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United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2023

PureCycle Technologies, Inc.
(Exact Name of Registrant as Specified in its Charter)


Delaware
001-40234
 86-2293091
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
5950 Hazeltine National Drive, Suite 300, Orlando 32822
Florida
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (877) 648-3565

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol(s)
Name of each exchange on
which registered
Common Stock, par value $0.001 per share PCT The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of common stock, $0.001 par value per share, at an exercise price of $11.50 per share PCTTW The Nasdaq Stock Market LLC
Units, each consisting of one share of common stock, $0.001 par value per share, and three quarters of one warrant PCTTU The Nasdaq Stock Market LLC
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 8.01 Other Events.
Pursuant to Section 2.4(b)(vi)(C)(VII) of the loan agreement dated as of October 1, 2020, by and between the Southern Ohio Port Authority (“SOPA”) and PureCycle: Ohio LLC (“PCO”) (as amended, the “Loan Agreement”), PCO, an indirect wholly-owned subsidiary of the Company, posted to the Electronic Municipal Market Access (“EMMA”) on December 15, 2023 a presentation which includes PCO’s 2024 operating budget (“Operating Budget”). The Operating Budget is filed as Exhibit 99.1 to this current report on Form 8-K.
On December 18, 2023, PureCycle Technologies, Inc. (“Company”) issued a press release regarding the status of operations at the Company’s purification facility in Ironton, Ohio (“Ironton Facility”). The Ironton Facility resumed operations on December 5, 2023, following the successful completion of activities during a planned November outage to address a number of key reliability issues. However, the facility is currently not operating due to a mechanical failure that occurred last week. The facility was safely shutdown with no further equipment damage, and the Company is working to restore operations. Consequently, operations are below management’s expected post-outage ramp and the Company will not be able to meet the December 31, 2023 milestone of 4.45 million pounds of pellet production under the Limited Waiver and Second Supplemental Indenture (the “Second Limited Waiver”) by and between PCO and UMB Bank, N.A., the Trustee under the loan agreement between SOPA”) and PCO for certain revenue bonds issued by SOPA on October 20, 2020.
Pursuant to the terms of the Second Limited Waiver, the failure to satisfy the December pellet production milestone is not an Event of Default, and PCO has an additional ninety days in which to achieve the milestone. The needed maintenance to the Ironton Facility is largely complete and management expects a return to continuous operations shortly.
This Report on Form 8-K contains forward-looking statements, including statements about the outcome of any legal proceedings to which the Company is, or may become a party, and the financial condition, results of operations, earnings outlook and prospects of the Company. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance and may refer to projections and forecasts. The forward-looking statements are based on the current expectations of the Company’s management, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Exhibit
99.1
99.2
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
PURECYCLE TECHNOLOGIES, INC.
By: /s/ Jeffrey R. Fieler____________________
Name: Jeffrey R. Fieler
Title: Interim Chief Financial Officer
Date: December 18, 2023
EX-99.1 2 pct12182023ex991irontono.htm EX-99.1 pct12182023ex991irontono
1 Ironton Operating Budget 2024 December 2024 Submission Exhibit 99.1

 
2 Table of Contents • Summary • Material Assumptions • Profit and Loss • Balance Sheet • Cash Flows • Financial Covenants

 
3 Summary • Ironton continues to go through the commissioning process and is anticipated to get to full utilization rates in the first half of 2024 in our base case • Full year operations are expected to generate $27.7mm in EBITDA with profitability improving throughout the year as the operation matures • Margins are expect to ramp from below zero in Q124 to the high 30s in Q424 (low 40s excluding management fees) • The budget includes $7mm of management fees for support services • EBITDA plus Capitalized Interest and the Contingency account reserves are anticipated to be sufficient to service all of 2024 interest payments and Debt Service Reserve funding requirements in 2024

 
4 Material Assumptions - Operations Assumption Metric Comments Production Start Date Dec-23 Production Ramp Period Additional detail provided herein Revenue 1.36 $/rPP lb Average sales price based on projected contracted sales, spot sales, and excluding coproducts and order fulfillment activities Operating Days 330 days max for 107MM nameplate Purification assumes ~90% uptime Pre-processing assumes ~75% uptime Average Feedstock Cost 0.24 $/rPP lb Includes costs of raw materials, tolling, and preprocessing Recycled PP Yield 91% Pre-operating estimate, actual results may differ Coproduct PE Yield 7% Pre-operating estimate, actual results may differ Coproduct Low PP Wax Yield 2% Pre-operating estimate, actual results may differ Corporate Support Service Management Fee $7MM Management fee includes charges to Ironton for shared services and can result in a maximum allocation of $14.8MM

