HCAC merger with REEcycle
REEcycle Holdings, Inc (United States)
Expected close, as filed: 2026.
Announced 31 May 2026.
REEcycle Holdings, Inc. is a Houston-based rare earth element (REE) recycling company founded in 2012 by Cassandra Leeman, Casey McNeil, and Susan Bohuslav, with its core intellectual property rooted in research conducted at the University of Houston. The company specializes in recovering rare earth elements — neodymium, praseodymium, dysprosium, and terbium — from end-of-life NdFeB permanent magnets found in discarded hard disk drives, decommissioned defense equipment, EV motors, wind turbine generators, and industrial machinery. Its patented hydrometallurgical process selectively dissolves, separates, and recovers REEs from complex magnet alloys at low temperatures and atmospheric pressure, achieving up to 99.8% separation and recovery efficiency while producing minimal waste. The resulting mixed rare earth oxide is sold to OEMs for separation and metallization, re-entering domestic production for new NdFeB magnets used in clean energy and defense applications. REEcycle also developed a proprietary Drive Disassembly Machine capable of processing over 25,000 hard disk drives per month without shredding, enabling it to source feedstock from established U.S. e-waste streams and provide feedstock partners with new revenue from materials previously sold as scrap.
The company operates in the critical minerals and environmental services sector, addressing what it describes as a national security vulnerability: China controls approximately 85 to 95 percent of global rare earth magnet processing, and the United States has no meaningful domestic rare earth separation and refining capacity at commercial scale outside of Chinese-controlled entities. REEcycle positions itself as the only U.S. recycler profitably extracting REEs from NdFeB magnets, with zero domestic competitors in its specific niche. Its customer base includes U.S. defense primes, EV manufacturers, and technology companies seeking to de-risk Chinese mineral exposure and qualify as domestic source suppliers under the Defense Production Act and Buy American provisions. The global REE market is projected to grow from roughly $19 billion in 2025 to $36.7 billion by 2034, with demand for rare earth magnets growing over 30 percent annually, driven by EV adoption, wind energy buildout, and defense modernization.
REEcycle has been backed by a combination of government grants and private investment, including funding from the U.S. National Science Foundation, accelerator programs, and Foxglove Capital. It was acquired by Australian private company REEgenerate Pty Ltd in April 2022, which exercised an option to take 100 percent ownership. The company has received $5.1 million in non-dilutive funding from the U.S. Department of War (formerly Department of Defense), with $4.3 million remaining and disbursed monthly against spend, and is positioned to access further federal support through the Inflation Reduction Act and Defense Production Act. REEcycle is commissioning a demonstration plant in Oklahoma designed for 6 to 8 tonnes of rare earth oxides annually, with an engineering study underway for a 100-tonne-per-year commercial facility targeted for 2027. The company has approximately 7 employees and has been generating revenue. The combined public company is expected to be led by Mick McMullen as executive chairman, who previously led mining companies including MAC Copper and Detour Gold, with Casey McNeil and Fermin Olivan serving as CEOs.
REEcycle is going public via a $400 million all-stock SPAC merger with Hall Chadwick Acquisition Corp (Nasdaq: HCAC), a blank-check company formed by Australian advisory firm Hall Chadwick that raised approximately $207 million in its November 2025 IPO and targeted the technology, critical materials, and energy sectors. The transaction, announced on June 1, 2026, values REEcycle at $400 million in total equity consideration, including up to $50 million contingent on achieving an annualized run rate of 50 metric tonnes per annum of mixed rare
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.
