LICY / Li-Cycle Holdings Corp. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Li-Cycle Obtains Creditor Protection Under CCAA and Chapter 15 Company enters into $10.5 million debtor-in-possession financing facility (“DIP Facility”) term sheet with Glencore Li-Cycle and Glencore agree to “stalking horse” credit bid of at least

Exhibit 99.1 Li-Cycle Obtains Creditor Protection Under CCAA and Chapter 15 Company enters into $10.5 million debtor-in-possession financing facility (“DIP Facility”) term sheet with Glencore Li-Cycle and Glencore agree to “stalking horse” credit bid of at least $40 million for certain of the Company’s subsidiaries and assets, and assumption of certain liabilities Li-Cycle expects to commence a fo

EQUITY AND ASSET PURCHASE AGREEMENT Dated as of May 14, 2025 by and among GLENCORE CANADA CORPORATION, as Buyer, LI-CYCLE HOLDINGS CORP. and the other Persons listed on Schedule I hereto, as the Sellers

EX-10.2 Exhibit 10.2 EQUITY AND ASSET PURCHASE AGREEMENT Dated as of May 14, 2025 by and among GLENCORE CANADA CORPORATION, as Buyer, and LI-CYCLE HOLDINGS CORP. and the other Persons listed on Schedule I hereto, as the Sellers TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1.1 Defined Terms 3 1.2 Other Definitional Provisions 24 ARTICLE II TRANSFER OF ASSETS AND LIABILITIES 2.1 Purchase and Sale of

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Bankruptcy or Receivership

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2025 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of incorp

Summary of Terms and Conditions for Debtor-In-Possession Financing (the “DIP Term Sheet”)

Exhibit 10.1 Summary of Terms and Conditions for Debtor-In-Possession Financing (the “DIP Term Sheet”) WHEREAS the Borrower (as defined below) has requested and the DIP Lender (as defined below) has agreed to provide funding in order to fund certain limited obligations of the Borrower in the context of its proceeding under the Companies’ Creditors Arrangement Act (Canada) (the “CCAA”, and such pro

Li-Cycle Receives Further Waiver Extensions from Convertible Note Holders Li-Cycle retains Alvarez & Marsal Corporate Finance to assist in seeking buyers for its business or assets

EX-99.1 Exhibit 99.1 Li-Cycle Receives Further Waiver Extensions from Convertible Note Holders Li-Cycle retains Alvarez & Marsal Corporate Finance to assist in seeking buyers for its business or assets TORONTO, Canada (May 12, 2025) – Li-Cycle Holdings Corp. (OTCQX: LICYF) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today announced that it has rec

Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7

Exhibit 4.1 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 May 9, 2025 Glencore Canada Corporation 100, King Street West Suite 6900 Toronto, ON, M5X 1E3 Canada Attention: Legal Department Re: Waiver Extension to May 13, 2025 Ladies and Gentlemen: Reference is made to (i) the Amended and Restated Senior Secured Convertible Note dated as of January 31, 2025 (togethe

Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7

EX-4.2 Exhibit 4.2 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 May 9, 2025 Wood River Capital, LLC 4111 East 37th Street North Wichita, KS 67220 Re: Waiver Extension to May 13, 2025 Ladies and Gentlemen: Reference is made to that certain Convertible Note, dated as of September 29, 2021, issued by Li-Cycle Holdings Corp., a corporation existing under the laws of

AMENDED AND RESTATED CONVERTIBLE NOTE

Exhibit 4.4 AMENDED AND RESTATED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE IS PROHIBIT

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2025 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of incorpo

AMENDMENT NO. 4 TO CONVERTIBLE NOTE

Exhibit 4.3 AMENDMENT NO. 4 TO CONVERTIBLE NOTE This AMENDMENT NO. 4 TO CONVERTIBLE NOTE is being entered into as of May 8, 2025 (this “Amendment”), by and between Li-Cycle Holdings Corp., a company existing under the laws of the Province of Ontario (the “Company”), and Wood River Capital, LLC, a Delaware limited liability company (the “Holder”). The Company and the Holder desire to amend the Note

Li-Cycle Receives Waiver Extensions from Convertible Note Holders

Exhibit 99.1 Li-Cycle Receives Waiver Extensions from Convertible Note Holders TORONTO, Canada (May 5, 2025) – Li-Cycle Holdings Corp. (OTCQX: LICYF) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today announced that it has received waiver extensions from the holders of its convertible notes, Glencore Canada Corporation (“Glencore”) and Wood River C

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2025 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of incorpo

Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7

EX-4.2 Exhibit 4.2 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 May 5, 2025 Wood River Capital, LLC 4111 East 37th Street North Wichita, KS 67220 Re: Waiver Extension to May 9, 2025 Ladies and Gentlemen: Reference is made to that certain Convertible Note, dated as of September 29, 2021, issued by Li-Cycle Holdings Corp., a corporation existing under the laws of

Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7

Exhibit 4.1 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 May 5, 2025 Glencore Canada Corporation 100, King Street West Suite 6900 Toronto, ON, M5X 1E3 Canada Attention: Legal Department Re: Waiver Extension to May 9, 2025 Ladies and Gentlemen: Reference is made to (i) the Amended and Restated Senior Secured Convertible Note dated as of January 31, 2025 (together

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other

(signatures on the next page – remaining left blank)

Exhibit 10.4 April 28, 2025 Li-Cycle Holdings Corp. 207 Queens Quay West Suite 590 Toronto, ON M5J 1A7 Attention: Jacqueline Dedo, Independent Board Chair Dear Ms. Dedo: This letter agreement (“Agreement”) sets out the terms and conditions upon which Li-Cycle Holdings Corp. (“Li-Cycle”) hereby engages BlueTree Advisors Inc. (“BlueTree”) as an independent contractor to provide the services below (t

Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7

Exhibit 4.2 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 April 30, 2025      Wood River Capital, LLC 4111 East 37th Street North Wichita, KS 67220 Re: Waiver Extension to May 5, 2025 Ladies and Gentlemen: Reference is made to that certain Convertible Note, dated as of September 29, 2021, issued by Li-Cycle Holdings Corp., a corporation existing under the laws of

SCHEDULE “A” RELEASE AND INDEMNITY

Exhibit 10.1 207 Queens Quay West, Unit 590 Toronto, ON M5J 1A7, Canada Tel. 877 542 9253 • www.li-cycle.com April 30, 2025 BY HAND PERSONAL & CONFIDENTIAL WITHOUT PREJUDICE Mr. Ajay Kochhar 497 Anthony Drive Oakville, Ontario L6J 2K6 Mutual Separation Agreement Dear Ajay, This letter confirms our recent discussions regarding the separation of your employment with Li-Cycle Corp. (“Li-Cycle” or the

Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7

Exhibit 4.1 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 April 30, 2025 Glencore Canada Corporation 100, King Street West Suite 6900 Toronto, ON, M5X 1E3 Canada Attention: Legal Department Re: Waiver Extension to May 5, 2025 Ladies and Gentlemen: Reference is made to (i) the Amended and Restated Senior Secured Convertible Note dated as of January 31, 2025 (toget

Li-Cycle Undertaking Process to Seek Buyers for its Business or Assets Company receives waiver extensions from convertible note holders

Exhibit 99.1 Li-Cycle Undertaking Process to Seek Buyers for its Business or Assets Company receives waiver extensions from convertible note holders TORONTO, Canada (May 1, 2025) – Li-Cycle Holdings Corp. (OTCQX: LICYF) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today announced certain business updates. Li-Cycle previously disclosed that it had r

SCHEDULE “A” MUTUAL RELEASE AND INDEMNITY

Exhibit 10.3 207 Queens Quay West, Unit 590 Toronto, ON M5J 1A7, Canada Tel. 877 542 9253 • www.li-cycle.com April 30, 2025 BY HAND PERSONAL & CONFIDENTIAL WITHOUT PREJUDICE Mr. Craig Cunningham 2350 Lynington Court Burlington, ON L7P 4B8 Mutual Separation Agreement & Advisory Arrangement Dear Craig, This letter confirms our recent discussions regarding the separation of your employment with Li-Cy

Li-Cycle Announces Leadership and Operational Changes

Exhibit 99.2 Li-Cycle Announces Leadership and Operational Changes TORONTO, Canada (May 1, 2025) – Li-Cycle Holdings Corp. (OTCQX: LICYF) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today announced leadership and operational changes. As announced by Li-Cycle earlier today, the Company is undertaking a process to seek buyers for its business or its

April 28, 2025

Exhibit 10.5 April 28, 2025 PRIVATE AND CONFIDENTIAL Li-Cycle Holdings Corp. 207 Queens Quay West Suite 590 Toronto, Ontario M5J 1A7 Attention:  Ms. Jacqueline Dedo, Independent Board Chair Dear Ms. Dedo: It was a pleasure meeting you and Ajay Kochhar yesterday to discuss your current needs as it relates to the operations and restructuring of Li-Cycle Holdings Corp. I am attaching to this letter m

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

(signatures on the next page – remaining left blank) © Li-Cycle 2024 All rights reserved, including all rights relating to the use of this document or its contents Page 6

Exhibit 10.2 207 Queens Quay W – Suite 590 Toronto, ON M5J 1A7, Canada Tel. +1 877 LI-CYCLE • www.li-cycle.com May 1, 2025 Li-Cycle Holdings Corp. 207 Queens Quay West Suite 590 Toronto, ON M5J 1A7 Attention: Jacqueline Dedo, Independent Board Chair Dear Ms. Dedo: This letter agreement (“Agreement”) sets out the terms and conditions upon which Li-Cycle Holdings Corp. (“Li-Cycle”) hereby engages Ma

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

Omnibus Amendment and Consent Agreement, dated January 13, 2025, among Li-Cycle U.S. Inc., Li-Cycle North America Hub, Inc., Li-Cycle Inc., the Company, Li-Cycle Americas Corp., the United States Department of Energy, and Citibank N.A., acting through its agency and trust division

Exhibit 10.85 EXECUTION VERSION Dated January 13, 2025 Omnibus Amendment and Consent Agreement among United States Department of Energy, as DOE, Li-Cycle U.S. Inc., as Borrower, Li-Cycle North America Hub, Inc., as HubCo, Li-Cycle Inc., as SpokeCo, Li-Cycle Holdings Corp., as Sponsor, Li-Cycle Americas Corp., as Parent, and Citibank, N.A., acting through its agency and trust division, as Collatera

Amendment No. 1 to the Amended and Restated Note Purchase Agreement, dated January 31, 2025, among the Company, Glencore Ltd., Glencore Canada Corporation and Glencore Canada Corporation as Collateral Agent.

