Purecycle Technologies, Inc.
A company that recycles polypropylene plastic (the #5 plastic in tubs, bottle caps, and food containers) into a virgin-like resin sold as PureFive, for makers of consumer goods and packaging. It was founded in 2015 to commercialize a purification process developed in the labs of consumer-goods giant Procter & Gamble, which licensed the technology to the new firm. The name PureFive winks at the #5 recycling code on polypropylene, the only plastic it purifies.
Item 4 of the Schedule 13D is hereby amended to add the following: On June 10, 2026, the Issuer announced concurrent underwritten public offerings (collectively, the "Offerings") of $145.0 million of shares of Common Stock (the "Common Stock Offering") and $250.0 million aggregate principal amount of convertible senior notes due 2032 (the "Notes Offering"), each subject to customary over-allotment options. In connection with the Offerings, the Reporting Persons (or certain Affiliated Investment Entities) entered into the Eleventh Amendment and the Repurchase Agreement described below. None of the Reporting Persons or the Affiliated Investment Entities is purchasing any securities in the Offerings. Eleventh Amendment to Revolving Credit Agreement On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, in such capacity, the "Lenders") entered into a Limited Consent and Eleventh Amendment to Credit Agreement (the "Eleventh Amendment") with the Issuer, the guarantors party thereto, and Kroll Trustee Services (HK) Limited, as Administrative Agent and Security Agent, amending the existing Credit Agreement dated as of March 15, 2023. The Eleventh Amendment amends the Credit Agreement to, among other things, (i) permit the Issuer to consummate the Offerings and (ii) remove as secured obligations under the Credit Agreement certain obligations in respect of the Issuer's Series A Preferred Stock, par value $0.001 per share, the Series C Warrants and the Pre-Funded Warrants, in each case held by Sylebra Capital Management and/or its affiliates. The Lenders did not receive any consideration in respect of the Eleventh Amendment. Repurchase of 7.25% Green Convertible Senior Notes due 2030 On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Menlo Master Fund and Blackwell Partners LLC-Series A (each an Affiliated Investment Entity, with Blackwell Partners LLC-Series A being among the other advisory clients comprising the Affiliated Investment Entities) entered into a Repurchase Agreement with the Issuer (the "Repurchase Agreement"), pursuant to which they agreed to sell to the Issuer for cash an aggregate of $50,000,000 in principal amount of the Issuer's 7.25% Green Convertible Senior Notes due 2030 for aggregate cash consideration of $52,500,000, plus accrued and unpaid interest. The closing of the repurchase is conditioned upon the prior or contemporaneous closing of the Offerings The foregoing descriptions of the Eleventh Amendment and the Repurchase Agreement are summaries only and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Amendment and incorporated by reference herein. The Reporting Persons' rights under the Sylebra Stockholders Agreement, the Board Representation Agreement dated March 7, 2022, and the Sylebra Letter Agreement dated September 27, 2022, including their rights to nominate directors to the Issuer's board of directors, are not modified by the foregoing transactions. General Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide. Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.
