PureCycle Technologies Inc美股招股说明书(2025-01-15版)

15,039,729 Shares of Common Stock This prospectus relates to the offer and sale from time to time, on a resale basis, by the selling stockholdersidentified herein (the “Selling Stockholders”) or their permitted transferees, of up to an aggregate of 15,039,729shares (“Common Shares”) of our common stock, par value $0.001 per share (“Common Stock”), consisting of: (i)8,528,786 shares of Common Stock that are issued and outstanding (“Private Placement Common Shares”), (ii)5,000,000 shares of Common Stock (“Series C Warrant Common Shares”) issuable upon exercise of Series Cwarrants (“Series C Warrants”) and (iii) 1,510,943 shares of Common Stock (the “RTI Warrant Common Shares”)issuable upon exercise of redeemable conditional warrants (“RTI Warrants”), held by the Selling Stockholders. ThePrivate Placement Common Shares and Series C Warrants were issued to the Selling Stockholders in connectionwith a private placement we completed on September 13, 2024 (the “Private Placement”). The RTI Warrants wereoriginally issued to Resin Technology, Inc. on June 29, 2018 in connection with the terms of a professional servicesagreement entered into with PureCycle Technologies LLC. The RTI Warrants were then later assigned to RecycledResin Investors, LLC in October 2020 before being issued in their current form to Recycled Resin Investors, LLC inconnection with the Business Combination (as defined below). We will not receive any of the proceeds from the saleby the Selling Stockholders of the Private Placement Common Shares, Series C Warrant Common Shares or RTIWarrant Common Shares. Upon any exercise of the Series C Warrants or RTI Warrants by payment of cash,however, we will receive the exercise price of such Series C Warrants or RTI Warrants. The Selling Stockholders may sell or otherwise dispose of the Common Shares covered by this prospectus in anumber of different ways and at varying prices. The Selling Stockholders may offer and sell shares of CommonStock in public or private transactions, or both. We provide more information about how the Selling Stockholdersmay sell or otherwise dispose of the Common Shares covered by this prospectus in the section entitled “Plan ofDistribution” beginning on page 32. Discounts, concessions, commissions and similar selling expenses attributableto the sale of Common Shares covered by this prospectus will be borne by the Selling Stockholders. We will pay allexpenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration ofthe Common Shares with the Securities and Exchange Commission (the “SEC”). You should carefully read this prospectus and any accompanying prospectus supplement, together with thedocuments we incorporate by reference, before you invest in our Common Stock. Our Common Stock, publicly traded warrants and publicly traded units are listed on the Nasdaq Capital Market(“NASDAQ”) under the symbols “PCT,” “PCTTW” and “PCTTU,” respectively. On January 15, 2025, the lastreported sales price of our Common Stock was $9.59 per share, the last reported sales price of our publicly tradedwarrants (“Public Warrants”) was $3.00 per Public Warrant and the last reported sales price of our units was $11.23per unit. Investing in our Common Stock is highly speculative and involves a high degree of risk. See“Risk Factors” beginning on page 5 of this prospectus and any risk factors described in anyapplicable prospectus supplement and in the documents we incorporate by reference. Neither the SEC nor any state securities commission has approved or disapproved of these securities orpassed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminaloffense. The date of this prospectus is January 15, 2025 Table of Contents TABLE OF CONTENTS eABOUT THIS PROSPECTUSiiSUMMARY1RISK FACTORS5CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS6USE OF PROCEEDS8DESCRIPTION OF SECURITIES9PRIVATE PLACEMENT OF RTI WARRANTS, SHARES OF COMMON STOCK, SERIES CWARRANTS AND PREFERRED STOCK19CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS21SELLING STOCKHOLDERS26PLAN OF DISTRIBUTION30LEGAL MATTERS32EXPERTS33WHERE YOU CAN FIND MORE INFORMATION34INFORMATION INCORPORATED BY REFERENCE35 Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement we filed with the SEC using a “shelf” registration process. Underthis shelf registration process, the Selling Stockholders may, from time to time, offer and sell, on a resale basis, thesecurities described in this prospectus in one or more offerings. The Selling Stockholders may use the shelfregistration statement to sell up to an aggregate of 15,039,729 Common Shares from time to time through any meansdescribed in the section entitled “Plan of Distribution.” More specific terms of any securities that the SellingStockholders offer and sell may be provided in a prospectus supplement that describes, among other things, thespecific amoun