← Back to PCT filing summaryOriginal filing text · Part I
Item 2 — Management's Discussion and Analysis
Purecycle Technologies, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
View complete filing on SEC EDGAR ↗This is the extracted source text from the SEC filing. Formatting may differ from the original document.
CAUTIONARY STATEMENT ON FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including statements about the financial condition, results of operations, earnings outlook and prospects of PureCycle Technologies, Inc. (“PCT”). Forward-looking statements generally relate to future events or future financial or operating performance and may refer to projections and forecasts. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” "aim," “anticipate,” "drive," “intend,” “outlook,” “estimate,” "expect," “forecast,” "future," "goal," "guidance," “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions (or the negative versions of such words or expressions), but the absence of these words does not mean that a statement is not forward-looking. When used in this report, the terms “we,” “us,” “our,” “PCT” and the “Company” mean PureCycle Technologies, Inc. and its consolidated subsidiaries, collectively.
The forward-looking statements are based on the current expectations of the management of PCT and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this Quarterly Report on Form 10-Q. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section of PCT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report on Form 10-K”) entitled “Risk Factors,” those discussed and identified in other public filings made with the U.S. Securities and Exchange Commission (the “SEC”) by PCT and the following:
•Our ability to obtain funding for our operations, future capital requirements and future growth, and to continue as a going concern;
•Our ability to meet, continue to meet, and comply on an ongoing basis with the numerous regulatory requirements applicable to our PureFive® resin both generally and in food-grade applications and, more broadly, the operations of our facilities (including in the United States, Europe, Asia and other future international locations);
•Expectations and changes regarding our strategies and future financial performance, including future business plans, expansion plans or objectives, prospective performance and opportunities and competitors, revenues, products and services, pricing, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and our ability to invest in growth initiatives, which could be impacted by significant changes to tariffs on foreign imports;
•The ability of our first commercial-scale recycling facility in Lawrence County, Ohio (the "Ironton Facility") to be appropriately certified by Leidos Engineering, LLC, following certain performance and other tests, and commence full-scale commercial operations in a timely and cost-effective manner, or at all;
•Our ability to meet, and to continue to meet, the requirements imposed upon us and our subsidiaries by the funding for our operations, including the funding for the Ironton Facility, and the Planned Facilities (as defined below);
•Our ability to minimize or eliminate the many hazards and operational risks at our manufacturing facilities that can result in potential injury to individuals, disrupt our business, including interruptions or disruptions in operations at our facilities, and subject us to liability and increased costs;
35
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
•Our ability to complete the necessary funding with respect to, and complete the construction of the new polypropylene recycling facility in Thailand (the "Thailand Facility"), our first commercial-scale European plant located in Antwerp, Belgium (the "Belgium Facility"), and the Purification facility to be built in Augusta, Georgia (the "Augusta Facility" and, together with the Thailand Facility and the Belgium Facility, the “Planned Facilities”) in a timely and cost-effective manner;
•Our ability to procure, sort and process polypropylene plastic waste at our planned plastic waste Feed PreP facilities (as defined below);
•Our ability to maintain exclusivity under The Procter & Gamble Company (“P&G”) license (as described below);
•The implementation, market acceptance and success of our business model and growth strategy, which includes our ability to bring a total of one billion pounds of installed polypropylene recycling capability online by 2030, and our ability to meet related construction, regulatory, and financing requirements;
•The ability to negotiate multi-year offtake agreements at appropriate margins to fund ongoing operations;
•The possibility that we may be adversely affected or potentially impacted by economic, business, and/or competitive factors, including interest rates, availability of capital, economic cycles, and other macro-economic impacts (such as tariffs);
•Changes in the prices and availability of materials (such as steel and other materials needed for the construction of future Feed PreP and Purification facilities, as defined below), including those changes caused by inflation, tariffs and supply chain conditions, such as increased transportation costs and global conflicts, and our ability to obtain such materials in a timely and cost-effective manner;
•The ability to source feedstock with a high polypropylene content at a reasonable cost, and the temporary spike in prices due to global conflicts such as the current conflict in the Middle East;
•The development of direct competitors in the recycled polypropylene segment that could impact the demand for our products;
•The outcome of any legal or regulatory proceedings to which we are, or may become, a party;
•Geopolitical risk and changes in applicable laws or regulations;
•Changes in the prices and availability of labor (including labor shortages), turnover in employees, and increases in employee-related costs;
•Any business disruptions due to political or economic instability, pandemics, or armed hostilities (including the ongoing conflict between Russia and Ukraine and active military conflicts in the Middle East); and
•Operational risks associated with the ability to operate the Ironton Facility and the Planned Facilities, as and when operative, at nameplate capacity.
