Discount to Peer Median Implied Discount Peer Median REEcycle Metric ~30% 13.0x 9.0x EV / 2028E Adj. EBITDA ~40% 8.6x 5.2x EV / 2029E Adj. EBITDA BENCHMARKING Select Public Comparable Companies Source: FactSet data as of 9/25/2026. REEcycle financials are based upon management estimates only and should not be relied upon as guarantees of future performance. Note: NM denotes multiples greater than 100x or based on a negative denominator. U.S. listed rare earth producers, processors and developers
Thank You TM (NASDAQ: HCAC)
Exhibit 99.2
Hall Chadwick Acquisition Corp. and REEcycle Holdings, Inc. Announce Filing of Registration Statement on Form S-4 and Release Updated Investor Presentation
NEW YORK, October 2, 2026 (GLOBE NEWSWIRE) – Hall Chadwick Acquisition Corp. (NASDAQ: HCAC) (the “Company”) and REEcycle Holdings, Inc. (“REEcycle”) jointly announced the filing of the registration statement on Form S-4 with the U.S. Securities and Exchange Commission (the “SEC”) on October 1, 2026, in connection with the previously announced proposed business combination (the “Business Combination”). The registration statement includes a preliminary proxy statement/prospectus. It has not yet been declared effective by the SEC.
The Company and REEcycle have also released an updated investor presentation for use in connection with the Business Combination. The presentation has been furnished to the SEC as an exhibit to a Current Report on Form 8-K and is available on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Additional Information and Where to Find It.
On October 1, 2026, the Company and REEcycle filed a registration statement on Form S-4 (the “Registration Statement”) with the SEC. The Registration Statement includes a proxy statement to be distributed to the Company’s shareholders in connection with the Company’s solicitation of proxies for the shareholder vote in connection with the Transactions (as defined in the Business Combination Agreement), the prospectus relating to the offer of securities to be issued in connection with the Merger, and other matters to be described in the registration statement. Following the effectiveness of the Registration Statement as declared by the SEC, the Company will mail a definitive proxy statement/prospectus and other relevant documents to its shareholders as of the record date established for voting on the Business Combination. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, HALL CHADWICK ACQUISITION CORP.’S SHAREHOLDERS AND OTHER INTERESTED PARTIES ARE URGED TO READ, WHEN AVAILABLE, THE JOINT PROSPECTUS/PROXY STATEMENT INCLUDED WITHIN THE REGISTRATION STATEMENT, AND ANY AMENDMENTS THERETO, AND THE DEFINITIVE PROXY STATEMENT/REGISTRATION STATEMENT AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SEC IN CONNECTION WITH HALL CHADWICK ACQUISITION CORP.’S SOLICITATION OF PROXIES FOR THE EXTRAORDINARY GENERAL MEETING OF ITS SHAREHOLDERS TO BE HELD TO APPROVE THE BUSINESS COMBINATION AGREEMENT, MERGER AND OTHER MATTERS AS DESCRIBED IN THE PROXY STATEMENT/REGISTRATION STATEMENT BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION ABOUT HALL CHADWICK ACQUISITION CORP., REECYCLE, AND THE PROPOSED TRANSACTIONS. Shareholders and other interested parties may obtain a copy of these documents, without charge, at the SEC’s website located at www.sec.gov or by directing a written request to the Company, Attn: Corporate Secretary, 1 North Bridge Road #18-06 High Street Centre Singapore, 179094.
NEITHER THE SEC NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS, PASSED UPON THE MERITS OR FAIRNESS OF THE TRANSACTIONS OR ANY RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PRESS RELEASE. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.
Participants in the Solicitation.
REEcycle, the Company, and their respective directors, executive officers, management and employees, under SEC rules, may be deemed to be participants in a solicitation of proxies of the Company’s shareholders in connection with the Business Combination Agreement. Investors and shareholders may obtain more detailed information regarding the names, affiliations, and interests of the Company’s directors and executive officers in its filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on April 15, 2026, as amended on September 23, 2026, and as further amended on September 30, 2026. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies of the Company’s shareholders in connection with the Business Combination Agreement will be set forth in the proxy statement/registration statement, along with information concerning the interests of REEcycle’s and the Company’s participants in the solicitation. Such interests may in some cases be different from those of REEcycle’s or the Company’s equity holders generally. Investors and security holders may obtain free copies of these documents as described above.
