Amendment: SEC Form SCHEDULE 13D/A filed by Li-Cycle Holdings Corp.
$LICY
Environmental Services
Industrials
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
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Li-Cycle Holdings Corp. (Name of Issuer) |
Common Shares without par value (Title of Class of Securities) |
50202P105 (CUSIP Number) |
Peter Wright Glencore Canada Corporation, 100 King Street West, Suite 6900 Toronto, A6, M5X 1E3 (416) 775-1500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/14/2025 (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).
SCHEDULE 13D
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| CUSIP No. | 50202P105 |
| 1 |
Name of reporting person
Glencore plc | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
JERSEY
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
84,404,412.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
For rows 8, 10, and 11, represents the amount beneficially owned by Glencore Canada Corporation, which is a wholly-owned indirect subsidiary of Glencore plc. For row 13, see comment regarding row 13 to Glencore Canada Corporation's cover page of this Amendment No. 9.
SCHEDULE 13D
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| CUSIP No. | 50202P105 |
| 1 |
Name of reporting person
Glencore International AG | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SWITZERLAND
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
84,404,412.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person:
For rows 8, 10, and 11, represents the amount beneficially owned by Glencore Canada Corporation, which is a wholly-owned indirect subsidiary of Glencore International AG. For row 13, see comment regarding row 13 to Glencore Canada Corporation's cover page of this Amendment No. 9.
SCHEDULE 13D
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| CUSIP No. | 50202P105 |
| 1 |
Name of reporting person
Glencore Canada Corporation | ||||||||
| 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, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
ONTARIO, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
84,404,412.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For rows 8, 10, and 11, assuming all applicable regulatory conditions have been satisfied, represents 84,396,989 Common Shares of Li-Cycle Holdings Corp (the "Issuer") that are issuable to Glencore Canada Corporation upon conversion of all of the outstanding secured and unsecured notes of the Issuer held by Glencore Canada Corporation, subject to adjustment and including accrued but unpaid interest through March 13, 2025, plus 7,423 Common Shares of the Issuer previously awarded to Mr. Kunal Sinha under the Issuer's 2021 Incentive Award Plan. For row 13, percent of Common Shares calculated based on 42,163,821 Common Shares of the Issuer outstanding as of January 30, 2025 (such outstanding shares based on information provided to the Reporting Persons by the Issuer), plus the number of Common Shares of the Issuer that are issuable to Glencore Canada Corporation as described in in the preceding sentence. See Item 5 of this Amendment No. 9 for more information.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Shares without par value | |
| (b) | Name of Issuer:
Li-Cycle Holdings Corp. | |
| (c) | Address of Issuer's Principal Executive Offices:
207 Queens Quay West, Suite 590, Toronto,
ONTARIO, CANADA
, M5J 1A7. | |
Item 1 Comment:
This Amendment No. 9 (this "Amendment No. 9") is being filed by the undersigned to amend and supplement the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "SEC") on September 23, 2022 (as amended, from time to time, the "Schedule 13D") relating to the common shares, without par value (the "Common Shares"), of Li-Cycle Holdings Corp. (the "Issuer"). Capitalized terms used herein and not otherwise defined shall have the respective meanings ascribed to them in the Schedule 13D. | ||
| Item 2. | Identity and Background | |
| (a) | Item 2(a) of the Schedule 13D is hereby amended and supplemented as follows:
The name, citizenship, occupation and principal business address of each director and executive officer of the Reporting Persons as of March 14, 2025 are listed in Schedule I of Exhibit 99.9 hereto (the "Schedule I Persons"), which Schedule I is incorporated herein by reference.
