SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11)
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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) |
08/07/2025 (Date of Event Which Requires Filing of This Statement) |
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)
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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)
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6 | Citizenship or place of organization
JERSEY
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
74,587,088.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
62.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO, HC |
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)
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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)
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6 | Citizenship or place of organization
SWITZERLAND
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
74,587,088.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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13 | Percent of class represented by amount in Row (11)
62.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO, HC |
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)
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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)
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6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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Number of Shares Beneficially Owned by Each Reporting Person With: |
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11 | Aggregate amount beneficially owned by each reporting person
74,587,088.00 | ||||||||
12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
![]() | ||||||||
13 | Percent of class represented by amount in Row (11)
62.6 % | ||||||||
14 | Type of Reporting Person (See Instructions)
CO |
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. 11 (this "Amendment No. 11") 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 have the respective meanings ascribed to them in the Schedule 13D. | ||
Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
The information set forth in Item 4 of this Amendment No. 11 is hereby incorporated herein by reference. | ||
Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby supplemented as follows:
Pursuant to an order of the CCAA Court dated August 1, 2025, which was recognized by an order of the United States Bankruptcy Court for the Southern District of New York dated August 4, 2025 in the Chapter 15 Proceeding, among other things, the EAPA (as amended), the EAPA Transaction and the Credit Bid were approved. In connection therewith, on August 7, 2025 (the "Closing Date"), the Issuer, Glencore Canada Corporation, Glencore International AG, and other subsidiaries of the Issuer entered into the Collateral Release and Note Direction Agreement (the "Collateral Release and Note Direction Agreement"), pursuant to which and as contemplated by the EAPA (as amended), the EAPA Transaction and the Credit Bid, Glencore Canada Corporation directed the Company to, among other things, reduce the principal amount of the Second A&R Convertible Note No. 1 by $30,867,124. As a result, the principal amount of Second A&R Convertible Note No. 1 is $93,192,007.32 as of the date hereof, excluding accrued but unpaid interest. Additionally, on the Closing Date, Mr. Sinha resigned from the board of directors of the Issuer. | ||
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. 11, as of August 7, 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 74,579,665 Common Shares issuable upon the conversion of the Glencore Notes directly owned by Glencore Canada Corporation, including accrued but unpaid interest through August 7, 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 62.6% of the outstanding Common Shares and is calculated based on 44,541,690 Common Shares of the Issuer outstanding as of as of March 18, 2025 (such outstanding shares based on information provided in the Issuer's Form 10-K for the year ended December 31, 2024), plus the 74,579,665 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 August 7, 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. 11 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. 11 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. 11 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 99.17 Collateral Release and Note Direction Agreement (attached hereto). |
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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