Exhibit 10.35 Execution Version AMENDMENT NO. 1 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT is being entered into as of January 31, 2025 (this “Amendment”), by and among Li-Cycle Holdings Corp., a company existing under the laws of the Province of Ontario (the “Company”), Glencore Ltd., a Swiss company having an addre

Li-Cycle Reports Full Year 2024 Financial Results

Li-Cycle Reports Full Year 2024 Financial Results Highlights •Increased total revenue to $28.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2025 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

Amended and Restated Convertible Note No. 1 of the Company, dated January 31, 2025.

Exhibit 4.7 EXECUTION VERSION AMENDED AND RESTATED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THE

Li-Cycle Holdings Corp. Insider Trading Policy.

Exhibit 19.1 Li-Cycle Holdings Corp. INSIDER TRADING POLICY As a public company, Li-Cycle Holdings Corp. (the “Company”) is subject to various laws and regulations with respect to trading in the Company securities. The purpose of this Insider Trading Policy (the “Policy”) is to set forth the Company’s requirements with respect to such transactions and the standard of conduct expected of the direct

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-40733 Li-Cyc

As filed with the Securities and Exchange Commission on March 31, 2025

S-8 POS As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

Description of Securities.

Exhibit 4.1 DESCRIPTION OF SECURITIES General The following description of the material terms of our share capital includes a summary of certain provisions of our restated articles of incorporation that became effective on July 18, 2024 (the “articles”). This description is qualified in its entirety by reference to our articles, which are incorporated by reference as exhibits to the Annual Report

List of Subsidiaries of the Company.

Exhibit 21.1 Subsidiaries of Li-Cycle Holdings Corp. Legal Name of Subsidiary Jurisdiction of Organization Li-Cycle Corp. Ontario, Canada Li-Cycle Europe AG Switzerland Li-Cycle APAC Pte. Ltd. Singapore Li-Cycle Americas Corp. Ontario, Canada Li-Cycle U.S. Inc. Delaware, U.S.A. Li-Cycle Inc. Delaware, U.S.A. Li-Cycle North America Hub, Inc. Delaware, U.S.A. Li-Cycle Norway AS Norway Li-Cycle Germa

As filed with the Securities and Exchange Commission on March 31, 2025

As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

Amended and Restated Senior Secured Convertible Note of the Company, dated January 31, 2025.

Exhibit 4.6 EXECUTION VERSION AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES

Amended and Restated Convertible Note No. 2 of the Company, dated January 31, 2025

Exhibit 4.8 EXECUTION VERSION AMENDED AND RESTATED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THE

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Shares of Li-Cycle Holdings Corp.

Waiver of Wood River Capital, LLC dated February 25, 2025

Exhibit 4.2 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 February 25, 2025 Wood River Capital, LLC 4111 East 37th Street North Wichita, KS 67220 Email: Re: Listing on OTC US Market – Waiver to April 30, 2025 Ladies and Gentlemen: Reference is made to that certain Convertible Note, dated as of September 29, 2021, issued by Li-Cycle Holdings Corp., a corporation e

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 Li-Cycle Holdin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 25, 2025 Li-Cycle Holdings Corp. (Exact name of registrant as specified in its charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of i

Li-Cycle Announces Approval to Trade on the OTCQX® Best Market Company expects to start trading on OTCQX under the symbol “LICYF” on February 27, 2025 following suspension of trading on the NYSE OTCQX to provide Li-Cycle efficient access to U.S. capi

EX-99.1 Exhibit 99.1 Li-Cycle Announces Approval to Trade on the OTCQX® Best Market Company expects to start trading on OTCQX under the symbol “LICYF” on February 27, 2025 following suspension of trading on the NYSE OTCQX to provide Li-Cycle efficient access to U.S. capital markets while reducing costs and streamlining market requirements TORONTO, Ontario (February 26, 2025) – Li-Cycle Holdings Co

Waiver of Glencore Canada Corporation dated February 25, 2025

EX-4.1 2 d933675dex41.htm EX-4.1 Exhibit 4.1 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 February 25, 2025 Glencore Canada Corporation 100, King Street West Suite 6900 Toronto, ON, M5X 1E3 Canada Attention: Legal Department Email:         Email:         Re: Listing on OTC US Market – Waiver to April 30, 2025 Ladies and Gentlemen: Reference is made to (i) the Am

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 Li-Cycle Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 31, 2025 Li-Cycle Holdings Corp. (Exact name of registrant as specified in its charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of in

Amended and Restated Convertible Note No. 2 of Li-Cycle Holdings Corp. dated January 31, 2025

Exhibit 4.3 EXECUTION VERSION AMENDED AND RESTATED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THE

Amended & Restated Senior Secured Convertible Note of Li-Cycle Holdings Corp. dated January 31, 2025

EX-4.1 Exhibit 4.1 EXECUTION VERSION AMENDED AND RESTATED SENIOR SECURED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SEC

Amendment No. 1 to the Amended and Restated Note Purchase Agreement, dated January 31, 2025, by and among Li-Cycle Holdings Corp., Glencore Ltd., Glencore Canada Corporation and Glencore Canada Corporation as collateral agent

EX-10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 1 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT This AMENDMENT NO. 1 TO THE AMENDED AND RESTATED NOTE PURCHASE AGREEMENT is being entered into as of January 31, 2025 (this “Amendment”), by and among Li-Cycle Holdings Corp., a company existing under the laws of the Province of Ontario (the “Company”), Glencore Ltd., a Swiss company having a

Amended and Restated Convertible Note No. 1 of Li-Cycle Holdings Corp. dated January 31, 2025

Exhibit 4.2 EXECUTION VERSION AMENDED AND RESTATED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THE

SCHEDULE I

EX-99.9 2 ef20042540ex99-9.htm EXHIBIT 99.9 Exhibit 99.9 SCHEDULE I Set forth below are the names, business addresses and present principal occupations of the directors and executive officers of Glencore plc, Glencore International AG and Glencore Canada Corporation. Where no business address is given for an executive officer or director, and such director’s principal employer is Glencore plc or o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 Li-Cycle Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2025 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of in

Li-Cycle Provides Perspectives on the “Unleashing American Energy” Executive Order

Exhibit 99.1 Li-Cycle Provides Perspectives on the “Unleashing American Energy” Executive Order TORONTO, Ontario (January 24, 2025) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today expressed its support for key elements in the recently issued Executive Order titled “Unleashing American Energy” that U.S. Pres

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2025 Li-Cycle Holdings Corp. (Exact name of registrant as specified in its charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of in

Li-Cycle Announces Pricing of $15 Million Underwritten Public Offering

Exhibit 99.1 Li-Cycle Announces Pricing of $15 Million Underwritten Public Offering TORONTO, Ontario (January 15, 2025) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today announced the pricing of its previously announced underwritten public offering in the United States (the “Offering”), with gross proceeds to

Form of Eight-Month Warrant.

Exhibit 4.1 FORM OF COMMON SHARE PURCHASE WARRANT LI-CYCLE HOLDINGS CORP. Warrant Shares: [•] Issue Date: [•], 2025 This COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•], 2025 (the “Initial Exerc

Warrant Agency Agreement, dated January 16, 2025, by and between Li-Cycle Holdings Corp. and Continental Stock Transfer & Company, LLC.

Exhibit 10.1 Li-Cycle Holdings Corp. and Continental Stock Transfer & Trust Company, LLC Warrant Agency Agreement Dated as of January 16, 2025 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of January 16, 2025 (“Agreement”), between Li-Cycle Holdings Corp., an Ontario corporation (the “Company”), and Continental Stock Transfer & Trust Company, LLC, a New York limited liability trust c

Consent and Waiver Agreement in respect of Senior Secured Glencore Note, dated January 14, 2025, by and between Li-Cycle Holdings Corp. and Glencore Canada Corporation.

Exhibit 10.2 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 January 14, 2025 Glencore Canada Corporation 100 King Street West, Suite 6900 Toronto, ON, M5X 1E3 Re: Consent and Waiver in respect of Senior Secured Glencore Note Ladies and Gentlemen: Reference is made to that certain senior secured convertible note, dated as of March 25, 2024, issued by Li-Cycle Holdi

Li-Cycle Holdings Corp. 5,000,000 Units, with each Unit consisting of: One Common Share One Series A Warrant to Purchase One Common Share One Series B Warrant to Purchase One Common Share 10,000,000 Pre-Funded Units, with each Pre-Funded Unit consist

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-278010 PROSPECTUS SUPPLEMENT (To Prospectus dated March 29, 2024) Li-Cycle Holdings Corp. 5,000,000 Units, with each Unit consisting of: One Common Share One Series A Warrant to Purchase One Common Share One Series B Warrant to Purchase One Common Share 10,000,000 Pre-Funded Units, with each Pre-Funded Unit consisting of:

Li-Cycle Announces Closing of $15 Million Underwritten Public Offering

Exhibit 99.2 Li-Cycle Announces Closing of $15 Million Underwritten Public Offering TORONTO, Ontario (January 16, 2025) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today announced the closing of its previously announced underwritten public offering in the United States (the “Offering”). Gross proceeds to the

Form of Pre-Funded Warrant.

Exhibit 4.3 FORM OF PRE-FUNDED COMMON SHARE PURCHASE WARRANT LI-CYCLE HOLDINGS CORP. Warrant Shares: [•] Issue Date: [•], 2025 This PRE-FUNDED COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•], 20

Underwriting Agreement, dated January 15, 2025, by and between Li-Cycle Holdings Corp. and Aegis Capital Corp.

Exhibit 1.1 Li-Cycle Holdings Corp. Underwriting Agreement New York, New York January 15, 2025 Aegis Capital Corp. 1345 Avenue of the Americas, 27th Floor New York, New York 10015 Ladies and Gentlemen: The undersigned, Li-Cycle Holdings Corp., an Ontario corporation (the “Company”), hereby confirms its agreement (together with all exhibits and schedules hereto, this “Agreement”) with the several u

Form of Five-Year Warrant.

