FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)
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6 Months Ended |
Jun. 30, 2026 |
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| Fair Value Disclosures [Abstract] |
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| Schedule of Assets and Liabilities Measurements on a Recurring Basis |
As of June 30, 2026 and December 31, 2025, the Company’s financial assets and liabilities measured and recorded at fair value on a recurring basis were classified within the fair value hierarchy as follows:
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June 30, 2026 |
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December 31, 2025 |
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(in thousands) |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Assets |
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Cash equivalents |
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$ |
155,727 |
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$ |
— |
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$ |
— |
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$ |
155,727 |
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$ |
140,694 |
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$ |
— |
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$ |
— |
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$ |
140,694 |
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Restricted cash
equivalents: |
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Restricted cash
equivalents - current |
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2,636 |
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— |
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— |
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2,636 |
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1,984 |
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— |
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— |
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1,984 |
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Restricted cash
equivalents -
noncurrent |
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9,435 |
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— |
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— |
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9,435 |
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9,356 |
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— |
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— |
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9,356 |
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Investments: |
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Corporate debt
securities, available
for sale |
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$ |
— |
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$ |
39,595 |
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$ |
— |
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$ |
39,595 |
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$ |
— |
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$ |
13,631 |
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$ |
— |
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$ |
13,631 |
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U.S. Treasury
securities, available
for sale |
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19,998 |
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— |
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— |
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19,998 |
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— |
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— |
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— |
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— |
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Total available-
for-sale investments |
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$ |
19,998 |
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$ |
39,595 |
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$ |
— |
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$ |
59,593 |
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$ |
— |
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$ |
13,631 |
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$ |
— |
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$ |
13,631 |
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Liabilities |
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Put Option Liability |
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$ |
— |
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$ |
— |
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$ |
917 |
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$ |
917 |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Warrant liability: |
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Private Warrants -
liability classified |
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— |
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— |
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42 |
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42 |
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— |
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— |
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9 |
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9 |
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Series A Warrants |
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— |
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50,786 |
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— |
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50,786 |
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— |
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13,673 |
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— |
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13,673 |
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Series B Warrants |
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— |
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— |
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12,348 |
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12,348 |
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— |
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— |
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15,749 |
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15,749 |
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Series C Warrants |
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— |
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— |
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25,150 |
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25,150 |
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— |
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— |
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29,400 |
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29,400 |
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Total warrant liability |
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$ |
— |
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$ |
50,786 |
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$ |
37,540 |
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$ |
88,326 |
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$ |
— |
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$ |
13,673 |
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$ |
45,158 |
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$ |
58,831 |
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| Summary of Financial Liabilities for Instruments not Remeasured at Fair Value on a Recurring Basis |
As of June 30, 2026 and December 31, 2025, the estimated fair value of the Company's financial instruments not remeasured at fair value on a recurring basis within the fair value hierarchy are as follows:
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June 30, 2026 |
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December 31, 2025 |
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(in thousands) |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Level 1 |
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Level 2 |
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Level 3 |
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Total |
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Convertible Senior
Notes |
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$ |
— |
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$ |
— |
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$ |
279,565 |
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$ |
279,565 |
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$ |
— |
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$ |
— |
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$ |
— |
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$ |
— |
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Green Convertible
Notes |
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— |
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— |
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34,819 |
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34,819 |
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— |
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— |
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244,560 |
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244,560 |
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Revenue Bonds |
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Related party bonds |
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— |
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— |
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108,592 |
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108,592 |
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— |
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— |
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117,928 |
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117,928 |
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Third-party bonds |
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— |
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— |
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33,981 |
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33,981 |
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— |
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— |
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31,118 |
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31,118 |
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Total Revenue Bonds |
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$ |
— |
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$ |
— |
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$ |
142,573 |
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$ |
142,573 |
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$ |
— |
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$ |
— |
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$ |
149,046 |
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$ |
149,046 |
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| Fair Value Measurement Inputs |
The private warrants are measured at fair value on a recurring basis using a Black-Scholes model. The private warrants are classified as Level 3 and were valued using the following assumptions:
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June 30, 2026 |
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December 31, 2025 |
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Expected annual dividend yield |
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— |
% |
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— |
% |
Expected volatility |
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164.8 |
% |
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101.5 |
% |
Risk-free rate of return |
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4.0 |
% |
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3.7 |
% |
Expected option term (in years) |
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0.7 |
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0.2 |
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The Company has determined the Series B Warrants to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions:
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June 30, 2026 |
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December 31, 2025 |
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Expected annual dividend yield |
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— |
% |
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— |
% |
Expected volatility |
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97.0 |
% |
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101.5 |
% |
Risk-free rate of return |
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4.1 |
% |
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3.7 |
% |
Expected option term (in years) |
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4.4 |
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4.9 |
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The Company has determined the Series C Warrants to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions:
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June 30, 2026 |
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December 31, 2025 |
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Expected annual dividend yield |
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— |
% |
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— |
% |
Expected volatility |
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97.0 |
% |
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101.5 |
% |
Risk-free rate of return |
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4.1 |
% |
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3.7 |
% |
Expected option term (in years) |
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4.4 |
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4.9 |
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The Company has determined the Put Option liability to be a Level 3 fair value measurement and has performed initial recognition and ongoing remeasurement using a Monte Carlo simulation to calculate its fair value using the following assumptions:
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June 30, 2026 |
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December 31, 2025(1) |
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Risk-free rate of return |
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4.0 |
% |
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— |
% |
Credit spread |
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11.2 |
% |
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— |
% |
__________ (1) During June 2025, the Company announced its plans to construct the Thailand Facility, which adjusted the timeline on construction of the Augusta Facility. Because the Put Option is contingent upon the Company incurring any indebtedness that is senior to the Series A Preferred Stock and/or secured by the assets of PureCycle Augusta, LLC, this adjusted timeline resulted in the likelihood of the Put Option being exercised as remote through the end of 2025. During 2026, the likelihood of the Company incurring indebtedness that would be secured by the assets of PureCycle Augusta, LLC became more than remote; accordingly, fair value of the Put Option was measured and recorded as of June 30, 2026.
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| Level 3 Liabilities Measured at Fair Value |
A summary of the private warrants activity from December 31, 2025 to June 30, 2026 is as follows:
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(in thousands) |
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Fair Value
(Level 3) |
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Balance, December 31, 2025 |
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$ |
9 |
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Change in fair value |
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33 |
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Balance, June 30, 2026 |
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$ |
42 |
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A summary of the Series B Warrants activity from December 31, 2025 to June 30, 2026 is as follows:
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(in thousands) |
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Fair Value
(Level 3) |
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Balance, December 31, 2025 |
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$ |
15,749 |
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Change in fair value |
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(3,401 |
) |
Balance, June 30, 2026 |
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$ |
12,348 |
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A summary of the Series C Warrants activity from December 31, 2025 to June 30, 2026 is as follows:
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(in thousands) |
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Fair Value
(Level 3) |
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Balance, December 31, 2025 |
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$ |
29,400 |
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Change in fair value |
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(4,250 |
) |
Balance, June 30, 2026 |
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$ |
25,150 |
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A summary of the Put Option activity from December 31, 2025 to June 30, 2026 is as follows:
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(in thousands) |
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Fair Value
(Level 3) |
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Balance, December 31, 2025 |
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$ |
— |
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Change in fair value |
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|
917 |
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Balance, June 30, 2026 |
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$ |
917 |
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