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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Li-Cycle Holdings Corp. (Name of Issuer) |
Common shares, without par value (Title of Class of Securities) |
50202P105 (CUSIP Number) |
01/16/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 50202P105 |
| 1 | Names of Reporting Persons
Spring Creek Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
6,720.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The percentage reflected in Row 11 in the table above is calculated using 35,603,217 common shares, no par value (the "Public Shares"), of Li-Cycle Holdings Corp., an Ontario corporation (the "Issuer"), outstanding as of January 16, 2025, as provided to the Reporting Persons (as defined below) by the Issuer.
SCHEDULE 13G
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| CUSIP No. | 50202P105 |
| 1 | Names of Reporting Persons
Wood River Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,976,654.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.26 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The shares reported in Rows 5, 7 and 9 in the table above represent 1,976,654 Public Shares which may be issuable to Wood River Capital, LLC ("Wood River") upon conversion of the unsecured convertible note issued in the original principal amount of $100,000,000 pursuant to that certain Note Purchase Agreement (the "Note Purchase Agreement")
entered into on September 29, 2021, between the Issuer and Spring Creek Capital, LLC ("Spring Creek") (together with subsequently issued unsecured convertible notes under the Note Purchase Agreement, the "Convertible Notes") based on the outstanding principal amount of $133,760,217, as of December 31, 2024, without giving effect to accrued and unpaid interest, which may be payable in-kind at the Issuer's option at subsequent semi-annual interest payment dates.
The percentage reflected in Row 11 in the table above is calculated using 37,579,871 Public Shares deemed outstanding as of January 16, 2025, including (i) 35,603,217 Public Shares outstanding as of January 16, 2025, as provided to the Reporting Persons (as defined below) by the Issuer, and (ii) 1,976,654 Public Shares issuable upon conversion of the Convertible Notes.
SCHEDULE 13G
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| CUSIP No. | 50202P105 |
| 1 | Names of Reporting Persons
Koch, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
KANSAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,983,374.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
5.28 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: The shares reported in Rows 5, 7 and 9 in the table above represent (i) 1,976,654 Public Shares issuable upon conversion of the Convertible Notes beneficially owned by Wood River and (ii) 6,720 Public Shares held by Spring Creek. These Issuer securities may be deemed to be beneficially owned by Koch, Inc. by virtue of Koch, Inc.'s indirect beneficial ownership of Spring Creek and Wood River.
The percentage reflected in Row 11 in the table above is calculated using 37,579,871 Public Shares deemed outstanding as of January 16, 2025, including (i) 35,603,217 Public Shares outstanding as of January 16, 2025, as provided to the Reporting Persons by the Issuer, and (ii) 1,976,654 Public Shares issuable upon conversion of the Convertible Notes.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Li-Cycle Holdings Corp. | |
| (b) | Address of issuer's principal executive offices:
207 Queens Quay West, Suite 590, Toronto, ONTARIO, CANADA , M5J 1A7. | |
| Item 2. | ||
| (a) | Name of person filing:
This Schedule 13G is jointly filed by Spring Creek Capital, LLC ("Spring Creek"), Wood River Capital, LLC ("Wood River"), SCC Holdings, LLC ("SCC"), KIM, LLC ("KIM"), Koch Investments Group, LLC ("KIG"),
Koch Investments Group Holdings, LLC ("KIGH"), Koch Companies, LLC ("KCLLC"), and Koch, Inc. (each a "Reporting Person," and collectively, the "Reporting Persons"). Each of Spring Creek and Wood River is beneficially owned by SCC, SCC is beneficially owned by KIM, KIM is beneficially owned by KIG, KIG is beneficially owned by KIGH, KIGH is beneficially owned by KCLLC, and KCLLC is beneficially owned by Koch, Inc., in each case by means of ownership of all voting equity instruments.
Koch, Inc., KCLLC, SCC, KIM, KIG, and KIGH may be deemed to beneficially own the Public Shares held by Spring Creek and Wood River by virtue of (i) Koch, Inc.'s beneficial ownership of KCLLC, (ii) KCLLC's beneficial ownership of KIGH, (iii) KIGH's beneficial ownership of KIG, (iv) KIG's beneficial ownership of KIM, (v) KIM's beneficial ownership of SCC and (vi) SCC's beneficial ownership of each of Wood River and Spring Creek. The information contained in the Schedule 13G shall not be construed as an admission that any of SCC, KIM, KIG, KIGH, KCLLC, or Koch, Inc. is for purposes of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any Public Shares covered by the Schedule 13G.
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| (b) | Address or principal business office or, if none, residence:
The addresses of the principal office and principal business of each Reporting Person is 4111 East 37th Street North, Wichita, Kansas 67220.
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| (c) | Citizenship:
The response to Row 4 of each cover page is incorporated herein by reference for each Reporting Person's citizenship. | |
| (d) | Title of class of securities:
Common shares, without par value | |
| (e) | CUSIP No.:
50202P105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See Row 9 of each cover page. | |
| (b) | Percent of class:
See Row 11 of each cover page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See Row 5 of each cover page.
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| (ii) Shared power to vote or to direct the vote:
See Row 6 of each cover page.
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| (iii) Sole power to dispose or to direct the disposition of:
See Row 7 of each cover page.
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| (iv) Shared power to dispose or to direct the disposition of:
See Row 8 of each cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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