PureCycle Technologies, Inc.

DEF 14A 1 d70605ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

**(Rule 14a-101) **

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

PureCycle Technologies, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

20 North Orange Avenue, Suite 106

Orlando, Florida 32801

NOTICE OF CONSENT SOLICITATION

FOR WARRANT HOLDERS

To the Registered Holders of PCT Warrants of PureCycle Technologies, Inc.:

Attached hereto is a Consent Solicitation Statement which solicits the consent of the Registered Holders (as defined in the Consent Solicitation Statement) of the PCT Warrants (as defined in the Consent Solicitation Statement) of PureCycle Technologies, Inc., a Delaware corporation (the “Company”), to amend the Warrant Agreement, dated as of May 4, 2020 (the “Original Warrant Agreement”), by and between an affiliate of the Company (f/k/a Roth CH Acquisition I Co. and now known as PureCycle Technologies Holdings Corp., a wholly-owned direct subsidiary of the Company) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), as supplemented by the Supplemental Warrant Agreement, dated as of February 25, 2026, by and between the Company and the Warrant Agent (the “First Supplemental Warrant Agreement” and, together with the Original Warrant Agreement, the “Warrant Agreement”).

Pursuant to the terms and conditions contained in the PCT Warrants, all (and not less than all) of the PCT Warrants, other than the private PCT Warrants held by initial purchasers and affiliates or their permitted transferees, are redeemable, in whole but not in part, at the Company’s option any time prior to their expiration at the price of $0.01 per PCT Warrant, provided that the last sales price of the shares of Common Stock has been equal to or greater than $18.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) (the “Redemption Trigger Price”) for any 20 trading days within a 30 trading day period commencing after the PCT Warrants became exercisable and ending on the third business day prior to the date on which notice of redemption is given. The proposed amendment to the Warrant Agreement lowers the Redemption Trigger Price from $18.00 to $14.38 per share (the “Warrant Amendment”). The Warrant Amendment requires the approval of the Registered Holders of a majority of the outstanding PCT Warrants and is described in detail in the Consent Solicitation Statement.

In addition, the PCT Warrants will expire at 5:00 p.m., New York City time, on the earlier of (i) June 17, 2026, or (ii) the date fixed for redemption of the PCT Warrants pursuant to the terms of the PCT Warrants (the “Expiration Date”). If the Company receives the requisite consents for the Warrant Amendment, then the Company’s Board of Directors (the “Board”) will take the actions necessary to extend the Expiration Date of all PCT Warrants to 5:00 p.m., New York City time, on the earlier of (i) March 17, 2027, or (ii) the date fixed for redemption of the PCT Warrants pursuant to the terms of the PCT Warrants (the “Extension”).

The Board (1) has determined that the proposed Warrant Amendment is in the best interests of the Company and the Registered Holders of the PCT Warrants, (2) has unanimously approved the proposed Warrant Amendment, (3) recommends that the Registered Holders of the PCT Warrants consent to the proposed Warrant Amendment and (4) has committed to effectuate the Extension if the proposed Warrant Amendment is approved. Accordingly, the Board requests that you sign, date and return the consent delivered with the Consent Solicitation Statement in the enclosed envelope (the “Consent”), or follow the instructions in this Consent Solicitation Statement and on the Consent to provide your consent via mail, email or Internet, by 5:00 p.m. Eastern Time on April 16, 2026. The date of this Consent Solicitation Statement is March 26, 2026, and it is being mailed on or about March 27, 2026, to all Registered Holders of the PCT Warrants as of the close of business on March 17, 2026.

By Order of the Board of Directors

Dustin Olson

Chief Executive Officer

March 26, 2026

20 North Orange Avenue, Suite 106

Orlando, Florida 32801

CONSENT SOLICITATION STATEMENT

FOR THE WARRANT HOLDERS OF

March 26, 2026

PureCycle Technologies, Inc., a Delaware corporation (the “Company,” “we,” “our” or “us”), is soliciting consents (the “Consent Solicitation”) from the Registered Holders (as defined below) of the Company’s outstanding public and private warrants (the “PCT Warrants”) which were issued pursuant to the Warrant Agreement, dated as of May 4, 2020 (the “Original Warrant Agreement”), by and between an affiliate of the Company (f/k/a Roth CH Acquisition I Co. and now known as PureCycle Technologies Holdings Corp., a wholly-owned direct subsidiary of the Company) and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), as supplemented by the Supplemental Warrant Agreement, dated as of February 25, 2026, by and between the Company and the Warrant Agent (the “First Supplemental Warrant Agreement” and, together with the Original Warrant Agreement, the “Warrant Agreement”), which governs all of the PCT Warrants. Each PCT Warrant is exercisable for one whole share of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an exercise price of $11.50 per share.