- Min-cash condition
- $40M
- Sponsor promote
- 27%
- Exchange ratio
Exchange Ratio = Aggregate Merger Consideration / REEcycle Fully Diluted Capital, where Aggregate Merger Consideration = ($400,000,000 Purchase Price / $10.00) minus the Earnout Shares (assuming the Milestone Event has occurred).more ▾less ▴
No PIPE committed — the BCA merely permits HCAC to enter into subscription agreements with PIPE Investors; no size, price, structure or investors stated.more ▾less ▴
Earnout Shares plus Deferred Shares on the Milestone Event, capped at an aggregate 6,250,000 shares of Domesticated HCAC Common Stock; all forfeited if not achieved by the 7th anniversary of Closingmore ▾less ▴
Each Lock-Up Party severally, and not jointly, agrees with Hall Chadwick and the Company not to effect any Transfer, or make a public announcement of any intention to effect such Transfer, of any Lock-Up Securities Beneficially Owned or otherwise held by such Lock-Up Party during the Lock-Up Period (as defined below); provided , that such prohibition shall not apply to Transfers permitted pursuant to Section 2.b . The “ Lock-Up Period ” shall be the period commencing on the Closing Date and ending on the earlier of (a) six (6) months following the Closing Date, and (b) subsequent to the Closing, the date on which Hall Chadwick completes a liquidation, merger, stock exchange or other similar transaction that results in all of Hall Chadwick’s stockholders having the right to exchange their Hall Chadwick Securities for cash, securities or other propertymore ▾less ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: REEcycle
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
REEcycle Holdings, Inc. is a U.S.-based rare earth element recycling company. Its process applies established hydrometallurgical solvent-extraction chemistry to recover rare earth elements from end-of-life permanent magnets, under two patents (granted 2019 and 2020) exclusively licensed from the University of Houston. The investor presentation states a $5.1 million Defense Production Act Title III award, of which roughly $4.2 million remained payable monthly against qualifying spend. On closing the combined company was to be named REEcycle Inc.
REEcycle — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 2 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what REEcycle actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for REEcycle, so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $683.6M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Post-dilution equity (net debt unknown).
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
$1 of their sales costs $140.78 on the open market. Median of 2 listed companies we judged a true comparable, which individually run from 25× to 256.55×. Their share prices are from 15 August 2026, not today.
What qualifies the figures above
- Struck on the post-dilution value of $683.6M, not the announced $400M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- EMAT, IMC, CRML, ABAT, ALOY, KOEI, SKYQ, SEAH have no revenue to divide by, so they are shown but left out of the peer median.
The 10 listed companies it is measured against, and why
- EMATno revenue multiple
Direct comp: Rare Earth Minerals; micro-cap ($65m); shares magnets, earth, rare, recycling, defense, company with the target's own description; forward EV/Sales 173.8x.
- USAR256.55× revenue
Direct comp: Rare Earth Minerals; small-cap ($1.6bn); shares earth, rare, permanent, ndfeb, elements, from with the target's own description; forward EV/Sales 42.1x.
- IMCno revenue multiple
Operational comp: Rare Earth Minerals; shares earth, rare, elements, states, based, which with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- CRMLno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); small-cap ($376m); shares earth, rare, elements, established, defense, which with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- MP25× revenue
Operational comp: Rare Earth Minerals; mid-cap ($9.0bn); shares earth, rare, from, which, company, the with the target's own description; forward EV/Sales 22.1x.
- ABATno revenue multiple
Operational comp: Specialty Mining & Metals (NEC); micro-cap ($158m); shares recycling, extraction, process, from, two, based with the target's own description; forward EV/Sales 14.6x.
- ALOYno revenue multiple
Operational comp: Rare Earth Minerals; micro-cap ($35m); shares earth, rare, recycling, defense, from, inc with the target's own description; forward EV/Sales 304.3x.
- KOEIno revenue multiple
Operational comp: Waste Management, Disposal & Recycling Services; shares recover, recycling, life, end, states, based with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- SKYQno revenue multiple
Operational comp: Waste Management, Disposal & Recycling Services; micro-cap ($1m); shares recycling, extraction, production, process, from, two with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- SEAHno revenue multiple
Operational comp: Waste Management, Disposal & Recycling Services; shares recycling, holdings, two, based, inc, company with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
Earnout Shares plus Deferred Shares on the Milestone Event, capped at an aggregate 6,250,000 shares of Domesticated HCAC Common Stock; all forfeited if not achieved by the 7th anniversary of Closing
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.