Item 3.02 Unregistered Sales of Equity Securities

The information contained in Item 8.01 concerning the partial conversion of the Convertible Notes (as defined below) is hereby incorporated into this Item 3.02 by reference.

Item 7.01 Regulation FD Disclosure

On October 26, 2021, Leidos Engineering, LLC ("Leidos"), issued its monthly report for the period ending September 30, 2021 to the trustee for the Revenue Bonds (as defined below) regarding the progress of construction activities at the site of PureCycle Technologies, Inc.'s (the "Company") Ironton, Ohio facility (the "September Report"). A copy of the September Report can be found in the "Investors" section, under "SEC Filings and Reports," of the Company's website www.purecycle.com.




Item 8.01 Other Events

On October 22, 2021, the Company issued a total of 6,533,532 shares of the Company's common stock, par value $0.001 per share ("Common Stock"), upon the conversion of $45,260,256 of its outstanding convertible notes (the "Convertible Notes") to certain holders of such Convertible Notes, resulting in a reduction of the Company's outstanding indebtedness by $45,260,256 (the "Magnetar Conversion"). Following the Magnetar Conversion, $18.2 million of the Convertible Notes remain outstanding and is 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 shares of Common Stock were issued in reliance on the exemption contained 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 construction monitor engaged by the Company in connection with the issuance of the Southern Ohio Port Authority Exempt Facility Revenue Bonds, Tax Exempt Series 2020A, Tax Exempt Series 2020B and Taxable Series 2020C (the "Revenue Bonds"), issued 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 noted the Company currently estimates it will incur Phase II Facility related costs of approximately $30.0-$40.0 million in excess of the funding provided by the Revenue Bonds. The additional costs are expected to de-risk the commercialization process by allowing the Company to expand feedstock supplies through the ability to process higher levels of solids and non-polypropylene contaminants in acquired feedstocks and improve the overall operational reliability through process safety and digital improvements. The additional costs represent minor process engineering design and process safety improvements, increased labor and material costs related to supply chain issues due, in part, to the COVID-19 pandemic, as well as other unanticipated additional costs.

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