Item 4 of the Schedule 13D is hereby amended to add the following: On June 10, 2026, the Issuer announced concurrent underwritten public offerings (collectively, the "Offerings") of $145.0 million of shares of Common Stock (the "Common Stock Offering") and $250.0 million aggregate principal amount of convertible senior notes due 2032 (the "Notes Offering"), each subject to customary over-allotment options. In connection with the Offerings, the Reporting Persons (or certain Affiliated Investment Entities) entered into the Eleventh Amendment and the Repurchase Agreement described below. None of the Reporting Persons or the Affiliated Investment Entities is purchasing any securities in the Offerings. Eleventh Amendment to Revolving Credit Agreement On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, in such capacity, the "Lenders") entered into a Limited Consent and Eleventh Amendment to Credit Agreement (the "Eleventh Amendment") with the Issuer, the guarantors party thereto, and Kroll Trustee Services (HK) Limited, as Administrative Agent and Security Agent, amending the existing Credit Agreement dated as of March 15, 2023. The Eleventh Amendment amends the Credit Agreement to, among other things, (i) permit the Issuer to consummate the Offerings and (ii) remove as secured obligations under the Credit Agreement certain obligations in respect of the Issuer's Series A Preferred Stock, par value $0.001 per share, the Series C Warrants and the Pre-Funded Warrants, in each case held by Sylebra Capital Management and/or its affiliates. The Lenders did not receive any consideration in respect of the Eleventh Amendment. Repurchase of 7.25% Green Convertible Senior Notes due 2030 On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Menlo Master Fund and Blackwell Partners LLC-Series A (each an Affiliated Investment Entity, with Blackwell Partners LLC-Series A being among the other advisory clients comprising the Affiliated Investment Entities) entered into a Repurchase Agreement with the Issuer (the "Repurchase Agreement"), pursuant to which they agreed to sell to the Issuer for cash an aggregate of $50,000,000 in principal amount of the Issuer's 7.25% Green Convertible Senior Notes due 2030 for aggregate cash consideration of $52,500,000, plus accrued and unpaid interest. The closing of the repurchase is conditioned upon the prior or contemporaneous closing of the Offerings The foregoing descriptions of the Eleventh Amendment and the Repurchase Agreement are summaries only and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Amendment and incorporated by reference herein. The Reporting Persons' rights under the Sylebra Stockholders Agreement, the Board Representation Agreement dated March 7, 2022, and the Sylebra Letter Agreement dated September 27, 2022, including their rights to nominate directors to the Issuer's board of directors, are not modified by the foregoing transactions. General Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide. Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.
Item 4 of the Schedule 13D is hereby amended to add the following: On June 10, 2026, the Issuer announced concurrent underwritten public offerings (collectively, the "Offerings") of $145.0 million of shares of Common Stock (the "Common Stock Offering") and $250.0 million aggregate principal amount of convertible senior notes due 2032 (the "Notes Offering"), each subject to customary over-allotment options. In connection with the Offerings, the Reporting Persons (or certain Affiliated Investment Entities) entered into the Eleventh Amendment and the Repurchase Agreement described below. None of the Reporting Persons or the Affiliated Investment Entities is purchasing any securities in the Offerings. Eleventh Amendment to Revolving Credit Agreement On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, in such capacity, the "Lenders") entered into a Limited Consent and Eleventh Amendment to Credit Agreement (the "Eleventh Amendment") with the Issuer, the guarantors party thereto, and Kroll Trustee Services (HK) Limited, as Administrative Agent and Security Agent, amending the existing Credit Agreement dated as of March 15, 2023. The Eleventh Amendment amends the Credit Agreement to, among other things, (i) permit the Issuer to consummate the Offerings and (ii) remove as secured obligations under the Credit Agreement certain obligations in respect of the Issuer's Series A Preferred Stock, par value $0.001 per share, the Series C Warrants and the Pre-Funded Warrants, in each case held by Sylebra Capital Management and/or its affiliates. The Lenders did not receive any consideration in respect of the Eleventh Amendment. Repurchase of 7.25% Green Convertible Senior Notes due 2030 On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Menlo Master Fund and Blackwell Partners LLC-Series A (each an Affiliated Investment Entity, with Blackwell Partners LLC-Series A being among the other advisory clients comprising the Affiliated Investment Entities) entered into a Repurchase Agreement with the Issuer (the "Repurchase Agreement"), pursuant to which they agreed to sell to the Issuer for cash an aggregate of $50,000,000 in principal amount of the Issuer's 7.25% Green Convertible Senior Notes due 2030 for aggregate cash consideration of $52,500,000, plus accrued and unpaid interest. The closing of the repurchase is conditioned upon the prior or contemporaneous closing of the Offerings The foregoing descriptions of the Eleventh Amendment and the Repurchase Agreement are summaries only and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Amendment and incorporated by reference herein. The Reporting Persons' rights under the Sylebra Stockholders Agreement, the Board Representation Agreement dated March 7, 2022, and the Sylebra Letter Agreement dated September 27, 2022, including their rights to nominate directors to the Issuer's board of directors, are not modified by the foregoing transactions. General Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide. Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.
Item 4 of the Schedule 13D is hereby amended to add the following: On June 10, 2026, the Issuer announced concurrent underwritten public offerings (collectively, the "Offerings") of $145.0 million of shares of Common Stock (the "Common Stock Offering") and $250.0 million aggregate principal amount of convertible senior notes due 2032 (the "Notes Offering"), each subject to customary over-allotment options. In connection with the Offerings, the Reporting Persons (or certain Affiliated Investment Entities) entered into the Eleventh Amendment and the Repurchase Agreement described below. None of the Reporting Persons or the Affiliated Investment Entities is purchasing any securities in the Offerings. Eleventh Amendment to Revolving Credit Agreement On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, in such capacity, the "Lenders") entered into a Limited Consent and Eleventh Amendment to Credit Agreement (the "Eleventh Amendment") with the Issuer, the guarantors party thereto, and Kroll Trustee Services (HK) Limited, as Administrative Agent and Security Agent, amending the existing Credit Agreement dated as of March 15, 2023. The Eleventh Amendment amends the Credit Agreement to, among other things, (i) permit the Issuer to consummate the Offerings and (ii) remove as secured obligations under the Credit Agreement certain obligations in respect of the Issuer's Series A Preferred Stock, par value $0.001 per share, the Series C Warrants and the Pre-Funded Warrants, in each case held by Sylebra Capital Management and/or its affiliates. The Lenders did not receive any consideration in respect of the Eleventh Amendment. Repurchase of 7.25% Green Convertible Senior Notes due 2030 On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Menlo Master Fund and Blackwell Partners LLC-Series A (each an Affiliated Investment Entity, with Blackwell Partners LLC-Series A being among the other advisory clients comprising the Affiliated Investment Entities) entered into a Repurchase Agreement with the Issuer (the "Repurchase Agreement"), pursuant to which they agreed to sell to the Issuer for cash an aggregate of $50,000,000 in principal amount of the Issuer's 7.25% Green Convertible Senior Notes due 2030 for aggregate cash consideration of $52,500,000, plus accrued and unpaid interest. The closing of the repurchase is conditioned upon the prior or contemporaneous closing of the Offerings The foregoing descriptions of the Eleventh Amendment and the Repurchase Agreement are summaries only and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Amendment and incorporated by reference herein. The Reporting Persons' rights under the Sylebra Stockholders Agreement, the Board Representation Agreement dated March 7, 2022, and the Sylebra Letter Agreement dated September 27, 2022, including their rights to nominate directors to the Issuer's board of directors, are not modified by the foregoing transactions. General Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide. Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above.
The securities reported hereunder were acquired and are held by the Reporting Person for investment purposes. In connection with the Merger, Pure Crown entered into a letter agreement with the Predecessor LLC, pursuant to which Pure Crown is entitled to one seat on the Issuer's Board of Directors, which is currently filled by Tanya Burnell. Such letter agreement is summarized in Item 6 of this Schedule 13D below. Through its ability to designate such member of the Board of Directors of the Issuer, the Reporting Person has been, and intends to be, actively involved in the Issuer's business, operations and planning. The Reporting Person may in the future exercise any and all of its rights with respect to the securities acquired by it in the Issuer in a manner consistent with its equity interests, contractual rights and restrictions and other duties, if any. Depending on their evaluation of various factors, including the investment potential of the Common Stock and the Series B Preferred Stock, the Issuer's business prospects and financial position, other developments concerning the Issuer, the price level and availability of the Common Stock and/or the Series B Preferred Stock, available opportunities to acquire or dispose of the Common Stock or the Series B Preferred Stock or to realize trading profits or minimize trading losses, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities, developments relating to the business of the Reporting Person and other factors deemed relevant, the Reporting Person may take such actions with respect to its holdings in the Issuer as they deem appropriate in light of circumstances existing from time to time. Such actions may include the purchase of additional shares of