Exhibit 99.3

Condensed consolidated interim financial statements of

Li-Cycle Corp.

Three and nine months ended July 31, 2021 and 2020

(unaudited)

Condensed consolidated interim statements of financial position	2
Condensed consolidated interim statements of loss and comprehensive loss	3
Condensed consolidated interim statements of changes in equity	4
Condensed consolidated interim statements of cash flows	5
Notes to the condensed consolidated interim financial statements	6–18

Li-Cycle Corp.

Condensed consolidated interim statements of financial position

As at July 31, 2021 and October 31, 2020

(Unaudited - expressed in U.S. dollars)

	Notes		July 31, 2021 $			October 31, 2020 $
Assets
Current assets
Cash				2,350,722			663,557
Accounts receivable		3		3,255,981			890,229
Prepayments and deposits		4		7,911,436			963,951
Inventory		5		1,502,921			179,994
				15,021,060			2,697,731
Non-current assets
Plant and equipment		6		18,113,712			5,602,580
Right of use assets		7		16,277,652			3,859,088
				34,391,364			9,461,668
				49,412,424			12,159,399
Liabilities
Current liabilities
Accounts payable and accrued liabilities				15,778,982			4,364,372
Restricted share units		9		3,259,010			171,849
Lease liabilities		11		1,190,086			591,355
Loans payable		8		1,688,853			1,468,668
				21,916,931			6,596,244
Non-current liabilities
Lease liabilities		11		15,044,408			3,021,815
Loans payable		8		9,776,681			779,210
Restoration provisions				332,420			321,400
				25,153,509			4,122,425
				47,070,440			10,718,669
Shareholders’ equity
Share capital		9		37,805,879			15,441,600
Contributed surplus		9		952,441			824,683
Accumulated deficit				(36,119,724	)		(14,528,941	)
Accumulated other comprehensive loss				(296,612	)		(296,612	)
				2,341,984			1,440,730
				49,412,424			12,159,399

The accompanying notes are an integral part of the condensed consolidated interim statements.

Page 2

Li-Cycle Corp.

Condensed consolidated interim statements of loss and comprehensive loss

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

			Three months ended July 31,						Nine months ended July 31,
	Notes		2021 $			2020 $			2021 $			2020 $
Revenue
Product sales				1,593,563			107,040			2,682,531			185,156
Recycling services				115,560			74,692			301,216			137,877
				1,709,123			181,732			2,983,747			323,033
Expenses
Employee salaries and benefits, net				2,481,939			547,080			5,358,953			1,415,661
Raw materials, supplies and finished goods				2,261,304			142,161			4,876,561			344,704
Professional fees				1,176,310			897,224			4,095,596			1,560,108
Research and development, net				576,551			(282,541	)		1,928,582			(19,357	)
Share-based compensation		9		298,489			57,383			1,307,874			220,440
Office and administrative				369,113			64,786			987,820			134,337
Depreciation, net		6,7		272,724			327,806			788,830			717,278
Freight and shipping				155,456			(5,450	)		587,953			57,303
Marketing				160,479			65,570			465,269			188,500
Plant facilities				74,818			59,774			232,358			223,767
Travel and entertainment				102,768			30,754			188,712			125,535
				7,929,951			1,904,547			20,818,508			4,968,276
Loss from operations				(6,220,828	)		(1,722,815	)		(17,834,761	)		(4,645,243	)
Other (income) expense
Foreign exchange (gain) loss				(214,496	)		(73,931	)		536,216			(109,297	)
Interest expense				382,639			164,819			788,335			340,695
Interest income				(503	)		(2,722	)		(1,725	)		(34,178	)
Fair value loss on restricted share units				508,850			—			2,433,196			—
				676,490			88,166			3,756,022			197,220
Net loss				(6,897,318	)		(1,810,981	)		(21,590,783	)		(4,842,463	)
Other comprehensive income (loss)
Foreign currency translation				—			249,607			—			(276,873	)
Comprehensive loss				(6,897,318	)		(1,561,374	))		(21,590,783	)		(5,119,336	)
Loss per common share - basic and diluted		13		(2.88	)		(0.86	)		(9.10	)		(2.35	)

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

Page 3

Li-Cycle Corp.