Exhibit 4.2 FORM OF COMMON SHARE PURCHASE WARRANT LI-CYCLE HOLDINGS CORP. Warrant Shares: [•] Issue Date: [•], 2025 This COMMON SHARE PURCHASE WARRANT (this “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after [•], 2025 (the “Initial Exerc

Subject to Completion, dated January 15, 2025. Li-Cycle Holdings Corp. Units, with each Unit consisting of: One Common Share One Series A Warrant to Purchase One Common Share One Series B Warrant to Purchase One Common Share Pre-Funded Units, with ea

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-278010 The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary prospectus supplement and the accom

Omnibus Amendment and Consent Agreement, dated as of January 13, 2025, by and among Li-Cycle U.S. Inc., Li-Cycle North America Hub, Inc., Li-Cycle Inc., Li-Cycle Holdings Corp., Li-Cycle Americas Corp., the United States Department of Energy, and Citibank N.A., acting through its agency and trust division

Exhibit 10.1 Dated January 13, 2025 Omnibus Amendment and Consent Agreement among United States Department of Energy, as DOE, Li-Cycle U.S. Inc., as Borrower, Li-Cycle North America Hub, Inc., as HubCo, Li-Cycle Inc., as SpokeCo, Li-Cycle Holdings Corp., as Sponsor, Li-Cycle Americas Corp., as Parent, and Citibank, N.A., acting through its agency and trust division, as Collateral Agent White & Cas

U.S. Stock Pledge Agreement dated as of January 13, 2025, by and among Li-Cycle Americas Corp. and Glencore Canada Corporation

EX-10.2 4 d891481dex102.htm EX-10.2 Exhibit 10.2 U.S. STOCK PLEDGE AGREEMENT THIS U.S. STOCK PLEDGE AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”) is entered into as of January 13, 2025, by and among LI-CYCLE AMERICAS CORP., an Ontario corporation (the “Grantor”) and Glencore Canada Corporation, having

Subsidiary Joinder Agreement among Li-Cycle U.S. Inc., Li-Cycle Inc., and Li-Cycle North America Hub, Inc., dated January 13, 2025, to the Note Guaranty Agreement dated December 9, 2024, among Li-Cycle Corp., Li-Cycle Americas Corp., Li-Cycle Europe AG, Li-Cycle Germany GmbH and Glencore Canada Corporation (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on January 14, 2025).**

Exhibit 4.1 SUBSIDIARY JOINDER AGREEMENT A. SUPPLEMENT NO. 1, dated as of January 13, 2025 (this “Supplement”), to the Note Guaranty, dated as of December 9, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note Guaranty”), by and among the Note Guarantors from time to time party thereto and Glencore Canada Corporation, having an office a

U.S. Pledge and Security Agreement dated as of January 13, 2025, by and among Li-Cycle U.S. Inc., Li-Cycle Inc., Li-Cycle North America Hub, Inc., and Glencore Canada Corporation

Exhibit 10.3 U.S. PLEDGE AND SECURITY AGREEMENT THIS U.S. PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of January 13, 2025, by and among LI-CYCLE U.S. INC., a Delaware corporation (“Li-Cycle U.S.”), each other U.S. Subsidiary of the Issuer (as defined below) f

Second A&R Note Guaranty dated as of January 13, 2025, by and among Li-Cycle Americas Corp., Li-Cycle U.S. Inc., Li-Cycle Inc., Li-Cycle North America Hub, Inc., and Glencore Canada Corporation

Exhibit 10.4 SECOND A&R NOTE GUARANTY THIS SECOND A&R NOTE GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Note Guaranty”) is entered into as of January 13, 2025, by and among Subsidiaries of the Issuer (as defined in the Second A&R Note) from time to time party hereto (the “Note Guarantors”), and Glencore Canada Corporati

Second U.S. Pledge and Security Agreement dated as of January 13, 2025, by and among Li-Cycle U.S. Inc., Li-Cycle Inc., Li-Cycle North America Hub, Inc., and Glencore Canada Corporation

Exhibit 10.6 SECOND U.S. PLEDGE AND SECURITY AGREEMENT THIS SECOND U.S. PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of January 13, 2025, by and among LI-CYCLE U.S. INC., a Delaware corporation (“Li-Cycle U.S.”), each other U.S. Subsidiary of the Issuer (as de

Second U.S. Stock Pledge Agreement dated as of January 13, 2025, by and among Li-Cycle Americas Corp. and Glencore Canada Corporation

Exhibit 10.5 SECOND U.S. STOCK PLEDGE AGREEMENT THIS SECOND U.S. STOCK PLEDGE AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”) is entered into as of January 13, 2025, by and among LI-CYCLE AMERICAS CORP., an Ontario corporation (the “Grantor”) and Glencore Canada Corporation, having an office at 100 King

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Li-Cycle Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of in

Li-Cycle Provides Preliminary Commercial and Operational Highlights for 2024 Company’s largest source of battery feedstock during 2024 was a U.S.-headquartered, vertically integrated EV and battery manufacturer with a substantial global electric vehi

Exhibit 99.1 Li-Cycle Provides Preliminary Commercial and Operational Highlights for 2024 Company’s largest source of battery feedstock during 2024 was a U.S.-headquartered, vertically integrated EV and battery manufacturer with a substantial global electric vehicle (“EV”) market share Continued focus on securing a full financing package for the Rochester Hub and optimizing Spoke performance TORON

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2025 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of in

Schedule A

Schedule A Directors and Executive Officers of Reporting Persons The following tables set forth the name and present principal occupation or employment of each of the managers, directors and executive officers of the Reporting Persons.

Canadian Pledge Agreement dated as of December 9, 2024 by and between Li-Cycle Holdings Corp., Li-Cycle Corp., Li-Cycle Americas Corp. and Glencore Canada Corporation.

EX-10.2 Exhibit 10.2 CANADIAN PLEDGE AGREEMENT THIS AGREEMENT is made as of December 9, 2024 BETWEEN Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario (together with all successors, whether by amalgamation or otherwise, the “Issuer”), - and - Li-Cycle Corp. and Li-Cycle Americas Corp., each a corporation incorporated under the laws of the Province of Ont

Junior Ranking Share Pledge Agreement dated as of December 9, 2024 by and between Li-Cycle Germany GmbH and Glencore Canada Corporation.

EX-10.4 Exhibit 10.4 738/24 DS/nk 06.12.24 D15/618-24 Index of deeds no. 676 /2024/DS T r a n s a c t e d at Frankfurt am Main on 9th December 2024. Before me, the undersigned Civil Law Notary Aurélio de Sousa with registered office in Frankfurt am Main appeared today: 1. Mr. Esteban Hagedorn Belmar, born on 1 October 1992, with business address: c/o Freshfields PartG mbH, Bockenheimer Anlage 44,

Note Guaranty Agreement dated as of December 9, 2024, by and between Li-Cycle Corp., Li-Cycle Americas Corp., Li-Cycle Europe AG, Li-Cycle Germany GmbH and Glencore Canada Corporation.

Exhibit 4.1 NOTE GUARANTY THIS NOTE GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Note Guaranty”) is entered into as of December 9, 2024, by and among Subsidiaries of the Issuer (as defined in the Note) from time to time party hereto (the “Note Guarantors”), and Glencore Canada Corporation, having an office at 100 King S

Junior Ranking Account Pledge Agreement dated as of December 9, 2024 by and between Li-Cycle Germany GmbH and Glencore Canada Corporation.

EX-10.5 Exhibit 10.5 JUNIOR RANKING ACCOUNT PLEDGE AGREEMENT (NACHRANGIGER KONTENVERPFÄNDUNGSVERTRAG) between Li-Cycle Germany GmbH (as Pledgor) and Glencore Canada Corporation (as Collateral Agent) TABLE OF CONTENTS 1. Definitions and Interpretation 5 2. Junior Ranking Account Pledge 10 3. Security Purpose 11 4. Notification of Pledge 11 5. Authorization 12 6. Representations and Warranties 12 7.

Junior Ranking Equity Interest Pledge Agreement dated as of December 9, 2024 by and between Li-Cycle Europe AG and Glencore Canada Corporation.

EX-10.3 Exhibit 10.3 Security Amendment and Restatement Agreement dated as of December 9, 2024 by and between Li-Cycle Europe AG Neuhofstrasse 8 (formerly 6) 6340 Baar Switzerland (the Security Provider 1) and Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 Canada (the Security Provider 2 and together with the Security Provider 1, the Security Providers) and the Se

Canadian General Security Agreement dated as of December 9, 2024 by and between Li-Cycle Holdings Corp, Li-Cycle Corp., Li-Cycle Americas Corp. and Glencore Canada Corporation.

EX-10.1 Exhibit 10.1 Canadian General Security Agreement between LI-CYCLE HOLDINGS CORP. and LI-CYCLE CORP. and LI-CYCLE AMERICAS CORP. and GLENCORE CANADA CORPORATION as Noteholder made December 9, 2024 TABLE OF CONTENTS Article 1 - Interpretation 2 1.01 Interpretation 2 1.02 Headings 6 1.03 Extended Meanings 6 Article 2 - Grant of Security Interest 6 2.01 Security Interest 6 2.02 Attachment of S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 Li-Cycle Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of in

Confirmation and Restatement Agreement relating to a Security Assignment Agreement dated as of December 9, 2024 by and between Li-Cycle Holdings Corp., Li-Cycle Europe AG and Glencore Canada Corporation.

