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                             June 22, 2021

       Ajay Kochhar
       Chief Executive Officer and Director
       Li-Cycle Holdings Corp.
       2229 San Felipe Street, Suite 1450
       Houston, TX 77019

                                                        Re: Li-Cycle Holdings
Corp.
                                                            Amendment No. 2 to
Registration Statement on Form F-4
                                                            Filed June 7, 2021
                                                            File No. 333-254843

       Dear Mr. Kochhar:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our May
28, 2021 letter.

       Form F-4/A2 Filed June 7, 2021

       Unaudited Pro Forma Condensed Combined Financial Information, page 71

   1.                                                   We note that you
present two pro forma redemption scenarios, depicting a range of
                                                        possibilities between
no redemption and redemption of 24,273,319 Class A Shares in
                                                        exchange for $242.7
million, which you describe as the maximum redemption scenario.
                                                        Tell us the extent to
which you have received indications from shareholders regarding
                                                        their intentions to
redeem or retain their shares that would make any scenario within this
                                                        range more likely to
occur. If you have formulated an expectation based on such
                                                        indications or other
information, describe that process and your consideration to providing
                                                        an additional
corresponding pro forma scenario.
 Ajay Kochhar
FirstName  LastNameAjay
Li-Cycle Holdings Corp. Kochhar
Comapany
June       NameLi-Cycle Holdings Corp.
     22, 2021
June 22,
Page 2 2021 Page 2
FirstName LastName
         If applicable, also expand your disclosures of Comparative Share
Information on page 80
         to include the effects on share data from such additional pro forma
scenario.
The Business Combination
Certain Projected Financial Information, page 104

2.       We note that you added disclosure in the last sentence of the second
paragraph in response
         to prior comment three, to explain that you will provide an update to
the projections if you
         determine that the previously disclosed projections no longer have a
reasonable basis,
         although you have retained disclosure in the third paragraph on page
105 disclaiming any
         responsibility to update or revise the projections       even in the
event that any or all of the
         assumptions underlying the financial projection are shown to be in
error or change.
         Please remove or substantially revise this paragraph and other
disclaimer disclosures
         under this heading to acknowledge your responsibility and to clarify
the circumstances
         under which updates will be provided to resolve this inconsistency.
3.       We note that you added disclosure in the last sentence to the fourth
paragraph in response
         to prior comment three, to explain that projected amounts were
probable,    based on the
         assumptions    made, though without indicating whether you regard the
assumptions as
         probable and consistent with your business plans. In the second
paragraph you continue
         to state you do not consider the projections to be    necessarily
predictive, investors should
         not view the projections as indicative of future results, and
investors should not rely on the
         financial projections in making a decision regarding the transaction.

         We see that you modified disclosure in the third paragraph, which was
added in response
         to an earlier comment, to now indicate that assumptions underlying the
projections were
         considered by Li-Cycle to have been reasonable and supportable    at
the time made   ; and
         in the fourth paragraph, you state that    Various assumptions
underlying the projections
         may prove not to have been, or may no longer be, accurate.

         Please reconcile unclear statements about whether the projections,
including the
         assumptions upon which the projections are based, currently have a
reasonable basis. It
         should be clear whether your management and board, based on their
review and having
         considered and evaluated the various uncertainties referenced in your
disclosures, regard
         the projections to be nevertheless reasonable and consistent with
expectations.
4.       We note your disclosure explaining that the projections are not
dependent on the
         consummation of the Business Combination, except for assuming that
Li-Cycle will
         receive the proceeds in the trust account and PIPE Financing in
connection with the
         Business Combination. Please clearly explain how the projections are
not dependent on
         completing the transaction, disclose the combined amount of funds and
level of
         redemptions associated with your assumption, explain your rationale
and describe the
         implications for other reasonably possible levels of redemptions, e.g.
as these may pertain
         to the number of spokes and hubs that are projected to be established
over the next five
         years. Please disclose how the cost of capital is expected to impact
the projected cash
 Ajay Kochhar
FirstName  LastNameAjay
Li-Cycle Holdings Corp. Kochhar
Comapany
June       NameLi-Cycle Holdings Corp.
     22, 2021
June 22,
Page 3 2021 Page 3
FirstName LastName
         flows for each period and how other reasonably possible levels of
redemptions would lead
         to different results.
5.       Please expand your list of inputs on pages 105-107 to include a
tabulation quantifying all
         material assumptions for each period, and to describe the basis or
rationale for each item.
         Your discussion should bridge from the historical results and provide
context to
         understand how the assumptions were formulated and correlate with your
experience,
         resources and business plans.

