SecProbe.io

September 2, 2025
Alex Bono
Chief Executive Officer
Hall Chadwick Acquisition Corp
1 North Bridge Road
#18-06 High Street Centre
Singapore, 179094
Re:Hall Chadwick Acquisition Corp
Registration Statement on Form S-1
Filed August 6, 2025
Amendment No. 1 to Registration Statement on Form S-1
Filed August 25, 2025
File No. 333-289333
Dear Alex Bono:
            We have reviewed your registration statement and amendment and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.You state that each unit includes one right to receive one-tenth of one Class
A ordinary share. Please expand your disclosure to explain that no fractional shares
will be issued in connection with an exchange of the share rights, as stated on page 20
of your prospectus. Refer to Item 501(b)(2) of Regulation S-K.
Summary, page 1
You state that your sponsor is an affiliate of Hall Chadwick, an accounting and
business advisory firm, and also state that Hall Chadwick is a "promoter." Please 2.

September 2, 2025
Page 2
clarify your defined terms to establish what entity you refer to throughout your
prospectus as "Hall Chadwick." In this regard, we note the overlapping names of you,
your sponsor, and your sponsor's affiliate. To the extent applicable, please revise your
disclosures in the Summary, and elsewhere in your prospectus as appropriate, to
provide appropriate disclosures regarding Hall Chadwick, such as expanded
disclosures regarding its roles and responsibilities, any compensation payable to it,
and any actual or potential conflicts that may arise from your sponsor's connection
with Hall Chadwick. See, for example, Items 1602(b)(6), 1602(b)(7), 1603(a)(3), and
1603(a)(4) of Regulation S-K.
Advisory Team Members, page 6
3.We note your advisory team members, each of whom is affiliated with Hall
Chadwick. Please expand your disclosure regarding your advisory team to disclose the
members' roles and, to the extent applicable, also expand your disclosure on page 13
to cover any compensation that may be payable to them or securities that may be
issued to them. Refer to Items 1602(b)(6) and 1603(a)(4) of Regulation S-K.
Sponsor Information, page 12
4.You state that your chairman, two of your directors, and two of your officers, will
own direct and indirect interests in your sponsor. Please revise to identify these
persons who have direct and indirect material interests in your sponsor, and also
disclose, as of the most recent practicable date, the nature and amount of their
interests, or advise. Refer to Item 1603(a)(7) of Regulation S-K.
5.Please expand the disclosures regarding the transfer restrictions applicable to the
private placement units to refer to the individuals subject to such restrictions. See Item
1603(a)(9) of Regulation S-K. In this regard, we note that the letter agreement filed as
Exhibit 10.1 states that various "Insider" individuals have agreed to these restrictions.
6.We note your disclosures here and elsewhere in your prospectus that your sponsor,
directors, and officers have agreed to waive their redemption rights with respect to
their founder shares, private placement shares, and public shares in connection with
the completion of the initial business combination. However, the letter agreement
filed as Exhibit 10.1 indicates that the sponsor and insiders have agreed to not redeem
any Class A shares held by them. In this regard, we note that the founder shares held
by them are Class B ordinary shares. Please revise to reconcile, or advise.
Corporate Information, page 17
7.Please reconcile your disclosure here that your executive offices are located at a P.O.
Box associated with Harneys Fiduciary in the Cayman Islands with your cover page
disclosure listing your principal executive offices in Singapore.
The Offering, page 20
We refer you to your disclosure at the bottom of page 20 and the top of page 21. It
does not appear that the disclosure of the number of units outstanding after this
offering, number of share rights to be sold as part of the units in a private placement
simultaneously with this offering, and number of share rights to be outstanding after 8.

September 2, 2025
Page 3
this offering are inclusive of the 180,000 private placement units to be issued to the
underwriters. Please revise, or advise.
Appointment and removal of directors. . .Voting Rights, page 24
9.We refer to your statements regarding the need for 9,609,869 and 1,054,479 of the
public shares to be voted in favor of an initial business combination in connection
with seeking approval of such transaction with an ordinary resolution. Please explain
to us your calculations. In this regard, we note your disclosures elsewhere that you
will have 25,424,639 shares after the offering, and that there will be over 7.4 million
founder shares, private placement shares and private placement shares issued to the
underwriter. Please also revise your disclosures as appropriate to describe the terms of
any voting agreement between you and the underwriter with respect to its private
placement shares.
Summary Risk Factors, page 43
10.Please revise the fifth bullet point here to explain the low number of public shares
sold in this offering that you would need to approve the initial business combination,
as you discuss elsewhere in your prospectus, and also revise your fourth bullet to
explain the terms of any voting agreement between you and the underwriters with
respect to their private placement units.
We may engage our underwriters. . ., page 49
11.Please expand this risk factor to also discuss the conflicts of interest risks arising from
the underwriters' ownership of the private placement units.
We may not be able to complete an initial business combination because such initial business
combination. . ., page 71
12.Please revise this risk factor to clarify whether your sponsor is controlled by, has any
members who are, or has substantial ties with, a non-U.S. person.
Dilution, page 100
We note your dilution disclosures beginning on page 100 appear to have multiple
errors. For example purposes only, and not intended to be an exhaustive list, we noted
the following:
•It does not appear that the amounts reflected as your pro forma net tangible book
value per share after the offering without any redemptions or under any of the
redemption scenarios are supported by the numerator and denominator detail
calculations disclosed on page 101. For example, under a no redemption scenario,
your disclosure on page 100 indicates that the pro forma net tangible book value
per share after the offering is $8.89; however, based on your numerator and
denominator disclosure on page 101, it appears that the pro forma net tangible
book value per share would be $6.92.
•Under your 50% redemption scenario, it is unclear how the Company determined
that 11,385,000 shares should be redeemed under the full over-allotment scenario.
Under the 100% maximum redemption scenario, it is unclear how you determined •13.

