Sylebra reports near-19% PureCycle (PCT) stake and joins note repurchase

Rhea-AI Filing Summary

Sylebra Capital and related entities report a large ownership stake in PureCycle Technologies, Inc. and update their intentions. The group reports beneficial ownership of up to 34,970,745 shares of common stock, or 19.34% of the company, attributed to Daniel Patrick Gibson, with Sylebra advisory entities each reporting 34,077,574 shares, or 18.84%.

The filing notes PureCycle’s concurrent underwritten public offerings of $145.0 million of common stock and $250.0 million of convertible senior notes due 2032, each with customary over-allotment options. Affiliated Sylebra funds agreed to a repurchase transaction, selling an aggregate $50,000,000 principal amount of 7.25% Green Convertible Senior Notes due 2030 back to PureCycle for $52,500,000 in cash plus accrued interest, contingent on the offerings closing. Sylebra’s governance agreements and director nomination rights remain unchanged, and the group states it may increase or decrease holdings over time.

Insights

Equity & credit structure analyst

Sylebra remains a near-20% holder while PureCycle reshapes its capital structure.

Affiliates of Sylebra Capital disclose beneficial ownership around 19% of PureCycle’s common stock, which is a sizable strategic position. Multiple Sylebra entities share voting and dispositive power, and existing board nomination and stockholder agreements remain in place.

PureCycle has launched concurrent underwritten offerings of $145.0 million of common stock and $250.0 million of convertible senior notes due 2032, potentially increasing liquidity and leverage while diluting equity holders. The filing states Sylebra and its affiliated investment entities are not purchasing securities in these offerings.

Affiliated funds agreed to sell $50,000,000 principal of 7.25% Green Convertible Senior Notes due 2030 back to PureCycle for $52,500,000 plus accrued interest, contingent on the offerings closing. This transaction reduces Sylebra’s exposure to that note issue while allowing PureCycle to adjust its debt mix; overall impact depends on execution of the offerings and subsequent disclosures.

Key Figures

Gibson beneficial ownership: 34,970,745 shares (19.34%) Sylebra entities ownership: 34,077,574 shares (18.84%) Common stock offering size: $145.0 million +4 more

7 metrics

Gibson beneficial ownership 34,970,745 shares (19.34%) Beneficial ownership of PureCycle common stock attributed to Daniel Patrick Gibson

Sylebra entities ownership 34,077,574 shares (18.84%) Beneficial ownership reported by Sylebra Capital LLC, Sylebra Capital Ltd, and Sylebra Capital Management, Ltd

Common stock offering size $145.0 million Underwritten public offering of PureCycle common stock, subject to over-allotment

Convertible notes 2032 offering $250.0 million Aggregate principal amount of new convertible senior notes due 2032

Repurchased 2030 notes principal $50,000,000 Principal amount of 7.25% Green Convertible Senior Notes due 2030 sold back to PureCycle

Repurchase cash consideration $52,500,000 Aggregate cash consideration paid by PureCycle for the $50,000,000 principal repurchase, plus accrued interest

Green note coupon 7.25% Coupon rate on PureCycle’s Green Convertible Senior Notes due 2030

Key Terms

Schedule 13D, convertible senior notes, 7.25% Green Convertible Senior Notes due 2030, Revolving Credit Agreement, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 4 on /A (this "Amendment") amends the filed by the Reporting Persons"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

convertible senior notes financial

"and $250.0 million aggregate principal amount of convertible senior notes due 2032 (the "Notes Offering")"

Convertible senior notes are a type of loan that a company issues to investors, which can be turned into company shares later on. They are called "senior" because they are paid back before other debts if the company runs into trouble. This allows investors to earn interest like a loan but also have the chance to own part of the company if its value rises.

7.25% Green Convertible Senior Notes due 2030 financial

"principal amount of the Issuer's 7.25% Green Convertible Senior Notes due 2030 for aggregate cash consideration"

Revolving Credit Agreement financial

"Eleventh Amendment to Revolving Credit Agreement On June 10, 2026, Sylebra Capital Partners Master Fund, Ltd."

A revolving credit agreement is a flexible loan arrangement where a borrower can borrow, repay, and borrow again up to a set limit, similar to a credit card. It matters because it gives businesses or individuals quick access to funds whenever needed, helping manage cash flow and cover expenses without applying for a new loan each time.

over-allotment options financial

"Common Stock and $250.0 million aggregate principal amount of convertible senior notes due 2032, each subject to customary over-allotment options."

beneficially owned financial

"Number of Shares Beneficially Owned by Each Reporting Person With:"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)

PureCycle Technologies, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

74623V103

(CUSIP Number)

Matthew Whitehead
3000 El Camino Real, Building 5, Suite 450
Palo Alto, CA, 94306
332-242-8518

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 74623V103

1

Name of reporting person

SYLEBRA CAPITAL LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 34,077,574.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,077,574.00

