PURECYCLE TECHNOLOGIES, INC. : Unregistered sale of equity securities, disclosure of FD regulations, other events (form 8-K)

Item 3.02 Unrecorded Sales of Equity securities

The information in Item 8.01 relating to the Partial Conversion of Convertible Notes (as defined below) is hereby incorporated in this Item 3.02 by reference.

Section 7.01 Regulation FD Disclosure

At October 26, 2021, Leidos Engineering, LLC (“Leidos”), published its monthly report for the period ending September 30, 2021 to the fiduciary of tax obligations (as defined below) regarding the progress of construction activities on the site of PureCycle Technologies, Inc. (the company “) Ironton, Ohio
(the “September Report”). A copy of the September report is available in the “Investors” section under “SEC Filings and Reports” of the Company’s website www.purecycle.com.

Item 8.01 Other Events

At 22 October 2021, the Company issued a total of 6,533,532 ordinary shares of the Company, par value $ 0.001 per share (“Ordinary shares”), upon the conversion of $ 45,260,256 of its convertible notes in circulation (the “convertible notes”) to certain holders of these convertible notes, resulting in a reduction of the Company’s outstanding debt of $ 45,260,256 (the “magnetar conversion”). Following the magnetar conversion, $ 18.2 million convertible notes remain in circulation and are convertible at the option of the holders at any time until the close of business on the business day immediately preceding the maturity date. The common shares were issued on the basis of the exemption provided in Section 4 (a) (2) of the Securities Act, as the issuance of the shares did not involve any public offering.

As noted above, Leidos, the independent third-party building inspector engaged by the Company in connection with the Southern Ohio Port Authority’s Exempt Facilities Tax Bond issuance, Tax Exempt Series 2020A, Tax Exempt Series 2020B and Taxable Series 2020C (the “tax obligations”), released the September report. The September report provided an update on the status of the Company’s construction activities at its first commercial polypropylene purification plant in Ironton, Ohio (the “Phase II Facility”).

The September report stated that the company currently estimates that it will incur costs related to the Phase II installation of approximately $ 30.0 to $ 40.0 million beyond the funding provided by tax obligations. The additional costs are expected to reduce the risks associated with the commercialization process by allowing the Company to expand the supply of raw materials through the ability to handle higher levels of solids and non-polypropylene contaminants in the raw materials acquired and ” improve overall operational reliability through process security and digital enhancements. The additional costs represent minor improvements in process engineering design and process safety, increased labor and material costs related to supply chain issues due, in part, to the COVID-19 pandemic, as well as other unforeseen additional costs.

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