As of the date of this Amendment No. 9, other than as set out in Schedule II of Exhibit 99.9 hereto, during the last five years, none of the Reporting Persons, or, to the Reporting Persons' knowledge, any of the Schedule I Persons, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 2(a) of this Amendment No. 9 is hereby incorporated herein by reference. | |
| (c) | Item 2(c) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 2(a) of this Amendment No. 9 is hereby incorporated herein by reference. | |
| (d) | Item 2(d) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 2(a) of this Amendment No. 9 is hereby incorporated herein by reference. | |
| (e) | Item 2(e) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 2(a) of this Amendment No. 9 is hereby incorporated herein by reference. | |
| (f) | Item 2(f) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 2(a) of this Amendment No. 9 is hereby incorporated herein by reference. | |
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:
The Reporting Persons are currently in discussions with members of the Issuer's management, board of directors, and special committee, and other stakeholders, regarding matters relating to the business, affairs and operations of the Issuer and/or its subsidiaries and various potential strategic alternatives relating thereto, including interest by the Reporting Persons in exploring a potential transaction involving the acquisition of the Issuer and/or substantially all of its business. See Letter dated March 14, 2025 from Glencore Canada Corporation to the Issuer attached as Exhibit 99.14 hereto.
In connection with these ongoing discussions, the Issuer has granted the Reporting Persons a waiver from any restrictions on the Reporting Persons arising under Section 3(b) of the Governance Letter Agreement with respect to the Reporting Persons submitting a proposal, or engaging or negotiating with the Special Committee of the Board of Directors of the Issuer, in connection with any Schedule 13e-3 transaction, other going private transaction, or other acquisition of the remaining voting securities of the Issuer that are not already beneficially owned by the Reporting Persons and their affiliates (whether by merger, share purchase or otherwise).
The Reporting Persons is considering, and may propose or suggest additional actions that could result in, among other things, any one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
As previously disclosed by the Issuer, Glencore Canada Corporation granted a temporary waiver to the Issuer from, among other things, certain minimum market capitalization requirements and listing requirements under the terms of the Glencore Notes, subject to the terms and conditions of the waiver. See Waiver from Glencore Canada Corporation to the Issuer attached as Exhibit 99.15 hereto.
Each Reporting Person reserves the right to change its plans and intentions, at any time, as it deems appropriate. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 9, as of March 14, 2025, are incorporated herein by reference.
As of such date, assuming all applicable regulatory conditions have been satisfied, the Reporting Persons may be deemed to have shared power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own), an aggregate of 84,396,989 Common Shares issuable upon the conversion of the Glencore Notes directly owned by Glencore Canada Corporation, including accrued but unpaid interest through March 13, 2025, plus 7,423 Common Shares previously awarded to Mr. Kunal Sinha under the Issuer's 2021 Incentive Award Plan. This amount of Common Shares represents approximately 66.7% of the outstanding Common Shares and is calculated based on 42,163,821 Common Shares of the Issuer outstanding as of as of January 30, 2025 (such outstanding shares based on information provided to the Reporting Persons by the Issuer), plus the 84,396,989 Common Shares of the Issuer issuable to Glencore Canada Corporation upon conversion of the Glencore Notes directly owned by Glencore Canada Corporation including accrued but unpaid interest through March 13, 2025. Mr. Sinha is the Global Head of Recycling at the Glencore group and holds the securities reported herein for the benefit of the Reporting Persons, and will, after vesting, if applicable, transfer the securities directly to the Reporting Persons. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 5(a) of this Amendment No. 9 is hereby incorporated herein by reference. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Except as otherwise disclosed in this Amendment No. 9 and the Schedule 13D, none of the Reporting Persons nor, to the Reporting Persons' knowledge, any of the Schedule I Persons, has effected any transaction during the past 60 days in, any Common Shares. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 9 is hereby incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.9 Schedules I and II (attached hereto)
Exhibit 99.14 Letter dated March 14, 2025 from Glencore Canada Corporation to the Issuer (attached hereto)
Exhibit 99.15 Waiver from Glencore Canada Corporation to the Issuer (incorporated by reference to Exhibit 4.1 of the Issuer's Form 8-K filed with the SEC on February 27, 2025). | ||
| 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.
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