Condensed consolidated interim statements of changes in equity

For the six months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

	Notes		Number of common shares		Share capital $		Contributed surplus $			Accumulated deficit $			Accumulated other comprehensive income (loss) $			Total $
Balance, October 31, 2020				2,088,733		15,441,600		824,683			(14,528,941	)		(296,612	)		1,440,730
Stock option expense		9		—		—		702,932			—			—			702,932
Exercise of stock options		9		25,664		289,224		(120,119	)		—			—			169,105
Shares issued for cash		9		281,138		21,620,000		—			—			—			21,620,000
Shares issued for non-cash costs		9		12,000		455,055		(455,055	)		—			—			—
Comprehensive loss				—		—		—			(21,590,783	)		—			(21,590,783	)
Balance, July 31, 2021				2,407,535		37,805,879		952,441			(36,119,724	)		(296,612	)		2,341,984
	Notes		Number of common shares		Share capital $		Contributed surplus $			Accumulated deficit $			Accumulated other comprehensive income (loss) $			Total $
Balance, October 31, 2019				1,916,003		8,467,810		123,781			(5,252,979	)		(77,886	)		3,260,726
Stock option expense		9		—		—		132,568			—			—			132,568
Shares issued for cash		9		159,294		6,481,381		—			—			—			6,613,949
Shares issuable for non-cash costs		9		—		—		455,055			—			—			455,055
Conversion of convertible debt		9		13,436		492,409		—			—			—			492,409
Comprehensive loss				—		—		—			(4,842,463	)		(276,873	)		(5,119,336	)
Balance, July 31, 2020				2,088,733		15,441,600		711,404			(10,095,442	)		(354,759	)		5,702,803

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

Page 4

Li-Cycle Corp.

Condensed consolidated interim statements of cash flows

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

			Three months ended July 31,						Nine months ended July 31,
			2021			2020			2021			2020
	Notes		$			$			$			$
Operating activities
Net loss for the period				(6,897,318	)		(1,810,981	)		(21,590,783	)		(4,842,463	)
Items not affecting cash
Share-based compensation		9		298,489			57,383			1,307,874			220,440
Depreciation		6, 7		697,604			327,806			1,830,603			717,278
Amortization of government grants				(26,887	)		(1,086,133	)		(92,926	)		(2,176,041	)
Loss on disposal of assets				—			—			13,399			—
FX (gain) loss on translation				(152,562	)		153,808			509,195			(451,238	)
Fair value loss on restricted share units				508,850			—			2,433,196			—
Share-based professional fees		9		—			455,055			—			455,055
Interest and accretion on convertible debt				—			—			—			9,931
				(5,571,824	)		(1,903,062	)		(15,589,442	)		(6,067,038	)
Changes in non-cash working capital items
Accounts receivable				(1,504,376	)		218,432			(2,365,752	)		327,776
Prepayments and deposits				(2,668,131	)		(631,538	)		(7,118,905	)		(1,938,325	)
Inventory				(719,231	)		(711	)		(1,322,927	)		(191,310	)
Accounts payable and accrued liabilities				5,218,663			155,725			9,830,211			214,656
				(5,244,899	)		(2,161,153	)		(16,566,815	)		(7,654,241	)
Investing activity
Purchases of plant and equipment		6		(5,298,447	)		(836,378	)		(12,066,848	)		(1,748,271	)
Proceeds from disposal of plant and equipment				—			—			16,866			—
				(5,298,447	)		(836,378	)		(12,049,982	)		(1,748,271	)
Financing activities
Proceeds from share issuance, net of share issue costs		9		—			—			21,620,000			6,481,381
Proceeds from exercise of stock options		9		169,105			—			169,105			—
Proceeds from loans payable		8		7,000,000			5,663			10,091,220			2,149,335
Proceeds from government grants				26,887			429,537			92,926			1,131,730
Repayment of lease liabilities				(204,231	)		(137,173	)		(530,953	)		(250,371	)
Repayment of loans payable				(423,595	)		(3,871	)		(1,138,336	)		(10,051	)
				6,568,166			294,156			30,303,962			9,502,024
Net change in cash				(3,975,180	)		(2,703,375	)		1,687,165			99,512
Cash, beginning of period				6,325,902			6,586,336			663,557			3,783,449
Cash, end of period				2,350,722			3,882,961			2,350,722			3,882,961
Non-cash investing activities
Accrual for purchase of plant and equipment				251,802			—			1,584,399			—
Non-cash financing activities
Equity issued for non-cash costs				—			—			—			947,464

The accompanying notes are an integral part of the condensed consolidated interim financial statements.

Page 5

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

1. Nature of operations and going concern

(i) Li-Cycle Corp. (“Li-Cycle” or the “Company”) was incorporated under the Business Corporations Act (Ontario) on November 18, 2016. The Company’s registered address is 2351 Royal Windsor Drive, Unit 10, Mississauga, ON L5J 4S7 Canada.

Li-Cycle’s core business model is to build, own and operate recycling plants tailored to regional needs. Li-Cycle’s Spoke and Hub Technologies™ provide an environment friendly and scalable solution that address the growing global lithium-ion battery recycling challenge and provide an economically viable resource recovery solution, supporting the global transition toward electrification.

On March 28, 2019, the Company incorporated a 100% owned subsidiary in Delaware, U.S., by the name of Li-Cycle Inc., under the General Corporation Law of the State of Delaware.

On September 2, 2020, the Company incorporated a 100% owned subsidiary in Delaware, U.S., by the name of Li-Cycle North America Hub, Inc., under the General Corporation Law of the State of Delaware.

On February 12, 2021, the Company incorporated a 100% owned subsidiary in Ontario, Canada, by the name of Li-Cycle Holdings Corp., under the Business Corporations Act (Ontario).

On February 16, 2021, the Company entered into a definitive business combination agreement with Peridot Acquisition Corp. (NYSE: PDAC) and Li-Cycle Holdings Corp. Upon closing, the combined company will be renamed Li-Cycle Holdings Corp.

On August 10, 2021, in accordance with the plan of arrangement to reorganize Li-Cycle Corp., the Company finalized the business combination with Peridot Acquisition Corp. (NYSE: PDAC). Upon closing, the combined company was renamed Li-Cycle Holdings Corp.

(ii) Going concern

These condensed consolidated interim statements have been prepared by management on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. For the three and nine months ended July 31, 2021, the Company had not achieved a level of revenue from its operations to be profitable and incurred a loss of $6.7 million and $21.4 million, respectively (losses of $1.8 million and $4.8 million in the three and nine months ended July 31, 2020). Cash used in operations for the three and nine months ended July 31, 2021 was $5.2 million and $16.6 million, respectively (used in operations was $2.1 million and $7.6 million in the three and nine months ended July 31, 2020).

In order to continue its long-term operations, the Company must achieve profitable operations and continue to obtain additional equity or debt financing. Until the Company achieves profitability, management plans to fund its operations and capital expenditures through borrowings and issuance of capital stock. Until the Company generates revenue at a level to support its cost structure, the Company expects to continue to incur substantial operating losses and net cash outflows.

There can be no assurance that the Company will be successful in raising additional capital or that such capital, if available, will be on terms that are acceptable to the Company. If the Company is unable to raise sufficient additional capital on acceptable terms, it may be compelled to reduce the scope of its operations and planned capital expenditures or sell certain assets, including intellectual property assets. These conditions call into question the Company’s ability to continue as a going concern.

Page 6

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

Subsequent to the quarter end, the Company finalized the business combination with Peridot Acquisition Corp. (NYSE: PDAC) in August 2021. The new combined company Li-Cycle Holdings Corp received $582 million of gross transaction proceeds, before deduction of $55 million of transaction costs. These funds are sufficient to fund the current operations and capital expenditures related to the Company’s expansion plans for the next 12 months. As a result, after considering all relevant information, including its actions completed to date and its future plans, management has concluded that there are no material uncertainties related to events or conditions that may cast significant doubt upon the Company’s ability to continue as a going concern for a period of 12 months from the date these condensed consolidated interim financial statements are available to be issued.

The estimates used by management in reaching this conclusion are based on information available as of the date these condensed consolidated interim financial statements were authorized for issuance and include internally generated cash flow forecasts. Accordingly, actual results could differ from these estimates and resulting variances may be material to management’s assessment.

2. Significant accounting policies

(a) Statement of compliance

These condensed consolidated interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) under International Accounting Standard (IAS) 34 – Interim Financial Reporting. Except as described below, these financial statements were prepared using the same basis of presentation, accounting policies and methods of computation as outline in Note 2, Significant accounting policies in the Company’s consolidated financial statements for the year ended October 31, 2020. These financial statements do not include all the notes required in annual financial statements.

These condensed consolidated interim consolidated interim financial statements were approved and authorized for issue by the Board of Directors on September 8, 2021.

(b) Basis of consolidation

These condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. The Company’s three subsidiaries are entities controlled by the Company. Control exists when the Company has power over an investee, when the Company is exposed, or has rights, to variable returns from the investee and when the Company has the ability to affect those returns through its power over the investee. The subsidiaries are included in the condensed consolidated interim financial results of the Company from the effective date of incorporation up to the effective date of disposition or loss of control. The Company’s principal subsidiaries and their geographic location as at July 31, 2021 was as follows:

Company	Location	Ownership interest
Li-Cycle Inc.	Delaware, U.S.		100	%
Li-Cycle North America Hub, Inc.	Delaware, U.S.		100	%
Li-Cycle Holdings Corp.	Ontario, Canada		100	%

Intercompany transactions, balances and unrealized gains/losses on transactions between the Company and its subsidiary are eliminated.

(c) Basis of preparation

Change in Functional Currency: Prior to November 1, 2020, the Company had determined its functional currency was the Canadian dollar on the basis that its operating expenditures, capital expenditures and financing were primarily denominated in Canadian dollars. With increasing volume of operations, new contracts with US based suppliers, commencement of

Page 7

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

operations at its US Spoke and increasing capital expenditures in its US facilities, the Company’s operating expenditures are becoming predominantly denominated in US dollars. Additionally, due to the increase in US dollar expenses and its expansion plans in the US, the Company has obtained, and plans to continue to seek, financing in US dollars. As a result of the increasing activities in US dollars, the Company has changed its functional currency to the U.S. dollar effective November 1, 2020.

Accordingly, beginning with the three month period ended January 31, 2021, the Company transitioned its functional and presentation currency to U.S. dollars. Transactions in currencies other than the U.S. dollar are recorded at the exchange rates on the dates of transactions. At the end of each reporting period, monetary assets and liabilities that are denominated in foreign currencies are translated at the closing rate on that date.

Comparative financial information for the 2020 fiscal periods was translated from Canadian dollars into U.S. dollars in accordance with IAS 21 The Effects of Changes in Foreign Exchange Rates:

(i) Assets and liabilities were translated at the closing rate at end of each reporting period;

(ii) Items recognized in the statement of loss and comprehensive loss were translated at the exchange rate at the time of transaction;

(iii) Equity items have been translated using the historical rate at the time of transaction;

(iv) All resulting exchange differences were recognized in other comprehensive loss.

Page 8

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

3. Accounts receivable

	July 31, 2021 $		October 31, 2020 $
Trade receivables		2,877,970		571,300
Harmonized Sales Taxes receivable		378,011		274,998
Other receivables		—		43,931
		3,255,981		890,229

For product sales, the Company estimates the amount of consideration to which it expects to be entitled under provisional pricing arrangements. The amount of consideration for black mass and mixed copper/aluminum sales is based on the mathematical product of: (i) market prices of the constituent metals at the date of settlement, (ii) product weight, and (iii) assay results (ratio of the constituent metals initially estimated by management and subsequently trued up to customer confirmation). Certain adjustments like handling and refining charges are also made per contractual terms with customers. Depending on the contractual terms with customers, the payment of receivables may take up to 12 months from date of shipment. Product sales and the related trade accounts receivables are measured at fair value at initial recognition and are re-estimated at each reporting period end using the market prices of the constituent metals at the respective measurement dates. Changes in fair value are recognized as an adjustment to profit and loss and the related accounts receivable. For the three and nine months ended July 31, 2021, the fair value gain arising from changes in estimates was $361,141 and $529,109, respectively (three and nine months ended July 31, 2020: Nil).

An insignificant portion of the receivables relate to services revenue which are initially measured at fair value and subsequently at amortized cost. For the period ended July 31, 2021 and 2020, the Company has assessed an allowance for credit loss of $nil for service-related receivables based on its past experience, the credit ratings of its existing customers and economic trends.

4. Prepayments and deposits

	July 31, 2021 $		October 31, 2020 $
Prepaid lease deposits		675,773		33,501
Prepaid transaction costs		6,176,806		—
Other prepaids		1,058,857		930,450
		7,911,436		963,951

Prepaid transactions costs principally relate to the business combination with Peridot Acquisition Corp. (NYSE: PDAC) discussed in Note 1.

Other prepaids consist principally of prepaid insurance, environmental financial assurance, subscriptions, and parts and consumables.

5. Inventory

	July 31, 2021 $		October 31, 2020 $
Raw material		342,591		140,419
Finished goods		1,160,330		39,575
		1,502,921		179,994

Page 9

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

The cost of inventories recognized as an expense during the three and nine month ended July 31, 2021 was $2,156,737and $4,647,469, respectively (three and nine months ended July 31, 2020: $142,161 and $344,704).

The cost of inventories recognized as an expense during the three months ended July 31, 2021 includes a write down of $571,947 for finished goods and write down of $148,522 for raw materials (three months ended July 31, 2020: $nil for finished goods and $nil for raw materials) in respect of adjustments of inventory to net realizable value. Net realizable value of inventory is calculated as the estimated consideration under provisional pricing arrangements (as described in Note 3) less the estimated cost of completion and the estimated costs necessary to make the sale.

6. Plant and equipment

	Plant equipment $			Storage containers $			Vehicles $			Leasehold improvements $			Total $
Cost
At October 31, 2020		4,434,874			67,619			157,604			1,577,201			6,237,298
Additions		11,757,027			—			62,017			1,832,204			13,651,248
Disposals		—			—			(40,323	)		—			(40,323	)
At July 31, 2021		16,191,901			67,619			179,298			3,409,405			19,848,223
Accumulated depreciation
At October 31, 2020		(474,658	)		(7,410	)		(24,827	)		(127,823	)		(634,718	)
Depreciation expensed		(290,685	)		(1,927	)		(9,421	)		(118,140	)		(420,173	)
Depreciation capitalized into Inventory		(477,727	)		(3,127	)		(15,880	)		(192,944	)		(689,678	)
Disposals		—			—			10,058			—			10,058
At July 31, 2021		(1,243,070	)		(12,464	)		(40,070	)		(438,907	)		(1,734,511	)
Carrying amounts
At October 31, 2020		3,960,216			60,209			132,777			1,449,378			5,602,580
At July 31, 2021		14,948,831			55,155			139,228			2,970,498			18,113,712

At July 31, 2021, $10,254,820 of the plant equipment was under construction (October 31, 2020: $1,919,465).

The depreciation expense displayed on the statement of loss and comprehensive loss is the net depreciation expensed, excluding the depreciation capitalized into inventory in the table above.

Page 10

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

7. Right-of-use assets

	Premises			Equipment			Total
Cost	$			$			$
At October 31, 2020		4,354,001			113,809			4,467,810
Additions & modifications		13,119,356			19,960			13,139,316
At July 31, 2021		17,473,357			133,769			17,607,126
Accumulated depreciation
At October 31, 2020		(592,153	)		(16,569	)		(608,722	)
Depreciation expensed		(357,195	)		(11,462	)		(368,657	)
Depreciation capitalized into Inventory		(340,969	)		(11,126	)		(352,095	)
At July 31, 2021		(1,290,317	)		(39,157	)		(1,329,474	)
Carrying amounts
At October 31, 2020		3,761,848			97,240			3,859,088
At July 31, 2021		16,183,040			94,612			16,277,652

The average lease term is 5 years.

The depreciation expense displayed on the statement of loss and comprehensive loss is the net depreciation expensed, excluding the depreciation capitalized into inventory in the table above.

8. Loans Payable

	BDC Loan			Other Loans			Total
	$			$			$
Balance at October 31, 2020		2,174,540			73,338			2,247,878
Proceeds from loans payable		3,091,220			7,000,000			10,091,220
Repayment of loans payable		(1,102,833	)		(35,503	)		(1,138,336	)
Foreign exchange gain or loss		261,598			3,174			264,772
Balance at July 31, 2021		4,424,525			7,041,009			11,465,534

(i) BDC Capital Loan

On December 16, 2019, the Company entered into a binding agreement with BDC Capital Inc. for a secured loan of Canadian dollars (C$7 million) to help finance the expansion plans of the Company (the “BDC Capital Loan”), which is to be distributed in up to three tranches, with the second and third tranches to be distributed based on the achievement of certain milestones by the Company. Pursuant to the BDC Capital Loan, each of the Company and Li-Cycle Inc. have entered into general security agreements with BDC Capital Inc. granting the lender a general security interest over all assets of the Company and Li-Cycle Inc., respectively. In addition, Li-Cycle Inc. has guaranteed the Company’s obligations under BDC Capital Loan under a guarantee agreement. The maturity date of the BDC Capital Loan is December 14, 2023. The base rate of interest is 16% per annum, paid monthly, plus additional accrued interest of 3% that can be reduced to 0% based on the achievement of certain milestones by the Company. Principal payments began on the first anniversary date of the loan and are being made at

Page 11

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

C$175,000 per month with a balloon payment of C$700,000 at maturity. As of July 31, 2021, a total of C$1.4 million has been repaid.

On February 10, 2020, the Company received the first tranche of the BDC Capital Loan for C$3 million. Transaction costs associated with the loan amounted to C$121,861 and were deducted from the loan balance.

On November 2, 2020, the Company received the second tranche of the BDC Capital Loan for C$2,000,000 upon the completion of the milestone for such additional funding.

On April 7, 2021, the Company received the third tranche of the BDC Capital Loan for C$2,000,000 upon the completion of the milestone for such additional funding.

On July 20, 2021, Li-Cycle signed an agreement with BDC Capital Inc to repay the BDC Capital Loan in full, conditional upon the closing of Li-Cycle’s business combination with Peridot Acquisition Corp on August 10, 2021.

(Ii) Promissory Notes

On June 16, 2021, Li-Cycle issued promissory notes (the “Promissory Notes”) for an aggregate principal amount of $7,000,000 as consideration for loans received from companies related to the Chief Executive Officer and the Executive Chair of Li-Cycle, respectively. The Promissory Notes bear interest at the rate of 10% per annum and mature on December 15, 2023. The Promissory Notes are unsecured and subordinate to indebtedness owing to Li-Cycle’s senior lender, BDC Capital Inc. Li-Cycle has the option of prepaying all or any portion of the principal and accrued interest of the Promissory Notes prior to the maturity date without penalty, subject to certain conditions.

9. Share capital

Authorized share capital

The Company is authorized to issue an unlimited number of voting common shares, Class A non-voting common shares, preference shares and Class A preferred shares, in each case without par value. All issued shares are fully paid.

Between December 20 and December 27, 2019, the Company completed a non-brokered private placement and issued 159,294 common shares for proceeds of $6,481,381 at $40.05 per share.

On December 27, 2019, a convertible debenture was converted to 13,436 common shares representing proceeds of $492,409.

On November 13, 2020, the Company completed a private placement with two entities to purchase 281,138 Class A preferred shares at a price of $81.81 per share, for total proceeds of $23,000,000 and incurred transaction fees of $1,380,000.

On January 25, 2021, the Company issued 12,000 shares as full and final satisfaction of all obligations under a consulting agreement for services the Company received up to May 2020.

Between June 11 and June 24, 2021, four employees exercised stock options for a total of 25,664 common shares at an aggregate exercise price of $169,105.

Long-term incentive plans

Stock options

The Company has a stock option plan (the “Plan”) approved by the Company’s shareholders that allows it to grant stock options, subject to regulatory terms and approval, to its officers, directors, employees and service providers. This Plan was effective from September 2017 through October 31, 2019.

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Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

Each stock option converts into one common share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. Options are exercisable at a price equal to the average market price of the Company’s common shares on the date of grant. The vesting period is one-third on the first-year anniversary of the grant, and one-third every consecutive year thereafter. If the options remain unexercised after a period of 5 years from the date of grant, the options expire. Options are forfeited if the recipient terminates their contract with the Company before the options vest.

On November 1, 2019, the Company adopted a new Long Term Incentive Plan (the “LTIP”) approved by the Company’s shareholders that allows it to grant stock options, restricted share units, deferred share units, stock appreciation rights, and other forms of equity compensation, subject to regulatory terms and approval, to its officers, directors, employees and service providers.

For stock options issued under the LTIP, each stock option converts into one common share of the Company on exercise. No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor voting rights. Options may be exercised at any time from the date of vesting to the date of their expiry. Options are exercisable at a price equal to the fair market value of the Company’s common shares on the date of grant. The vesting period is one-third on the first-year anniversary of the grant, and one-third every consecutive year thereafter. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are forfeited if the recipient terminates their contract with the Company before the options vest.

A summary of activity under the Plan and the LTIP is as follows:

	Number of stock options			Weighted average exercise price per stock option
Balance – October 31, 2020		133,500			15.35
Granted		31,750			85.29
Exercised		(25,664	)		6.59
Forfeited		(4,500	)		42.43
Balance – July 31, 2021		135,086			33.74

As at July 31, 2021, 70,109 of the stock options (October 31, 2020: 62,773) were exercisable.

A summary of outstanding stock options is as follows:

	Number of stock options		Exercise price
			$
Expiration dates
September 11, 2022		10,000		0.65
April 10, 2023		20,000		0.65
April 10, 2023		6,656		14.45
April 1, 2024		8,500		14.45
July 17, 2024		31,680		14.45
December 16, 2029		2,500		42.75
April 21, 2030		12,000		42.75
July 19, 2030		12,000		42.75
November 30, 2030		16,000		85.94
February 11, 2031		15,750		85.94
		135,086

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Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

The Company recognized total expenses of $298,489 and $702,932 related to equity-settled share-based compensation during the three and nine months ended July 31, 2021 (three and nine months ended July 31, 2020: $57,383 and $132,015).

The fair value of the stock options granted during the nine months ended July 31,2021 was determined to be $1,899,350 (nine months ended July 31, 2020: $996,823) using the Black-Scholes Merton option pricing model. The assumptions used in the stock option pricing model were as follows:

Risk free interest rate	0.46	%
Expected life of options	10 years
Expected dividend yield	0.0	%
Expected stock price volatility	65	%
Expected forfeiture rate	0.0	%

Expected volatility was determined by calculating the average historical volatility of a group of listed entities that are considered similar in nature to the Company.

During the three and nine months ended July 31, 2021, four employees exercised 25,664 stock options to acquire a total of 25,664 common shares at an aggregate exercise price aggregate exercise of $169,105. During the three and nine months ended July 31, 2020, no stock options were exercised.

Restricted share units

Under the terms of the LTIP, restricted share units have been issued to executives and directors. The RSUs vest immediately and are exercisable upon issuance. The RSUs represent the right to receive a distribution from the Company in an amount equal to the fair market value of an ordinary share of the Company at the time of distribution. The RSUs can be settled in shares, cash, or any combination of shares and cash, at the option of the holder. The Company granted 7,319 RSUs to certain key executives and recognized share-based compensation expense of $nil and $604,942 in the three and nine months ended July 31, 2021, respectively (three and nine months ended July 31, 2020: nil grants and grant of 2,182 units at an expense of $88,425, respectively). The Company has recorded a liability of $3,259,010 as at July 31, 2021 (October 31, 2020: $171,849) that represents the fair value of the RSUs outstanding and has recorded fair value loss of $508,850 and $2,433,196 for the three and nine months ended July 31, 2021, respectively (three and nine months ended July 31, 2020: $nil).

10. Financial instruments and financial risk factors

Fair values

The Company’s financial instruments consist of cash, accounts receivables, accounts payable and accrued liabilities, loans payable. The fair values of the cash, trade receivables, accounts payable and accrued liabilities approximate their carrying amounts because of their current nature.

Fair value hierarchy levels 1 to 3 are based on the degree to which the fair value is observable:

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and

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Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

There were no transfers between the levels during the current or prior year.

