Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Revolving Credit Agreement
PureCycle Technologies, Inc. (the “Company”) is party to that certain Credit Agreement (as amended, the “Revolving Credit Agreement”) dated as of March 15, 2023, with PureCycle Technologies Holdings Corp., PureCycle Technologies, LLC, PureCycle Augusta, LLC and PureCycle (Thailand) Company Limited (collectively, the “Guarantors”), Sylebra Capital Partners Master Fund, LTD, Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, the “Lenders”), and Kroll Trustee Services (HK) Limited (the “Administrative Agent” and “Security Agent”), providing the Company with a revolving credit facility pursuant to which the Company can borrow up to $200 million (the “Revolving Credit Facility”). On June 10, 2026, the Company, the Guarantors, the Administrative Agent, the Security Agent and the Lenders executed a Limited Consent and Eleventh Amendment to Credit Agreement (“Eleventh Amendment to Credit Agreement”), which amends the Revolving Credit Agreement to, among other things, (i) permit the Offerings (as defined below) and (ii) remove as secured obligations certain obligations in respect of the Company’s Series A Preferred Stock, par value $0.001 per share, Series C Warrants and Pre-Funded Warrants, in each case, owed by Sylebra Capital Management and/or its affiliates. The Lenders and their affiliates are greater than 5% beneficial owners of the Company.
The foregoing description of the Eleventh Amendment to Credit Agreement is not complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01. Other Events.
On June 10, 2026, the Company issued a press release announcing the Company’s intention to offer, subject to market conditions and other factors, $250.0 million aggregate principal amount of its convertible senior notes due 2032 and $145.0 million of shares of its common stock, par value $0.001 per share, in concurrent underwritten public offerings (together, the “Offerings”). A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In connection with the Offerings and related transactions described herein, the Company is filing certain updated risk factors disclosures applicable to its business for the purpose of updating disclosures contained in the Company’s prior public filings, including those discussed under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on February 26, 2026. The updated risk factors are attached hereto as Exhibit 99.2 and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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| Exhibit No. |
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Description of Exhibit |
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| 10.1 |
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Eleventh Amendment to Credit Agreement, dated as of June 10, 2026, among PureCycle Technologies, Inc. as the Borrower, PureCycle Technologies, LLC, PureCycle Technologies Holdings Corp., PureCycle Augusta, LLC and PureCycle (Thailand) Company Limited, as Guarantors, Sylebra Capital Partners Master Fund, LTD, Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund, the Lenders, and Kroll Trustee Services (HK) Limited, as Administrative Agent and as Security Agent. |
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| 99.1 |
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Press Release of PureCycle Technologies, Inc. dated June 10, 2026. |
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| 99.2 |
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Risk Factors |
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| 104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
