Hall Chadwick

Chief Financial Officer Aaron Dominish dated the submission May 11, 2026, and the registrant states via the filing that the departure 'was not related to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.' This company-made representation aims to prevent market interpretation of the exit as operational friction ahead of the November 24, 2027 liquidation window. The document contains zero references to target-entity customer bases, revenue streams, market sizing, proprietary technology, joint ventures, active litigation, or compensatory packages tied to the outgoing fiduciary. Consequently, redemption pricing expectations, trust value preservation assumptions, and conversion ratio mathematics remain structurally intact, though sponsor governance density has decreased by one board seat pending any interim Cayman Islands corporate appointments.

This is a critical baseline filing. The trust is $207 million. The LOI with REEcycle ($600 million enterprise value) is a target identification item, but is non-binding. The limited working capital ($631k outside trust) combined with a $20k/month admin fee, the going concern qualification, and the lack of a minimum redemption threshold all signal potential vulnerability to high redemptions in a de-SPAC. The CEO's track record (a prior failed SPAC) gives extra scrutiny to deal execution risk. The non-managing sponsor investors (17 institutions) hold indirect founder share interests and have no lock-up on their public shares, creating potential for divergent incentives in a redemption vote.

Investors tracking redemption floors should note the valuation disclosure is mathematically tethered to no-shareholder-redemption scenarios; any actual tender activity will mechanically reduce post-combination public float equity and dilute the implied PIPE-to-pro-forma conversion. The non-binding status and explicit reference to a forthcoming Form S-4 registration statement indicate the transaction remains unsecured and subject to customary conditions, listing requirements, and potential termination triggers. The 60-day exclusivity clause sets the immediate event horizon for material updates: either movement toward a definitive merger agreement or a termination notification. Until those documents are filed, the deal's structural economics, anchor investor terms, and redemption voting thresholds remain provisional.

Investors tracking redemption calendars must recognize that undelivered audited financials suspend the final vote timeline and defer concurrent redemption mechanics until the full 10-K clears regulatory review. The Company attributes the holdup exclusively to financial statement preparation rather than accounting disagreements, auditor withdrawal, or internal control deficiencies, and asserts no significant change in results of operations from the prior year. The single-point executive contact listed is +65 9088264, with Alex Bono retaining signing authority, indicating centralized management oversight during the gap. The document contains no claims regarding customer concentration, revenue run-rate, addressable market size, technology pipelines, partnership agreements, pending litigation, or executive compensation. Consequently, sponsor conduct appears compliant with routine reporting obligations, though administrative pacing is slower than standard SPAC execution tracks. Until the 10-K posts, the trust balance remains untouched, warrant exercise terms stay dormant, and shareholders should monitor for a parallel extension notice to confirm the updated deadline.

Director turnover alters the oversight committee reviewing the pending business combination. Per the registrant’s disclosure, the Board appointed Mr. Hudson based on his extensive management experience in mineral exploration and mineral production companies. The filing specifies that Mr. Hudson has been involved in the resources sector for over 20 years, held board positions in Australian and Canadian listed entities, served as a founding director of Sendero Resources (TSX-V:SEND), acted as a founding shareholder of Sierra Madre Gold & Silver (TSX-V:SM), and currently sits on the board of Portia Resources Pty Ltd, which owns and operates the Portia gold and copper mine in South Australia as well as the Paratoo copper and rare earths project. The registrant further notes Mr. Hudson previously worked in corporate finance with both Credit Suisse and Arthur Andersen. For investors, this confirms the target acquisition pipeline centers on natural resource extraction, which will dictate environmental permitting timelines, commodity price exposure, and engineering diligence ahead of the November 2027 liquidation window. Mr. Hudson is expected to sign a standard indemnification agreement, a routine contractual update that preserves existing class action and derivative defense parameters without altering economic terms.