EX-10.6 Exhibit 10.6 CONFIRMATION AND AMENDMENT AGREEMENT RELATING TO A SECURITY ASSIGNMENT AGREEMENT (BESTÄTIGUNGS- UND ÄNDERUNGSVEREINBARUNG BEZÜGLICH EINES SICHERUNGSZESSIONSVERTRAGS) between Li-Cycle Germany GmbH (as Security Grantor) and Glencore Canada Corporation (as Collateral Agent) TABLE OF CONTENTS 1. Definitions and Interpretation 4 2. Amendment and Restatement 6 3. Assignment 6 4. Par

POWER OF ATTORNEY

EX-99.8 2 ef20039769ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 POWER OF ATTORNEY Know all by these present, that the undersigned hereby constitute and appoint John Burton, Shaun Teichner and Martin Haering, any such person acting singly, as the undersigned’s true and lawful attorneys-in-fact, to: (1) prepare, execute in the undersigned’s name and on the undersigned’s behalf, and submit to the United Sta

LICY / Li-Cycle Holdings Corp. / Glencore plc - SC 13D/A Activist Investment

SC 13D/A 1 ef20039769sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* 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, O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 Li-Cycle Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 4, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of in

Li-Cycle Provides Update on Pre-Feasibility Study for European Recycling Hub Project and Collaboration with Glencore Li-Cycle and Glencore resume their collaboration to assess the technical and economic viability of a new Hub facility in Portovesme,

Exhibit 99.1 Li-Cycle Provides Update on Pre-Feasibility Study for European Recycling Hub Project and Collaboration with Glencore Li-Cycle and Glencore resume their collaboration to assess the technical and economic viability of a new Hub facility in Portovesme, Italy, including a concept and pre-feasibility study Study expected to be led and funded by Glencore, with Li-Cycle providing technical s

Future Advance Promissory Note No. 2, dated as of November 7, 2024, among Li-Cycle U.S. Inc. (as Borrower) and the Federal Financing Bank (as FFB, in its capacity as the holder of the note, and including any successor or assignee of FFB).

Exhibit 10.4 DOE (ATV) LI–CYCLE U.S. INC. FOR FFB USE ONLY Note Identifier: LI-CYCLE 0002 Purchase Date: November 7, 2024 Note Date November 7, 2024 Place of Issue Washington, DC Last Day for an Advance (¶3) March 31, 2027    Maximum Principal Maturity Date (¶5) March 15, 2040 Amount (¶4) $34,871,803.73 Payment March 15, First Dates June 15, Principal September 15, Payment (¶7) & December 15 Date

First Amendment to Executive Employment Agreement, dated August 27, 2024, by and between Li-Cycle Corp. and Ajay Kochhar.

207 Queens Quay W – Suite 590 Toronto, ON M5J 1A7, Canada Tel. +1 877 LI-CYCLE • www.li-cycle.com FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT (hereinafter referred to as the “First Amendment”) dated as of August 27, 2024 (the “Effective Date”) BETWEEN: LI-CYCLE CORP., a corporation existing under the laws of the Province of Ontario, Canada, (hereinafter called the “Corporation

First Amendment to Executive Employment Agreement, dated August 27, 2024, by and between Li-Cycle Corp. and Christine Barwell.

207 Queens Quay W – Suite 590 Toronto, ON M5J 1A7, Canada Tel. +1 877 LI-CYCLE • www.li-cycle.com FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT (hereinafter referred to as the “First Amendment”) dated as of August 27, 2024 (the “Effective Date”) BETWEEN: LI-CYCLE CORP., a corporation existing under the laws of the Province of Ontario, Canada, (hereinafter called the “Corporation

Loan Arrangement and Reimbursement Agreement, dated November 7, 2024, among the United States Department of Energy (as DOE), Li-Cycle U.S. Inc. (as Borrower), Li-Cycle North America Hub, Inc. (as Subsidiary Guarantor) and Li-Cycle Inc. (as Subsidiary Guarantor).

Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of in

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of in

Future Advance Promissory Note No.1, dated as of November 7, 2024, among Li-Cycle U.S. Inc. (as Borrower) and the Federal Financing Bank (as FFB, in its capacity as the holder of the note, and including any successor or assignee of FFB).

Exhibit 10.3 DOE (ATV) LI-CYCLE U.S. INC. FOR FFB USE ONLY Note Identifier: LI-CYCLE 0001 Purchase Date: November 7, 2024 Note Date November 7, 2024 Place of Issue Washington, DC Last Day for an Advance (¶3) March 31, 2027 Maximum Principal Maturity Date (¶5) March 15, 2040 Amount (¶4) $410,188,654.25 Payment March 15, First Dates June 15, Interest September 15, Payment (¶7) & December 15 Date (¶7

First Amendment to Executive Employment Agreement, dated August 27, 2024, by and between Li-Cycle Corp. and Carl DeLuca.

207 Queens Quay W – Suite 590 Toronto, ON M5J 1A7, Canada Tel. +1 877 LI-CYCLE • www.li-cycle.com FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT (hereinafter referred to as the “First Amendment”) dated as of August 27, 2024 (the “Effective Date”) BETWEEN: LI-CYCLE CORP., a corporation existing under the laws of the Province of Ontario, Canada, (hereinafter called the “Corporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

Li-Cycle Reports Third Quarter 2024 Operational and Financial Results, Including Strong Revenue Growth and Lower Costs

Li-Cycle Reports Third Quarter 2024 Operational and Financial Results, Including Strong Revenue Growth and Lower Costs Highlights •Closed an upsized $475-million loan facility with the U.

Sponsor Support and Subordination Agreement, dated November 7, 2024, among Li-Cycle Holdings Corp. (as Sponsor), Li-Cycle Americas Corp. (as Parent), Li-Cycle U.S. Inc. (as Borrower), Citibank, N.A. acting through its Agency and Trust Division (as Collateral Agent) and the United Sates Department of Energy (as DOE).

Exhibit 10.5 Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. Execution Version Dated November 7, 2024 Sponsor Support and Subordination Agreement among Li-Cycle Holdings Corp., as Sponso

Security Agreement, dated November 7, 2024, among Li-Cycle U.S. Inc. (as Borrower), Li-Cycle North America Hub, Inc. (as Subsidiary Guarantor), Li-Cycle Inc. (as Subsidiary Guarantor), and Citibank, N.A., acting through its Agency and Trust Division (as Collateral Agent).

Exhibit 10.7 EXECUTION VERSION   Dated November 7, 2024 Security Agreement between LI-CYCLE U.S. INC., as Borrower LI-CYCLE NORTH AMERICA HUB, INC., as Subsidiary Guarantor LI-CYCLE INC., as Subsidiary Guarantor and CITIBANK, N.A., acting through its Agency and Trust Division, as Collateral Agent White & Case LLP 1221 Avenue of the Americas New York, New York 10020-1095 Table of Contents Page ARTI

First Amendment to Executive Employment Agreement, dated August 27, 2024, by and between Li-Cycle Corp. and Chris Biederman.

207 Queens Quay W – Suite 590 Toronto, ON M5J 1A7, Canada Tel. +1 877 LI-CYCLE • www.li-cycle.com FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT (hereinafter referred to as the “First Amendment”) dated as of August 27, 2024 (the “Effective Date”) BETWEEN: LI-CYCLE CORP., a corporation existing under the laws of the Province of Ontario, Canada, (hereinafter called the “Corporation

Equity Pledge Agreement, dated as of November 7, 2024, among Li-Cycle Americas Corp. (as Pledgor) and Citibank, N.A., acting through its Agency and Trust Division (as Collateral Agent).

Exhibit 10.8 Execution Version Dated November 7, 2024 Equity Pledge Agreement between Li-Cycle Americas Corp., as Pledgor and CITIBANK, N.A., acting through its Agency and Trust Division, as Collateral Agent White & Case LLP 1221 Avenue of the Americas New York, New York 10020-1095 Table of Contents Page Article I DEFINITIONS 1 Section 1.01 Definitions 1 Section 1.02 Rules of Interpretation 1 Arti

Note Purchase Agreement, dated November 7, 2024, among Li-Cycle U.S. Inc. (as Borrower), the United States Department of Energy (as DOE), and the Federal Financing Bank (as FFB).

Exhibit 10.2 Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. DOE (ATV) LI-CYCLE U.S. INC. NOTE PURCHASE AGREEMENT made as of November 7, 2024, by and among the FEDERAL FINANCING BANK (“F

First Amendment to Executive Employment Agreement, dated August 27, 2024, by and between Li-Cycle APAC Pte. Ltd. and Dawei Li.

207 Queens Quay W – Suite 590 Toronto, ON M5J 1A7, Canada Tel. +1 877 LI-CYCLE • www.li-cycle.com FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT THIS AMENDMENT (hereinafter referred to as the “First Amendment”) dated as of August 27, 2024 (the “Effective Date”) BETWEEN: LI-CYCLE APAC PTE LTD., a corporation existing under the laws of the Republic of Singapore, (hereinafter called the “Corporati

Li-Cycle Closes Upsized $475 Million Loan Facility with U.S. Department of Energy to Support Development of the Rochester Hub Project $475 million loan amount represents an increase of $100 million over the original conditional commitment First DOE l

Exhibit 99.1 Li-Cycle Closes Upsized $475 Million Loan Facility with U.S. Department of Energy to Support Development of the Rochester Hub Project $475 million loan amount represents an increase of $100 million over the original conditional commitment First DOE loan facility to be finalized for a battery resource recovery facility and sustainable lithium-ion battery materials recycling company Agr

Collateral Agency and Accounts Agreement, dated as of November 7, 2024, among Li-Cycle U.S. Inc. (as Borrower), Li-Cycle North America Hub, Inc. (as Subsidiary Guarantor), Li-Cycle Inc. (as Subsidiary Guarantor), the United States Department of Energy (as DOE), Collateral Agent and Citibank, N.A., acting through its Agency and Trust Division (as Depositary Bank).

Exhibit 10.6 Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. Execution Version Dated November 7, 2024 Collateral Agency and Accounts Agreement among LI-CYCLE U.S. INC., as Borrower LI-CY

BLACK MASS - Second Amended and Restated Marketing, Logistics and Working Capital Agreement among Traxys North America LLC (as Buyer), Li-Cycle U.S. Inc. (as Seller) and Li-Cycle Inc., dated October 30, 2024

EX-10.3 Exhibit 10.3 Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. October 30, 2024 BLACK MASS – Second Amended and Restated Marketing, Logistics and Working Capital Agreement BETWEEN

Li-Cycle and Glencore Establish Commercial Framework for Rochester Hub Products Company secures 100% off-take agreement with Glencore for the mixed hydroxide precipitate (“MHP”) production from the Rochester Hub on market terms Li-Cycle completes Roc

EX-99.1 Exhibit 99.1 Li-Cycle and Glencore Establish Commercial Framework for Rochester Hub Products Company secures 100% off-take agreement with Glencore for the mixed hydroxide precipitate (“MHP”) production from the Rochester Hub on market terms Li-Cycle completes Rochester Hub technical review under the proposed MHP scope and expects annual production of up to approximately 8,250 tonnes of lit

Amended and Restated Master Commercial Agreement, dated October 30, 2024, among Glencore Ltd., Li-Cycle Holdings Corp., Li-Cycle U.S. Inc., Li-Cycle Europe AG and Li-Cycle APAC Pte. Ltd.