11

Aggregate amount beneficially owned by each reporting person

34,077,574.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.84 %

14

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13D

CUSIP Number(s): 74623V103

1

Name of reporting person

Sylebra Capital Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 34,077,574.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,077,574.00

11

Aggregate amount beneficially owned by each reporting person

34,077,574.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.84 %

14

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13D

CUSIP Number(s): 74623V103

1

Name of reporting person

Sylebra Capital Management, Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 34,077,574.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 34,077,574.00

11

Aggregate amount beneficially owned by each reporting person

34,077,574.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

18.84 %

14

Type of Reporting Person (See Instructions)

IA, HC

SCHEDULE 13D

CUSIP Number(s): 74623V103

1

Name of reporting person

Gibson Daniel Patrick

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

ANTIGUA AND BARBUDA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 714,300.00
8	Shared Voting Power 34,970,745.00
9	Sole Dispositive Power 714,300.00
10	Shared Dispositive Power 34,970,745.00

11

Aggregate amount beneficially owned by each reporting person

34,970,745.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

19.34 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: PureCycle Technologies, Inc.
(c)	Address of Issuer's Principal Executive Offices: 20 NORTH ORANGE AVE, SUITE 106, ORLANDO, FLORIDA , 32801.
Item 1 Comment: This Amendment No. 4 on Schedule 13D/A (this "Amendment") amends the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on June 24, 2025, as amended from time to time (the "Schedule 13D"), relating to the shares of common stock, par value $0.001 per share ("Common Stock"), of PureCycle Technologies, Inc., a Delaware corporation (the "Issuer"), with a class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The principal executive offices of the Issuer are located at 4651 Salisbury Road, Suite 400, Jacksonville, Florida 32256. Except as specifically provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Unless otherwise indicated herein, capitalized terms used but not defined in this Amendment shall have the same meanings herein as are ascribed to such terms in the Schedule 13D.
Item 2.	Identity and Background
(a)	Sylebra Capital LLC ("Sylebra US") hereby files this Amendment on behalf of the Reporting Persons pursuant to the Agreement with Respect to Schedule 13D (the Joint Filing Agreement) attached to this Statement as Exhibit 99.1. Sylebra US and Sylebra Capital Limited ("Sylebra HK") are the investment sub-advisers to Sylebra Capital Partners Master Fund, Ltd. ("SCP MF"), Sylebra Capital Parc Master Fund ("PARC MF"), Sylebra Capital Menlo Master Fund ("MENLO MF") and other advisory clients. The term Affiliated Investment Entities refers to SCP MF, PARC MF, MENLO MF and the other advisory clients. Sylebra Capital Management ("Sylebra Cayman") is the investment manager and parent of Sylebra HK. Sylebra Cayman owns 100% of the shares of Sylebra HK, and Daniel Patrick Gibson ("Gibson") owns 100% of the Class A shares of Sylebra Cayman and 100% of the share capital of Sylebra US. Gibson is a founder and Chief Investment Officer of Sylebra Cayman. In such capacities, Sylebra HK, Sylebra US, Sylebra Cayman, and Gibson may be deemed to share voting and dispositive power over the shares of common stock of the Issuer held by the Affiliated Investment Entities. In addition, Gibson owns all of the outstanding equity interests in Gibsons Korner LLC ("GK LLC") and thus may be deemed to share voting and dispositive power over the shares of common stock of the Issuer held by GK LLC. Sylebra US, Sylebra HK, Sylebra Cayman and Gibson are each referred to herein individually as a Reporting Person and collectively as the Reporting Persons.
(b)	SYLEBRA CAPITAL LLC - 3000 El Camino Real, Building 5, Suite 450, Palo Alto, CA 94306 Sylebra Capital Ltd - 20th Floor, 256 Hennessy Road, Wan Chai, Hong Kong Sylebra Capital Management, Ltd - c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town Grand Cayman KY1-9008, Cayman Islands Gibson Daniel Patrick - 3000 El Camino Real, Building 5, Suite 450, Palo Alto, CA 94306
(c)	SYLEBRA CAPITAL LLC - Investment Sub-Adviser Sylebra Capital Ltd - Investment Sub-Adviser Sylebra Capital Management, Ltd - Investment Manager Gibson Daniel Patrick - (i) director and owner of Sylebra Capital Limited and Sylebra Capital Management and (ii) a sole member of Sylebra Capital LLC
(d)	SYLEBRA CAPITAL LLC - None Sylebra Capital Ltd - None Sylebra Capital Management, Ltd - None Gibson Daniel Patrick - None
(e)	SYLEBRA CAPITAL LLC - None Sylebra Capital Ltd - None Sylebra Capital Management, Ltd - None Gibson Daniel Patrick - None
(f)	SYLEBRA CAPITAL LLC - Delaware, US Sylebra Capital Ltd - Hong Kong Sylebra Capital Management, Ltd - Cayman Islands Gibson Daniel Patrick - Antiqua and Barbuda
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Persons each used their respective working capital to purchase the shares of Common Stock of the Issuer.
Item 4.	Purpose of Transaction
	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 5.	Interest in Securities of the Issuer
(a)	SYLEBRA CAPITAL LLC - 34,077,574; 18.84% Sylebra Capital Ltd - 34,077,574; 18.84% Sylebra Capital Management, Ltd - 34,077,574; 18.84% Gibson Daniel Patrick - 34,970,745; 19.34%
(b)	SYLEBRA CAPITAL LLC - 34,077,574 Sylebra Capital Ltd - 34,077,574 Sylebra Capital Management, Ltd - 34,077,574 Gibson Daniel Patrick - Sole Voting / Dispositive Power: 714,300 Gibson Daniel Patrick - Shared Voting / Dispositive Power: 34,220,474
(c)	Other than as disclosed above, there have been no reportable transactions with respect to the Issuer's Common Stock within the last 60 days by the Reporting Persons other than as described in this Statement .
(d)	No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Issuer's Common Stock.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	The information provided in Items 3, 4 and 5 is hereby incorporated herein by this reference. The descriptions of the Eleventh Amendment and the Repurchase Agreement set forth in Item 4 above are incorporated herein by reference. Except for the Joint Filing Agreement attached hereto as Exhibit 99.1, the Eleventh Amendment and the Repurchase Agreement described in Item 4 above, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting Persons or, to the knowledge of any of the Reporting Persons, any other person or entity referred to in Item 2, or between such persons and any other person, with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 Joint Filing Agreement, dated as of June 10, 2026, by and among the Reporting Persons. (incorporated by reference to Exhibit 99.1 to Amendment No. 3 to the Schedule 13D filed by the Reporting Persons with the Securities and Exchange Commission on June 24, 2025). Exhibit 99.2 Repurchase Agreement, dated June 10, 2026, by and among the Issuer, Sylebra Capital Partners Master Fund, Ltd., Sylebra Capital Menlo Master Fund and Blackwell Partners LLC-Series A. Exhibit 99.3 Eleventh Amendment to Credit Agreement, dated as of June 10, 2026, by and among the Issuer, the guarantors party thereto, Kroll Trustee Services (HK) Limited, as Administrative Agent and Security Agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 11, 2026). Annexes, schedules and exhibits to this Exhibit have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Reporting Persons agree to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