We undertake no obligation to update any forward-looking statements made in this Quarterly Report on Form 10-Q to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q or to reflect new information or the occurrence of unanticipated events, except as required by law.
Should one or more of these risks or uncertainties materialize or should any of the assumptions made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events.
36
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
The following discussion and analysis provides information that our management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read together with the unaudited condensed consolidated financial statements, together with related notes thereto, included elsewhere in this Quarterly Report on Form 10-Q. Unless the context otherwise requires, references in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” to “we,” “us,” “our,” "PCT", and "the Company" are intended to mean the business and operations of PCT and its consolidated subsidiaries.
Overview
We are a Florida-based corporation focused on commercializing a patented dissolution recycling technology to physically separate polypropylene polymer from other plastics, color, odors, and impurities (the “Technology”), originally developed by P&G, for restoring waste polypropylene into resin, called PureFive® resin, which has similar properties and applicability for reuse as virgin polypropylene. We have a global license for the Technology from P&G, which was amended during 2025 to permanently waive the possible clawback of our exclusivity for plants located in North America and extend the time in which our plants must begin construction and commence sales in other regions to avoid a clawback of exclusivity under the license agreement. We have introduced an important new segment to the global polypropylene market that will assist multinational corporations in meeting their sustainability goals as well as federal and state regulations and mandates, providing consumers with polypropylene-based products that are sustainable, and reducing overall polypropylene waste in the world’s landfills and oceans.
Our process includes the following steps:
•Feed Pre-Processing (“Feed PreP”) collects, sorts, and prepares polypropylene waste (“feedstock”) for the dissolution recycling process ("Purification").
•Purification is a dissolution recycling process that uses a combination of solvent, temperature, and pressure to return the feedstock to near-virgin condition through a novel configuration of commercially-available equipment and unit operations. The Purification process puts the plastic through a physical extraction process using supercritical fluids that both extract and filter out other plastics and additives to purify the color, opacity and odor of the plastic without changing the bonds of the polymer. By not altering the chemical makeup of the polymer, we are able to use significantly less energy and reduce production costs as compared to virgin resin.
•Compounding, which involves blending our resin with either virgin resin or additives, is a step that can be used on a case-by-case basis. Compounding allows for the modification of the resin to meet the end-user’s qualifications with melt flow, flexibility, clarity, color and strength being some of the properties that can be tailored through compounding.
37
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Recent Developments
Our future growth plans are anticipated to increase our installed capacity, which includes the following Planned Facilities:
•Construction of a 130 million pound per year polypropylene recycling facility in Rayong, Thailand. We are working with IRPC Public Company Limited ("IRPC") at IRPC’s eco-industrial zone. IRPC is an integrated petrochemical operator in Southeast Asia. Its production structure comprises petroleum and petrochemical complexes, complete with utilities and infrastructure supporting the operations, including a deep-sea port, oil depots and power plants. We intend to leverage this existing site infrastructure to reduce capital and operating expenditure requirements for this project. The permitting process has begun, and the site is expected to become operational during 2028. During May 2026, we announced that we had been admitted to the Thailand FastPass Investment Acceleration Program by the Office of the Board of Investment of Thailand, which provides facilitated access to the approval and permitting processes required to commence business operations. During July 2026, we accepted investment incentives granted by the Thailand Board of Investment for this project, including income tax relief and a waiver of import tariffs on equipment to be utilized at this location.
•Construction of a 130 million pound per year polypropylene recycling facility in Antwerp, Belgium. We are currently drafting the permit application in Belgium with the assistance of consultants and plan to submit our permit application with the relevant authorities (Province of Antwerp) during the latter part of 2026. The permit application requires an environmental impact assessment and external safety report, which are currently in the advanced stage of drafting. The Belgium Facility is projected to become operational during 2029. In March 2026, we signed a €40 million grant agreement from the Innovation Fund with the European Climate, Infrastructure and Environment Executive Agency ("CINEA") to partially fund this project.
