HCAC filed an 8-K for earliest event May 31, 2026, disclosing entry into a Business Combination Agreement with HCAC Star Merger Sub, Inc. and REEcycle Holdings, Inc., a Delaware rare-earth recycling company. Boards of both HCAC and REEcycle approved the deal. Exhibits 2.1, 10.1 and 10.2 are the BCA, Sponsor Support Agreement and Transaction Support Agreement. Structure is Cayman-to-Delaware domestication of HCAC, then Merger Sub merges into REEcycle with REEcycle surviving. Sponsor Class B converts 1:1 into Class A immediately before domestication. At Effective Time, Domesticated HCAC units split into one common share and one right; each Domesticated HCAC Right converts into one-tenth of one share of Domesticated HCAC common. REEcycle common converts at an Exchange Ratio equal to Aggregate Merger Consideration divided by REEcycle fully diluted capital. Purchase Price is $400,000,000; Aggregate Merger Consideration is Purchase Price / $10.00 minus 5,000,000 Earnout Shares (assuming milestone hit). Earnout: if a single REEcycle commercial facility hits a 50 mtpa mixed rare earth oxide annualized run-rate over 22 consecutive working days, holders of REEcycle stock/vested options as of immediately pre-Effective Time get pro rata 5,000,000 Earnout Shares; Additional Share Recipients can get up to 1,250,000 Deferred Shares on the same milestone. Cap is 6,250,000 combined; forfeiture if milestone not met by seventh anniversary of Closing. Advisor/Additional Shares capped at 8,750,000 in aggregate (up to 6,125,000 pre-close HCAC discretion; up to 2,625,000 post-close board discretion within 30 days after lock-up expiry). Close-path (Pulse): mutual conditions include HCAC and REEcycle shareholder approvals, effective S-4 with no stop order, and conditional Nasdaq/NYSE listing of Domesticated HCAC common. REEcycle’s conditions include Domestication complete and Closing SPAC Aggregate Cash Amount not less than $40,000,000 after redemptions. Outside Date is December 31, 2026. HCAC may terminate if Audited Financial Statements are not delivered by September 30, 2026. Proxy Statement/S-4 to be filed promptly after required REEcycle financials; shareholder meeting within 30 days after proxy mailing. Sponsor locked to vote for the deal; Supporting REEcycle Stockholders (>50% of REEcycle common) locked to vote for. PIPE subscription agreements may be entered pre-close on mutually acceptable forms; no committed PIPE size is stated. Cash (V): public shareholders get a standard redemption at Effective Time per the articles. Net trust proceeds after redemptions must be available at close, subject to the $40mm minimum cash condition to REEcycle. No trust balance, no redemption election figures, and no PIPE dollar amount appear in this filing. Filing does not state trust size, shares outstanding, exchange ratio as a fixed number, vote date, S-4 filing date, PIPE commitments, lock-up duration definition beyond reference, or post-close ticker. Registration Rights Agreement is to be signed at Closing only; form is described, not attached as executed.

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