SYLEBRA CAPITAL LLC

Signature:	/s/ Matthew Whitehead
Name/Title:	Matthew Whitehead, Authorized Signatory
Date:	06/12/2026

Sylebra Capital Ltd

Signature:	/s/ Matthew Whitehead
Name/Title:	Matthew Whitehead, Authorized Signatory
Date:	06/12/2026

Sylebra Capital Management, Ltd

Signature:	/s/ Matthew Whitehead
Name/Title:	Matthew Whitehead, Authorized Signatory
Date:	06/12/2026

Gibson Daniel Patrick

Signature:	/s/ Daniel Patrick Gibson
Name/Title:	Daniel Patrick Gibson, Individual
Date:	06/12/2026

FAQ

How much of PureCycle Technologies (PCT) does Sylebra currently own?

Sylebra-related entities report beneficial ownership of up to 34,970,745 PureCycle common shares. This represents about 19.34% of the outstanding class attributed to Daniel Patrick Gibson, with other Sylebra entities each reporting 34,077,574 shares, or 18.84% ownership.

What new offerings did PureCycle Technologies (PCT) announce in this filing?

PureCycle announced concurrent underwritten offerings of $145.0 million of common stock and $250.0 million aggregate principal of convertible senior notes due 2032. Both offerings include customary over-allotment options, providing the company with additional potential financing capacity.

Is Sylebra buying securities in PureCycle’s new offerings?

The filing states that none of the Reporting Persons or Affiliated Investment Entities are purchasing securities in the new offerings. Sylebra’s role is instead reflected through a credit agreement amendment and a note repurchase arrangement with PureCycle.

What is the note repurchase transaction between Sylebra funds and PureCycle?

Affiliated Sylebra funds agreed to sell PureCycle an aggregate $50,000,000 principal of 7.25% Green Convertible Senior Notes due 2030 for $52,500,000 cash plus accrued interest. Closing is conditioned on the prior or contemporaneous closing of the new offerings.

How did the Eleventh Amendment to PureCycle’s credit agreement affect Sylebra?

The Eleventh Amendment permits PureCycle to consummate the new offerings and removes certain obligations tied to Series A preferred stock, Series C warrants, and pre-funded warrants held by Sylebra affiliates from secured obligations. The lenders, including Sylebra funds, received no consideration for this amendment.

Does Sylebra plan changes to PureCycle’s control or board structure?

The filing states Sylebra’s existing rights under prior agreements, including director nomination rights, are unchanged. Other than described transactions, the Reporting Persons disclose no current plans for mergers, asset sales, board changes, or other actions affecting PureCycle’s control or corporate structure.