The Company’s financial assets measured at fair value on a recurring basis were calculated as follows:

	Balance $		Quoted prices in active markets for identical assets (Level 1) $		Significant other observable inputs (Level 2) $		Significant unobservable inputs (Level 3) $
As at July 31, 2021
Accounts receivable		3,255,981		—		3,255,981		—
		3,255,981		—		3,255,981		—
As at October 31, 2020
Accounts receivable		890,229		—		890,229		—
		890,229		—		890,229		—

See note 3 above for additional details related to measurement of accounts receivable. The Company’s financial liabilities measured at fair value on a recurring basis were calculated as follows:

	Balance $		Quoted prices in active markets for identical assets (Level 1) $		Significant other observable inputs (Level 2) $		Significant unobservable inputs (Level 3) $
As at July 31, 2021
Restricted share units		3,259,010		—		3,259,010		—
		3,259,010		—		3,259,010		—
As at October 31, 2020
Restricted share units		171,849		—		171,849		—
		171,849		—		171,849		—

Currency risk

It is management’s opinion that the Company is not exposed to significant currency risk as its cash is denominated in both Canadian and U.S. dollars and funds its operations accordingly.

Interest rate risk

Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company is not exposed to significant interest rate risk, as it has no variable interest rate debt.

Credit, liquidity, and market risks

Credit risks associated with cash are minimal as the Company deposits majority of its cash with a large Canadian financial institution. The Company’s credit risks associated with receivables are managed and exposure to potential loss is assessed as minimal. Ultimate responsibility for

Page 15

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

liquidity risk management rests with the board of directors, which has established an appropriate liquidity risk management framework for the management of the Company’s short-term, medium and long-term funding and liquidity requirements. Market risks associated with short-term investments are assessed as minimal as they are considered short -term in nature.

Capital risk management

The Company manages its capital to ensure that entities in the Company will be able to continue a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance.

The capital structure of the Company consists of net debt (borrowings after deducting cash and bank balances) and equity of the Company (comprising issued share capital, contributed surplus and accumulated deficit as disclosed in Note 9).

The Company is not subject to any externally imposed capital requirements. The Company’s Board of Directors reviews the capital structure on a semi-annual basis. As part of this review, the Board considers the cost of capital and the risks associated with each class of capital.

11. Lease liabilities

The Company has the following lease liabilities as of July 31, 2021.

Maturity analysis Undiscounted	Year 1 $		Year 2 $		Year 3 $		Year 4 $		Year 5 $		Thereafter $		Total $
Premises		2,113,752		2,827,686		2,712,935		2,393,353		2,271,673		10,176,525		22,495,924
Equipment		41,386		26,574		25,058		25,058		6,818		—		124,894
Total		2,155,138		2,854,260		2,737,993		2,418,411		2,278,491		10,176,525		22,620,818

Lease liabilities Discounted	Current $		Non-Current $		Total $
Premises		1,158,790		14,972,348		16,131,138
Equipment		31,296		72,060		103,356
Total		1,190,086		15,044,408		16,234,494

The Company’s lease obligations include leases for plant operations, storage facilities, and office space for employees. In the nine months ended July 31, 2021, the company has added 4 new premises leases, 1 new equipment lease and modified 3 leases.

12. Commitments

The Company is committed to director and consulting fees of $180,000 (Year ended October 31, 2020: $181,000) in total per year to nine directors and Advisory Board members, until cancellation of their respective agreements, which requires notice of 30 days by either party.

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Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

As of July 31, 2021, there were $7.3 million in committed purchase orders for equipment and services (As of October 31, 2020: $4.2 million).

13. Loss per share

	Three months ended July 31,						Nine months ended July 31,
	2021			2020			2021			2020
Net loss	$	(6,897,318	)	$	(1,810,981	)	$	(21,590,783	)	$	(4,842,463	)
Weighted average number of ordinary shares		2,394,475			2,100,603			2,372,731			2,057,723
Basic and diluted loss per share	$	(2.88	)	$	(0.86	)	$	(9.10	)	$	(2.35	)

Adjustments for diluted loss per share were not made for the three and nine months ended July 31, 2021 and 2020 as they would be anti-dilutive in nature. The following potential common shares are anti-dilutive and are therefore excluded from the weighted average number of common shares for the purpose of diluted earnings per share:

	Three months ended July 31,				Nine months ended July 31,
	2021		2020		2021		2020
Stock options		135,086		133,500		135,086		133,500
Restricted share units		9,501		2,182		9,501		2,182
		144,587		135,682		144,587		135,682

14. Segment reporting

The consolidated financial data presented in these financial statements is reviewed regularly by the Company’s chief operating decision maker (“CODM”) for making strategic decisions, allocations resources and assessing performance, in consultation with the Board of Directors. The Corporation’s CODM is its Chief Executive Officer.

During the three and nine months ended July 31, 2021, the Company operated in Canada and began operations in the United States. Management has concluded that the customers, and the nature and method of distribution of goods and services delivered, if any, to these geographic regions are similar in nature. The risks and returns across the geographic regions are not dissimilar; therefore, the Company operates as a single operating segment.

The following is a summary of the Company’s geographical information:

	Canada $		United States $		Total $
For the nine months ended July 31, 2021
Revenue		2,042,730		941,017		2,983,747
Non-current assets		7,872,842		26,518,522		34,391,364
For the nine months ended July 31, 2020
Revenue		323,033		—		323,033
Non-current assets		2,945,214		3,204,621		6,149,835
For the year ended October 31, 2020
Revenue		792,254		—		792,254
Non-current assets		3,395,049		6,066,619		9,461,668

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‘Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

The following is a summary of the Company’s main customers:

	Three months ended July 31,					Nine months ended July 31,
		2021		2020			2021		2020
		%		%			%		%
Revenue
Customer A		44	%	59	%		61	%	57	%
Customer B		49	%	0	%		28	%	0	%
Accounts Receivable
Customer A							47	%	58	%
Customer B							24	%	0	%

15. Subsequent events

On August 3, 2021, Li-Cycle entered into a ground lease agreement covering the future site of the Rochester Hub. The lease covers approximately 41 acres and has an original term of 20 years plus multiple renewal terms totalling 29 additional years. It also includes an option to purchase the land. The lease increases the Company’s contractual obligations by undiscounted cash flows of approximately $9.3 million over the original term of the lease.

On August 10, 2021, in accordance with the plan of arrangement to reorganize Li-Cycle Corp., the Company finalized the business combination with Peridot Acquisition Corp. (“Peridot”) (NYSE: PDAC). Upon closing, the combined company was renamed Li-Cycle Holdings Corp. (NYSE: LICY). The new combined company Li-Cycle Holdings Corp. received $582 million of gross transaction proceeds, before deduction of $55 million of transaction costs.

The business combination with Peridot will be accounted for as a reverse acquisition in accordance with IFRS. Under this method of accounting, Peridot will be treated as the “acquired” company for accounting purposes. Since Peridot does not meet the definition of a business under IFRS, net assets of Peridot will be stated at historical cost, with no goodwill or other intangible assets recorded. Li-Cycle Corp. has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances, and accordingly the Business Combination is treated as an equivalent to an acquisition of Peridot accompanied by a recapitalization.

The acquisition of Peridot is outside the scope of IFRS 3, “Business Combinations”, and it is accounted for as an equity-settled, share-based payment transaction in accordance with IFRS 2, “Share-based Payments” (“IFRS 2”). Li-Cycle Holdings Corp. is considered to be a continuation of Li-Cycle Corp, with the net identifiable assets of Peridot deemed to have been acquired by Li-Cycle Corp. in exchange for shares of Li-Cycle Corp. Under IFRS 2, the transaction is measured at the fair value of the consideration deemed to have been issued by Li-Cycle Corp. in order to acquire 100% of Peridot Acquisition Corp. Any difference in the fair value of the consideration deemed to have been issued by Li-Cycle Corp and the fair value of Peridot Acquisition Corp’s identifiable net assets represents a listing service received by Li-Cycle Corp, recorded through profit and loss.

Page 18

Li-Cycle Corp.

Notes to the condensed consolidated interim financial statements

Three and nine months ended July 31, 2021 and 2020

(Unaudited - expressed in U.S. dollars)

The Company expects the business combination with Peridot to result in an increase in assets of $522 million, an increase in liabilities of $53 million, and an increase in equity of $469 million. The Company expects to recognize a listing expense of approximately $153 million for the difference between fair value of the share capital given up and the fair value of the net assets received.

On August 11, 2021, in accordance with the agreement to repay the BDC Capital Loan in full upon the closing of Li-Cycle’s business combination with Peridot Acquisition Corp, Li-Cycle paid BDC Capital Inc $5.3 million (C$6.6 million) to settle the BDC Capital Loan, including additional interest expense of $0.7 million (C$0.9 million).

On August 17, 2021, Li-Cycle repaid the $7 million Promissory Notes and accrued interest in full.

On September 7, 2021, Li-Cycle entered into a warehouse lease for the Arizona Spoke. The Arizona Spoke warehouse lease covers approximately 67,000 square feet and has an original term of 5 years 3 months plus a renewal term totaling 5 additional years. The lease increases the Company’s contractual obligations by undiscounted cash flows of approximately $3.7 million over the original term of the lease.

On September 8, 2021, Li-Cycle entered into a premises lease for the Alabama Spoke. The Alabama Spoke premises lease covers approximately 108,000 square feet and has an original term of 20 years plus multiple renewal terms totaling 10 additional years. The lease increases the Company’s contractual obligations by undiscounted cash flows of approximately $21.0 million over the original term of the lease.

Page 19