 
5 Material Assumptions – Ramp of Operations Month Ramp Schedule Jan-24 50% Feb-24 50% Mar-24 75% Apr-24 75% May-24 75% Jun-24 100% Jul-24 100% Aug-24 100% Sep-24 100% Oct-24 100% Nov-24 100% Dec-24 100%

 
6 Material Assumptions – Working Capital / CapEx Assumption Metric Comments DSO 45 days Days sales outstanding DPO 30 days Days payables outstanding (trade payables) DIO 30 days Days inventory on hand Interest Income N/A None forecasted

 
7 Material Assumptions – Other Assumption Metric Comments Use of capitalized interest reserves Jun 2024 & Dec 2024 Cover full interest payment ($10.1MM) in Jun 2024 with projected remaining funds (~$0.5MM) used to cover a portion of Dec 2024 payment Use of contingency account All of 2024 Funds assumed to be used to cover Sr. Interest Payments after Sr. Capitalized Interest Reserve Account is consumed ($7.4MM of Sr. Interest in Dec 2024) Taxes N/A No taxable income expected to be attributed in 2024

 
8 Budgeted Profit & Loss by Month – 2024 (in $ ‘000s) Income Statement Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 2024 Total Revenues 1,650 1,917 2,950 8,493 11,960 11,825 12,495 12,716 12,979 13,109 13,109 13,109 116,312 Growth 100% COGS (1,779) (1,775) (2,957) (3,245) (3,426) (4,770) (4,795) (4,784) (4,535) (4,377) (4,390) (4,390) (45,223) Gross Margin (129) 142 (7) 5,248 8,534 7,055 7,700 7,932 8,444 8,732 8,719 8,719 71,089 % -7.8% 7.4% -0.2% 61.8% 71.4% 59.7% 61.6% 62.4% 65.1% 66.6% 66.5% 66.5% 61.1% Operating Costs & SG&A (2,390) (2,412) (2,695) (3,100) (3,151) (3,281) (3,079) (3,070) (3,135) (3,666) (3,107) (3,158) (36,244) Research and Development (13) (13) (14) (13) (13) (14) (13) (13) (14) (13) (13) (14) (160) Corporate Shared Services Mgmt Fee (583) (583) (584) (583) (583) (584) (583) (583) (584) (583) (583) (584) (7,000) Total operating costs and expenses (2,986) (3,008) (3,293) (3,696) (3,747) (3,879) (3,675) (3,666) (3,733) (4,262) (3,703) (3,756) (43,404) EBITDA (3,115) (2,866) (3,300) 1,552 4,787 3,176 4,025 4,266 4,711 4,470 5,016 4,963 27,685 % -188.8% -149.5% -111.9% 18.3% 40.0% 26.9% 32.2% 33.5% 36.3% 34.1% 38.3% 37.9% 23.8% Depreciation & Amortization (2,951) (2,951) (2,951) (2,951) (2,951) (2,951) (2,951) (2,951) (2,951) (2,951) (2,951) (2,951) (35,412) EBIT (6,066) (5,817) (6,251) (1,399) 1,836 225 1,074 1,315 1,760 1,519 2,065 2,012 (7,727) % -367.6% -303.4% -211.9% -16.5% 15.4% 1.9% 8.6% 10.3% 13.6% 11.6% 15.8% 15.3% -6.6% Interest income & expense, net (2,141) (1,628) (1,629) (1,629) (2,096) (2,090) (1,608) (1,608) (1,609) (1,610) (1,610) (1,611) (20,869) EBT (8,207) (7,445) (7,880) (3,028) (260) (1,865) (534) (293) 151 (91) 455 401 (28,596) % -497.4% -388.4% -267.1% -35.7% -2.2% -15.8% -4.3% -2.3% 1.2% -0.7% 3.5% 3.1% -24.6% Tax rate 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% Taxes paid 0 0 0 0 0 0 0 0 0 0 0 0 0 Net Loss (8,207) (7,445) (7,880) (3,028) (260) (1,865) (534) (293) 151 (91) 455 401 (28,596) % -497.4% -388.4% -267.1% -35.7% -2.2% -15.8% -4.3% -2.3% 1.2% -0.7% 3.5% 3.1% -24.6% 2024 F