Pursuant to the terms and conditions contained in the PCT Warrants, all (and not less than all) of the PCT Warrants, other than the private PCT Warrants held by initial purchasers and affiliates or their permitted transferees (the “Excluded PCT Warrants”), are redeemable, in whole but not in part, at the Company’s option any time prior to their expiration at the price of $0.01 per PCT Warrant, provided that the last sales price of the shares of Common Stock has been equal to or greater than $18.00 per share (subject to adjustment for splits, dividends, recapitalizations and other similar events) (the “Redemption Trigger Price”) for any 20 trading days within a 30 trading day period commencing after the PCT Warrants became exercisable and ending on the third business day prior to the date on which notice of redemption is given. The proposed amendment to the Warrant Agreement lowers the Redemption Trigger Price from $18.00 to $14.38 per share (the “Warrant Amendment”). The Warrant Amendment requires the approval of the Registered Holders of a majority of the outstanding PCT Warrants and is described in detail in this Consent Solicitation Statement. “Registered Holders” shall mean the record holders of the PCT Warrants on the record books of the Warrant Agent as of the close of business on March 17, 2026 (the “Record Date”).

In addition, the PCT Warrants will expire at 5:00 p.m., New York City time, on the earlier of (i) June 17, 2026, or (ii) the date fixed for redemption of the PCT Warrants pursuant to the terms of the PCT Warrants (the “Expiration Date”). If the Company receives the requisite consents for the Warrant Amendment, then the Company’s Board of Directors (the “Board”) will take the actions necessary to extend the Expiration Date of all PCT Warrants to 5:00 p.m., New York City time, on the earlier of (i) March 17, 2027, or (ii) the date fixed for redemption of the PCT Warrants pursuant to the terms of the PCT Warrants (the “Extension”).

The date of this Consent Solicitation Statement is March 26, 2026, and it is being mailed on or about March 27, 2026, to all Registered Holders.

A copy of the consent to be executed by the Registered Holders of the PCT Warrants is annexed to this Consent Solicitation Statement asAnnex A (the “Consent”). The form of the Second Supplemental Warrant Agreement required to amend the Warrant Agreement is included asAnnex B to this Consent Solicitation Statement (the “Second Supplemental Warrant Agreement”).

The Board, by action taken on March 5, 2026, unanimously approved the Warrant Amendment and has directed that such matters be submitted to the Registered Holders of the PCT Warrants for approval. As of the Record Date, there were 5,893,827 PCT Warrants outstanding. The written consent of the Registered Holders of a majority of the outstanding PCT Warrants are required in order to approve the Warrant Amendment, and, upon such approval, the Board will take the actions necessary to effectuate the Extension. One such holder is Cede & Co., a nominee for The Depositary Trust Company (“DTC”). PCT Warrants that are held by financial institutions as nominees for beneficial owners of the PCT Warrants are deposited into participant accounts at DTC and are considered to be held of record by Cede & Co. as one holder. For each PCT Warrant held in street name as of the Record Date, the underlying beneficial owner of the PCT Warrant is entitled to consent to the Warrant Amendment. As such, Registered Holders and beneficial owners in street name of the PCT Warrants are entitled to a total of 5,893,827 consents. See “Consent Solicitation Summary—How to Consent” for more information about the consent process. You may revoke your written consent at any time prior to the time that we have received a sufficient number of consents to approve the Warrant Amendment. A revocation may be in any written form validly signed and dated by you, as long as it clearly states that the consent previously given is no longer effective. The revocation should be sent to Mediant Communications, Inc. (“Mediant”) by email at tabulations@betanxt.com.

We will pay the costs of soliciting these consents. We have engaged Mediant to assist with the communications with holders of PCT Warrants for an estimated fee of $7,500. In addition to soliciting consents by mail, our officers, directors and other regular employees, without additional compensation, may solicit consents personally, bye-mail or by other appropriate means. Banks, brokers, fiduciaries and other custodians and nominees who forward written consent soliciting materials to their principals will be reimbursed for their customary and reasonableout-of-pocket expenses.

Our executive offices are located at 20 North Orange Avenue, Suite 106, Orlando, Florida 32801.