[SCHEDULE 13D/A] Li-Cycle Holdings Corp. SEC Filing

Rhea-AI Filing Summary

Li-Cycle Holdings Corp. (LICY) Amendment No. 11 reports completion of restructuring steps in August 2025 that materially change its capital structure and ownership. Court orders in Canada (CCAA) on August 1, 2025 and recognition by the U.S. Bankruptcy Court on August 4, 2025 approved the EAPA, the related transaction and a Credit Bid. On the Closing Date, August 7, 2025, a Collateral Release and Note Direction Agreement was entered, Glencore Canada directed a $30,867,124 reduction in the principal of Second A&R Convertible Note No. 1, leaving a principal balance of $93,192,007.32 (excluding accrued interest). As of that date Glencore-affiliated reporting persons may be deemed to beneficially own 74,587,088 Common Shares, representing approximately 62.6% of the issued Common Shares. The filing also discloses the resignation of Mr. Kunal Sinha from the Issuer’s board and an Exhibit (Collateral Release and Note Direction Agreement) filed as Exhibit 99.17.

Positive

• Restructuring approved by courts: CCAA order dated August 1, 2025 and U.S. Bankruptcy Court recognition on August 4, 2025 approved the EAPA, EAPA Transaction and Credit Bid.
• Debt reduction: Principal of Second A&R Convertible Note No. 1 reduced by $30,867,124, leaving a principal balance of $93,192,007.32 (excluding accrued interest).
• Definitive agreement filed: Collateral Release and Note Direction Agreement executed on August 7, 2025 and filed as Exhibit 99.17, documenting the transaction mechanics.

Negative

• Concentrated ownership: Glencore-affiliated reporting persons may beneficially own 74,587,088 Common Shares, representing approximately 62.6% of outstanding shares, resulting in effective control by a single economic group.
• Board change: Mr. Kunal Sinha resigned from the Issuer’s board on the Closing Date, reducing current board continuity.
• Conversion dilution: Issuance of shares upon conversion of Glencore-held notes materially increases outstanding shares attributable to Glencore, diluting existing public holders.

Insights

M&A/Restructuring Specialist

TL;DR: Court-approved restructuring and debt-to-equity effects completed, leaving Glencore with a controlling stake and reduced outstanding note principal.

The amendment confirms judicial approval of the EAPA and related Credit Bid and the execution of a Collateral Release and Note Direction Agreement on August 7, 2025. The agreement reduced the principal of a key convertible note by $30.9 million, which materially alters the issuer’s secured debt profile. The conversion mechanics produce a combined Glencore-related stake of 74,587,088 shares, about 62.6% of shares outstanding, representing a de facto change in control that will affect governance and strategic options. This is a material, company-level restructuring event with immediate balance sheet and ownership implications.

Corporate Governance Expert

TL;DR: Glencore’s majority economic/ voting position and a director resignation create significant governance and minority-shareholder consequences.

The filing discloses that Glencore-affiliated entities may beneficially own roughly 62.6% of outstanding common shares following conversion rights and awards, and that Mr. Kunal Sinha resigned from the board on the Closing Date. A >50% holder can effectively control board composition and corporate actions, which materially changes governance dynamics. The presence of a formal Collateral Release and Note Direction Agreement and an attached exhibit provides documentation of the mechanics but also underscores reduced independence for minority holders.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)

Li-Cycle Holdings Corp.

(Name of Issuer)

Common Shares without par value

(Title of Class of Securities)

50202P105

(CUSIP Number)

Peter Wright
Glencore Canada Corporation, 100 King Street West, Suite 6900
Toronto, A6, M5X 1E3
(416) 775-1500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/07/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 50202P105

1

Name of reporting person

Glencore plc

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

JERSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 74,587,088.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 74,587,088.00

11

Aggregate amount beneficially owned by each reporting person

74,587,088.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.6 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

For rows 8, 10, and 11, represents the amount beneficially owned by Glencore Canada Corporation, which is a wholly-owned indirect subsidiary of Glencore plc. For row 13, see comment regarding row 13 to Glencore Canada Corporation's cover page of this Amendment No. 11.

SCHEDULE 13D

CUSIP No. 50202P105

1

Name of reporting person

Glencore International AG

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

AF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

SWITZERLAND

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 74,587,088.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 74,587,088.00

11

Aggregate amount beneficially owned by each reporting person

74,587,088.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.6 %

14

Type of Reporting Person (See Instructions)

CO, HC

Comment for Type of Reporting Person:

For rows 8, 10, and 11, represents the amount beneficially owned by Glencore Canada Corporation, which is a wholly-owned indirect subsidiary of Glencore International AG. For row 13, see comment regarding row 13 to Glencore Canada Corporation's cover page of this Amendment No. 11.

SCHEDULE 13D

CUSIP No. 50202P105

1

Name of reporting person

Glencore Canada Corporation

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

WC, OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 74,587,088.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 74,587,088.00