 
9 Budgeted Balance Sheet by Month – 2024 (in $ ‘000s) Balance Sheet Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 2024 Total Cash in Liquidity Reserve 101,235 100,726 100,693 100,123 100,773 100,713 101,929 100,827 100,599 100,309 100,998 107,294 107,294 Other Restricted Cash 112,493 113,006 113,577 114,148 121,478 120,820 102,895 103,758 104,620 105,482 106,340 95,329 95,329 Receivables 1,650 2,876 4,425 12,740 17,940 17,738 18,743 19,074 19,469 19,664 19,664 19,664 19,664 Inventory 1,779 1,775 2,957 3,245 3,426 4,770 4,795 4,784 4,535 4,377 4,390 4,390 4,390 Prepaids and Other Assets 6,563 6,489 6,391 6,140 5,793 5,458 5,113 9,265 8,622 8,242 7,862 7,482 7,482 Operating ROU Asset 4,614 4,518 4,422 4,325 4,228 4,130 4,032 3,933 3,834 3,735 3,635 3,535 3,535 Fixed Assets 413,007 410,056 407,105 404,154 401,203 398,252 395,301 392,350 391,999 389,048 386,097 385,846 385,846 Total Assets 641,341 639,445 639,570 644,874 654,841 651,880 632,807 633,991 633,678 630,857 628,986 623,540 623,540 Accounts Payable 3,502 3,520 4,994 5,795 6,024 7,485 7,439 7,407 7,235 7,596 6,762 7,088 7,088 Accrued Expenses 19,000 19,000 19,000 19,000 19,000 19,000 19,000 19,000 21,600 19,000 19,000 21,700 21,700 Accrued Interest 3,530 5,061 6,593 8,125 10,123 1,972 3,484 4,996 6,508 8,020 9,533 1,492 1,492 Current Portion of Debt 6,975 6,975 6,975 6,975 6,975 7,225 7,225 7,225 7,225 7,225 7,225 16,730 16,730 Deferred Revenue 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 5,000 Operating ROU Liability 3,339 3,244 3,148 3,052 2,955 2,858 2,760 2,662 2,563 2,464 2,364 2,264 2,264 Bonds Payable 227,893 227,989 228,086 228,184 228,282 224,726 224,821 224,917 225,014 225,111 225,210 212,274 212,274 Other Noncurrent Liabilities 1,048 1,046 1,044 1,042 1,040 1,038 1,036 1,034 1,032 1,030 1,028 1,026 1,026 Due to Parent 343,344 347,344 352,344 358,344 366,344 375,344 355,344 355,344 350,944 348,944 345,944 348,644 348,644 Additional Paid-in Capital 223,380 223,380 223,380 223,380 223,380 223,380 223,380 223,380 223,380 223,380 223,380 223,380 223,380 Accumulated Deficit (195,669) (203,114) (210,994) (214,022) (214,282) (216,147) (216,681) (216,974) (216,823) (216,914) (216,459) (216,058) (216,058) Liabilities & Shareholder's Equity 641,342 639,446 639,570 644,875 654,841 651,880 632,808 633,991 633,678 630,857 628,986 623,540 623,540 2024 F

