Duncan, Oklahoma, and New York, November 13 ( GLOBE NEWSWIRE ) – American rare earth recycling technology company REEcycle Holdings, Inc. (“ REEcycle ”) and Hall Chadwick Acquisition Corp. (“ HCAC ”) (Nasdaq ticker: HCAC ) announced today that the U.S. Securities and Exchange Commission (“ SEC ”) has approved the registration statements submitted by both parties regarding the previously announced business merger.

The registration declaration takes effect, marking an important step towards the completion of this transaction and REEcycle's proposed listing on NASDAQ.

Key Points of the Transaction

• SEC Effective from: Form S -4 The registration declaration has been announced as effective, allowing HCAC to proceed with the shareholder vote regarding the proposed business merger.
• U.S. Critical Minerals Platform: REEcycle is developing proprietary technology to recycle and separate rare earth elements from retired permanent magnets in order to support the construction of a domestic rare earth supply chain in the United States.
• U.S. Government Support: REEcycle has received funding of $5.1 million under Title III of the U.S. Department of War’s “Defense Production Act” ( Defense Production Act Title III ) project.
• General Meeting of Shareholders: Expected to be held on December 10, 2026, to review and vote on the proposed business merger and related proposals.
• Estimated completion time: Subject to shareholder approval and meeting or being exempt from other delivery conditions, the transaction is expected to be completed by the end of 2026.

Promote the domestic rare earth supply chain in the United States

REEcycle is developing local sources of recycled heavy and light rare earth materials from retired permanent magnets using its proprietary technology. This technology is aimed at recovering and separating important elements of strategic significance, such as neodymium, praseodymium, dysprosium, and terbium.

These materials are an important input for high-performance permanent magnets and are widely used in defense systems, electric vehicles, robotics, aerospace, and advanced manufacturing industries.

REEcycle is a demonstration plant located in Duncan, Oklahoma, and it is an important part of the company's strategy to move from demonstration-scale operations to commercial production. The company's goal is to develop an initial commercial-scale plant with a planned annual processing capacity of about 160 metric tons; this plan depends on financing, engineering, construction, and other development milestones.

With the return of manufacturing to the United States and the increasing importance of supply chain security, REEcycle believes that its proprietary technology provides a differentiated approach for recovering valuable rare earth materials from existing magnet waste streams.

Management Commentary

REEcycle Founder and Executive Chairman Mick McMullen stated:

The importance of ensuring a reliable supply of domestic rare earth materials is increasingly significant for U.S. national security and industrial competitiveness.

“REEcycle focuses on establishing the necessary technology and processing capabilities within the United States to recycle these key materials, rather than relying entirely on overseas supply chains.”

Hall Chadwick Acquisition Corp. The Chief Executive Officer Alex Bono indicates:

The announcement of the effectiveness of the registration declaration by SEC is an important milestone in the proposed business merger between us and REEcycle.

"We believe that REEcycle provides an extremely attractive opportunity for participating in the construction of the US domestic rare earth supply chain through its differentiated recycling and processing technology platform."

"We look forward to completing this transaction and supporting REEcycle in entering the next stage of growth as a NASDAQ-listed company."

Transaction Overview and Next Steps

According to the terms of the business merger agreement previously announced, the equity value of the proposed transaction pair REEcycle is estimated to be approximately 350 million US dollars, plus an additional 50 million US dollars for earnout; the existing shareholders of REEcycle are expected to extend 100% of their equity interests to the merged company.

This transaction is expected to provide REEcycle with access to financing from the US public capital market to support its commercialization development strategy, however, this is subject to the availability of transaction funds and other applicable conditions.

After the registration declaration takes effect, HCAC is expected to hold a general meeting of shareholders on December 10, 2026, to review and vote on the proposed business merger and related proposals.

HCAC Shareholders will receive the final version of the power of attorney/prospectus, which contains important information regarding the transaction, voting procedures, and redemption rights.

The merger of this business is expected to be completed by the end of 2026, but it requires shareholder approval, fulfillment or exemption of applicable delivery conditions, as well as compliance with other regulatory and exchange requirements.

After the transaction is completed, the merged company is expected to operate under the name of REEcycle. Its common shares are anticipated to be traded on NASDAQ under the code REC, although approval for listing is still required.

About REEcycle

REEcycle adopts patented hydrometallurgical processes to recover rare earth elements from retired permanent magnets and produces mixed rare earth oxides for magnet manufacturing. The company is headquartered in Duncan, Oklahoma. Empire Capital Partners Pty Ltd serves as the chief seller's financial advisor for REEcycle.

