Item 8.01 Other Events.

On March 17, 2021, PureCycle Technologies LLC ("PCT LLC") consummated the previously announced business combination ("Business Combination") with Roth CH Acquisition I Co., a Delaware corporation (both prior to and after the Closing Date, "ROCH"), Roth CH Acquisition I Co. Parent Corp., a Delaware corporation and wholly owned direct subsidiary of ROCH ("ParentCo") and others pursuant to the Agreement and Plan of Merger dated as of November 16, 2020, as amended from time to time (the "Merger Agreement").

Upon the completion of the Business Combination and the other transactions contemplated by the Merger Agreement (collectively, the "Closing"), ROCH changed its name to PureCycle Technologies Holdings Corp. and became a wholly owned direct subsidiary of ParentCo, PCT LLC became a wholly owned direct subsidiary of PureCycle Technologies Holdings Corp. and a wholly owned indirect subsidiary of ParentCo, and ParentCo changed its name to PureCycle Technologies, Inc. ("PureCycle" or the "Company"). PureCycle continues the existing business operations of PCT LLC as a publicly traded company. The Company's common stock, units and warrants are now listed on the Nasdaq Capital Market ("NASDAQ") under the symbols "PCT," "PCTTU" and "PCTTW," respectively.

The Business Combination was accounted for as a reverse recapitalization and ROCH was treated as the "acquired" company for accounting purposes. The Business Combination was accounted for as the equivalent of the Company issuing stock for the net assets of ROCH, accompanied by a recapitalization.

Attached hereto as Exhibit 99.1 is the Management's Discussion and Analysis of Financial Condition and Results of Operations of the Company as of and for the periods ended December 31, 2020 and 2019 (the "MD&A"). Attached hereto as Exhibit 99.2 are the audited consolidated financial statements of the Company as of and for the periods ended December 31, 2020 and 2019 (the "Audited Financial Statements").

The MD&A and the consolidated statements of stockholders' equity and the notes to the consolidated financial statements included in the Audited Financial Statements reflect the reverse recapitalization discussed above. Furthermore, the consolidated balances and the Audited Financial Statements of the Company and the share activity and per share amounts in the consolidated statements of equity included in the Audited Financial Statements were retroactively adjusted, where applicable, using the recapitalization exchange ratios established in the Business Combination.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits




Exhibit No.   Description
  99.1          Management's Discussion and Analysis of Financial Condition and
              Results of Operations of the Company as of and for the years ended
              December 31, 2020 and 2019.
  99.2          Audited consolidated financial statements of the Company as of and
              for the years ended December 31, 2020 and 2019.
104.1         Cover Page Interactive Data File (formatted in Inline XBRL)

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