 
10 Budgeted Cash Flows by Month – 2024 (in $ ‘000s) Cash Flow Statement Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 2024 Total Cash Flow from Operations (CFO) Net income (8,207) (7,445) (7,880) (3,028) (260) (1,865) (534) (293) 151 (91) 455 401 (28,596) Addback D&A 2,951 2,951 2,951 2,951 2,951 2,951 2,951 2,951 2,951 2,951 2,951 2,951 35,412 Addback Lease Amort 95 96 96 97 97 98 98 99 99 99 100 100 1,174 Addback Accretion/Amort on Debt 96 96 97 98 98 119 95 96 97 98 98 119 1,207 Change in receivables (1,592) (1,226) (1,550) (8,315) (5,201) 203 (1,005) (332) (395) (195) 0 0 (19,606) Change in inventory 2,759 4 (1,182) (288) (181) (1,344) (25) 11 249 158 (13) 0 148 Change in prepaids and other assets 79 74 98 251 347 335 345 (4,152) 643 380 380 380 (840) Change in payables 2,733 18 1,474 801 229 1,461 (46) (32) (172) 361 (834) 326 6,319 Change in accrued expenses (1,538) 0 0 0 0 0 0 0 2,600 (2,600) 0 2,700 1,162 Change in accrued interest 1,998 1,532 1,532 1,532 1,998 (8,151) 1,512 1,512 1,512 1,512 1,512 (8,041) (40) ROU Liability Payments (95) (95) (96) (96) (97) (97) (98) (98) (99) (99) (100) (100) (1,170) CFO (722) (3,994) (4,460) (5,997) (18) (6,291) 3,294 (237) 7,637 2,574 4,549 (1,163) (4,830) Investing Cash Flow (CFI) CAPEX 0 0 0 0 0 0 0 0 (2,600) 0 0 (2,700) (5,300) CFI 0 0 0 0 0 0 0 0 (2,600) 0 0 (2,700) (5,300) Cash Flow from Financing Debt repayments 0 0 0 0 0 (3,425) 0 0 0 0 0 (3,550) (6,975) Finance lease payments (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (2) (24) Due to/from Parent for Working Capital 0 4,000 5,000 6,000 8,000 9,000 (20,000) 0 (7,000) (2,000) (3,000) 0 0 Equity from Parent for CapEx 0 0 0 0 0 0 0 0 2,600 0 0 2,700 5,300 CFI (2) 3,998 4,998 5,998 7,998 5,573 (20,002) (2) (4,402) (2,002) (3,002) (852) (1,699) Change in Cash (724) 4 538 1 7,980 (718) (16,708) (239) 635 572 1,547 (4,715) (11,829) Cash beginning 214,452 213,728 213,732 214,270 214,271 222,251 221,532 204,824 204,585 205,219 205,791 207,338 214,452 Cash end of month 213,728 213,732 214,270 214,271 222,251 221,532 204,824 204,585 205,219 205,791 207,338 202,623 202,623 2024 F

 
11 Budgeted Financial Covenants – 2024 (in $ ‘000s) Financial Covenant Calculations Jan-24 Feb-24 Mar-24 Apr-24 May-24 Jun-24 Jul-24 Aug-24 Sep-24 Oct-24 Nov-24 Dec-24 2024 Total Commencing with the Fiscal Year Ended 12/31/23 Net Income Available for Debt Service 27,685 Senior DSCR: >150% Total Senior Debt Service 22,078 Less: Remaining Senior Capitalized Interest (8,986) Senior Debt Service for Fiscal Year 13,092 Senior DSCR Ratio 211% Net Income Available for Debt Service: >110% Total Debt Service 26,631 Less: Remaining Total Capitalized Interest (10,636) Debt Service for Fiscal Year 15,995 Net Income Available for Debt Service Ratio 173% Days Cash on Hand: >75 Cash on Hand 150,693 150,713 150,599 157,294 157,294 Operating Expenses (15,798) (22,763) (25,188) (24,878) (88,627) Debt Service for Period (15,995) (15,995) Total Operating Expenses + Debt Service (15,798) (22,763) (25,188) (40,873) (104,622) Daily Cash Required 176 250 274 444 287 Days Cash on Hand 858 603 550 354 549 2024 F

 
EX-99.2 3 pctform12182023ex992pressr.htm EX-99.2 Document

Exhibit 99.2
image_0.jpg 
PureCycle Provides Ironton Operations Update
Ironton, Ohio – December 18, 2023 – PureCycle Technologies, Inc. (Nasdaq: PCT), today, announced an update on the status of activities at the company’s flagship purification facility located in Ironton, Ohio. The site successfully restarted following a November outage to address a number of key reliability issues.
PureCycle CEO Dustin Olson said, “We got off to a nice start following the outage. In the first three days we pushed half the amount of feed through the system that we had in nearly five months prior to the outage. The screen changer we installed on the final product extruder showed that it will help with continuous pellet production.” Olson added, “Other operational improvements are evidenced by increased removal of impurities in the form of co-product one and co-product two through the purification process.”
Despite these achievements, a couple of mechanical problems arose last week that are unrelated to PureCycle’s core technology. The primary issues surrounded a leaking block valve and a mechanical seal failure. The Ironton facility was safely shut down following the seal failure with no further equipment damage. The needed maintenance to the plant is currently underway and should be completed in the near-term, before we return to continuous operations.
Due to these issues, PureCycle: Ohio LLC will utilize the 90-day cure period provided under an agreement with the bondholders, since the Company determined it will not meet the December 31, 2023 bondholder operational milestone under its Ironton bonds to produce 4.45 million pounds of pellets in a 30-day period.
PureCycle CEO Dustin Olson said, “PureCycle’s dedicated team has been working around the clock at our Ironton facility to improve and optimize pellet production as we continue to bring this first-of-its-kind technology to market. We are committed to achieving reliable operations that ensure our products meet the highest safety and quality standards.” Olson added, “We look forward to updating the market as we achieve future milestones.”
###
PureCycle Contact
Christian Bruey
cbruey@purecycle.com
+1 (352) 745-6120



