PureCycle Technologies LLC (PCT) signed a letter of intent to acquire Roth CH Acquisition I Co. (NasdaqCM:ROCH) from Roth Capital Partners, LLC, Craig-Hallum Capital Group LLC and others in a reverse merger transaction for approximately $950 million on August 30, 2020. PureCycle Technologies LLC (PCT) entered into an agreement and plan of merger to acquire Roth CH Acquisition I Co. (NasdaqCM:ROCH) from Roth Capital Partners, LLC, Craig-Hallum Capital Group LLC and others in a reverse merger transaction on November 16, 2020. Pursuant to the terms, ROCH will issue approximately $835 million of new common stock, $76.5 million of funds from ROCH trust accounts and funds from the $250 million PIPE. The consideration also includes 4 million earnout shares. Upon completion, ROCH's existing stockholders, will own approximately 8.3%, PCT's existing securityholders will own approximately 70.6%, and approximately 21.1% of the outstanding shares of the combined entity will be held by certain institutional and accredited investors who have committed to purchase shares of ROCH Common Stock. Upon closing of the transaction, the newly created holding company will be re-named “PureCycle Technologies, Inc.” and will be listed on the Nasdaq Capital Market under the new ticker symbols PCT, PCTTW and PCTTU, respectively. Additionally, ROCH entered into definitive purchase agreements for a $250 million common stock PIPE transaction. The following will continue to serve as executive officers and directors of the Combined Company namely Michael Otworth, Chief Executive Officer and Director; Michael Dee, Chief Financial Officer; David Brenner, Chief Commercial Officer; John Scott, Chief Science Officer and Director; Dustin Olson, Chief Manufacturing Officer; Brad Kalter, General Counsel and Corporate Secretary and the Non-Employee Directors includes: Richard Brenner, Tanya Burnell, James Donnally and Andy Glockner.

The business combination is subject to regulatory approvals other customary closing conditions. The closing of the transaction is subject to certain conditions including, the stockholder approval of ROCH has been obtained; approval of the PCT Unitholders, resignation of all of the officers and directors of ROCH and post-closing directors have been appointed to the Board of combined company, the Form S-4 containing the Proxy Statement/Prospectus has become effective and no stop order suspending the effectiveness of the Form S-4 is in effect and no proceedings for that purpose is pending before or threatened by the SEC; The Holdings Common Shares have been approved for listing on Nasdaq; After giving effect to all redemptions of ROCH Public Shares pursuant to the Offer, ROCH will have net tangible assets of at least $5,000,001 upon consummation of the merger; PCT shall have a minimum available closing cash balance of $250 million; The PIPE Financing has been consummated pursuant to the subscription agreements; and The waiting period for the HSR Filing has expired or been terminated. The business combination has been unanimously approved by the Boards of Directors of both PCT and ROCH. Contemporaneously with the execution of the merger agreement, 74.78% of PCT's voting unitholders entered into the Company Support Agreement, pursuant to which such voting unitholders of PCT agreed to approve the merger agreement and the Business Combination. ROCH's special meeting of stockholders to approve the transaction will be held on March 16, 2021. At meeting, the shareholders of ROCH approved the transaction. As of December 21, 2020, the early termination notices has been granted by Federal Trade Commission. The transaction is expected to close in the first quarter of 2021. As of February 3, 2021, assuming the requisite regulatory and stockholder approvals are received, ROCH expects that the business combination will occur as soon as possible following its special meeting of stockholders. Mitchell S. Nussbaum and Giovanni Caruso of Loeb & Loeb LLP acted as legal advisors for ROCH Acquisition and Joel May, Bryan E. Davis and Patrick S. Baldwin of Jones Day acted as legal advisors for PureCycle. Perella Weinberg Partners and Oppenheimer & Co. Inc. are acting as financial advisors to PureCycle. Mark Zimkind of Continental Stock Transfer & Trust Company acted as transfer agent to ROCH. Karen Smith of Advantage Proxy, Inc. acted as information agent for ROCH for a fee of $7,500. Morrow & Co., LLC acted as information agent for ROCH for a fee of $22,500.

PureCycle Technologies LLC (PCT) completed the acquisition of Roth CH Acquisition I Co. (NasdaqCM:ROCH) from Roth Capital Partners, LLC, Craig-Hallum Capital Group LLC and others in a reverse merger transaction on March 17, 2021. PureCycle's common stock is expected to begin trading on the Nasdaq Stock Market under the ticker symbol “PCT” commencing March 18, 2021. PureCycle's units and warrants are also expected to begin trading on the Nasdaq Stock Market under the ticker symbols “PCTTU” and “PCTTW”, respectively. Upon completion of the business combination, the combined company changed its name to PureCycle Technologies, Inc.