Li-Cycle (LICY) 8-KLi-Cycle Closes $75 Million Strategic Investment from Glencore

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)

207 Queens Quay West, Suite 590, Toronto, ON M5J IA7, Canada

(Address of principal executive offices, including zip code)

(877) 542-9253

(Registrant’s telephone number, including area code)

Not Applicable.

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

As previously disclosed in the Current Report on Form 8-K of Li-Cycle Holdings Corp. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on March 12, 2024 (the “Initial 8-K”), on March 11, 2024, the Company entered into a Note Purchase Agreement (the “Note Purchase Agreement”) with Glencore Ltd. (“Glencore Intermediate”), and Glencore Canada Corporation (“Glencore”, and together with Glencore Intermediate, the “Glencore Parties”), pursuant to which the Company agreed to issue and sell a senior secured convertible note (the “Senior Secured Convertible Note”) in an aggregate principal amount of $75,000,000 (the “Transaction”), in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Note Purchase Agreement was amended and restated on March 25, 2024 (the “Amended and Restated Note Purchase Agreement”) in order to provide for potential partial transfers of the Senior Secured Convertible Note.

The closing of the Transaction occurred on March 25, 2024 and the following documents related to the issuance of the Senior Secured Convertible Note were entered into on such date:

In connection with the closing of the Transaction, on March 25, 2024, Glencore and the Company entered into (i) an amended and restated registration rights agreement substantially on the same terms as the existing Registration Rights Agreement between the Company and Glencore Intermediate, dated as of May 31, 2022 (the “Amended and Restated Registration Rights Agreement”) and (ii) an amendment and restatement of the terms of the unsecured convertible note issued by the Company to Glencore Intermediate on May 31, 2022, including additional unsecured convertible notes issued in satisfaction of the interest due and paid in kind on such unsecured convertible note (the “Existing Glencore Convertible Note”), in two tranches (and such resulting two tranches of the amended and restated unsecured convertible note, the “A&R Glencore Convertible Notes”).

In addition, on March 25, 2024, the Glencore Parties, Glencore plc and the Company entered into a side letter agreement (the “Side Letter”). As previously disclosed, the Side Letter grants Glencore certain board and nomination rights, and sets forth Glencore’s commitment to certain standstill provisions. The Side Letter also terminates the Amended and Restated Standstill Agreement, dated May 31, 2022, among the Company, Glencore Intermediate and Glencore plc.

Further, the Glencore Parties and the Company entered into a side letter agreement on March 25, 2024 with respect to certain tax indemnification matters (the “Indemnification Side Letter”). Under the Indemnification Side Letter, the Glencore Parties and the Company agree to certain procedural and interpretive matters with respect to the provision in the Amended and Restated Note Purchase Agreement concerning the indemnification of the Company by each holder of the Senior Secured Convertible Note and the A&R Glencore Convertible Notes who is not a resident of Canada under the Income Tax Act (Canada) with respect to any tax liabilities payable by the Company in connection with the conversion or redemption of the Senior Secured Convertible Note and the A&R Glencore Convertible Notes, as applicable.

The Company and certain of its affiliates (Li-Cycle U.S. Inc., Li-Cycle Inc. and Li-Cycle North America Hub, Inc.), Traxys North America LLC and Glencore Intermediate also entered into a North America Black Mass and Refined Products Allocation Agreement dated March 25, 2024 (the “Allocation Agreement”).

On March 25, 2024, the Company and Wood River Capital, LLC (“Koch”) entered into an Amendment No. 3 (the “Koch Note Amendment No. 3”) to the existing Convertible Note dated as of September 29, 2021, issued to Koch and as amended and supplemented from time to time (the “Koch Note”) pursuant to which the Koch Note was amended to include penalty interest upon an event of default consistent with the penalty interest provision of the Senior Secured Convertible Note and to remove the floor and ceiling from the definition of SOFR in the Koch Note.

The information disclosed in Item 1.01 of the Initial 8-K is incorporated by reference into this Item 1.01.

The foregoing descriptions of the Amended and Restated Note Purchase Agreement, the Senior Secured Convertible Note, the Note Guaranty, the U.S. Pledge and Security Agreement, the U.S. Stock Pledge Agreement, the Canadian General Security Agreement, the Canadian Pledge Agreement, the A&R Glencore Convertible Notes, the Amended and Restated Registration Rights Agreement, the Side Letter, the Indemnification Side Letter, the Allocation Agreement and the Koch Note Amendment No. 3 are qualified in their entirety by reference to the full text of the Senior Secured Convertible Note, the Note Guaranty, the U.S. Pledge and Security Agreement, the U.S. Stock Pledge Agreement, the Canadian General Security Agreement, the Canadian Pledge Agreement, the A&R Glencore Convertible Notes, the Amended and Restated Registration Rights Agreement, the Side Letter, the Allocation Agreement and Koch Note Amendment No. 3, copies of which are filed as Exhibits 10.8, 4.1, 4.2, 4.3, 4.4, 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.9, 10.7 and 4.5 hereto, respectively, and are in each case incorporated by reference herein.

On March 25, 2024, the Company issued a press release announcing the closing of the Transaction. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and is incorporated by reference herein.

The information under this Item 7.01, including Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act.

The following Exhibits are filed as part of this Report.

(d) Exhibits:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: March 25, 2024