For more information, please visit: www.reecycleinc.com.

Regarding Hall Chadwick Acquisition Corp.

HCAC is a special purpose acquisition company listed on NASDAQ, focusing on key materials, infrastructure, energy, and defense-related technologies. Its initiator is Hall Chadwick LLC. Hall Chadwick Corporate ( Asia ) Pte Ltd serve as consultants for this proposed business merger, while Cohen & Company Capital Markets act as the joint financial advisors, joint capital market advisors, and placement agents for HCAC.

For more information, please visit: www.hcacq.com.

Supplementary Information and Reference Methods

Regarding the proposed business merger, both parties have submitted a Form S -4 registration declaration to SEC. Once it takes effect, the final version of the power of attorney/prospectus will be distributed to the shareholders of HCAC in accordance with applicable requirements.

Investors and security holders are urged to carefully and thoroughly read this registration statement, the final version of the power of attorney/prospectus, and any amendments or supplementary documents, as well as other relevant documents submitted to SEC, as these documents contain important information regarding HCAC, REEcycle, the proposed business merger, and related matters.

Investors and security holders can obtain these documents for free through the SEC website www.sec.gov.

Call for participants

According to the SEC rule, HCAC, REEcycle and their respective directors, executives, and other personnel may be considered as participants in soliciting proxy votes from the shareholders of HCAC regarding the proposed business merger.

Information regarding individuals who may be considered participants and their direct or indirect interests in the proposed business merger, including interests that may differ from those of the shareholders of HCAC as a whole, is contained in or will be contained in the final version of the proxy form/prospectus and other relevant SEC documents.

Compulsory request or solicitation

This press release is for informational purposes only and does not constitute an offer to sell any securities, nor does it constitute a solicitation to purchase any securities. In any jurisdiction where such an offer, solicitation, or sale would be illegal before registration or qualification requirements stipulated by securities laws, no securities shall be sold in that jurisdiction.

Forward-looking Statements

This press release contains “forward-looking statements” as defined by Section 27A of the Securities Act of 1933 (as amended), Section 21E of the Securities Exchange Act of 1934 (as amended), and the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by the use of words such as “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “potential”, “project”, “should”, “will”, “would”, and similar phrases, although not all forward-looking statements contain these identifying words. Such statements include, but are not limited to: the proposed business combination between REEcycle and HCAC, the expected timeline and completion of such transaction, PIPE financing and the intended use of funds, the anticipated listing of the combined company on NASDAQ, REEcycle’s technology, commercialization strategy, demonstration operations, and planned commercial facilities, the expected benefits of the proposed business combination, as well as the U.S. government’s policies regarding key minerals.

Forward-looking statements are based on the current expectations and judgments of the management of REEcycle and HCAC, and are subject to a number of risks, uncertainties, and assumptions. Many of these factors are beyond the control of both parties and may result in significant differences between actual results and those expressed or implied in these statements. These risks and uncertainties include, but are not limited to: the proposed business combination may not be completed in a timely manner or may not be completed at all; failure to meet the conditions for completing the transaction, including approval from HCAC shareholders, minimum cash requirements, and required regulatory approvals; any events, changes, or other circumstances that could lead to the termination of the business combination agreement; the scale of redemption by public shareholders of HCAC; investors' inability to fulfill their capital contribution commitments or to complete the PIPE financing; inability to obtain or maintain listing of the combined company's securities on NASDAQ; the impact of the announcement or pending status of the proposed business combination on REEcycle business relationships, performance, and overall operations; the outcome of any legal proceedings regarding REEcycle or HCAC, or related to the business combination agreement or the proposed business combination; the ability to scale technology to commercial production, obtain sufficient raw materials, achieve expected recovery rates and costs, and acquire customers; changes in applicable laws, regulations, or government policies, including those related to key minerals and funds under the Defense Production Act; the ability to realize the expected benefits of the proposed business combination; costs associated with the proposed business combination; as well as other risks and uncertainties listed from time to time in the Form S -4 registration statement and other documents submitted to the U.S. Securities and Exchange Commission, including those under the “Risk Factors” heading.

Forward-looking statements are only valid as of the date they are made. Readers should not rely excessively on forward-looking statements. Except as required by law, REEcycle and HCAC assume no obligation to update or revise any forward-looking statements, whether due to new information, future events, or other reasons. REEcycle and HCAC do not guarantee that REEcycle, HCAC or the combined company will be able to achieve its expectations.

Contact Information:

HCAC - Alex Bono : ABono @ hallchadwick.com

REEcycle - Sandy Noyes : sandy @ reecycleinc.com