EX-10.1 Exhibit 10.1 Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. MASTER COMMERCIAL AGREEMENT THIS AMENDED AND RESTATED MASTER COMMERCIAL AGREEMENT (the “Master Agreement”) is made as

REFINED PRODUCTS - Second Amended and Restated Marketing, Logistics and Working Capital Agreement, among Traxys North America LLC (as Buyer), Li-Cycle U.S. Inc. (as Seller) and Li-Cycle North America Hub Inc., dated October 30, 2024

EX-10.4 Exhibit 10.4 Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. October 30, 2024 REFINED PRODUCTS – Second Amended and Restated Marketing, Logistics and Working Capital Agreement BE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Li-Cycle Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or Other Jurisdiction of In

Amended and Restated By-Products Off-Take Agreement, dated October 30, 2024, among Glencore Ltd., Li-Cycle Holdings Corp., Li-Cycle U.S. Inc., Li-Cycle Europe AG and Li-Cycle APAC Pte. Ltd.

EX-10.2 Exhibit 10.2 Confidential portions of this exhibit have been omitted because they are both (i) not material and (ii) are the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. AMENDED & RESTATED BY-PRODUCTS OFFTAKE AGREEMENT THIS AMENDED & RESTATED BY-PRODUCTS OFFTAKE AGREEMENT (this “Agreeme

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 Li-Cycle Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or Other Jurisdiction of Incorp

Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7

EX-99.7 2 ef20037077ex99-7.htm EXHIBIT 99.7 Exhibit 99.7 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 October 2, 2024 Glencore Canada Corporation 100 King Street West, Suite 6900 Toronto, ON, M5X 1E3 Canada Attention: Legal Department Email: [email protected] With a copy to: Glencore International AG Baarermattstrasse 3 CH – 6340 Baar Switzerland Atte

LICY / Li-Cycle Holdings Corp. / Glencore plc - SC 13D/A Activist Investment

SC 13D/A 1 ef20037077sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* 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, O

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy S

As filed with the Securities and Exchange Commission on August 19, 2024

S-8 As filed with the Securities and Exchange Commission on August 19, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Li-Cycle Holdings Corp.

Li-Cycle Selects Marcum Canada LLP as its New Independent Auditor Li-Cycle to hold reconvened shareholder meeting on October 15, 2024 at 8:30 a.m. (EDT) to vote on appointment of new auditor

Exhibit 99.1 Li-Cycle Selects Marcum Canada LLP as its New Independent Auditor Li-Cycle to hold reconvened shareholder meeting on October 15, 2024 at 8:30 a.m. (EDT) to vote on appointment of new auditor TORONTO, Canada (August 9, 2024) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, announced today that the Audi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Li-Cycle Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy St

Share Pledge Agreement, dated May 31, 2024, by and between Li-Cycle Holdings Corp. and Glencore Canada Corporation, acknowledged and agreed by Li-Cycle Europe AG.

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Global Assignment Agreement, dated May 31, 2024, by and between Li-Cycle Germany GmbH and Glencore Canada Corporation.

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Bank Account Pledge Agreement, dated May 31, 2024, by and between, Li-Cycle Europe AG and Glencore Canada Corporation.

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Certificate of Restated Articles of Incorporation of the Company, dated July 18, 2024, (incorporated by reference to Exhibit 3.1 to the Company’s quarterly report on Form 10-Q (File No. 001-40733) filed with the SEC on August 8, 2024).**

Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises Certificate of Restated Articles of Incorporation Certificat de mise à jour des statuts constitutifs Business Corporations Act Loi sur les sociétés par actions LI-CYCLE HOLDINGS CORP.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

Share Pledge Agreement, dated May 29, 2024, by and between Li-Cycle Europe AG, Glencore Canada Corporation and Li-Cycle Germany GmbH.

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Security Assignment Agreement, dated May 31, 2024, by and between Li-Cycle Europe AG and Glencore Canada Corporation.

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

reference to Exhibit 3.2 from the Company's quarterly report on Form 10-Q (File No. 001-40733) filed

Ministry of Public and Business Service Delivery Restated Articles of Incorporation Business Corporations Act 1.

Account Pledge Agreement, dated May 31, 2024, by and between Li-Cycle Germany GmbH and Glencore Canada.

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Executive Employment Agreement, dated July 17, 2024, by and between Li-Cycle Corp. and Craig Cunningham

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001

Li-Cycle Reports Second Quarter 2024 Operational and Financial Results, Including Record Quarterly Revenue

Li-Cycle Reports Second Quarter 2024 Operational and Financial Results, Including Record Quarterly Revenue Highlights •Continued to work closely with U.

Subsidiary Joinder Agreement, dated May 29, 2024, by and between Li-Cycle Europe AG and Li-Cycle Germany GmbH (incorporated by reference to Exhibit 10.11 to the Company’s quarterly report on Form 10-Q (File No. 001-40733) filed with the SEC on August 8, 2024).**

Execution Version SUBSIDIARY JOINDER AGREEMENT A. SUPPLEMENT NO. 1, dated as of May 29, 2024 (this “Supplement”), to the Note Guaranty, dated as of March 25, 2024 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Note Guaranty”), by and among the Note Guarantors from time to time party thereto and the Collateral Agent. B. Reference is hereby ma

Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Exchange Act.

EX-99.4 3 d856741dex994.htm EX-99.4 EXHIBIT 99.4 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common shares, no par value, of Li-Cycle Holdings Corp. (this “Agreement”), is being filed, and al

Joinder Agreement, dated May 1, 2022, by and between Li-Cycle Holdings Corp., Spring Creek Capital, LLC, and Wood River Capital, LLC

EX-99.2 2 d856741dex992.htm EX-99.2 Exhibit 99.2 JOINDER AGREEMENT This joinder agreement (this “Joinder”) is made as of May 1, 2022 by and among Li-Cycle Holdings Corp., a company existing under the laws of the Province of Ontario (the “Company”), Spring Creek Capital, LLC, a Delaware limited liability Company (the “Original Purchaser”) and Wood River Capital, LLC, a Delaware limited liability Co

LICY / Li-Cycle Holdings Corp. / Wood River Capital, LLC - SC 13D/A Activist Investment

SC 13D/A 1 d856741dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Li-Cycle Holdings Corp. (Name of Issuer) Common shares without par value (Title of Class of Securities) 50202P105 (CUSIP Number) Koch, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. Fazio (3

LICY / Li-Cycle Holdings Corp. / Johnston Timothy - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of incor

Li-Cycle Appoints Craig Cunningham as Chief Financial Officer Senior finance leader with deep public company, battery materials, and mining experience to lead financial initiatives in a permanent capacity

Exhibit 99.1 Li-Cycle Appoints Craig Cunningham as Chief Financial Officer Senior finance leader with deep public company, battery materials, and mining experience to lead financial initiatives in a permanent capacity TORONTO, Canada (July 18, 2024) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, is pleased to an

LICY / Li-Cycle Holdings Corp. / Johnston Timothy - SC 13D/A Activist Investment

SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 Li-Cycle Holdings C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 Li-Cycle Holdings Corp. (Exact name of registrant as specified in its charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of incor

Li-Cycle Holdings Corp. Common Shares

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration File No. 333-278010 PROSPECTUS SUPPLEMENT (To Prospectus dated March 29, 2024) Li-Cycle Holdings Corp. $75,000,000 Common Shares Li-Cycle Holdings Corp., an Ontario corporation (the “Company,” “Li-Cycle,” “we,” “us,” “our” or similar terms) has entered into an At Market Issuance Sales Agreement with B. Riley Securities, Inc. (“B. Rile

and B. Riley Securities, Inc. (incorporated by reference to Exhibit 1.1 from the Company’s Form 8-K (File No. 001-40733) filed with the SEC on June 28, 2024).**

Exhibit 1.1 Li-Cycle Holdings Corp. Common Shares At Market Issuance Sales Agreement June 28, 2024 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: Li-Cycle Holdings Corp., an Ontario corporation (the “Company”), confirms its agreement (this “Agreement”) with B. Riley Securities, Inc. (the “Agent”) as follows: 1.   Issuance and Sale of Shares. The Comp

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or Other Jur

Guarantee by Li-Cycle Holdings Corp. to Pike Conductor Dev 1, LLC (as Lessor) under Amended and Restated Ground Sublease Agreement (Warehouse), dated May 31, 2024.

EX-10.2 Exhibit 10.2 GUARANTY A&R Ground Sublease Agreement (Warehouse) May 31, 2024 In consideration of, and as an inducement to PIKE CONDUCTOR DEV I, LLC, a Delaware limited liability company (“Lessor”) to enter into that certain Amended and Restated Ground Sublease Agreement of even date herewith (the “Lease”) with LI-CYCLE NORTH AMERICA HUB, INC., a Delaware corporation (“Lessee”) for a certai

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Li-Cycle Holdings Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or Other Jurisdiction of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 Li-Cycle Holdings Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or Other Jurisdiction of Incorp

Li-Cycle Completes Share Consolidation

Exhibit 99.1 Li-Cycle Completes Share Consolidation TORONTO, Canada (June 3, 2024) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today announced that its previously announced consolidation (the “Share Consolidation”) of all of its issued and outstanding common shares (“Shares”) at a ratio of eight (8) pre-conso

Amended and Restated Ground Sublease Agreement (Warehouse), dated May 31, 2024, between Pike Conductor Dev 1, LLC (as Lessor) and Li-Cycle North America Hub, Inc. (as Lessee) (incorporated by reference to Exhibit 10.1

EX-10.1 Exhibit 10.1 Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. AMENDED AND RESTATED GROUND SUBLEASE AGREEMENT (WAREHOUSE) THIS AMENDED AND RESTATED GROUND SUBLEASE AGREEMENT (this “Lea

Certificate of Amendment of Li-Cycle Holdings Corp. received from Ministry of Public and Business Service Delivery (Ontario) on June 3, 2024.