•Construction of an enhanced, single-line Purification facility in Augusta, Georgia, designed to produce approximately 300 million pounds per year of recycled polypropylene, with final capacity subject to completion of the facility design. The design of the Augusta Facility is in process and will incorporate learnings from our Ironton Facility. The Augusta Facility is planned to be integrated with Feed PreP and compounding assets. We expect to have the expanded Purification line at the Augusta Facility to achieve mechanical completion by 2030. It is possible that additional, scaled-up lines could be added to the Augusta Facility at a later date.
Components of Results of Operations
Revenue
Our revenue is primarily generated from the sale of recycled and compounded polypropylene resin pellets and co-products to customers. Those sales predominantly contain a single performance obligation and revenue is recognized at the point in time when control of the product is transferred to customers, along with the title, risk of loss and rewards of ownership. Depending on the arrangement with the customer, these criteria are met either at the time the product is shipped or when the product is made available or delivered to the destination specified in the agreement with the customer. Revenue is recognized on the net amount expected to be received by the Company from the customer.
Operating Costs
Operating expenses to date have consisted mainly of personnel costs (including wages, salaries and benefits) and other costs directly related to operations at our operating facilities, including feedstock, rent, depreciation, repairs and maintenance, utilities, offsite storage fees, and supplies. We expect our operating costs to increase as we continue to scale operations and increase headcount.
Research and Development Expense
Research and development expense consists primarily of costs related to the development, refinement, or enhancement of the Technology, the design of the facilities and equipment that will use the Technology to purify
38
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
recycled polypropylene, and the advancement of the processes needed to collect, sort, and prepare feedstock for Purification. These include mainly personnel costs, depreciation for long-lived assets, third-party consulting costs, and the cost of various recycled waste. Research and development expenses include evaluation of new front-end feedstock mechanical separators to improve feedstock purity and increase the range of feedstocks we can process economically. In addition, we are increasing our in-house feedstock analytical capabilities, which will include additional supporting equipment and personnel.
Selling, General and Administrative Expense
Selling, general and administrative expense consists primarily of personnel-related expenses for our corporate, executive, finance and other administrative functions and professional services, including legal, audit and accounting services. Costs attributable to the design and development of the Feed PreP and Purification facilities are capitalized and, when placed in service, depreciated over the expected useful life of the asset through selling, general and administrative expense. We expect our selling, general, and administrative expenses to increase for the foreseeable future as we scale headcount with the growth of our business and build future Purification-related facilities.
Results of Operations
Comparison of Three and Six Months ended June 30, 2026 and 2025
The following table summarizes our operating results for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30, Six Months Ended June 30,
(in thousands) 2026 2025 $ Change 2026 2025 $ Change
Revenues $ 4,512 $ 1,650 $ 2,862 $ 8,639 $ 3,230 $ 5,409
Operating expenses
Cost of operations 34,820 30,020 4,800 66,214 54,022 12,192
Research and development 1,414 1,409 5 2,969 2,961 8
Selling, general and administrative 9,612 15,819 (6,207 ) 22,585 29,566 (6,981 )
Total operating expenses 45,846 47,248 (1,402 ) 91,768 86,549 5,219
Operating loss (41,334 ) (45,598 ) 4,264 (83,129 ) (83,319 ) 190
Other expense/(income)
Interest expense 15,393 17,640 (2,247 ) 30,775 32,704 (1,929 )
Interest income (992 ) (621 ) (371 ) (2,374 ) (1,000 ) (1,374 )
Change in fair value of warrants 52,492 82,295 (29,803 ) 29,495 25,626 3,869
Loss on extinguishment of debt 34,541 — 34,541 34,541 — 34,541
Other (income)/expense, net (549 ) (672 ) 123 94 (5,241 ) 5,335
Total other expense 100,885 98,642 2,243 92,531 52,089 40,442
Net loss $ (142,219 ) $ (144,240 ) $ 2,021 $ (175,660 ) $ (135,408 ) $ (40,252 )
Revenues
The Company reported $4.5 million and $1.7 million in revenues during the three months ended June 30, 2026 and 2025, respectively, and $8.6 million and $3.2 million during the six months ended June 30, 2026 and 2025, respectively. This increase is attributed to the continued development of customer relationships and reflective of growth in market acceptance of our product offerings. The Company continues to advance customer application trials, which is anticipated to generate revenue growth in future periods.