For the redemption calendar and trust mechanics, this filing establishes the baseline trust value at $207,000,000 ($10.00 per Unit), with a firm 24-month completion window closing on November 24, 2027. The underwriters contractually waived their rights to the deferred $8,280,000 commission if the company fails to complete a business combination within the completion window, ensuring those funds revert to the trust for pro rata distribution to redeeming shareholders alongside up to $100,000 of accrued interest for dissolution expenses. The sponsor and executive officers have contractually waived liquidation rights on founder and private placement shares, while agreeing to indemnify the trust against third-party claims that would otherwise reduce the trust below the lesser of $10.00 per public share or the actual per-share trust balance. Management states a redemption restriction prevents any single public shareholder or group from redeeming more than 15% of the Class A ordinary shares without prior consent unless the redemption occurs via a tender offer rather than a shareholder vote. Geopolitical risk disclosures cite ongoing volatility from the Russia-Ukraine conflict and Israel-Hamas conflict as potential disruptors to target search and capital markets liquidity. Auditing firm Pipara & Co LLP issued a clean opinion on the November 24, 2025 balance sheet, independently valuing the public rights at $3,740,000 ($0.17 per right) based on a modeled 17.0% probability of de-SPAC, a 2.00-year expected term, and a 3.64% risk-free rate.

Unbundling units into distinct equity and derivative tracks introduces separate liquidity pools and pricing signals for investors monitoring the SPAC lifecycle. According to the attached press release (Exhibit 99.1), the company 'expects to focus its efforts on the technology, critical materials and energy sectors.' The share rights are explicitly structured to entitle holders to receive one-tenth (1/10) of a Class A ordinary share 'upon the consummation of the Company’s initial business combination,' confirming they hold no independent exercise or cash redemption value prior to a merger closing. Class A ordinary shares carry a par value of $0.0001 per share. Chief Financial Officer Aaron Dominish executed the filing on January 26, 2026. Trust distributions and shareholder redemption windows continue to operate under the original charter terms unchanged by this submission.

This is the foundational filing that establishes the trust value ($10.00/share), the 24-month deadline (November 2027), the sponsor's ownership stake and lock-up terms, and all the key governing agreements. It resolves the pre-IPO structure and sets the baseline for all future redemption, extension, and deal-related filings. The document also identifies the target focus areas: technology, critical materials, and energy. The company's CFO is Aaron Dominish, who is also the managing member of the sponsor. Alex Bono is CEO.

Defines the SPAC's core terms: trust value, deadline, redemption mechanics, sponsor incentives, and risk factors. Investors need this to assess the likelihood of a business combination and potential dilution. The prospectus also discloses that CEO Alex Bono previously served on a SPAC that liquidated, and that no target has been identified.

The filing provides the complete terms of the SPAC IPO: 18,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one right to receive 1/10 of a share upon a business combination, with $180 million to be placed in trust. It details sponsor economics, redemption rights, 24-month deadline, and risk factors. The automatic effectiveness provision is a procedural departure that may affect timing and investor perception.

This is the third amendment to the IPO registration statement for a SPAC that has not yet gone public. The prospectus establishes the baseline redemption price of ~$10.00 per share, sets the 24-month deadline (starting from IPO closing, not from filing), and locks in sponsor incentives and lock-up periods. Investors tracking redemptions, extensions, or trust value need this document to know the starting terms. The filing also discloses that CEO Alex Bono's prior SPAC (FAT Projects) was liquidated in February 2024 after failing to close a business combination, which is relevant to sponsor conduct.

Corrects shareholder dilution and redemption math that previously masked true per-share economics post-offering; isolates redeemable public equity from sponsor/private placements for accurate liquidation analysis; clarifies control lineage and non-U.S. person exposure affecting regulatory oversight and potential SPAC combination scrutiny; establishes current board composition and nominee consents ahead of effectiveness, which gates merger timing and proxy solicitation; ensures EPS and tangible book value metrics comply with ASC 480 and ASC 260 accounting standards, preventing misleading investor valuations

These corrections determine how investors will model post-offering capitalization, pro forma net tangible book value, and redemption thresholds. If uncorrected, miscalculated denominators and misplaced share categories would distort ownership dilution and effective redemption pricing at the business combination vote. Reconciling sponsor control and director nominee status clarifies governance structures and voting power distribution ahead of deal execution. While the SEC’s feedback stalls prospectus effectiveness until compliant amendments are filed, it does not alter the announced November 24, 2027 deadline or existing trust arrangements, and introduces only administrative timing risk rather than strategic or market-facing developments.