Exhibit 3.1 Ministry of Public and Business Service Delivery Ministère des Services au public et aux entreprises Certificate of Amendment Certificat de modification Business Corporations Act Loi sur les sociétés par actions LI-CYCLE HOLDINGS CORP. Corporation Name / Dénomination sociale 5051214 Ontario Corporation Number / Numéro de société de l’Ontario This is to certify that these articles are e

Li-Cycle Provides Update on Annual General and Special Meeting Results Board of Directors Approves Share Consolidation on an 8-for-1 Ratio Board of Directors Announces Jacqueline Dedo as Li-Cycle’s Independent Board Chair

Exhibit 99.1 Li-Cycle Provides Update on Annual General and Special Meeting Results Board of Directors Approves Share Consolidation on an 8-for-1 Ratio Board of Directors Announces Jacqueline Dedo as Li-Cycle’s Independent Board Chair TORONTO, Canada (May 24, 2024) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company,

Regulation FD Disclosure, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or Other Jurisdiction of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy Statem

Separation Agreement, dated March 26, 2024, as amended April 26, 2024, by and between Li-Cycle Europe AG and Richard Storrie (incorporated by reference from Exhibit 10.2 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on May 15, 2024).**

Exhibit 10.2 Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. Termination Agreement dated as of March 26, 2024 (Revised April 26, 2024) by and between Li-Cycle Europe AG Neuhofstrasse 6, 6340

from the Company’s Form 8-K (File No. 001-40733) filed with the SEC on May 15, 2024), as amended by the Company’s Form 8-K/A (File No. 001-40733) filed with the SEC on June 5, 2024.**

Exhibit 10.1 Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. 207 Queen’s Quay West, Unit 590 Toronto, ON M5J 1A7, Canada Tel. 877 542 9253 • www.li-cycle.com March 26, 2024 (Revised April 29

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of incorpo

Executive Employment Agreement, dated March 26, 2024, by and between Li-Cycle Corp. and Conor Spollen.

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Li-Cycle Reports First Quarter 2024 Operational and Financial Results

Li-Cycle Reports First Quarter 2024 Operational and Financial Results Highlights •Continued to work closely with the U.

by and between Li-Cycle Corp. and Debbie Simpson.

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 00

NOTICE TO READER

NOTICE TO READER The Company previously qualified as a “foreign private issuer” under applicable U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No.1) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-40733 Li-Cy

NOTICE TO READER

NOTICE TO READER Li-Cycle Holdings Corp. ("Company") previously qualified as a “foreign private issuer” under applicable U.S. securities laws and on January 1, 2024, became subject to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to U.S. domestic issuers, including periodic disclosure requirements such as Forms 10-K, 10-Q, and 8-K, rather than the forms the

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

NOTICE TO READER

NOTICE TO READER Li-Cycle Holdings Corp. ("Company") previously qualified as a “foreign private issuer” under applicable U.S. securities laws and on January 1, 2024, became subject to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to U.S. domestic issuers, including periodic disclosure requirements such as Forms 10-K, 10-Q, and 8-K, rather than the forms the

NOTICE TO READER

NOTICE TO READER The Company previously qualified as a “foreign private issuer” under applicable U.

NOTICE TO READER

NOTICE TO READER Li-Cycle Holdings Corp. ("Company") previously qualified as a “foreign private issuer” under applicable U.S. securities laws and on January 1, 2024, became subject to the rules and regulations of the Securities and Exchange Commission (“SEC”) applicable to U.S. domestic issuers, including periodic disclosure requirements such as Forms 10-K, 10-Q, and 8-K, rather than the forms the

NOTICE TO READER

NOTICE TO READER The Company previously qualified as a “foreign private issuer” under applicable U.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box:  ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14 PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☐ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ Definitive Proxy Sta

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant  ☐ Check the appropriate box: ☒ Preliminary Proxy Statement  ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))  ☐ D

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 Li-Cycle Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

Letter from KPMG LLP to the Securities and Exchange Commission, dated April 2, 2024 (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on April 2, 2024).**

Exhibit 16.1 KPMG LLP Vaughan Metropolitan Centre 100 New Park Place Suite 1400 Vaughan, ON Canada L4K 0J3 Telephone (905) 265-5900 Fax (905) 265-6390 www.kpmg.ca April 2, 2024 Securities and Exchange Commission Washington, D.C. 20549 Ladies and Gentlemen: We are currently the independent registered public accounting firm of Li-Cycle Holdings Corp. and subsidiaries (the “Company”). On March 28, 20

Li-Cycle Holdings Corp. Secondary Offering of 80,833,273 Common Shares

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-267419 PROSPECTUS Li-Cycle Holdings Corp. Secondary Offering of 80,833,273 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 80,833,273 common shares (the “common s

Li-Cycle Holdings Corp. 207 Queens Quay West Suite 590, Toronto, ON, M5J 1A7

Li-Cycle Holdings Corp. 207 Queens Quay West Suite 590, Toronto, ON, M5J 1A7 Canada March 27, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Anuja Majmudar Re: Li-Cycle Holdings Corp. Registration Statement on Form S-3 Filed March 15, 2024 File No. 333-278010 Dear Ms. Majmudar: Reference is made

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

Li-Cycle Provides Organizational Structure Update Li-Cycle to transition from regional to centralized management model to increase efficiencies Li-Cycle expected to generate approximately $10 million in cost savings on an annualized basis through wor

Exhibit 99.1 Li-Cycle Provides Organizational Structure Update Li-Cycle to transition from regional to centralized management model to increase efficiencies Li-Cycle expected to generate approximately $10 million in cost savings on an annualized basis through workforce reduction TORONTO, Canada (March 26, 2024) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global

Canadian General Security Agreement, dated March 25, 2024, among the Company, Li-Cycle Corp., Li-Cycle Americas Corp. and Glencore Canada Corporation as Collateral Agent (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on March 25, 2024).**

EX-10.3 Exhibit 10.3 Canadian General Security Agreement between LI-CYCLE HOLDINGS CORP. and LI-CYCLE CORP. and LI-CYCLE AMERICAS CORP. and GLENCORE CANADA CORPORATION as Collateral Agent made March 25, 2024 TABLE OF CONTENTS Article 1 - Interpretation 1 1.01 Interpretation 1 1.02 Headings 4 1.03 Extended Meanings 4 Article 2 - Grant of Security Interest 4 2.01 Security Interest 4 2.02 Attachment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 Li-Cycle Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

Senior Secured Convertible Note dated March 25, 2024

EX-4.1 Exhibit 4.1 EXECUTION VERSION SENIOR SECURED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONV

Amended and Restated Convertible Note No. 1 dated March 25, 2024

Exhibit 4.3 EXECUTION VERSION AMENDED AND RESTATED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVE

Amended and Restated Note Purchase Agreement dated March 25, 2024 among the Company, Glencore Ltd., Glencore Canada Corporation and Glencore Canada Corporation as Collateral Agent (incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on March 25, 2024).**

EX-10.8 Exhibit 10.8 EXECUTION VERSION AMENDED AND RESTATED NOTE PURCHASE AGREEMENT This AMENDED AND RESTATED NOTE PURCHASE AGREEMENT (the “Agreement”), dated March 25, 2024, is being entered into by and among Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario with offices located at 207 Queen’s Quay West, Suite 590, Toronto, Ontario M5J 1A7 (the “Company

Canadian Pledge Agreement, dated March 25, 2024, among the Company, Li-Cycle Corp., Li-Cycle Americas Corp. and Glencore Canada Corporation as Collateral Agent (incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on March 25, 2024).**

EX-10.4 Exhibit 10.4 CANADIAN PLEDGE AGREEMENT THIS AGREEMENT is made as of March 25, 2024 BETWEEN Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario (together with all successors, whether by amalgamation or otherwise, the “Issuer”), - and - Li-Cycle Corp. and Li-Cycle Americas Corp., each a corporation incorporated under the laws of the Province of Ontar

Note Guaranty, dated March 25, 2024 among Li-Cycle Corp., Li-Cycle Americas Corp., Li-Cycle U.S. Inc., Li-Cycle Inc., Li-Cycle North America Hub, Inc. and Glencore Canada Corporation as Collateral Agent (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on March 25, 2024).**

EX-4.2 EXHIBIT 4.2 NOTE GUARANTY THIS NOTE GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Note Guaranty”) is entered into as of March 25, 2024, by and among Subsidiaries of the Issuer (as defined in the Note) from time to time party hereto as Note Guarantors (as defined in the Note) from time to time party hereto, and Gle

U.S. Pledge and Security Agreement, dated March 25, 2024, among Li-Cycle U.S. Inc., Li-Cycle Inc., Li-Cycle North America Hub, Inc. and Glencore Canada Corporation as Collateral Agent (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on March 25, 2024).**

EX-10.1 EXHIBIT 10.1 U.S. PLEDGE AND SECURITY AGREEMENT THIS U.S. PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of March 25, 2024, by and among LI-CYCLE U.S. INC., a Delaware corporation ( “Li-Cycle U.S.”), and each other U.S. Subsidiary of the Issuer (as defin

Amendment No. 3 to Convertible Note dated March 25, 2024 by and between Li-Cycle Holdings Corp. and Wood River Capital, LLC

EX-4.5 Exhibit 4.5 AMENDMENT NO. 3 TO CONVERTIBLE NOTE This AMENDMENT NO. 3 TO CONVERTIBLE NOTE is being entered into as of March 25, 2024 (this “Amendment”), by and between Li-Cycle Holdings Corp., a company existing under the laws of the Province of Ontario (the “Company”), and Wood River Capital, LLC, a Delaware limited liability company (the “Holder”). The Company and the Holder desire to amen

Side Letter, dated March 25, 2024, among the Company, Glencore Ltd., Glencore Canada Corporation and Glencore plc (incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on March 25, 2024).**

EX-10.6 Exhibit 10.6 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 March 25, 2024 Glencore plc Baarermattstrasse 3 Baar, CH-6340 Switzerland Glencore Ltd. 330 Madison Ave. New York, NY 10017 Glencore Canada Corporation 100 King Street West, Suite 6900 Toronto, ON, M5X 1E3 Re: Governance Letter Agreement (the “Agreement”) Ladies and Gentlemen: Reference is made to

Li-Cycle Closes $75 Million Strategic Investment from Glencore

EX-99.1 Exhibit 99.1 Li-Cycle Closes $75 Million Strategic Investment from Glencore TORONTO, Canada (March 25, 2024) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, is pleased to announce that an affiliate of Glencore plc (LON: GLEN) (“Glencore”), a leading producer, recycler, and marketer of nickel and cobalt fo

Indemnification Side Letter dated March 25, 2024 among the Company, Glencore Ltd. and Glencore Canada Corporation (incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on March 25, 2024).**

EX-10.9 Exhibit 10.9 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 March 25, 2024 Glencore Canada Corporation 100 King Street West, Suite 6900 Toronto, ON, M5X 1E3 Re: Amended and Restated Note Purchase Agreement – Canadian Withholding Tax Indemnity Dear Mesdames/Sirs: Reference is made to Section 15 (Canadian Withholding Tax Indemnity) of the Amended and Restate

Amended and Restated Registration Rights Agreement dated March 25, 2024 by and between Li-Cycle Holdings Corp. and Glencore Ltd.