39
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Cost of Operations
Cost of operations increased approximately $4.8 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. Our PureFive® production increased from 3.4 million pounds during the second quarter of 2025 to 4.5 million pounds during the second quarter of 2026. Cost of operations for the three months ended June 30, 2026 included $3.0 million of higher production-related costs due to the continued ramp-up in production that has occurred during the current year as compared to the prior year, $2.6 million of higher labor costs and professional services primarily driven by the annual planned plant shutdown for maintenance of our Ironton Facility (the "Ironton Turnaround"), $0.8 million higher facilities costs attributable to the expansion of offsite storage and processing space and higher utilities costs associated with higher production volumes, and $0.3 million of higher supplies and materials costs, partially offset by a $3.3 million lower loss on the disposal of fixed assets.
Cost of operations increased approximately $12.2 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. Our PureFive® production increased from 7.7 million pounds during 2025 to 13.0 million pounds during 2026. Cost of operations for the six months ended June 30, 2026 included $6.2 million of higher production-related costs due to the continued ramp-up in production that has occurred during the current year as compared to the prior year, $3.6 million of higher labor costs and professional services primarily driven by the Ironton Turnaround described above, $3.2 million higher facilities costs attributable to the expansion of offsite storage and processing space and higher utilities costs associated with higher production volumes, and $1.1 million of higher supplies and materials costs, partially offset by a $3.3 million lower loss on the disposal of fixed assets.
Research and Development Expenses
Research and development expenses remained relatively consistent for the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025, respectively.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased approximately $6.2 million for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025. This decrease was primarily driven by $4.4 million lower equity-based compensation, mainly due to a special equity-based compensation grant valued at $2.3 million to the Chief Executive Officer that immediately vested upon grant during the second quarter of 2025, and approximately $1.6 million of lower legal costs mostly as a result of the current year reduction in amounts owed in connection with the DB arbitration matter as well as higher legal costs incurred during the prior year in order to prepare for the DB arbitration.
Selling, general and administrative expenses decreased approximately $7.0 million for the six months ended June 30, 2026 as compared to the six months ended June 30, 2025. This decrease was primarily driven by $5.2 million lower equity-based compensation, mainly due to a special equity-based compensation grant valued at $2.3 million to the Chief Executive Officer that immediately vested upon grant during the second quarter of 2025, and approximately $5.1 million of lower legal costs mostly as a result of the current year reduction in amounts owed in connection with the DB arbitration matter as well as higher legal costs incurred during the prior year in order to prepare for the DB arbitration, partially offset by $4.0 million of higher professional services and contract labor driven by preliminary planning and design work for our Planned Facilities.
Interest Expense
Interest expense decreased for both the three and six months ended June 30, 2026 as compared to the three and six months ended June 30, 2025. The decrease in interest expense was primarily attributed to lower interest expense on equipment financing due to the paydown of outstanding balances in October of 2025, partially offset by an increase in interest on the Company's Series A Preferred Stock issued during the third quarter of 2024, reflecting higher discount amortization as the carrying value accretes toward its redemption value over time.
40
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Interest Income
Interest income for the three and six months ended June 30, 2026 increased $0.4 million and $1.4 million, respectively, as compared to the three and six months ended June 30, 2025 due to higher average cash and investment balances in 2026 compared to 2025.
Change in Fair Value of Warrants
During the three months ended June 30, 2026, the fair value of our liability-classified warrants increased approximately $52.5 million, as compared to an increase in fair value of $82.3 million during the three months ended June 30, 2025. The increase during the three months ended June 30, 2026 was primarily attributable to an increase in the Company's Common Stock price during the quarter, an increase in the fair value of our public warrants, and an increase in the volatility during the period. The increase during the three months ended June 30, 2025 was primarily driven by an increase in the underlying value of our Common Stock, partially offset by fewer warrants outstanding as a result of the exercise of the warrants issued to RTI Global (the "RTI Warrants") during the first quarter of 2025.
During the six months ended June 30, 2026, the fair value of our liability-classified warrants increased approximately $29.5 million, as compared to an increase in fair value of $25.6 million during the six months ended June 30, 2025. The increase during the six months ended June 30, 2026 was primarily attributable to an increase in the fair value of our public warrants, and an increase in the volatility during the period, partially offset by a decrease in the Company's Common Stock price during the period. The increase during the six months ended June 30, 2025 was primarily driven by an increase in the underlying value of our Common Stock, partially offset by fewer warrants outstanding as a result of the exercise of the RTI Warrants during the first quarter of 2025.
