What changed in this filing

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Item 9A. Controls and Procedures

2026-09-30 compared with 2026-09-23 · 83 added, 7 removed, 987 unchanged (8% of the section changed)

421 unchanged sentences

Financial Statements:

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

of Independent Registered Public Accounting Firm (PCAOB ID Number 6841)

Financial Statements:

21 unchanged sentences

We have audited the accompanying condensed balance sheet of Hall Chadwick Acquisition Corp.

(HCAC) (the “Company”) as of December 31, 2025, and the related condensed statements of operations, condensed statements of changes in shareholders’ deficit, and condensed statement of cash flows for the period from May 22, 2025 (inception) through December 31, 2025, and the related notes (and schedules) (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, the results of its operations, changes in shareholders’ deficit and its cash flows for the period from May 22, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

(the “Company”) as of December

31, 2025, and the related condensed statement of operations, condensed statement of changes in shareholders’ deficit, and condensed

statement of cash flows for the period from May 22, 2025 (inception) through December 31, 2025, and the related notes (collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the

financial position of the Company as of December 31, 2025, the results of its operations, changes in shareholders’ deficit and its

cash flows for the period from May 22, 2025 (inception) through December 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

Company’s Ability to Continue as a Going Concern

57 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

PIPARA & CO LLP ( 6841 )

& CO LLP ( 6841 )

/s/ PIPARA & CO LLP

1 unchanged sentence

New Delhi, India

April 15, 2026

April 15, 2026, except for the effects of the revision discussed in Note 2, as to which the date is September 30, 2026.

New York Office:

95 unchanged sentences

( 206,997,930

( 207,000,000

Allocated value of transaction costs to Class A ordinary shares

114 unchanged sentences

The interim results for the three months ended December 31, 2025 and for the period from May 22, 2025 (inception) through December 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any future periods.

Revision of Previously Issued

Financial Statements

On January 26, 2026, the Company reported an

incorrect amount to the Securities and Exchange Commission of its Form 8-K.

The Company reported negative additional-paid in capital

on its post-IPO Financial Statements balance sheet and statement of changes in shareholders’ equity.

Had the Company properly reported

the information, the negative additional-paid in capital would have been reclassified to retained earnings.

Total shareholders’

equity did not change.

Previously Issued Financial Statements

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Company reported negative additional paid in capital on its December 31, 2025 balance sheet and statement of changes in shareholders’

equity, as well as in the following periods.

Had the Company properly reported the information, the negative additional paid

in capital would have been reclassified to retained earnings.

Company reported negative additional paid in capital to the Securities and Exchange Commission of its Form 8-K (“Post-IPO Balance Sheet”) (filed on 26 January 2026) and the Company’s Annual Report on 10-K for the period ending December

31, 2025 (filed on 15 April 2026) (“the Affected Periods”).

These financial statements revised the Company’s

previously issued financial statements covering periods through December 31, 2025.

assets, liabilities, operating results, and / or total equity did not change because of the above.

of the Revision

impact of the revision on the Post IPO Balance Sheet at November 24, 2025 and Annual Financial Statements as of December 31,

2025 is presented below:

Schedule of Financial Statements

sheet as of November 24, 2025 (audited)

A common stock subject to possible redemption

A & B Ordinary Shares

paid-in capital

earnings (deficit)

Temporary and Permanent Equity

sheet as of December 31, 2025 (audited)

A common stock subject to possible redemption

A & B Ordinary Shares

paid-in capital

earnings (deficit)

Temporary and Permanent Equity

Value of Public Rights

connection with the audit of the Company’s financial statements for the period ended December 31, 2025, the Company’s

management further evaluated the Share Rights under Accounting Standards Codification (“ASC”) Subtopic 820-10,

ASC 820-10 provides the framework for measuring fair value and establishes related disclosure requirements.

fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between

market participants at the measurement date, and it establishes a fair value hierarchy that prioritizes the inputs used in valuation

techniques, with Level 1 inputs (quoted prices in active markets for identical assets or liabilities) given the highest priority

and Level 3 inputs (unobservable inputs) given the lowest.

Management has reviewed

the calculation of the Fair Value of Public Rights at the date of Post-IPO Balance Sheet date and corrected for the following

risk free rate:

Schedule of Fair Value of Public Rights

term to De-SPAC (Years)

of De-SPAC and instrument-specific market adjustment

rate (continuous)

value of a right

The above summarizes

the impact to the balance sheets for the relevant periods.

Emerging Growth Company

62 unchanged sentences

Accretion associated with the redeemable Ordinary Shares is excluded from net income (loss) per Ordinary Share as the redemption value approximates fair value.

The calculation of diluted income (loss) per Ordinary Share does not consider the effect of the Rights issued in connection with the (i) Initial Public Offering, (ii) the exercise of the over-allotment option and (iii) Private Placement, since the average price of the Ordinary Shares for the year ended December 31, 2025 was less than the exercise price and therefore, the inclusion of such Rights under the Treasury stock method would be anti-dilutive and the exercise is contingent upon the occurrence of future events.

The Company’s condensed statements of operations

include a presentation of income per share for ordinary shares subject to possible redemption in a manner similar to the two-class method

of income per share.

Net income per ordinary share, basic and diluted, for Class A redeemable ordinary shares is calculated by dividing

the dividend earned on the Trust Account by the weighted average number of Class A redeemable ordinary shares outstanding since original

Net income per share, basic and diluted, for Class A and Class B non-redeemable ordinary shares is calculated by dividing the

net income, adjusted for income attributable to Class A redeemable ordinary shares, by the weighted average number of Class A and Class

B non-redeemable ordinary shares outstanding for the period.

Class A and Class B non-redeemable ordinary shares include the Founder Shares,

as these shares do not have any redemption features and do not participate in the income earned on the Trust Account.

Schedule of net income loss per ordinary share

(inception) through

(inception) to

Class A and Class B

Ordinary shares

(Subject to Redemption)

Ordinary shares

(Not Subject to Redemption)

Basic and diluted net income per ordinary share

199 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K/A

Item 9A. Controls and Procedures