EX-10.5 Exhibit 10.5 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) dated as of March 25, 2024 is by and between Li-Cycle Holdings Corp., an Ontario corporation (the “Company”), and Glencore Canada Corporation, an Ontario corporation having an address at 100 King Street West, Suite 6900, Toronto, ON, M5X 1E3 (the “Initi

North America Black Mass and Refined Products Allocation Agreement dated March 25, 2024 among the Company and certain of its affiliates, Traxys North America LLC and Glencore Ltd. (incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K (File No. 001-40733) filed with the SEC on March 25, 2024).**

EX-10.7 Exhibit 10.7 Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. NORTH AMERICA BLACK MASS & REFINED PRODUCTS ALLOCATION AGREEMENT THIS NORTH AMERICA BLACK MASS & REFINED PRODUCTS ALLOCAT

Amended and Restated Convertible Note No. 2 dated March 25, 2024

EX-4.4 Exhibit 4.4 EXECUTION VERSION AMENDED AND RESTATED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES AR

U.S. Stock Pledge Agreement dated March 25, 2024 by and between Li-Cycle Americas Corp. and Glencore Canada Corporation as Collateral Agent

EX-10.2 EXHIBIT 10.2 U.S. STOCK PLEDGE AGREEMENT THIS U.S. STOCK PLEDGE AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”) is entered into as of March 25, 2024, by and among LI-CYCLE AMERICAS CORP., an Ontario corporation (“Li-Cycle Americas”) and each other Subsidiary of the Issuer (as defined below) that

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 Li-Cycle Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

Page 1 of 9 Li-Cycle Provides Business Update, Following Announcement of $75 Million Investment from Glencore Conference Call and Webcast on Tuesday, March 19 at 8:15 a.m. Eastern Time to discuss business update and 2023 financial results Highlights

Page 1 of 9 Li-Cycle Provides Business Update, Following Announcement of $75 Million Investment from Glencore Conference Call and Webcast on Tuesday, March 19 at 8:15 a.

Executive Employment Agreement, dated as of March 31, 2023, by and between Li-Cycle Europe AG and Richard Storrie.

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Articles of Incorporation of the Company

Request ID: Province of Ontario Date Report Produced: Demande no: Province de l’Ontario Document produit le: Transaction ID: Ministry of Government Services Time Report Produced: Transaction no: Ministère des Services gouvernementaux Imprimé à: Category ID: Catégorie: Certificate of Incorporation Certificat de constitution This is to certify that Ceci certifie que Ontario Corporation No.

Power of Attorney.

Exhibit 24.2 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned director of Li-Cycle Holdings Corp., an Ontario corporation (the “Company”), which is to file with the Securities and Exchange Commission (the “SEC”) under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), a Post-Effective Amendment No. 1 (the “Post-Effective Amendment No. 1”)

Li-Cycle Holdings Corp. Executive Compensation Clawback Policy

Li-Cycle Holdings Corp. EXECUTIVE COMPENSATION CLAWBACK POLICY 1.Purpose. The purpose of this Policy is to set forth the circumstances under which Executive Officers of the Company will be required to repay or return certain Excess Awarded Compensation to members of the Company Group. The Company has adopted this Policy in accordance with the Clawback Rule and the Listing Rule and it is intended t

Joinder Agreement – Master Commercial Agreement, dated as of July 1, 2023, by and between Glencore Ltd., Li-Cycle Holdings Corp., Li-Cycle U.S. Inc., Li-Cycle Europe AG and Li-Cycle APAC PTE Ltd

JOINDER AGREEMENT – MASTER COMMERCIAL AGREEMENT THIS JOINDER AGREEMENT (the “Joinder Agreement”) dated as of July 1, 2023 (the “Effective Date”) is by and between: GLENCORE LTD.

Exhibit 21.1 to the Company’s annual report on Form 10-K (File No. 001-40733) filed with the SEC on

Exhibit 21.1 Subsidiaries of Li-Cycle Holdings Corp. Legal Name of Subsidiary Jurisdiction of Organization Li-Cycle Corp. Ontario, Canada Li-Cycle Europe AG Switzerland Li-Cycle APAC Pte. Ltd. Singapore Li-Cycle Americas Corp. Ontario, Canada Li-Cycle U.S. Inc. Delaware, U.S.A. Li-Cycle Inc. Delaware, U.S.A. Li-Cycle North America Hub, Inc. Delaware, U.S.A. Li-Cycle Norway AS Norway Li-Cycle Germa

Articles of Incorporation of the Company.

EX-3.1 Exhibit 3.1 Request ID:  025692825 Province of Ontario Date Report Produced: 2021/02/12 Demande no: Province de l’Ontario Document produit le: Transaction ID:  078185577 Ministry of Government Services Time Report Produced: 17:44:12 Transaction no: Ministère des Services gouvernementaux Imprimé à: Category ID:  CT Catégorie: Certificate of Incorporation Certificat de constitution This is to

Form of Indenture and the related Form of Senior Debt Security

EX-4.13 Exhibit 4.13 LI-CYCLE HOLDINGS CORP., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of     , 20 Debt Securities TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certifi

Li-Cycle Reports Full Year 2023 Results

Li-Cycle Reports Full Year 2023 Results Highlights •Reported full-year 2023 results in accordance with U.

Executive Employment Agreement, dated January 19, 2023, by and between Li-Cycle APAC Pte. Ltd. and Dawei Li (incorporated by reference to Exhibit 5.7 to the Company’s annual report on Form 10-K (File No. 001-40733) filed with the SEC on March 15, 2024).**

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

As filed with the Securities and Exchange Commission on March 15, 2024

Table of Contents As filed with the Securities and Exchange Commission on March 15, 2024 Registration No.

Executive Employment Agreement, dated November 18, 2022, by and between Li-Cycle Corp. and Christine Barwell (incorporated by reference to Exhibit 5.6 to the Company’s annual report on Form 10-K (File No. 001-40733) filed with the SEC on March 15, 2024).**

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 Li-Cycle Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

Assignment and Assumption Agreement dated as of July 1, 2023 by and between Li-Cycle Americas Corp. and Li-Cycle Inc. (as assigning parties) and Li-Cycle U.S. Inc. (as the assuming party), covering (a) Black Mass Sourcing Agreement, (b) Black Mass Off-take Agreement, (c) End Products Off-take Agreement, By-Products off-take Agreement

ASSIGNMENT AGREEMENT THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment Agreement”) dated as of July 1, 2023 (the “Effective Date”) is by and between: LI-CYCLE AMERICAS CORP.

Assignment and Assumption Agreement – Traxys Black Mass Agreement, dated as of July 1, 2023, by and between Li-Cycle Americas Corp. and Li-Cycle Inc. (as assigning parties) and Li-Cycle U.S. Inc. (as assuming party)

ASSIGNMENT AGREEMENT - TRAXYS BLACK MASS AGREEMENTS THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment Agreement”) dated as of July 1, 2023 (the “Effective Date”) is by and between: LI-CYCLE AMERICAS CORP.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to . Commission file number 001-40733 Li-Cyc

Executive Employment Agreement, dated as of December 6, 2021, by and between Li-Cycle Corp. and Debbie Simpson

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Articles of Incorporation of the Company.

EX-3.1 Exhibit 3.1 Request ID:  025692825 Province of Ontario Date Report Produced: 2021/02/12 Demande no: Province de l’Ontario Document produit le: Transaction ID:  078185577 Ministry of Government Services Time Report Produced: 17:44:12 Transaction no: Ministère des Services gouvernementaux Imprimé à: Category ID:  CT Catégorie: Certificate of Incorporation Certificat de constitution This is to

Filing Fees

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Li-Cycle Holdings Corp.

Assignment, Assumption & Joinder Agreement – Traxys Refined Products Agreement, dated as of July 1, 2023, by and between Li-Cycle Americas Corp. (as assigning party), Li-Cycle U.S. Inc. (as assuming party) and Li-Cycle North America Hub, Inc. (jointly and severally with assuming party)

ASSIGNMENT, ASSUMPTION & JOINDER AGREEMENT – TRAXYS REFINED PRODUCTS AGREEMENTS THIS ASSIGNMENT, ASSUMPTION AND JOINDER AGREEMENT (the “Assignment Agreement”) dated as of July 1, 2023 (the “Effective Date”) is by and between: LI-CYCLE AMERICAS CORP.

Power of Attorney.

EX-24.1 Exhibit 24.1 POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that I, the undersigned director of Li-Cycle Holdings Corp., an Ontario corporation (the “Company”), which is to file with the Securities and Exchange Commission (the “SEC”) under the provisions of the Securities Act of 1933, as amended (the “Securities Act”), a Post-Effective Amendment No. 1 (the “Post-Effective Amendment

As filed with the Securities and Exchange Commission on March 15, 2024

S-3 Table of Contents As filed with the Securities and Exchange Commission on March 15, 2024 Registration No.

Form of Li-Cycle Director and Officer Indemnification Agreement.

DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENT BETWEEN [Name of Director/Officer] AND LI-CYCLE HOLDINGS CORP.