Common Stock or Series B Preferred Stock in the open market, through privately negotiated transactions with third parties or otherwise, or the sale at any time, in the open market, through privately negotiated transactions with third parties or otherwise, of all or a portion of the shares of Common Stock and/or the Series B Preferred Stock now owned or hereafter acquired by any of them. In addition, the Reporting Person may, individually or in the aggregate, from time to time enter into or unwind hedging or other derivative transactions with respect to the Common Stock or otherwise pledge their interests in the Common Stock of the Issuer as a means of obtaining liquidity or as credit support for loans for any purpose. The Reporting Persons also may engage in conversations with management and/or the board of directors of the Issuer regarding a range of issues, including the Company's business operation and strategy. These potential actions could involve one or more of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, change in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization. In addition, from time to time the Reporting Person and their representatives and advisers may communicate with other shareholders, industry participants and other interested parties concerning the Issuer. Except as set forth in this Schedule 13D, neither the Reporting Person, nor, to the best of its knowledge, any of the other persons identified in response to Item 2, presently has any additional plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Gibson Daniel Patrick | 13D/AActivist | 19.34% | 34.97M | Jun 12, 2026 |
Item 4 of the Schedule 13D is hereby amended to add the following: On June 10, 2026, the Issuer announced concurrent underwritten public offerings (collectively, the "Offerings") of $145.0 million of shares of Common Stock (the "Common Stock Offering") and $250.0 million aggregate principal amount of convertible senior notes due 2032 (the "Notes Offering"), each subject to customary over-allotment options. In connection with the Offerings, the Reporting Persons (or certain Affiliated Investment Entities) entered into the Eleventh Amendment and the Repurchase Agreement described below. None of the Reporting Persons or the Affiliated Investment Entities is purchasing any securities in the Offerings. Eleventh Amendment to Revolving Credit Agreement On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, in such capacity, the "Lenders") entered into a Limited Consent and Eleventh Amendment to Credit Agreement (the "Eleventh Amendment") with the Issuer, the guarantors party thereto, and Kroll Trustee Services (HK) Limited, as Administrative Agent and Security Agent, amending the existing Credit Agreement dated as of March 15, 2023. The Eleventh Amendment amends the Credit Agreement to, among other things, (i) permit the Issuer to consummate the Offerings and (ii) remove as secured obligations under the Credit Agreement certain obligations in respect of the Issuer's Series A Preferred Stock, par value $0.001 per share, the Series C Warrants and the Pre-Funded Warrants, in each case held by Sylebra Capital Management and/or its affiliates. The Lenders did not receive any consideration in respect of the Eleventh Amendment. Repurchase of 7.25% Green Convertible Senior Notes due 2030 On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Menlo Master Fund and Blackwell Partners LLC-Series A (each an Affiliated Investment Entity, with Blackwell Partners LLC-Series A being among the other advisory clients comprising the Affiliated Investment Entities) entered into a Repurchase Agreement with the Issuer (the "Repurchase Agreement"), pursuant to which they agreed to sell to the Issuer for cash an aggregate of $50,000,000 in principal amount of the Issuer's 7.25% Green Convertible Senior Notes due 2030 for aggregate cash consideration of $52,500,000, plus accrued and unpaid interest. The closing of the repurchase is conditioned upon the prior or contemporaneous closing of the Offerings The foregoing descriptions of the Eleventh Amendment and the Repurchase Agreement are summaries only and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Amendment and incorporated by reference herein. The Reporting Persons' rights under the Sylebra Stockholders Agreement, the Board Representation Agreement dated March 7, 2022, and the Sylebra Letter Agreement dated September 27, 2022, including their rights to nominate directors to the Issuer's board of directors, are not modified by the foregoing transactions. General Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide. Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. | ||||
| SYLEBRA CAPITAL LLC | 13D/AActivist | 18.84% | 34.08M | Jun 12, 2026 |
