Peridot Acquisition Sponsor SC 13G Li-Cycle / PERIDOT ACQUISITION SPONSOR ownership change

Peridot Acquisition Sponsor SC 13GLi-Cycle / PERIDOT ACQUISITION SPONSOR ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )*

Li-Cycle Holdings Corp.

(Name of Issuer)

Common Shares without par value

(Title of Class of Securities)

50202P105

(CUSIP Number)

December 31, 2021

(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)

☐	Rule 13d-1(c)

☒	Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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).

(1)

Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of 8,000,000 warrants held by the Reporting Persons on December 31, 2021 (the “Warrants”) that were subsequently exercised and net settled pursuant to the Issuer’s December 27, 2021 redemption notice.

(2.)	Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit 99.1 to the Issuer’s Form 6-K, filed on February 2, 2022.

(1)	Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of the Warrants.

(2.)	Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit 99.1 to the Issuer’s Form 6-K, filed on February 2, 2022.

(1)	Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of the Warrants.

(2.)	Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit 99.1 to the Issuer’s Form 6-K, filed on February 2, 2022.

(1)	Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of the Warrants.

(2.)	Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit 99.1 to the Issuer’s Form 6-K, filed on February 2, 2022.


Item 1(a).		Name of Issuer

		Li-Cycle Holdings Corp. (the “Issuer”)

Item 1(b).		Address of the Issuer’s Principal Executive Offices

		C/O Li-Cycle Corp. 10-2351 Royal Windsor Drive Mississauga, Ontario Canada, L5J 4S7

Item 2(a).		Names of Persons Filing

		This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”: (i) Peridot Acquisition Sponsor, LLC (ii) Carnelian Energy Capital Holdings, LLC (iii) Tomas Ackerman (iv) Daniel Goodman

Item 2(b).		Address of the Principal Business Office, or if none, Residence:

		2229 San Felipe Street, Suite 1450 Houston, TX 77019

Item 2(c).		Citizenship

		See responses to Item 4 on each cover page.

Item 2(d).		Title of Class of Securities

		Common Shares without par value

Item 2(e).		CUSIP Number

		50202P105

Item 3.		If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):

		Not Applicable.

Item 4.		Ownership (a) Amount beneficially owned See responses to Item 9 on each cover page. (b) Percent of Class See responses to Item 11 on each cover page.


		(c) Number of shares as to which the Reporting Person has: (i) Sole power to vote or to direct the vote: See responses to Item 5 on each cover page. (ii) Shared power to vote or to direct the vote: See responses to Item 6 on each cover page. (iii) Sole power to dispose or to direct the disposition of: See responses to Item 7 on each cover page. (iv) Shared power to dispose or to direct the disposition of: See responses to Item 8 on each cover page. This Schedule 13G is being filed by Peridot Acquisition Sponsor, LLC (the “Sponsor”).The Sponsor is controlled by its managing member, CEC Aventurine Holdings, LLC (“Aventurine Holdings”) and Aventurine Holdings is controlled by Carnelian Energy Capital III, L.P. (“Carnelian Fund III”), its sole member. Carnelian Fund III is controlled by its general partner, Carnelian Energy Capital GP III, L.P. (“Carnelian L.P.”) and Carnelian L.P. is controlled by its general partner Carnelian Energy Capital Holdings, LLC (“Carnelian Holdings”). Messrs. Tomas Ackerman and Daniel Goodman are the controlling members of Carnelian Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Aventurine Holdings, Carnelian Fund III, Carnelian L.P., Carnelian Holdings and Messrs. Ackerman and Goodman. Each such entity or person disclaims beneficial ownership of these securities. The filing of this Statement shall not be construed as an admission that any of the Reporting Persons is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

Item 5.		Ownership of Five Percent or Less of a Class

		Not Applicable.

Item 6.		Ownership of More than Five Percent on Behalf of Another Person

		Not Applicable.

Item 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company

		Not Applicable.

Item 8.		Identification and Classification of Members of the Group

		Not Applicable.

Item 9.		Notice of Dissolution of Group

		Not Applicable.

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.

Dated: February 10, 2022


PERIDOT ACQUISITION SPONSOR, LLC

By:		/s/ Jeffrey Gilbert
Name: Jeffrey Gilbert
Title: General Counsel and Corporate Secretary

CARNELIAN ENERGY CAPITAL HOLDINGS, LLC

By:		/s/ Tomas Ackerman
Name: Tomas Ackerman
Title: Managing Member

By:		/s/ Daniel Goodman
Name: Daniel Goodman
Title: Managing Member

TOMAS ACKERMAN

By:		/s/ Tomas Ackerman
Name: Tomas Ackerman

DANIEL GOODMAN

By:		/s/ Daniel Goodman
Name: Daniel Goodman

EXHIBIT LIST

Exhibit A Joint Filing Agreement, dated as of February 10, 2022

Names of Reporting Persons

Peridot Acquisition Sponsor, LLC

Check The Appropriate Box if a Member of a Group (See Instructions)

(a) ☐ (b) ☒

SEC Use Only

Citizenship or Place of Organization

Delaware