Business Description

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Hall Chadwick Acquisition Corp. (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on May 22, 2025. The Company was incorporated for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (“Business Combination”). The Company may pursue an acquisition opportunity in any business or industry. As of December 31, 2025, the Company had not yet commenced operations. All activity for the period from May 22, 2025 (inception) through December 31, 2025 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and placed in the Trust Account (as defined below). The Company has selected December 31 as its fiscal year end. The Company’s Sponsor is Hall Chadwick Capital LLC (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on November 19, 2025. On November 24, 2025, the Company consummated the Initial Public Offering of 20,700,000 units (the “Units”), which included the exercise by the underwriters of their entire over-allotment option of 2,700,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 207,000,000 . Each Unit consists of one Class A ordinary share (the “Public Share”), and one right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination (the “Public Right”). Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 614,000 private placement units (the “Private Placement Units”) at a price of $ 10.00 per Private Placement Unit, generating gross proceeds of $ 6,140,000 . Each Private Placement Unit consists of one Class A ordinary share (each, a “private placement share”) and one right entitling the holder thereof to receive one tenth (1/10) of one Class A ordinary share upon the consummation of an initial Business Combination (each, a “private placement right”). The Private Placement Units were purchased by Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC (“CCM”) (222,300 Units), Clear Street LLC (“Clear Street”) (11,700 Units), and the Sponsor (380,000 Units). Transaction costs amounted to $ 13,548,144 , consisting of $ 4,140,000 cash underwriting fee, $ 8,280,000 of deferred underwriting fee, and $ 1,128,144 of other offering costs. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s initial Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriters fees and taxes payable on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”).…