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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
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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) |
01/31/2025 (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
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
83,537,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.5 % | ||||||||
| 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. 8.
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
83,537,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.5 % | ||||||||
| 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. 8.
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
83,537,741.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
66.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
For rows 8, 10, and 11, represents 83,530,318 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 February 4, 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. 8 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:
EXPLANATORY NOTE
This Amendment No. 8 (this "Amendment No. 8") 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 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:
On January 31, 2025, the Issuer amended and restated the Senior Secured Convertible Note (the "A&R Senior Secured Convertible Note"), A&R Convertible Note No. 1 (the "Second A&R Convertible Note No. 1") and A&R Convertible Note No. 2 (the "Second A&R Convertible Note No. 2" and together with the Second A&R Convertible Note No. 1 and A&R Senior Secured Convertible Note, the "Glencore Notes"). Additionally, the Issuer, Glencore Canada Corporation, Glencore Ltd. and Glencore Canada Corporation, as collateral agent, entered into Amendment No. 1 to the New Note Purchase Agreement, as amended and restated (the "NPA Amendment"). Among other things, the amendments to the Glencore Notes and the NPA Amendment:
Entitle Glencore Canada Corporation (and any warrants issued in accordance with the Glencore Notes) to equivalent pro rata distributions made to common shareholders;
Entitle any warrants issued in accordance with the Glencore Notes to have the Issuer repurchase the warrants for cash upon a change of control, at the holder's election, based on a Black-Scholes lite valuation;
Entitle Glencore Canada Corporation (and any warrants issued in accordance with the Glencore Notes) to an economic anti-dilution adjustment, in addition to modification of the conversion or exchange price, as applicable, in the event of a reverse stock split or similar share combination;
Add provisions to the Glencore Notes (and any warrants issued in accordance with the Glencore Notes) that specify conversion or exchange price adjustments, as applicable, in connection with the future issuance by the Issuer of additional Common Shares or instruments exchangeable or convertible into Common Shares;
Add provisions to the Glencore Notes (and any warrants issued in accordance with the Glencore Notes) that provide for compensation in the event that the Company fails to timely deliver Common Shares upon conversion of the Glencore Notes or exercise of the related warrants, as applicable; and
Remove contractual transfer restrictions on the warrants issued in accordance with the Glencore Notes and the Common Shares underlying such warrants.
The conversion price for the A&R Senior Secured Convertible Note, Second A&R Convertible Note No. 1 and Second A&R Convertible Note No. 2 remains $3.02, $2.33, and $49.60, respectively, with each subject to future adjustments in accordance with the terms of the applicable notes. | ||
| 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. 8, as of February 4, 2025, are incorporated herein by reference.
As of such date, 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 83,530,318 Common Shares issuable upon the conversion of the A&R Senior Secured Convertible Note, Second A&R Convertible Note No. 1 and Second A&R Convertible Note No. 2 directly owned by Glencore Canada Corporation, including accrued but unpaid interest through February 4, 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 66.5% 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 83,530,318 Common Shares of the Issuer issuable to Glencore Canada Corporation upon conversion of the A&R Senior Secured Convertible Note, Second A&R Convertible Note No. 1 and Second A&R Convertible Note No. 2 directly owned by Glencore Canada Corporation including accrued but unpaid interest through February 4, 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. As of the date hereof, the aggregate outstanding principal amount of the A&R Senior Secured Convertible Note, Second A&R Convertible Note No. 1 and Second A&R Convertible Note No. 2 is $81,573,643.75 (inclusive of PIK interest), $124,059,131.32 (inclusive of PIK interest) and $121,772,741.47 (inclusive of PIK interest), respectively. | |
| (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. 8 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. 8 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. 8 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 99.10 A&R Senior Secured Convertible Note, dated January 31, 2025 (incorporated by reference to Exhibit 4.1 of the Issuer's Form 8-K filed with the SEC on January 31, 2025)
Exhibit 99.11 Second A&R Convertible Note No. 1, dated January 31, 2025 (incorporated by reference to Exhibit 4.2 of the Issuer's Form 8-K filed with the SEC on January 31, 2025)
Exhibit 99.12 Second A&R Convertible Note No. 2, dated January 31, 2025 (incorporated by reference to Exhibit 4.3 of the Issuer's Form 8-K filed with the SEC on January 31, 2025)
Exhibit 99.13 NPA Amendment, dated January 31, 2025 (incorporated by reference to Exhibit 10.1 of the Issuer's Form 8-K filed with the SEC on January 31, 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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