Forward-Looking Statements
This press release includes “forward-looking statements” with respect to Hall Chadwick Acquisition Corp. (“HCAC”) and REEcycle Holdings, Inc. (“REEcycle”). Forward-looking statements generally relate to future events, including, without limitation, statements regarding the anticipated timing and benefits of the Transaction, and REEcycle’s future financial or operating performance. The expectations, estimates, and projections of the businesses of HCAC and REEcycle may differ from their actual results, and consequently, you should not rely on these forward-looking statements as predictions of future events. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expect,” “intend,” “will,” “estimate,” “project,” “budget,” “forecast,” “plan,” “anticipate,” “believe,” “predict,” “potential,” or “continue,” or the negatives of these terms or variations of them or similar terminology. In addition, these forward-looking statements include, without limitation, statements regarding REEcycle’s expectations with respect to future performance and anticipated financial impacts of the Transaction, the satisfaction of the conditions to, and the timing of the completion of the Transaction. Such forward-looking statements are subject to risks, uncertainties (some of which are beyond the control of REEcycle and/or HCAC), and other factors which could cause actual results to differ materially from those expressed or implied by such “forward-looking statements”, and consequently, you should not rely on these forward-looking statements with respect to HCAC and REEcycle. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by REEcycle and its management, as the case may be, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, without limitation: (1) the occurrence of any event, change or other circumstances that could give rise to the termination of definitive agreements; (2) the outcome of any legal proceedings that may be instituted against REEcycle, HCAC or others following the announcement of the Transaction; (3) the inability to complete the Transaction due to the failure to obtain consents and approvals of shareholders or the SEC’s declaration of the effectiveness of the Registration Statement; (4) failure to obtain financing to complete the transactions or to satisfy other conditions to closing; delays or failures to obtain necessary regulatory approvals required to complete the transactions; (5) changes to the proposed structure of the Transaction as a result of applicable laws, regulations or conditions; (6) the risk that the Transaction disrupts current plans and operations of REEcycle; (7) projections, estimates and forecasts of revenue and other financial and performance metrics; (8) projections about industry trends and market opportunity; expectations relating to the demand for REEcycle’s services; (9) REEcycle’s ability to scale and grow its business; (10) the cash position of REEcycle following the closing; (11) the risk that the Transaction disrupts current plans and operations of REEcycle as a result of the announcement and consummation of the Transaction; (12) the ability to recognize the anticipated benefits of the Transaction, which may be affected by, among other things, competition, the ability of REEcycle to successfully commercialize its business, and REEcycle’s ability to source and maintain key relationships with management and key employees; (13) the ability of the combined company to grow and manage growth profitably, continue developing its properties, maintain relationships with customers and suppliers, and retain its management and key employees; (14) costs related to the Transaction; (15) the possibility that REEcycle and/or its related entities may be adversely affected by other economic, business, and/or competitive factors; (16) risks relating to REEcycle’s anticipated operations and business; (17) the risk that REEcycle does not ever enter into any definitive agreements in connection with commercialization of its technology; (18) the risk that REEcycle is pursuing an emerging market; (19) the amount of redemption requests made by the HCAC public shareholders; and (20) other risks and uncertainties set forth under “Risk Factors” and other documents filed, or to be filed, with the SEC by HCAC and/or REEcycle, including the Registration Statement, and HCAC’s other filings with the SEC, as well as any further risks and uncertainties to be contained in the Proxy Statement/Prospectus filed after the date of this press release. In addition, there may be additional risks that neither HCAC nor REEcycle presently know, or that REEcycle currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. Nothing in this press release should be regarded as a representation by any person that the forward-looking statements will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Except as may be required by law, REEcycle and HCAC do not undertake any duty to update these forward-looking statements. The inclusion of any statement in this communication does not constitute an admission by REEcycle and HCAC, or any other person, that the events or circumstances described in such statement are material.
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No Offer or Solicitation.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful before registration or qualification under the securities laws of any such jurisdiction. This communication is not, and under no circumstances is to be construed as, a prospectus, an advertisement or a public offering of the securities in the United States or any other jurisdiction. No offer of securities shall be made except by means of a prospectus filed with the SEC meeting the requirements of Section 10 of the Securities Act, or exemptions therefrom. Investors should consult with their counsel as to the applicable requirements for the Company to avail itself of any exemption under the Securities Act.
Investor Relations Contact:
REEcycle
Sandy Noyes
sandy@reecycleinc.com
HCAC
Alex Bono
abono@hallchadwick.com
Media Contact:
REEcycle
Sandy Noyes
sandy@reecycleinc.com
HCAC
Mike Willesee
mwillesee@hallchadwick.com.au
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