For tracking redemption mechanics and deal proximity, the explicit underwriter and insider redemption waivers materially alter the redemption landscape: public holders face a lower voting hurdle to prevent deal closure, yet the sponsor, directors, officers, and underwriters permanently lock 7,424,639 shares out of the redemption pool. The Company’s revision highlighting that it targets businesses with enterprise values exceeding the combined net proceeds and private placement capital signals planned future equity raises, introducing dilution pathways outside the current trust distribution framework. Attribution matters for sponsor conduct: the Company acknowledges its sponsor is controlled by non-U.S. persons and discloses that underwriters hold 180,000 shares, receive deferred commissions, and may supply post-offering services, creating documented conflicts of interest in deal sourcing. These acknowledgments directly inform investor assessments of sponsor alignment and underwriter independence ahead of the business combination vote. The filing contains no statements altering the stated 2027-11-24 deadline or trust accounting methodology, but it resolves prior mathematical ambiguities in dilution and share counts that previously obscured true per-share economics under various redemption outcomes.

The filing provides investors with the definitive terms of the SPAC IPO, including the trust amount, redemption mechanics, sponsor economics, and risk factors. It is essential for evaluating the investment.

Discrepancies in redemption waivers and voting math directly control how much trust capital survives versus returns to public holders, which determines whether the company has enough liquidity to pursue its stated strategy of acquiring targets with enterprise values exceeding net offering proceeds and private placement sale proceeds. Staff requests to expand disclosures on sponsor-promoter conflict roles, advisory team compensation, underwriter voting agreements, and sponsor ties to non-U.S. persons reveal governance complexities that could alter deal structure, trigger related-party transaction scrutiny, or shift economic leverage toward insiders. Personnel disclosures require updated five-year business experience narratives for officers and director nominees per Item 401(e). Because staff flagged mathematical inaccuracies in per-share valuations and share counts, alongside incomplete Cayman Islands legal opinion assumptions and forfeiture notations, the registration statement’s effective date is suspended, extending SEC review timelines and potentially constraining execution windows before external combination deadlines lapse.

This filing allows the SPAC to proceed with its IPO, establishing a $180 million trust ($10.00 per unit), a 24-month deadline from IPO closing to consummate a business combination, and a sponsor holding approximately 27% of post-IPO shares. It details redemption rights, anti-dilution adjustments for founder shares, lock-up provisions, and management's focus on technology, critical materials, and energy sectors. The trust will be invested in U.S. government securities or money market funds. No target has been identified, and the company has no operating history or revenues.

This is a new SPAC IPO filing. Key metrics: trust value of $10.00 per share, 24-month deal deadline from IPO closing. The sponsor paid an effective $0.003 per founder share, creating substantial potential dilution for public shareholders. The CEO has a prior SPAC that failed to consummate a business combination and was liquidated. The structure includes non-managing sponsor investors who will purchase a significant portion of the private placement units but have no voting rights.

What changed: An 8-K Current Report and accompanying exhibits filed under Rule 425, announcing the definitive merger agreement between SPAC Hall Chadwick Acquisition Corp and target REEcycle Holdings, Inc., along with supporting agreements (Sponsor Support, Transaction Support) and an investor presentation. This is the initial public filing of the definitive merger agreement for this deal. All material terms of the business combination are now public: the $400M total Purchase Price (paid in stock at $10.00 per Domesticated HCAC share); a $40M minimum cash condition at closing; an earnout of 5M shares for achieving 50 tonnes per annum of mixed rare earth oxide; up to ~8.75M additional advisor shares; a 6-month lock-up for sponsors, target shareholders, and advisors; sponsor commitment to vote in favor and a no-redemption agreement; and a target closing date of no later than December 31, 2026. The trust is stated to hold at least $207M as of the agreement date. Why it matters: This filing establishes the full contractual framework for a de-SPAC transaction. Investors can now track key redemption mechanics (the $40M minimum cash condition creates downside risk if redemptions are high; the $207M stated trust balance provides a cash cushion; a PIPE of up to ~$50M is contemplated but not yet secured, making this a sign of execution risk if not raised). The sponsor has agreed to vote all its shares in favor and not to redeem. The $10.00 issue price and $400M valuation are now fixed. The investor presentation (Ex-99.1) provides management's first detailed projections, including revenue of $144M and ~54% EBITDA margin by 2029, though these are forecasts, not facts. The filing also confirms the nature of the target (a rare earth recycling company), its defense/government backing, and its technology path.