Exhibit 4.2

Exhibit 4.2 DESCRIPTION OF SECURITIES General The following description of the material terms of our share capital includes a summary of certain provisions of our articles that became effective upon the closing of the Business Combination (the “articles”). This description is qualified in its entirety by reference to our articles which are incorporated by reference as exhibits to the annual report

Executive Employment Agreement, dated as of March 1, 2022, by and between Li-Cycle Corp. and Carl DeLuca

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

Joinder Agreement – Amended & Restated Global Feed Sourcing Agreement, dated as of July 1, 2023, by and between Glencore Ltd., Li-Cycle Holdings Corp., Li-Cycle U.S. Inc., Li-Cycle Europe AG and Li-Cycle APAC PTE Ltd

JOINDER AGREEMENT – AMENDED & RESTATED GLOBAL FEED SOURCING AGREEMENT THIS JOINDER AGREEMENT (the “Joinder Agreement”) dated as of July 1, 2023 (the “Effective Date”) is by and between: GLENCORE LTD.

Li-Cycle Rochester Warehouse Sublease Commencement Agreement dated as of July 27, 2023 between Pike Conductor DEV 1, LLC (as landlord) and Li-Cycle North America Hub, Inc. (as tenant)

LI-CYCLE ROCHESTER WAREHOUSE SUBLEASE COMMENCEMENT AGREEMENT This Sublease Commencement Agreement (this “Agreement”) is entered into between PIKE CONDUCTOR DEV 1, LLC (“Landlord”), and Li-Cycle North America Hub, Inc.

Executive Employment Agreement, dated March 1, 2022, by and between Li-Cycle Corp. and Chris Biederman (incorporated by reference to Exhibit 5.8 to the Company’s annual report on Form 10-K (File No. 001-40733) filed with the SEC on March 15, 2024).**

Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential.

LICY / Li-Cycle Holdings Corp. / Glencore plc - SC 13D/A Activist Investment

SC 13D/A 1 f20024075sc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934* (Amendment No. 2) 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, ON

JOINT FILING AGREEMENT

EX-99.1 2 ef20024075ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-1(k)(1) thereunder, the undersigned hereby agree to the joint filing on behalf of each of them of any filing required by such party under Section 13(d) of the Exchange Act or any rule or regulation ther

Form of Side Letter

Exhibit 10.7 Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, Ontario M5J 1A7 March [•], 2024 Glencore plc Baarermattstrasse 3 Baar, CH-6340 Switzerland Email: [•] Glencore Ltd. 330 Madison Ave. New York, NY 10017 Email: [•] Glencore Canada Corporation 100 King Street West, Suite 6900 Toronto, ON, M5X 1E3 Email: [•] Re: Governance Letter Agreement (the “Agreement”) Ladies and Gentl

Note Purchase Agreement, dated March 11, 2024, by and between Li-Cycle Holdings Corp., Glencore Ltd. and Glencore Canada Corporation

Exhibit 10.1 Execution Version NOTE PURCHASE AGREEMENT1 This NOTE PURCHASE AGREEMENT (the “Agreement”), dated March 11, 2024, is being entered into by and among Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario with offices located at 207 Queen’s Quay West, Suite 590, Toronto, Ontario M5J 1A7 (the “Company”), Glencore Ltd., a Swiss company having an addr

Form of Senior Secured Convertible Note

Exhibit 4.1 SENIOR SECURED CONVERTIBLE NOTE1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE MAY OCCUR ONLY I

Li-Cycle Announces $75 Million Strategic Investment from Glencore Builds upon existing long-term partnership and further demonstrates Glencore’s endorsement of Li-Cycle’s Spoke & Hub model, patented recycling technology, and development plans for the

Exhibit 99.1 Li-Cycle Announces $75 Million Strategic Investment from Glencore Builds upon existing long-term partnership and further demonstrates Glencore’s endorsement of Li-Cycle’s Spoke & Hub model, patented recycling technology, and development plans for the Rochester Hub, as part of Glencore’s ambition to bring more circularity to the battery materials space Agreement amends existing Glencor

Form of General Security Agreement

Exhibit 10.4 Canadian General Security Agreement between LI-CYCLE HOLDINGS CORP. and LI-CYCLE CORP. and LI-CYCLE AMERICAS CORP. and GLENCORE CANADA CORPORATION as Collateral Agent made •, 2024 TABLE OF CONTENTS Article 1 - Interpretation 1 1.01 Interpretation 1 1.02 Headings 4 1.03 Extended Meanings 4 Article 2 - Grant of Security Interest 4 2.01 Security Interest 4 2.02 Attachment of Security Int

Form of Pledge and Security Agreement

EXHIBIT 10.2 [FORM OF] U.S. PLEDGE AND SECURITY AGREEMENT THIS U.S. PLEDGE AND SECURITY AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Security Agreement”) is entered into as of March [•], 2024, by and among LI-CYCLE U.S. INC., a Delaware corporation ( “Li-Cycle U.S.”), and each other U.S. Subsidiary of the Issuer (as de

Amendment No. 1 to the Rights Agreement, dated as of March 11, 2024, by and between Li-Cycle Holdings Corp. and Continental Stock Transfer & Trust Company as rights agent.

Exhibit 4.4 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of March 11, 2024 (this “Amendment”), is made and entered into by and between Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Right

Amendment No. 1 to the Rights Agreement, dated as of March 11, 2024, by and between Li-Cycle Holdings Corp. and Continental Stock Transfer & Trust Company as rights agent

Exhibit 4.4 AMENDMENT NO. 1 TO RIGHTS AGREEMENT This AMENDMENT NO. 1 TO RIGHTS AGREEMENT, dated as of March 11, 2024 (this “Amendment”), is made and entered into by and between Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario (the “Company”), and Continental Stock Transfer & Trust Company, a federally chartered trust company, as Rights Agent (the “Right

Forms of Amended and Restated Glencore Convertible Notes

Exhibit 4.3 AMENDED AND RESTATED CONVERTIBLE NOTE NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. TRANSFER OF THESE SECURITIES AND THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE MAY OCCUR O

Form of Note Guaranty

EXHIBIT 4.2 [FORM OF] NOTE GUARANTY THIS NOTE GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Note Guaranty”) is entered into as of March [•], 2024, by and among Subsidiaries of the Issuer (as defined in the Note) from time to time party hereto as Note Guarantors (as defined in the Note) from time to time party hereto, and

Form of General Pledge Agreement

Exhibit 10.5 CANADIAN PLEDGE AGREEMENT THIS AGREEMENT is made as of [•], 2024 BETWEEN Li-Cycle Holdings Corp., a corporation incorporated under the laws of the Province of Ontario (together with all successors, whether by amalgamation or otherwise, the “Issuer”), - and - Li-Cycle Corp. and Li-Cycle Americas Corp., each a corporation incorporated under the laws of the Province of Ontario (collectiv

Form of North America Black Mass and Refined Products Allocation Agreement by and among Li-Cycle Holdings Corp. and certain of its affiliates, Traxys North America LLC and Glencore Ltd.

Exhibit 10.8 Confidential portions of this exhibit have been omitted because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. The redacted terms have been marked at the appropriate place with “[XXX]”. NORTH AMERICA BLACK MASS & REFINED PRODUCTS ALLOCATION AGREEMENT THIS NORTH AMERICA BLACK MASS & REFINED PRODUCTS ALLOCATION AGRE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 LI-CYCLE HOLDINGS CORP. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934 LI-CYCLE HOLDINGS CORP. (Exact Name of Registrant as Specified in its Charter) Ontario, Canada N/A (State of Incorporation or Organization) (IRS Employer Identification Number)

Form of Stock Pledge Agreement

EXHIBIT 10.3 [FORM OF] U.S. STOCK PLEDGE AGREEMENT THIS U.S. STOCK PLEDGE AGREEMENT (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Pledge Agreement”) is entered into as of March [•], 2024, by and among LI-CYCLE AMERICAS CORP., an Ontario corporation (“Li-Cycle Americas”) and each other Subsidiary of the Issuer (as defined below) t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 Li-Cycle Holdings

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 11, 2024 Li-Cycle Holdings Corp. (Exact Name of Registrant as Specified in Its Charter) Province of Ontario, Canada 001-40733 Not Applicable (State or other jurisdiction of inco

March 12, 2024 

Exhibit 99.2 March 12, 2024  Dear Shareholder, I am pleased to announce that, to strengthen its balance sheet, Li-Cycle Holdings Corp. (the “Company,” “Li-Cycle,” “we,” “our,” or “us”) has entered into an agreement to issue a senior secured convertible note in an aggregate principal amount of $75 million (the “Note” and such transaction, the “Financing”) to an affiliate of Glencore plc (LON: GLEN)

Form of Amended and Restated Registration Rights Agreement

Exhibit 10.6 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT1 This Amended and Restated Registration Rights Agreement (this “Agreement”) dated as of [•], 2024 is by and between Li-Cycle Holdings Corp., an Ontario corporation (the “Company”), and Glencore Canada Corporation, an Ontario corporation having an address at 100 King Street West, Suite 6900, Toronto, ON, M5X 1E3 (the “Holder”). WHEREAS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one):  ☒ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☐ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: December 31, 20

NT 10-K SEC FILE NUMBER: 001-40733 CUSIP NUMBER: 50202P105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

LICY / Li-Cycle Holdings Corp. / Covalis Capital Llp Passive Investment

SC 13G/A 1 covalis-licy123123a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Li-Cycle Holdings Corp. (Name of Issuer) Common shares, without par value (Title of Class of Securities) 50202P105 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023. Commission File Number 001-4

6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2023. Commission File Number 001-40733 LI-CYCLE HOLDINGS CORP. Li-Cycle Holdings Corp. 207 Queens Quay West, Suite 590 Toronto, ON M5J 1A7 (877) 542-9253 Indicate by check mark whe

Li-Cycle Receives Continued Listing Standard Notice from NYSE

Exhibit 99.1 Li-Cycle Receives Continued Listing Standard Notice from NYSE TORONTO, Ontario (December 29, 2023) – Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today announced that it has received written notice (the “Notice”) from the New York Stock Exchange (“NYSE”) indicating that the Company is not in complia

LICY / Li-Cycle Holdings Corp. / SPRING CREEK CAPITAL LLC - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D 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) Koch Industries, Inc. 4111 East 37th Street North Wichita, Kansas 67220 Attn: Raffaele G. Fazio (316) 828-8310 (Name, Ad

JOINT FILING AGREEMENT

EX-99.3 EXHIBIT 99.3 JOINT FILING AGREEMENT This will confirm the agreement by and among the undersigned that the Schedule 13D/A filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common shares, without par value, of Li-Cycle Holdings Corp. (this “Agreement”), is being filed, and all amendments thereto wi