Loss on Extinguishment of Debt
On June 15, 2026, the Company repurchased $216.0 million aggregate principal amount of the Green Convertible Notes in privately negotiated transactions for aggregate cash consideration of approximately $246.3 million, including accrued and unpaid interest. As a result of the repurchases, the Company recognized a loss on extinguishment of debt of $34.5 million during the three and six months ended June 30, 2026. The loss represents the excess of the aggregate cash consideration paid over the net carrying amount of the repurchased Green Convertible Notes, including the write-off of the proportionate unamortized original issue discount and debt issuance costs attributable to the repurchased principal.
Other (Income)/Expense, Net
During the three months ended June 30, 2026, the $0.5 million of other income was primarily comprised of a $0.6 million decrease in the fair value of the Series A Preferred Stock contingent put right (the “Put Option”). During the three months ended June 30, 2025, the $0.7 million of other income was primarily comprised of a $0.3 million decrease in the fair value of the Put Option, resulting in a gain recorded in other income.
During the six months ended June 30, 2026, the $0.1 million of other expense was primarily comprised of a $0.9 million increase in the fair value of the Put Option, partially offset by a $0.8 million reduction of interest costs attributed to the DB legal settlement. During the six months ended June 30, 2025, the $5.2 million of other income was primarily comprised of a $3.4 million decrease in the fair value of the Put Option, resulting in a gain recorded in other income, and a net gain from insurance proceeds of approximately $1.3 million related to settlement of the shareholder derivative lawsuit.
41
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Liquidity and Capital Resources
Our ongoing operations have primarily been funded to date by a combination of equity financing through the issuance of Common Stock and preferred stock, as well as the issuance of various debt instruments. Our current financial projections support our ability to meet our obligations as they become due for at least the 12-month period from the date that these financial statements were issued. Our ability to meet our funding requirements longer term is dependent on continued improvement in operations at our Ironton Facility, the commercialization of our PureFive® resin product, and the successful construction and sale of product from our Planned Facilities. Management continues to evaluate different strategies and may pursue additional actions to further increase our liquidity position.
The following is a summary of the components of our current liquidity. As of June 30, 2026, restricted cash consisted primarily of certain amounts required to support outstanding letters of credit and other collateral, construction commitments for the Augusta Facility, and bond reserves for the Ironton Facility.
(in thousands) June 30, 2026 December 31, 2025
Cash and cash equivalents $ 165,223 $ 156,694
Restricted cash 12,071 11,340
Available-for-sale investments 59,593 13,631
Total cash and marketable securities $ 236,887 $ 181,665
Sylebra Line of Credit, $200.0 million borrowing capacity remaining, interest at SOFR plus 17.5% at June 30, 2026 and December 31, 2025; maturing September 2027 $ — $ —
As of June 30, 2026, we had approximately $236.9 million of cash and cash equivalents, restricted cash, and marketable securities, which are readily convertible to cash. Cash and cash equivalents are comprised of investments in money markets, U.S. Treasuries and commercial paper with original maturities of three months or less. Available-for-sale investments are comprised of corporate entity debt securities and U.S. Treasury securities due within one year. We also have a $200.0 million revolving credit facility (“Revolving Credit Facility”) with Sylebra Capital Management ("Sylebra") that is undrawn and expires on September 30, 2027. We have paid approximately $34.6 million of total project spend related to our Ironton Facility, which included $15.0 million of cash paid to settle the DB arbitration as described above, as well as the planned construction of our Planned Facilities during 2026.
In June 2026, we issued the Convertible Senior Notes (as described in detail in Note 8 - Long-Term Debt and Bonds Payable to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q) and also issued 19.9 million shares of our Common Stock at $8.21 per share (as described in detail in Note 11 - Mezzanine Equity and Stockholders' Equity to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q). The total aggregate principal amount of the Convertible Senior Notes issued was $287.5 million and the total gross proceeds on the 2026 Common Stock Offering was $163.0 million.
On April 28, 2026, PureCycle (Thailand) Company Limited became a Guarantor under the Revolving Credit Agreement and the Company pledged its shares of PureCycle (Thailand) Company Limited as collateral security for its obligations thereunder.