Item 4 of the Schedule 13D is hereby amended to add the following: On June 10, 2026, the Issuer announced concurrent underwritten public offerings (collectively, the "Offerings") of $145.0 million of shares of Common Stock (the "Common Stock Offering") and $250.0 million aggregate principal amount of convertible senior notes due 2032 (the "Notes Offering"), each subject to customary over-allotment options. In connection with the Offerings, the Reporting Persons (or certain Affiliated Investment Entities) entered into the Eleventh Amendment and the Repurchase Agreement described below. None of the Reporting Persons or the Affiliated Investment Entities is purchasing any securities in the Offerings. Eleventh Amendment to Revolving Credit Agreement On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, in such capacity, the "Lenders") entered into a Limited Consent and Eleventh Amendment to Credit Agreement (the "Eleventh Amendment") with the Issuer, the guarantors party thereto, and Kroll Trustee Services (HK) Limited, as Administrative Agent and Security Agent, amending the existing Credit Agreement dated as of March 15, 2023. The Eleventh Amendment amends the Credit Agreement to, among other things, (i) permit the Issuer to consummate the Offerings and (ii) remove as secured obligations under the Credit Agreement certain obligations in respect of the Issuer's Series A Preferred Stock, par value $0.001 per share, the Series C Warrants and the Pre-Funded Warrants, in each case held by Sylebra Capital Management and/or its affiliates. The Lenders did not receive any consideration in respect of the Eleventh Amendment. Repurchase of 7.25% Green Convertible Senior Notes due 2030 On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Menlo Master Fund and Blackwell Partners LLC-Series A (each an Affiliated Investment Entity, with Blackwell Partners LLC-Series A being among the other advisory clients comprising the Affiliated Investment Entities) entered into a Repurchase Agreement with the Issuer (the "Repurchase Agreement"), pursuant to which they agreed to sell to the Issuer for cash an aggregate of $50,000,000 in principal amount of the Issuer's 7.25% Green Convertible Senior Notes due 2030 for aggregate cash consideration of $52,500,000, plus accrued and unpaid interest. The closing of the repurchase is conditioned upon the prior or contemporaneous closing of the Offerings The foregoing descriptions of the Eleventh Amendment and the Repurchase Agreement are summaries only and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Amendment and incorporated by reference herein. The Reporting Persons' rights under the Sylebra Stockholders Agreement, the Board Representation Agreement dated March 7, 2022, and the Sylebra Letter Agreement dated September 27, 2022, including their rights to nominate directors to the Issuer's board of directors, are not modified by the foregoing transactions. General Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide. Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. | ||||
| Sylebra Capital Ltd | 13D/AActivist | 18.84% | 34.08M | Jun 12, 2026 |
Item 4 of the Schedule 13D is hereby amended to add the following: On June 10, 2026, the Issuer announced concurrent underwritten public offerings (collectively, the "Offerings") of $145.0 million of shares of Common Stock (the "Common Stock Offering") and $250.0 million aggregate principal amount of convertible senior notes due 2032 (the "Notes Offering"), each subject to customary over-allotment options. In connection with the Offerings, the Reporting Persons (or certain Affiliated Investment Entities) entered into the Eleventh Amendment and the Repurchase Agreement described below. None of the Reporting Persons or the Affiliated Investment Entities is purchasing any securities in the Offerings. Eleventh Amendment to Revolving Credit Agreement On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, in such capacity, the "Lenders") entered into a Limited Consent and Eleventh Amendment to Credit Agreement (the "Eleventh Amendment") with the Issuer, the guarantors party thereto, and Kroll Trustee Services (HK) Limited, as Administrative Agent and Security Agent, amending the existing Credit Agreement dated as of March 15, 2023. The Eleventh Amendment amends the Credit Agreement to, among other things, (i) permit the Issuer to consummate the Offerings and (ii) remove as secured obligations under the Credit Agreement certain obligations in respect of the Issuer's Series A Preferred Stock, par value $0.001 per share, the Series C Warrants and the Pre-Funded Warrants, in each case held by Sylebra Capital Management and/or its affiliates. The Lenders did not receive any consideration in respect of the Eleventh Amendment. Repurchase of 7.25% Green Convertible