What changed: 8-K Current Report filed by Hall Chadwick Acquisition Corp (HCAC) announcing the entry into a definitive Business Combination Agreement with REEcycle Holdings, Inc., a rare earth elements recycling company, along with related exhibits including the full agreement, sponsor support agreement, transaction support agreement, and investor presentation. HCAC entered into a Business Combination Agreement to merge with REEcycle. The transaction values REEcycle at $400 million total consideration ($350 million payable at closing plus $50 million earnout upon achieving a commercial facility run rate of 50 metric tonnes per annum of mixed rare earth oxide). HCAC will domesticate as a Delaware corporation prior to closing. A minimum of $40 million in cash must remain in the trust after redemptions. The sponsor agreed to vote in favor and not redeem. A PIPE investment of up to ~$50 million is contemplated. Public shareholders will have redemption rights at $10.00 per share. Closing conditions include HCAC shareholder approval, SEC effectiveness of the registration statement, Nasdaq listing, and no material adverse effect. Outside date for closing is December 31, 2026. The post-closing board will consist of 5 REEcycle nominees and 2 HCAC nominees. Lock-up period of 6 months for sponsor and REEcycle shareholders. Why it matters: This filing establishes the definitive terms for the SPAC merger, triggering the redemption clock for public shareholders who must decide whether to redeem at the trust value of ~$10.00 per share or hold through the business combination. The $40 million minimum cash condition provides a floor for trust proceeds available post-redemption. The target is a U.S.-focused rare earth recycler with patented technology and Department of Defense backing, positioning it in a critical national security supply chain. Investors should monitor the proxy statement for redemption mechanics and deadlines. The December 31, 2026 outside date creates a clear timeline.

What changed: Form 8-K current report containing Item 8.01 disclosures regarding a definitive business combination agreement, accompanied by Exhibit 99.1, a press release announcing the merger of Hall Chadwick Acquisition Corp. with REEcycle Holdings, Inc. Mechanics & Redemptions: The filing confirms execution of the definitive business combination agreement, noting HCAC will domesticate from a Cayman Islands exempted company to a Delaware corporation prior to closing. The document does not alter the redemption calendar or extend the 2027-11-24 deadline. It states HCAC currently holds approximately US$207 million in trust, and the combined company is expected to close with a minimum of US$40 million in unrestricted cash. Equity consideration values REEcycle at approximately US$400 million, including up to US$50 million in contingent consideration payable upon achieving an annualised run rate of 50 metric tonnes per annum of mixed rare earth oxide. All consideration pays in shares, with reserves for up to 6,125,000 Additional Company Shares, 2,625,000 Additional REEcycle Shares, and 1,250,000 Deferred Shares triggered by a commercial production milestone (70% allocated to persons identified pre-closing, 30% to post-closing board designees). Sponsor and legacy shareholder shares carry a six-month post-listing lock-up. Substantive Operations & Strategy: According to the attached press release, REEcycle utilizes a proprietary hydrometallurgical recycling process rooted in University of Houston academic research to recover neodymium, praseodymium, dysprosium, and terbium from NdFeB scrap. The company has commissioned a demonstration plant in Oklahoma designed for 6–8 tonnes per year, with DRA Global conducting a final engineering study for a 100-tonne-per-annum facility slated for completion in Q2 2026 and full commercial rollout by 2027. A proprietary Drive Disassembly Machine pilot concluded with a large data centre partner in Q4 2025. Per the company's disclosure, the Department of War awarded REEcycle US$5.1 million in non-dilutive funding, with US$4.3 million remaining disbursed monthly against spend. Market and geopolitical context provided in the release cites a global rare earth market valued at approximately US$19 billion in 2025, projected to reach ~US$36.7 billion by 2034, while China controls approximately 85–90% of global processing. Management: Mick McMullen continues as Executive Chairman, with prior turnaround experience noted at MAC Copper Ltd., Detour Gold Corporation, and Stillwater Mining Company; the press release additionally notes his role as Executive Chair at Metals Acquisition II, which recently raised $230 million in trust. Why it matters: This 8-K advances HCAC from target search into formal merger execution, establishing an all-equity deal framework that fixes post-close capitalization, defines contingent share issuance triggers, and sets insider lock-up parameters ahead of the mandatory Form S-4 filing and definitive proxy solicitation. By anchoring transaction liquidity to the existing US$207 million trust balance and confirming the US$40 million net cash deployment goal, the filing provides the baseline metrics public shareholders will weigh when evaluating redemption versus retention during the upcoming shareholder vote. Concurrently, the disclosed pilot validation, federal funding drawdown schedule, and capacity expansion roadmap create the measurable operating benchmarks against which the commercial production milestone—and its associated 1,250,000 deferred share payout—will be evaluated.

