PureCycle Technologies Inc美股招股说明书(2026-06-10版)

PureCycle Technologies, Inc. % Convertible Senior Notes due 2032 We are offering $250,000,000 principal amount of our% Convertible Senior Notes due 2032 (the “notes”). The notes willbear interest at a rate of% per year, payable semiannually in arrears on January1 and July1 of each year, beginning onJanuary1, 2027. The notes will mature on July1, 2032, unless earlier converted, redeemed or repurchased. Holders may convert all or any portion of their notes at their option at any time prior to the close of business on the secondscheduled trading day immediately preceding the maturity date. Upon conversion, we will pay or deliver, as the case may be,cash, shares of our common stock, par value $0.001 per share (our “common stock”) or a combination of cash and shares of ourcommon stock, at our election, as described in this prospectus supplement. The conversion rate will initially beshares of common stock per $1,000 principal amount of notes (equivalent toan initial conversion price of approximately $per share of common stock). The conversion rate will be subject to adjustmentin some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events thatoccur prior to the maturity date or if we deliver a notice of redemption, we will, in certain circumstances, increase theconversion rate for a holder who elects to convert its notes in connection with such a corporate event or convert its notes called(or deemed called) for redemption during the related redemption period (as defined in this prospectus supplement), as the casemay be. We may not redeem the notes prior to July6, 2029. We may redeem for cash all or any portion of the notes (subject to thepartial redemption limitation described in this prospectus supplement), at our option, on a redemption date on or after July6,2029 if the last reported sale price of our common stock has been at least 130% of the conversion price then in effect for at least20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day ofsuch period) ending on, and including, the trading day immediately preceding the date on which we provide notice ofredemption, at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaidinterest to, but excluding, the redemption date. No sinking fund is provided for the notes. On July8, 2030 or if we undergo a “fundamental change” (as defined in this prospectus supplement), then, subject tocertain conditions and except as described in this prospectus supplement, holders may require us to repurchase for cash all orany portion of their notes at a specified repurchase date repurchase price or fundamental change repurchase price, as applicable,equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, therelevant repurchase date. The notes will be our general unsecured obligations and will rank senior in right of payment to all of our indebtedness thatis expressly subordinated in right of payment to the notes; equal in right of payment with all of our existing and future liabilitiesthat are not so subordinated, including the Green Convertible Notes (as defined in this prospectus supplement); effectively juniorto any of our secured indebtedness to the extent of the value of the assets securing such indebtedness, including any borrowingsunder the Revolving Credit Facility (as defined in this prospectus supplement); and structurally junior to all indebtedness andother liabilities (including trade payables) of our current or future subsidiaries, including the Revenue Bonds. The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and theaccompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission and are not offers to sell norsolicitations of offers to buy these securities in any jurisdiction where such offer or sale is not permitted.Concurrently with this offering, we are conducting an underwritten public offering (the “Concurrent Stock Offering”) of$145.0million of shares of our common stock (or up to $163.75million of shares of our common stock if the underwriters in theConcurrent Stock Offering exercise their option to purchase additional shares in full) pursuant to a separate prospectussupplement. We expect to use a portion of the net proceeds from this offering and the Concurrent Stock Offering, ifconsummated, to repurchase for cash $million in aggregate principal amount at maturity of our 7.25% Green ConvertibleSenior Notes due 2030 (the “Green Convertible Notes”) including $million in aggregate principal amount at maturity ofGreen Convertible Notes held by Table of Contents certain entities affiliated with Sylebra Capital Management (the “affiliated investors”), in privately negotiated tr