PureCycle Technologies Files 8-K: Material Agreements & Equity Changes

TL;DR

PureCycle filed an 8-K on Feb 5, 2025, detailing new material agreements and equity changes.

AI Summary

PureCycle Technologies, Inc. announced on February 5, 2025, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. This filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate actions by PureCycle Technologies, including new agreements and changes affecting shareholder rights, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• PureCycle Technologies, Inc. (company) — Registrant
• February 5, 2025 (date) — Date of earliest event reported
• Roth CH Acquisition I Co. Parent Corp. (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share PCT The Nasdaq Stock Mark
• $11.50 — alue per share, at an exercise price of $11.50 per share PCTTW The Nasdaq Stock Ma
• $8.0655 — share (" Common Stock "), at a price of $8.0655 per share. The transactions contemplate
• $33.0 million — ny from the Offering were approximately $33.0 million before deducting fees and other estimat

Filing Documents

• pct-20250206.htm (8-K) — 63KB
• pct-ex10_1.htm (EX-10.1) — 293KB
• pct-ex10_2.htm (EX-10.2) — 1612KB
• pct-ex99_1.htm (EX-99.1) — 20KB
• img79646180_0.jpg (GRAPHIC) — 47KB
• 0000950170-25-015456.txt ( ) — 2474KB
• pct-20250206.xsd (EX-101.SCH) — 54KB
• pct-20250206_htm.xml (XML) — 7KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Subscription Agreement On February 5, 2025, PureCycle Technologies, Inc. (the " Company ") entered into subscription agreements (the " Subscription Agreements ") with certain investors (the " Investors "), including affiliates of Sylebra Capital Management (" Sylebra Capital "), Pleiad Asia Master Fund, Pleiad Asia Equity Master Fund and affiliates of Samlyn Capital, LLC, pursuant to which the Company agreed to sell to the Investors, in a private placement (the " Offering "), an aggregate of 4,091,293 shares of the Company's common stock, par value $0.001 per share (" Common Stock "), at a price of $8.0655 per share. The transactions contemplated by the Subscription Agreements closed on February 6, 2025. The gross proceeds to the Company from the Offering were approximately $33.0 million before deducting fees and other estimated offering expenses. As part of the Subscription Agreements, the Company is required to prepare and file a registration statement or register the Common Stock sold in the Offering for resale on an existing registration statement, including the Company's existing shelf registration statement filed with the Securities and Exchange Commission (the " Commission ") on January 31, 2025 (in either case, the " Registration Statement "), with the Commission under the Securities Act of 1933, as amended (the " Securities Act "), covering the resale of the Common Stock. The Company is required to have such Registration Statement declared effective by the Commission within 60 calendar days (or 90 calendar days in the event of a "full review" by the Commission) following the date of the Offering. Pursuant to a board representation agreement, dated March 7, 2022, Sylebra Capital has been granted the right to designate (i) one person to be nominated for election to the Board so long as Sylebra Capital together with its affiliates beneficially owns at least 10.0% of the outstanding shares of Common

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information set forth under Item 1.01 is incorporated by reference into this Item 3.02. The securities being sold pursuant to the Subscription Agreements are being sold and issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506 promulgated thereunder, and in reliance on similar exemptions under applicable state laws.

03. Material Modification to Rights of Security Holders

Item 3.03. Material Modification to Rights of Security Holders. The information set forth under Item 1.01 is incorporated by reference into this Item 3.03.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Set forth below is a list of Exhibits included as part of this Current Report. Exhibit Number Description of Exhibit 10.1 Form of Subscription Agreement 10.2 Redline of Conformed Credit Agreement (through Seventh Amendment) 99.1 Press release dated February 5, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. PureCycle Technologies, Inc. Date: February 6, 2025 By: /s/ Jaime Vasquez Jaime Vasquez, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR