0001830033 0001830033 2023-05-10 2023-05-10 0001830033 us-gaap:CommonStockMember 2023-05-10 2023-05-10 0001830033 us-gaap:WarrantMember 2023-05-10 2023-05-10 0001830033 us-gaap:MemberUnitsMember 2023-05-10 2023-05-10



United States






(Amendment No. 1)




Pursuant to Section 13 Or 15(d)

of the Securities Exchange Act Of 1934

Date of report (Date of earliest event reported): May 10, 2023

PureCycle Technologies, Inc.


(Exact Name of Registrant as Specified in its Charter)







(State or other jurisdiction
of incorporation)
File Number)
  (I.R.S. Employer
Identification No.)


5950 Hazeltine National Drive,           Suite 300,   Orlando   




(Address of Principal Executive Offices)    (Zip Code)

Registrant’s telephone number, including area code: (877) 648-3565



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class




Name of each exchange
on which registered

Common Stock, par value $0.001 per share   PCT   The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share   PCTTW   The Nasdaq Stock Market LLC
Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant   PCTTU   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07 Submission of Matters to a Vote of Security Holders.

(d) PureCycle Technologies, Inc. (“Company”) filed a Current Report on Form 8-K on May 15, 2023 (the “Original Report”) to report the final results for each of the matters submitted to a vote of stockholders at its 2023 Annual Meeting of Stockholders held on May 10, 2023 (the “Annual Meeting”). As previously reported in the Original Report, at the Annual Meeting, a majority of the Company’s stockholders voted in favor of holding annual Say on Pay votes. The Company’s Board of Directors has considered the outcome of this advisory vote and has determined, consistent with the stated preference of the stockholders, that the Company will hold future Say on Pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of Say on Pay votes.



Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: September 15, 2023     By:  

/s/ Lawrence Somma

      Lawrence Somma
      Chief Financial Officer