The information in this prospectus is not
complete and may be changed. Neither we nor the selling
shareholders may sell these securities until the registration
statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities
and is not soliciting an offer to buy these securities in any
jurisdiction where the offer or sale is not
SUBJECT TO COMPLETION,
DATED SEPTEMBER 14, 2022
Secondary Offering of
96,579,362 Common Shares
This prospectus relates to the offer and sale from time to time by
the selling shareholders named in this prospectus or their
permitted transferees (collectively, the “selling shareholders”) of
up to 96,579,362 common shares, without par value (the “common
shares”) of Li-Cycle
Holdings Corp., an Ontario corporation (“we” or the “Company”).
This prospectus covers any additional securities that may become
issuable by reason of share splits, share dividends, and other
events described herein.
The common shares covered by this prospectus that may be offered
and sold by the selling shareholders include (i) 59,113,532
common shares issued to certain former shareholders and
optionholders of Li-Cycle
Corp., an Ontario corporation, at the closing of the business
combination by and among the Company, Li-Cycle Corp., and Peridot Acquisition
Corp., an Ontario corporation (“Peridot”), on August 10, 2021,
as a result of which the Company became a new public company (the
“Business Combination”), (ii) 7,500,000 common shares issued to
Peridot Class B Holders (as defined herein) in connection with
the Business Combination, (iii) 1,586,720 common shares issued
following the exercise of private placement warrants (the “private
placement warrants”) held by Peridot Acquisition Sponsor, LLC, a
Delaware limited liability company (the “Sponsor”), (iv) 12,056,835
common shares issued to certain institutions and accredited
investors in the PIPE Financing (as defined herein), (v) 11,021,923
common shares issuable upon conversion of outstanding unsecured
convertible notes held by a selling shareholder (the “2021
Convertible Notes”) or pursuant to any other term of the 2021
Convertible Notes, including as a result of any of the payment-in-kind (“PIK”)
provisions of the 2021 Convertible Notes, and (vi) 5,300,352
common shares issued pursuant to the LG Subscription (as defined
We are registering the offer and sale of the common shares covered
by this prospectus to satisfy certain registration rights we have
granted to the selling shareholders. The selling shareholders may
offer all or part of the common shares covered by this prospectus
for resale from time to time through public or private
transactions, at either prevailing market prices or at privately
negotiated prices. These common shares are being registered to
permit the selling shareholders to sell common shares from time to
time, in amounts, at prices and on terms determined at the time of
offering. The selling shareholders may sell these common shares
through an underwritten offering, ordinary brokerage transactions,
directly to market makers of our common shares or through any other
means described in the section entitled “Plan of Distribution”
herein. In connection with any sales of common shares offered
hereunder, the selling shareholders and any underwriters, agents,
brokers or dealers participating in such sales may be deemed to be
“underwriters” within the meaning of the Securities Act of 1933, as
amended (the “Securities Act”). If our common shares are sold
through underwriters or broker-dealers, the selling shareholders
will be responsible for underwriting discounts or commissions or
All of the common shares offered by the selling shareholders
pursuant to this prospectus will be sold by the selling
shareholders for their respective accounts. We will not receive any
of the proceeds from these sales.
We will pay certain expenses associated with the registration of
the common shares covered by this prospectus, as described in the
section entitled “Plan of Distribution.”
Our common shares are currently listed on The New York Stock
Exchange under the symbol “LICY”. On September 13, 2022, the
last reported sale price of our common shares as reported on The
New York Stock Exchange was $7.11 per common share.
We may amend or supplement this prospectus from time to time by
filing amendments or supplements. You should read this entire
prospectus and any amendments or supplements carefully before you
make your investment decision.
We are currently an “emerging growth company” as that term is
defined in the Jumpstart Our Business Startups Act of 2012 and, as
such, are subject to reduced public company reporting requirements.
We are also a “foreign private issuer” and will report under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”),
as a non-U.S. company with
foreign private issuer status. Even after we no longer qualify as
an emerging growth company, as long as we qualify as a foreign
private issuer under the Exchange Act, we will be exempt from
certain provisions of the Exchange Act that are applicable to U.S.
domestic public companies.
Our principal executive offices are located at 207 Queen’s Quay
West, Suite 590, Toronto, Ontario , M5J 1A7, Canada.
Investing in our common shares involves a high degree of risk.
Before buying any common shares, you should carefully read the
discussion of material risks of investing in our common shares in
the section entitled “Risk
Factors” beginning on page 10 of this prospectus and the other
information included or incorporated by reference in the prospectus
and the applicable prospectus supplement.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these common
shares or passed on the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.