September 2, 2025
Page 4
that 17,500,000 and 20,400,000 shares are to be redeemed under the No Over-
Allotment and Full Over-Allotment scenarios, respectively.
As noted above, these bullets are not intended to be an exhaustive list. Please revise
your dilution disclosures for accuracy, or advise.
14.We note your statement on page 100 that the below calculations assume "...7,500
Class A ordinary shares (maintained at 7,500 if the over-allotment option is exercised)
upon the conversion of the Share Rights and 30,500 Class A ordinary shares (or up to
33,200 if the underwriters’ over-allotment option is exercised) upon the conversion of
the private placement units share rights to the underwriter." Please address the
following:
•Please clarify for us how you derived the share amounts in this statement, or
revise for accuracy.
•We are unclear how the below calculations include the impact of any share rights,
please advise or revise.
•If applicable, please expand your narrative disclosure to describe each material
potential source of future dilution, include shares that may be issued in connection
with the conversion of the share rights. Reference is made to Item 1602(c) of
Regulation S-K.
15.Please expand your disclosure outside the table to highlight that you may need to issue
additional securities because you intend to target businesses with enterprise values
greater than the net proceeds of this offering and the sale of the private placement
units, as stated on page 12 of your prospectus.
Capitalization, page 102
16.Please revise to populate the remainder of the as adjusted column, or advise.
17.Please revise your line item description for Class A ordinary shares and Class B
ordinary shares to reflect the correct amount of shares issued and outstanding, as
adjusted, or tell us how your line item descriptions are accurate.
Management, page 146
18.Please revise the biographies of your officers and director nominees to reflect each
person's business experience and roles over each of the past five years. Refer to Item
401(e) of Regulation S-K.
Financial Statements, page F-1
19.We note your disclosure on page F-16 that 1,018,654 Class B ordinary shares are
subject to forfeiture if the underwriters do not exercise their over-allotment option in
full. Please revise your balance sheet and statement of changes in shareholder's equity
to include a notation that the amount of Class B ordinary shares issued and
outstanding includes 1,018,654 Class B ordinary shares subject to forfeiture if the
underwriters do not exercise their over-allotment option in full. This comment also
applies to your Summary Financial Data on page 43.

September 2, 2025
Page 5
Statement of Profit and Loss, page F-4
20.We refer you to your disclosure on page F-12 that the weighted average shares were
reduced for the effect of an aggregate of 1,018,654 ordinary shares that are subject to
forfeiture if the over-allotment option is not exercised by the underwriters. It does not
appear that the disclosure on page F-12 is consistent with the weighted average shares
amount on your statement of profit or loss. Please revise for consistency or advise.
Notes to Financial Statements
Note 4. Private Placement, page F-13
21.We note your disclosure on page F-13 that the sponsor, officers and directors have
waived their redemption rights in certain scenarios. Please revise your filing as
appropriate, including to the extent applicable, the private placement units purchase
agreement filed as Exhibit 10.4(b), to clarify for us if your underwriters have also
waived their redemption rights for their 180,000 private placement shares.
Exhibits
22.We refer to your Cayman Islands legal opinion filed as Exhibit 5.2. Please file an
amended legal opinion removing any inappropriate assumptions. It is not appropriate
for counsel to include in its opinion assumptions that assume any of the material facts
underlying the opinion. In this regard, as one example, we note that paragraph 7
assumes such material facts. Please also attach a copy of the director's certificate
referenced in your opinion. Refer to Section II.B.3.a of Staff Legal Bulletin No. 19.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-
3295 if you have questions regarding comments on the financial statements and related
matters. Please contact Isabel Rivera at 202-551-3518 or Dorrie Yale at 202-551-8776 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Andy Tucker