What changed: Form 8-K filed pursuant to Rule 425 containing a press release that announces a definitive business combination agreement between Hall Chadwick Acquisition Corp. and REEcycle Holdings, Inc., outlining the proposed merger, valuation, and capital structure. The filing establishes the transaction at a total equity consideration of approximately US$400 million, including up to US$50 million in contingent consideration. It confirms HCAC currently holds approximately US$207 million in trust, while the combined company is expected to maintain a minimum of US$40 million in unrestricted cash at closing. Closing remains conditional on shareholder approval, SEC effectiveness of a forthcoming Form S-4, and customary requirements. REEcycle equityholders are entitled to an earnout of up to 5,000,000 additional shares upon achieving a commercial production milestone. Shares held by HCAC’s sponsor and REEcycle legacy shareholders carry a six-month post-listing lock-up. The filing does not alter the existing 2027-11-24 redemption deadline. Why it matters: According to the press release, REEcycle is positioned as the first publicly traded pure-play U.S. rare earth recycling platform, recovering materials from end-of-life permanent magnets using technology sourced from the University of Houston. Company representatives state the demonstration plant in Oklahoma targets 6-8 tonnes annually, with a first commercial facility aiming for 100 tonnes per annum by 2027 at an estimated construction cost of approximately US$40 million per plant. The press release cites McKinsey & Company forecasting demand to nearly triple by 2035 and Grand Research Store projecting the global market grew to approximately US$19 billion in 2025 and will reach ~US$36.7 billion by 2034. Executive Chairman Mick McMullen states REEcycle secured US$5.1 million in Department of War funding with US$4.3 million remaining, and notes his concurrent role at Metals Acquisition II, which recently raised $230m of cash in trust. These operational milestones, federal funding claims, and management backgrounds provide critical context for shareholder voting decisions ahead of the proxy material, alongside the explicit warning in the press release that the amount of redemption requests remains a key risk factor.

What changed: Quarterly Report on Form 10-Q for the period ended March 31, 2026, filed by Hall Chadwick Acquisition Corp. The filing reports Q1 2026 financial results: net income of $1,652,279, trust account value of $209,621,481, cash of $463,036, and working capital of $490,223. Critically, Note 10 (Subsequent Events) discloses that on April 1, 2026, the company entered into a non-binding letter of intent with REEcycle Holdings, Inc. for a proposed de-SPAC business combination, valuing REEcycle at approximately US$600 million, assuming no redemptions by HCAC public shareholders. Why it matters: This is the first public disclosure of a specific target (REEcycle) for the SPAC's initial business combination, signaling progress toward a deal. The $600 million valuation and the trust account balance ($209.6M) are key inputs for investors assessing potential dilution, deal structure, and the likelihood of completion. The filing also confirms the company has sufficient liquidity to fund operations for at least the next year, reducing near-term going-concern risk.

What changed: A Form 12b-25 Notification of Late Filing submitted by Hall Chadwick Acquisition Corp. to the Securities and Exchange Commission. Chief Financial Officer Aaron Dominish states the company will miss the original due date for its Form 10-Q covering the fiscal quarter ended March 31, 2026, because it requires additional time to finalize the financial statements. The filing asserts it will submit the report within five calendar days following the prescribed due date under Rule 12b-25. Regarding SPAC mechanics, the document contains no amendments to existing redemption terms, trust account structures, or business combination deadlines, and confirms all other periodic reports for the preceding twelve months were filed on time. The registrant explicitly states there is no anticipated significant change in results of operations. Why it matters: While the notification contains no forward-looking claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or sponsor conduct beyond the administrative delay, it establishes a compliance baseline for the March 31, 2026 quarter. Investors tracking the SPAC's path to closure should note that the company attributes the scheduling delay strictly to financial statement preparation rather than transaction restructuring or partner integration hurdles. The filing designates Aaron Dominish at the Singapore executive office as the sole point of contact, providing a clear accountability line as the extended deadline approaches.