         For example, considering that revenues were $0.8 million in 2020,
while operating two
         spokes during this first year that Li-Cycle was not in the development
stage, explain how
         the $11.5 million revenue projection for 2021 is consistent with also
having just two
         spokes operating in 2021, and $1.0 million in revenues for the first
quarter. Please
         disclose the number of    spokes    and    hubs    underlying the
projections for each year,
         differentiating between the 100% owned spokes in North America/Europe
and the 50%
         owned spokes in Asia, culminating in twenty spokes and four hubs by
2025 with a
         projected $957.8 million in revenue for that year. Please describe the
ramp-up timeframes
         along with your assumptions about utilization of capacity during and
following the ramp-
         up periods. Please explain how the assumptions in each instance are
supported and how
         uncertainties were assessed in determining they were reasonable.

         The incremental disclosures should similarly address the volume and
composition of
         material to be processed, the resulting product mix
differentiating between products to
         be sold from the spokes and products to be sold after further
processing at the hubs,
         recovery percentages, metal accountability rates based on the purity
of the products, and
         the extent to which spokes will contribute all of the black mass that
is projected to be
         processed at the hubs. Please also explain how the cost assumptions
for the various items
         identified correlate or diverge from the corresponding costs reported
in the historical
         financial statements.
6.       We have read your response to prior comment 4 referencing the various
disclosures that
         you have provided about the assumptions. However, we intended that you
provide
         information about the extent to which your management, sponsor, board
or
         representatives, prescribed or relayed specific instructions,
guidelines, parameters, inputs
         and assumptions to management of Li-Cycle in conjunction with your
request to have the
         projections prepared. We reissue prior comment 4.
Information About Li-Cycle
General, page 185

7.       We note your disclosure on page 186, referring to your end products
lithium carbonate,
         nickel sulphate and cobalt sulphate, stating    Li-Cycle   s
production costs are on average
         lower than the mining and processing costs otherwise incurred by
suppliers to produce
         these materials.    Please expand your disclosure to clarify how you
have compared Li-
         Cycle   s limited historical results in processing materials at the
spokes (without a hub for
 Ajay Kochhar
Li-Cycle Holdings Corp.
June 22, 2021
Page 4
      processing your    black mass    into these products), to the costs
incurred by mining
      companies/other potential competitors in formulating this assertion.
Please also explain
      how you have determined that products that will be produced at the hubs
will have the
      requisite levels of purity to participate in the market for these
products, and at costs that
      are lower than mining and processing costs normally incurred in producing
these minerals.

Li-Cycle Management's Discussion and Analysis of Financial Condition and
Results of
Operations
Key Factors Affecting Li-Cycle's Performance, page 198

8.    We note your disclosure on page 199, stating that    Li-Cycle has
approximately 30%
      North American market share.    Tell us how you have defined and measured
the market
      and how you have calculated the Li-Cycle share; identify and describe the
sources of
      information that you have compiled and evaluated in formulating your
statistic.
        You may contact Lily Dang, Staff Accountant, at (202) 551-3867 or Mark
Wojciechowski, Staff Accountant, at (202) 551-3759 if you have questions
regarding comments
on the financial statements and related matters. Please contact Anuja A.
Majmudar, Attorney-
Advisor, at (202) 551-3844 or, in her absence, Kevin Dougherty,
Attorney-Advisor, at (202)
551-3271 with any other questions.



                                                            Sincerely,
FirstName LastNameAjay Kochhar
                                                            Division of
Corporation Finance
Comapany NameLi-Cycle Holdings Corp.
                                                            Office of Energy &
Transportation
June 22, 2021 Page 4
cc:       Michael Rigdon
FirstName LastName