Senior Notes due 2030 On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Menlo Master Fund and Blackwell Partners LLC-Series A (each an Affiliated Investment Entity, with Blackwell Partners LLC-Series A being among the other advisory clients comprising the Affiliated Investment Entities) entered into a Repurchase Agreement with the Issuer (the "Repurchase Agreement"), pursuant to which they agreed to sell to the Issuer for cash an aggregate of $50,000,000 in principal amount of the Issuer's 7.25% Green Convertible Senior Notes due 2030 for aggregate cash consideration of $52,500,000, plus accrued and unpaid interest. The closing of the repurchase is conditioned upon the prior or contemporaneous closing of the Offerings The foregoing descriptions of the Eleventh Amendment and the Repurchase Agreement are summaries only and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Amendment and incorporated by reference herein. The Reporting Persons' rights under the Sylebra Stockholders Agreement, the Board Representation Agreement dated March 7, 2022, and the Sylebra Letter Agreement dated September 27, 2022, including their rights to nominate directors to the Issuer's board of directors, are not modified by the foregoing transactions. General Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide. Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. | ||||
| Sylebra Capital Management, Ltd | 13D/AActivist | 18.84% | 34.08M | Jun 12, 2026 |
Item 4 of the Schedule 13D is hereby amended to add the following: On June 10, 2026, the Issuer announced concurrent underwritten public offerings (collectively, the "Offerings") of $145.0 million of shares of Common Stock (the "Common Stock Offering") and $250.0 million aggregate principal amount of convertible senior notes due 2032 (the "Notes Offering"), each subject to customary over-allotment options. In connection with the Offerings, the Reporting Persons (or certain Affiliated Investment Entities) entered into the Eleventh Amendment and the Repurchase Agreement described below. None of the Reporting Persons or the Affiliated Investment Entities is purchasing any securities in the Offerings. Eleventh Amendment to Revolving Credit Agreement On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Parc Master Fund, and Sylebra Capital Menlo Master Fund (collectively, in such capacity, the "Lenders") entered into a Limited Consent and Eleventh Amendment to Credit Agreement (the "Eleventh Amendment") with the Issuer, the guarantors party thereto, and Kroll Trustee Services (HK) Limited, as Administrative Agent and Security Agent, amending the existing Credit Agreement dated as of March 15, 2023. The Eleventh Amendment amends the Credit Agreement to, among other things, (i) permit the Issuer to consummate the Offerings and (ii) remove as secured obligations under the Credit Agreement certain obligations in respect of the Issuer's Series A Preferred Stock, par value $0.001 per share, the Series C Warrants and the Pre-Funded Warrants, in each case held by Sylebra Capital Management and/or its affiliates. The Lenders did not receive any consideration in respect of the Eleventh Amendment. Repurchase of 7.25% Green Convertible Senior Notes due 2030 On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Menlo Master Fund and Blackwell Partners LLC-Series A (each an Affiliated Investment Entity, with Blackwell Partners LLC-Series A being among the other advisory clients comprising the Affiliated Investment Entities) entered into a Repurchase Agreement with the Issuer (the "Repurchase Agreement"), pursuant to which they agreed to sell to the Issuer for cash an aggregate of $50,000,000 in principal amount of the Issuer's 7.25% Green Convertible Senior Notes due 2030 for aggregate cash consideration of $52,500,000, plus accrued and unpaid interest. The closing of the repurchase is conditioned upon the prior or contemporaneous closing of the Offerings The foregoing descriptions of the Eleventh Amendment and the Repurchase Agreement are summaries only and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Amendment and incorporated by reference herein. The Reporting Persons' rights under the Sylebra Stockholders Agreement, the Board Representation Agreement dated March 7, 2022, and the Sylebra Letter Agreement dated September 27, 2022, including their rights to nominate directors to the Issuer's board of directors, are not modified by the foregoing transactions. General Subject to applicable legal requirements, one or more of the Reporting Persons may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on their evaluation of the Issuer's business, prospects and financial condition, the market for the Issuer's securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Persons' ownership