As an early commercial-stage company with minimal revenues and negative operating cash flow, we have been dependent on raising capital to fund operations.
On February 25, 2026, we entered into a supplemental agreement (the “PCT Warrants Supplemental Warrant Agreement”) to the original outstanding public and private warrant agreements as described in Note 13 - Warrants to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, which had an original expiration date of March 17, 2026, unless a date was fixed for the redemption of the public and private warrants, if earlier. Pursuant to the terms of the original public and private warrants agreements, and upon the approval of the Board, the Company entered into the PCT Warrants Supplemental Warrant Agreement in order to extend the expiration date of the PCT Warrants to 5:00 p.m. (New York City time) on the earlier of (a) June 17, 2026, or (b) the date fixed for the redemption of the PCT Warrants. Such amendments were effective as of March 17, 2026.
42
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
On April 16, 2026, we entered into the Second Supplemental Warrant Agreement, pursuant to which (i) the redemption trigger price for the public and private warrants was reduced from $18.00 to $14.38 per share, and (ii) the expiration date of the public and private warrants was extended to 5:00 p.m. (New York City time) on the earlier of (a) March 17, 2027, or (b) the date fixed for redemption of the PCT Warrants. These amendments are effective as of June 17, 2026.
In connection with the amendment of the public and private warrants described above, the Board also approved certain amendments to the terms of our outstanding Series A Warrants as described in Note 13 - Warrants to the condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q, which had an original expiration date of March 17, 2026, subject to the consent of a requisite number of holders under the terms of the Series A Warrants and conditioned upon entry into a supplemental agreement with the Series A Warrants Agent. On February 20, 2026, we received the written consent of the holders of a requisite number of Series A Warrants to extend the expiration date of the Series A Warrants to 5:00 p.m. (New York City time) on the earlier of (a) March 17, 2027, or (b) the date fixed for the redemption of the Series A Warrants. Additionally, pursuant to the terms of the Series A Warrants, the Company and the consenting Series A Warrant holders agreed to amend the terms of the Series A Warrants held by such consenting Series A Warrant holders, which constitutes all of the Series A Warrants, to reduce the trading price required for us to redeem such Series A Warrants, subject to the other terms and conditions contained in the Series A Warrants, from $18.00 to $14.38 per share of our Common Stock for any 20 trading days in a 30 trading day period. On February 25, 2026, the Company and the Warrant Agent entered into a supplemental agreement to memorialize the foregoing amendments, which was effective as of March 17, 2026.
During March of 2026, we signed a €40 million grant agreement from the Innovation Fund with the European Climate, Infrastructure and Environment Executive Agency ("CINEA") to fund our "ASTRA PP" project in the NextGen District at the Port of Antwerp-Bruges. As part of Project ASTRA PP, we will install a polypropylene dissolution recycling facility in the Port of Antwerp-Bruges, designed for an annual production capacity of approximately 130 million pounds of PureFive® resin. Receipt of these funds is contingent upon the Company achieving various milestones and deliverables through 2034.
Future expansion is dependent, in part, on successful completion of additional capital raise and/or project financing.
In connection with the previously disclosed Denham-Blythe ("DB") arbitration matter, on March 18, 2026, the AAA arbitration panel issued its final order requiring the Company to pay DB $20.3 million, which the Company paid during April 2026. In connection therewith, DB dismissed with prejudice its lawsuit filed in Lawrence County, Ohio, and the matter has been resolved.
Our long-term operational and financial performance depends on continued improvement in operations at the Ironton Facility, which is the first commercial-scale recycling facility, the commercialization of our PureFive® resin product, and the successful construction and sale of product from our planned future Thailand, Belgium, and Augusta Facilities. We continue to evaluate different strategies and may pursue additional actions to further increase our liquidity position.
Our future capital requirements will depend on many factors, including the funding and construction schedule of the Thailand, Belgium and Augusta Facilities, build-out of additional Feed PreP facilities, funding needs to support other business opportunities, funding for general corporate purposes, debt service, and other challenges or unforeseen circumstances.
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. We do not have any off-balance sheet arrangements or interests in variable interest entities that would require consolidation. While certain legally binding offtake arrangements have been entered into with customers, these arrangements do not qualify as off-balance sheet arrangements required for disclosure.
See Note 8 - Long-Term Debt and Bonds Payable to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for further discussion of our debt obligations.
