UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

PureCycle Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 

1.01 Entry into a Material Definitive Agreement.

On May 7, 2024, PureCycle Technologies LLC (“PCT LLC”), a Delaware limited liability company and an indirect wholly owned subsidiary of PureCycle Technologies, Inc. (the “Company”), a Delaware corporation, and Pure Plastic LLC (“Pure Plastic”), a Delaware limited liability company, executed a bond purchase agreement (as subsequently amended and restated to reflect the appropriate denomination of bonds, the “Amended and Restated Bond Purchase Agreement”), whereby Pure Plastic purchased approximately $94.3 million in aggregate par amount of Bonds owned by PCT LLC (the “Purchased Bonds”), including (i) a portion of the Series 2020A Bonds, (ii) all of the Series 2020B Bonds, and (iii) all of the Series 2020C Bonds, at a purchase price of $800 per $1,000 principal amount of the Purchased Bonds. Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Amended and Restated Bond Purchase Agreement. Affiliates of Pure Plastic are greater than 5% beneficial owners of the Company.

On May 28, 2024, PCT LLC and Pure Plastic executed that certain First Amendment to Amended and Restated Bond Purchase Agreement (“First Amendment”) whereby Exhibit A to the Amended and Restated Bond Purchase Agreement was replaced with Exhibit A-3 to the First Amendment to facilitate the transfer by the Depository Trust Company of certain of the Purchased Bonds. The total amount of the Purchased Bonds and the cash due from Pure Plastic to PCT LLC remains the same. Except as summarized above and as set forth in the First Amendment, PCT LLC and Pure Plastic each acknowledged and reaffirmed the terms of the Amended and Restated Bond Purchase Agreement in the First Amendment.

The foregoing description of the First Amendment to Amended and Repurchased Bond Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the First Amendment to Amended and Restated Bond Purchase Agreement, which is attached hereto as Exhibit 10.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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.

Exhibit 10.1

FIRST AMENDMENT TO

AMENDED AND RESTATED BOND PURCHASE AGREEMENT

This FIRST AMENDMENT TO AMENDED AND RESTATED BOND PURCHASE AGREEMENT (this “First Amendment” and together with the Original Agreement (as defined herein), the “Agreement”) is entered into as of May 28, 2024, by and between Pure Plastic LLC, a Delaware limited liability company (the “Purchaser”), and PureCycle Technologies LLC, a Delaware limited liability company, qualified to do business in the State of Ohio (the “Seller” or the “Guarantor” and together with the Purchaser, the “parties”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Amended and Restated Bond Purchase Agreement dated as of May 7, 2024, between the Seller and Purchaser (the “Original Agreement”) or the Indenture (as defined herein), as applicable;

WHEREAS, the Seller and Purchaser entered into the Original Agreement, held the initial closing (the “Initial Closing”) on the Initial Closing Date and delivered additional Purchased Bonds on the First Additional Delivery Date as contemplated in the Original Agreement;

WHEREAS, upon settling the transaction contemplated in the Original Agreement to be settled on the Initial Closing Date by means of “free delivery” through UBS Financial Services, Inc., as agreed by the parties, the Depository Trust Company did not accept certain of the Purchased Bonds to be delivered on the Initial Closing Date, which are identified on Exhibit A-1 attached hereto and by this reference made a part hereof, for transfer within its book-entry system to the Purchaser, and subsequently, Seller and Purchaser agreed to the transfer by Seller to Purchaser (the “Subsequent Transfer”) of those Purchased Bonds indicated on Exhibit A-2 attached hereto and by this reference made a part hereof, to replace those Purchased Bonds identified on Exhibit A-1, at the Purchase Price set forth in the Original Agreement;

WHEREAS, upon the settlement of the Subsequent Transfer on this date, the Purchased Bonds identified on Exhibit A to the Original Agreement shall include, among others there indicated, those Purchased Bonds identified on Exhibit A-2, and not those Purchased Bonds that are identified on Exhibit A-1;

WHEREAS, Seller and Purchaser acknowledge and agree (a) to the settlement of the Subsequent Transfer upon the terms and conditions set forth herein and ratify any actions taken with respect to the settlement of the Subsequent Transfer by authorized persons on behalf of the Seller and Purchaser, respectively, and (b) that all conditions to be satisfied by Seller and Purchaser with respect to the Initial Closing have been met to the satisfaction of Seller and Purchaser; and

WHEREAS, Seller and Purchaser acknowledge and agree (a) that those Purchased Bonds transferred to Purchaser pursuant to the Original Agreement on the First Additional Delivery Date were transferred and settled on that date, and (b) that all conditions to be satisfied by Seller and Purchaser with respect to the First Additional Delivery Date have been met to the satisfaction of Seller and Purchaser; and

NOW, THEREFORE, in consideration of the premises and the mutual agreements contained in this First Amendment, and for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged by the parties, the parties hereto agree as follows:

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date first written above.

Exhibit A-1

Par Amount CUSIP Number

$12,370,000 84355A AA0

Exhibit A-2

Par Amount CUSIP Number

$12,370,000 84355A AC6

Exhibit A-3

Restated Exhibit A

Purchased Bonds

Par Amount CUSIP Numbers

$10,000,000 84355A AF9

$10,000,000 84355A AE2

$10,000,000 84355A AD4

$12,370,000 84355A AC6

$26,940,000 84355A AB8

$69,310,000

Par Amount CUSIP Number

$6,250,000 84355A AB8

Par Amount CUSIP Numbers

$ 5,510,000 84355A AB8

$13,240,000 84355A AC6

$18,750,000