11

Aggregate amount beneficially owned by each reporting person

74,587,088.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

62.6 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

For rows 8, 10, and 11, assuming all applicable regulatory conditions have been satisfied, represents 74,579,665 Common Shares of Li-Cycle Holdings Corp (the "Issuer") that are issuable to Glencore Canada Corporation upon conversion of all of the outstanding secured and unsecured notes of the Issuer held by Glencore Canada Corporation, subject to adjustment and including accrued but unpaid interest through August 7, 2025, plus 7,423 Common Shares of the Issuer previously awarded to Mr. Kunal Sinha under the Issuer's 2021 Incentive Award Plan. For row 13, percent of Common Shares calculated based on 44,541,690 Common Shares of the Issuer outstanding as of March 18, 2025 (such outstanding shares based on information provided in the Issuer's Form 10-K for the year ended December 31, 2024), plus the number of Common Shares of the Issuer that are issuable to Glencore Canada Corporation as described in the preceding sentence. See Item 5 of this Amendment No. 11 for more information.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Shares without par value
(b)	Name of Issuer: Li-Cycle Holdings Corp.
(c)	Address of Issuer's Principal Executive Offices: 207 Queens Quay West, Suite 590, Toronto, ONTARIO, CANADA , M5J 1A7.
Item 1 Comment: EXPLANATORY NOTE This Amendment No. 11 (this "Amendment No. 11") is being filed by the undersigned to amend and supplement the Schedule 13D originally filed with the U.S. Securities and Exchange Commission (the "SEC") on September 23, 2022 (as amended, from time to time, the "Schedule 13D") relating to the common shares, without par value (the "Common Shares"), of Li-Cycle Holdings Corp. (the "Issuer"). Capitalized terms used herein and not otherwise defined have the respective meanings ascribed to them in the Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 11 is hereby incorporated herein by reference.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby supplemented as follows: Pursuant to an order of the CCAA Court dated August 1, 2025, which was recognized by an order of the United States Bankruptcy Court for the Southern District of New York dated August 4, 2025 in the Chapter 15 Proceeding, among other things, the EAPA (as amended), the EAPA Transaction and the Credit Bid were approved. In connection therewith, on August 7, 2025 (the "Closing Date"), the Issuer, Glencore Canada Corporation, Glencore International AG, and other subsidiaries of the Issuer entered into the Collateral Release and Note Direction Agreement (the "Collateral Release and Note Direction Agreement"), pursuant to which and as contemplated by the EAPA (as amended), the EAPA Transaction and the Credit Bid, Glencore Canada Corporation directed the Company to, among other things, reduce the principal amount of the Second A&R Convertible Note No. 1 by $30,867,124. As a result, the principal amount of Second A&R Convertible Note No. 1 is $93,192,007.32 as of the date hereof, excluding accrued but unpaid interest. Additionally, on the Closing Date, Mr. Sinha resigned from the board of directors of the Issuer.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Amendment No. 11, as of August 7, 2025, are incorporated herein by reference. As of such date, assuming all applicable regulatory conditions have been satisfied, the Reporting Persons may be deemed to have shared power to vote, direct the vote, dispose of or direct the disposition of (and therefore beneficially own), an aggregate of 74,579,665 Common Shares issuable upon the conversion of the Glencore Notes directly owned by Glencore Canada Corporation, including accrued but unpaid interest through August 7, 2025, plus 7,423 Common Shares previously awarded to Mr. Kunal Sinha under the Issuer's 2021 Incentive Award Plan. This amount of Common Shares represents approximately 62.6% of the outstanding Common Shares and is calculated based on 44,541,690 Common Shares of the Issuer outstanding as of as of March 18, 2025 (such outstanding shares based on information provided in the Issuer's Form 10-K for the year ended December 31, 2024), plus the 74,579,665 Common Shares of the Issuer issuable to Glencore Canada Corporation upon conversion of the Glencore Notes directly owned by Glencore Canada Corporation including accrued but unpaid interest through August 7, 2025. Mr. Sinha is the Global Head of Recycling at the Glencore group and holds the securities reported herein for the benefit of the Reporting Persons, and will, after vesting, if applicable, transfer the securities directly to the Reporting Persons.
(b)	Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 5(a) of this Amendment No. 11 is hereby incorporated herein by reference.
(c)	Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: Except as otherwise disclosed in this Amendment No. 11 and the Schedule 13D, none of the Reporting Persons nor, to the Reporting Persons' knowledge, any of the Schedule I Persons, has effected any transaction during the past 60 days in, any Common Shares.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 4 of this Amendment No. 11 is hereby incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Item 7 of the Schedule 13D is hereby amended and supplemented as follows: Exhibit 99.17 Collateral Release and Note Direction Agreement (attached hereto).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Glencore plc

Signature:	/s/ John Burton
Name/Title:	John Burton/Company Secretary
Date:	08/08/2025

Glencore International AG

Signature:	/s/ John Burton
Name/Title:	John Burton/Attorney-in-fact
Date:	08/08/2025

Glencore Canada Corporation

Signature:	/s/ John Burton
Name/Title:	John Burton/Attorney-in-fact
Date:	08/08/2025

FAQ

What did Glencore report in the Li-Cycle (LICY) Schedule 13D/A Amendment No. 11?

The filing reports court approval of the EAPA and related transactions, execution of a Collateral Release and Note Direction Agreement on August 7, 2025, a $30,867,124 principal reduction on a convertible note, and Glencore-affiliated ownership of 74,587,088 shares (~62.6%).

How much was the Second A&R Convertible Note No. 1 reduced by and what is the remaining principal?

The principal was reduced by $30,867,124, leaving a principal balance of $93,192,007.32 as of the Closing Date (excluding accrued but unpaid interest).

What percentage of Li-Cycle does Glencore-affiliated ownership represent after the amendment?

The reporting persons may be deemed to beneficially own 74,587,088 Common Shares, representing approximately 62.6% of Common Shares based on the calculation included in the filing.

Were there any board changes disclosed in this filing for Li-Cycle?

Yes. The filing states that Mr. Kunal Sinha resigned from the Issuer’s board on the Closing Date, August 7, 2025.

Is there an exhibit that documents the agreement referenced in the amendment?

Yes. The Collateral Release and Note Direction Agreement is filed as Exhibit 99.17 to this Amendment No. 11.