43
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
Cash Flows
A summary of our cash flows for the six months ended June 30, 2026 and 2025 is as follows:
Six Months Ended June 30,
(in thousands) 2026 2025 $ Change
Net cash used in operating activities $ (92,684 ) $ (75,590 ) $ (17,094 )
Net cash used in investing activities (81,041 ) (23,609 ) (57,432 )
Net cash provided by financing activities 182,985 355,632 (172,647 )
Cash and cash equivalents and restricted cash, beginning of period 168,034 41,511 126,523
Cash and cash equivalents and restricted cash, end of period $ 177,294 $ 297,944 $ (120,650 )
Cash Flows from Operating Activities
Net cash used in operating activities for the six months ended June 30, 2026 increased by $17.1 million as compared to the six months ended June 30, 2025. This increase is mainly attributed to higher production-related costs due to the continued ramp-up in production that has occurred during the current year as compared to the prior year, cash paid for interest on the repurchased Green Convertible Notes during 2026, payments for legal and other costs associated with the DB arbitration matter as described above, and the Ironton Turnaround costs.
Cash Flows from Investing Activities
During the six months ended June 30, 2026, we reported cash used in investing activities of approximately $81.0 million, which was comprised of net cash purchases of investment in debt securities of $88.0 million and cash paid for capital expenditures of $35.2 million, partially offset by sale of debt securities of $42.2 million. The cash outflow for capital expenditures includes approximately $15.0 million of cash paid to settle the DB arbitration as described above, which was capitalized to property, plant and equipment. The cash outflows for capital expenditures also includes $2.1 million associated with the Ironton Turnaround, as described above.
During the six months ended June 30, 2025, we reported cash used in investing activities of approximately $23.6 million, which was entirely comprised of cash paid for capital expenditures during that period.
Cash Flows from Financing Activities
We reported net cash provided by financing activities of approximately $183.0 million during the six months ended June 30, 2026 as compared to net cash provided by financing activities of approximately $355.6 million during the six months ended June 30, 2025.
Cash provided by financing activities for the six months ended June 30, 2026 is primarily comprised of $287.5 million of proceeds from the issuance of the Convertible Senior Notes, $163.0 million proceeds from the 2026 Common Stock Offering, $0.3 million from the exercise of stock options, and $0.2 million of proceeds from the exercise of public warrants, partially offset by $241.1 million for the repurchase of the Green Convertible Notes, $16.9 million in issuance costs associated with the Convertible Senior Notes and 2026 Common Stock Offering, $3.7 million in payments on related party revenue bonds, $2.9 million of payments on equipment financing, $2.5 million to repurchase shares of Common Stock, and $0.9 million of other financing activities.
Cash provided by financing activities for the six months ended June 30, 2025 is primarily comprised of $300.0 million of proceeds from the issuance of the Series B Convertible Perpetual Preferred Stock during the second quarter of 2025, $33.3 million of proceeds from the issuance of the Company's Common Stock, $26.9 million of proceeds from the sale of revenue bonds, $14.9 million in proceeds on draws on our Sylebra revolving line of credit facility and a short-term borrowing from a related party, and $5.4 million in proceeds from the exercise of the RTI Warrants during 2025. These cash inflows were partially offset by $14.9 million in payments on our Sylebra revolving credit facility and
44
PureCycle Technologies, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations, CONTINUED
a short-term borrowing from a related party, $4.3 million in payments on equipment financing, $2.8 million payments to repurchase shares of Common Stock, $1.0 million in debt issuance costs paid, and $1.3 million for other financing activities.
Indebtedness
Other than the issuance of the Convertible Senior Notes and the repurchase of a significant portion of the outstanding Green Convertible Notes during June 2026 as described in Note 8 - Long-Term Debt and Bonds Payable, there have been no material changes regarding our indebtedness from the information we provided in our most recent Annual Report on Form 10-K. Refer to Note 8 - Long-Term Debt and Bonds Payable to our unaudited condensed consolidated financial statements included in Part I, Item 1. "Financial Statements."
Critical Accounting Policies and Estimates
There have been no significant changes in our critical accounting policies and estimates from the information we provided in our most recent Annual Report on Form 10-K.
Recent Accounting Pronouncements
See Note 2 - Summary of Significant Accounting Policies to the unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one, of their potential impact on our financial condition and our results of operations.
45
PureCycle Technologies, Inc.