of the Issuer's securities, other opportunities available to the Reporting Persons, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Persons may dispose of all or a portion of their securities of the Issuer at any time. Each of the Reporting Persons reserves the right to increase or decrease its holdings on such terms and at such times as each may decide. Other than as described above in this Item 4, none of the Reporting Persons have any plan or proposal relating to or that would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the Board of Directors of the Issuer; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuer's business or corporate structure; (g) any changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) a class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to those enumerated above. | ||||
| SAMLYN CAPITAL, LLC | 13G/APassive | 4.2% | 7.90M | May 15, 2026 |
| SAMLYN, LP | 13G/APassive | 4.2% | 7.90M | May 15, 2026 |
| ROBERT POHLY | 13G/APassive | 4.2% | 7.90M | May 15, 2026 |
| The Vanguard Group | 13G/APassive | 0% | 0 | Mar 27, 2026 |
| Longview Asset Management, LLC | 13DActivist | 6.2% | 11.14M | Jul 8, 2025 |
The securities reported hereunder were acquired and are held by the Reporting Person for investment purposes. In connection with the Merger, Pure Crown entered into a letter agreement with the Predecessor LLC, pursuant to which Pure Crown is entitled to one seat on the Issuer's Board of Directors, which is currently filled by Tanya Burnell. Such letter agreement is summarized in Item 6 of this Schedule 13D below. Through its ability to designate such member of the Board of Directors of the Issuer, the Reporting Person has been, and intends to be, actively involved in the Issuer's business, operations and planning. The Reporting Person may in the future exercise any and all of its rights with respect to the securities acquired by it in the Issuer in a manner consistent with its equity interests, contractual rights and restrictions and other duties, if any. Depending on their evaluation of various factors, including the investment potential of the Common Stock and the Series B Preferred Stock, the Issuer's business prospects and financial position, other developments concerning the Issuer, the price level and availability of the Common Stock and/or the Series B Preferred Stock, available opportunities to acquire or dispose of the Common Stock or the Series B Preferred Stock or to realize trading profits or minimize trading losses, conditions in the securities markets and general economic and industry conditions, reinvestment opportunities, developments relating to the business of the Reporting Person and other factors deemed relevant, the Reporting Person may take such actions with respect to its holdings in the Issuer as they deem appropriate in light of circumstances existing from time to time. Such actions may include the purchase of additional shares of Common Stock or Series B Preferred Stock in the open market, through privately negotiated transactions with third parties or otherwise, or the sale at any time, in the open market, through privately negotiated transactions with third parties or otherwise, of all or a portion of the shares of Common Stock and/or the Series B Preferred Stock now owned or hereafter acquired by any of them. In addition, the Reporting Person may, individually or in the aggregate, from time to time enter into or unwind hedging or other derivative transactions with respect to the Common Stock or otherwise pledge their interests in the Common Stock of the Issuer as a means of obtaining liquidity or as credit support for loans for any purpose. The Reporting Persons also may engage in conversations with management and/or the board of directors of the Issuer regarding a range of issues, including the Company's business operation and strategy. These potential actions could involve one or more of the events referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D, including, potentially, one or more mergers, consolidations, sales or acquisitions of assets, change in control, issuances, purchases, dispositions or pledges of securities or other changes in capitalization. In addition, from time to time the Reporting Person and their representatives and advisers may communicate with other shareholders, industry participants and other interested parties concerning the Issuer. Except as set forth in this Schedule 13D, neither the Reporting Person, nor, to the best of its knowledge, any of the other persons identified in response to Item 2, presently has any additional plans or proposals that relate to or would result in any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. | ||||
| Pure Crown LLC | 13G/APassive | 0% | 0 | Jul 8, 2025 |