About PureCycle Technologies
PureCycle Technologies LLC., a subsidiary of PureCycle Technologies, Inc., holds a global license for the only patented solvent-driven purification recycling technology, developed by The Procter & Gamble Company (P&G), that is designed to transform polypropylene plastic waste (designated as No. 5 plastic) into a continuously renewable resource. The unique purification process removes color, odor, and other impurities from No. 5 plastic waste resulting in an ultra-pure recycled (UPR) plastic that can be recycled and reused multiple times, changing our relationship with plastic. www.purecycle.com
Forward-Looking Statements
This press release contains forward-looking statements, including statements about the outcome of any legal proceedings to which PureCycle is, or may become a party, and the financial condition, results of operations, earnings outlook and prospects of PureCycle. Forward-looking statements generally relate to future events or PureCycle’s future financial or operating performance and may refer to projections and forecasts. Forward-looking statements are often identified by future or conditional words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “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.
The forward-looking statements are based on the current expectations of the management of PureCycle and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of this press release. 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 entitled “Risk Factors” in each of PureCycle’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and PureCycle’s Quarterly Reports on Form 10-Q, those discussed and identified in other public filings made with the Securities and Exchange Commission by PureCycle and the following:
• PCT's ability to obtain funding for its operations and future growth and to continue as a going concern;
• PCT's ability to meet, and to continue to meet, applicable regulatory requirements for the use of PCT’s UPR resin (as defined below) in food grade applications (including in the United States, Europe, Asia and other future international locations);
• PCT's ability to comply on an ongoing basis with the numerous regulatory requirements applicable to the UPR resin and PCT’s facilities (including in the United States, Europe, Asia and other future international locations);
• expectations and changes regarding PCT’s strategies and future financial performance, including its 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 PCT’s ability to invest in growth initiatives;


• the ability of PCT’s first commercial-scale recycling facility in Lawrence County, Ohio (the “Ironton Facility”) to be appropriately certified by Leidos (as defined below), following certain performance and other tests, and commence full-scale commercial operations in a timely and cost-effective manner;
• PCT’s ability to meet, and to continue to meet, the requirements imposed upon it and its subsidiaries by the funding for its operations, including the funding for the Ironton Facility;
• PCT’s ability to complete the necessary funding with respect to, and complete the construction of, (i) its first U.S. multi-line facility, located in Augusta, Georgia (the “Augusta Facility”); (ii) its first commercial-scale European plant located in Antwerp, Belgium and (iii) its first commercial-scale Asian plant located in Ulsan, South Korea, in a timely and cost-effective manner;
• PCT’s ability to sort and process polypropylene plastic waste at its plastic waste prep (“Feed PreP”)
facilities;
• PCT’s ability to maintain exclusivity under the Procter & Gamble Company (“P&G”) license (as described below);
• the implementation, market acceptance and success of PCT’s business model and growth strategy;
• the success or profitability of PCT’s offtake arrangements;
• the ability to source feedstock with a high polypropylene content at a reasonable cost;
• PCT’s future capital requirements and sources and uses of cash;
• developments and projections relating to PCT’s competitors and industry;
• the outcome of any legal or regulatory proceedings to which PCT is, or may become, a party including the securities class action case;
• geopolitical risk and changes in applicable laws or regulations;
• the possibility that PCT may be adversely affected by other economic, business, and/or competitive factors, including rising interest rates, availability of capital, economic cycles, and other macro-economic impacts;
• turnover or increases in employees and employee-related costs;
• changes in the prices and availability of labor (including labor shortages), transportation and materials,
including significant inflation, supply chain conditions and its related impact on energy and raw materials, and PCT’s ability to obtain them in a timely and cost-effective manner;
• any business disruptions due to political or economic instability, pandemics, armed hostilities (including the ongoing conflict between Russia and Ukraine and the current situation in Israel); • the potential impact of climate change on PCT, including physical and transition risks, higher regulatory and compliance costs, reputational risks, and availability of capital on attractive terms; and operational risk.