Hall Chadwick Acquisition Corp 10-K/A

Item 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our units commenced public trading on November 19, 2025, and our Class A ordinary shares and rights commenced separate trading on November 24, 2025. Our Class A ordinary shares, rights and units are each listed on the NASDAQ Global Market under the symbols HCACU, HCAC and HCACR, respectively. Holders On March 24, 2026, the numbers of record holders of the Company’s Class A ordinary shares, units and rights were 1, 4 and 1, respectively, not including beneficial holders whose securities are held in street name. Dividends We have not paid any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our Board of Directors at such time. In addition, our Board of Directors is not currently contemplating and does not anticipate declaring any share capitalizations in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities and Use of Proceeds Unregistered Sales of Equity Securities On November 24, 2025, we sold 614,000 placement units in a private placement for an aggregate purchase price of $6,140,000, or $10.00 per unit, to the sponsor and CCM pursuant to an exemption from registration contained in Section 4(a)(2) of the Securities Act. Each placement unit consists of one Class A ordinary share and one tenth of a placement right. The placement rights are identical to the rights included in the units issued in the initial public offering, except that (1) they will not be redeemable by us; (2) they (including the Class A ordinary shares issuable upon exercise of these rights) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these rights) are entitled to registration rights. Use of Proceeds On November 24, 2025, we consummated the initial public offering of 20,700,000 units, including full exercise of the over-allotment option, generating gross proceeds of $207,000,000. Each unit consists of one Class A ordinary share and one third of one right, where each whole right entitles the holder to purchase one Class A ordinary share at an exercise price of $10.00 per share, subject to adjustment. 72 CCM acted as sole book-running manager of the initial public offering. The securities sold in the initial public offering were registered under the Securities Act on a registration statement on Form S-1 (File No. 333-289333). The SEC declared the registration statement effective on November 19, 2025. We incurred a total of $13,598,144 in transaction costs related to the initial public offering. We paid a total of $1,800,000 in cash, and $2,340,000 in underwriting discounts in the form of private placement units, and $1,178,144 in other costs and expenses related to the initial public offering. In addition, the underwriter agreed to defer $8,280,000 in underwriting discounts and commissions, which would be payable only upon consummation of an initial business combination. Following the closing of the initial public offering and the private placement, an amount of $207,000,000 ($9.99 per unit) from the net proceeds from the sale of the units in the initial public offering and the placement units in the private placement was placed in the trust account. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Item 6. [RESERVED] None.