What changed: Schedule 13G, which the filing explicitly defines as a beneficial ownership report. The provided text names Meteora Capital, LLC as a holder but records no transaction date, share count, or percentage change. It reflects the disclosed parameters of a DEAL_ANNOUNCED status, a trust/share amount of $10, and a deadline of 2027-11-24, but attributes no modifications to redemption rights, trust valuations, extension votes, or sponsor actions to the filer. Why it matters: The excerpt contains no substantive assertions regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. As a standard regulatory submission, it logs a filing event but supplies no material information for investors tracking redemption deadlines, trust distributions, or deal execution timelines.

What changed: Schedule 13G beneficial ownership report. As executed by Meteora Capital, LLC, the document registers a Schedule 13G for HCAC. The provided excerpt contains no disclosed share quantities, beneficial ownership percentages, acquisition dates, or any statements addressing redemption mechanics, trust account valuation, extension voting schedules, merger execution progress, or sponsor conduct. Why it matters: Because Meteora Capital, LLC attributed no position sizes, transaction details, or operational commentary to the filing, it provides no analytical basis to revise redemption probability models, trust sufficiency projections, extension viability assessments, or sponsor alignment metrics relative to the business combination timeline. The text also contains no asserted information regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel.

What changed: Form 8-K Current Report filed under Item 5.02 disclosing a director resignation. Chris Dirckze resigned from the board of directors, the compensation committee, and the audit committee of Hall Chadwick Acquisition Corp., effective May 6, 2026. The filing introduces no adjustments to the redemption calendar, trust account disbursement schedule, extension mechanisms, or the status of the announced business combination. Board committee membership and quorum availability shifted immediately as of the effective date. Why it matters: Chief Financial Officer Aaron Dominish dated the submission May 11, 2026, and the registrant states via the filing that the departure 'was not related to a disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.' This company-made representation aims to prevent market interpretation of the exit as operational friction ahead of the November 24, 2027 liquidation window. The document contains zero references to target-entity customer bases, revenue streams, market sizing, proprietary technology, joint ventures, active litigation, or compensatory packages tied to the outgoing fiduciary. Consequently, redemption pricing expectations, trust value preservation assumptions, and conversion ratio mathematics remain structurally intact, though sponsor governance density has decreased by one board seat pending any interim Cayman Islands corporate appointments.

What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed by Hall Chadwick Acquisition Corp., a newly-public SPAC. The filing is the first 10-K since the SPAC's November 2025 IPO. Key developments: (1) On April 1, 2026, the Company announced a non-binding letter of intent with REEcycle Holdings, Inc. for a proposed de-SPAC business combination. (2) The filing states the trust was funded with $207 million ($10.00 per unit) at IPO close on November 24, 2025. (3) The Company had working capital of $652,229 as of December 31, 2025, and its auditor's report includes a going concern explanatory paragraph. (4) The auditor valued the public rights using a probability-weighted binomial model (base case 17% probability of De-SPAC). (5) The filing provides a liquidation deadline of November 24, 2027, and states the Company 'does not expect to extend' beyond 36 months. (6) The filing discloses that CEO Alex Bono's prior SPAC, FAT Projects Acquisition Corp., liquidated in February 2024 after failing to complete a business combination. Why it matters: This is a critical baseline filing. The trust is $207 million. The LOI with REEcycle ($600 million enterprise value) is a target identification item, but is non-binding. The limited working capital ($631k outside trust) combined with a $20k/month admin fee, the going concern qualification, and the lack of a minimum redemption threshold all signal potential vulnerability to high redemptions in a de-SPAC. The CEO's track record (a prior failed SPAC) gives extra scrutiny to deal execution risk. The non-managing sponsor investors (17 institutions) hold indirect founder share interests and have no lock-up on their public shares, creating potential for divergent incentives in a redemption vote.