LICY Li Cycle Holdings Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13D/A

(Amendment No. 2)

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Li-Cycle Holdings Corp.

(Name of Issuer)

Common Shares without par value

(Title of Class of Securities)

50202P105

(CUSIP Number)

Timothy Johnston

Keperra Holdings Limited

c/o Barry L. Fischer

55 East Monroe Street, 37th Floor

Chicago, IL 60603

(312) 580-2201

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

July 9, 2024

(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: ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

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).

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This Amendment No. 2 (this “Amendment”) amends and supplements (i) that certain statement on Schedule 13D, which was filed on August 16, 2021 (the “Original Statement”) with the Securities and Exchange Commission (the “SEC”) jointly by (1) Timothy Johnston, (2) Keperra Holdings Limited, a corporation organized under the laws of the Province of Ontario, Canada and successor to Keperra Holdings Ltd., a Guernsey corporation (“Keperra Holdings”), which was previously controlled by Mr. Johnston through Artemis Nominees Limited (“Artemis Nominees”), which previously held legal title to 100 shares of Keperra Holdings as nominee and trustee for Mr. Johnston, and (3) Artemis Nominees, a corporation organized under the laws of Guernsey, which was a nominee of and trustee for Mr. Johnston (together, the “Previous Reporting Persons”), and relates to the common shares, without par value (the “Common Shares”), of Li-Cycle Holdings Corp. (the “Issuer”), as amended by (ii) that certain statement on Schedule 13D/A, which was filed on May 22, 2023 (the “Previous Amendment”) with the SEC jointly by (1) Timothy Johnston, and (ii) Keperra Holdings (the Original Statement, as amended by the Previous Amendment, the “Amended Statement”).

The principal executive office of the Issuer is located at 207 Queens Quay West, Suite 590, Toronto, ON M5J 1A7. Information contained in the Amended Statement remains effective except to the extent that it is amended, restated, supplemented or superseded by information contained in this Amendment.

Item 4(c) of the Amended Statement are amended and restated to read as follows:

(c) The principal executive office of the Issuer is located at 207 Queens Quay West, Suite 590, Toronto, ON M5J 1A7. The principal business of Keperra Holdings is investment. Mr. Johnston is the sole shareholder of Keperra Holdings.

Mr. Johnson had served as the Executive Chairman and as a director of the Issuer. As described in the Issuer’s Forms 8-K dated March 26, 2024 and May 8, 2024 and the Issuer’s Form 8-K/A dated May 8, 2024 (collectively, the “Departure Forms 8-K”) and the Severance Agreement by and between the Issuer and Timothy Johnston incorporated as Exhibit 10.1 to the Form 8-K dated May 8, 2024 (the “Severance Agreement”), Timothy Johnston ceased serving as the Executive Chairman of the Issuer as of March 26, 2024, but continued to work for the Issuer in a non-executive role, which role ceased on May 31, 2024.

In addition, as disclosed in the Issuer’s Form 8-K dated May 15, 2024, Mr. Johnston notified the Chair of the Nominating and Governance Committee of the board of directors of the Issuer (the “Board”) and the other members of the Board of Mr. Johnston’s intention to resign as a director of the Company in connection with the conclusion of his employment, subject to Mr. Johnston’s valid re-election as a director of the Issuer at the Issuer’s 2024 annual and special meeting of stockholders, which occurred on May 23, 2024.

On May 31, 2024, Mr. Johnston’s employment with the issuer ceased pursuant to the Severance Agreement, and on that day Mr. Johnston resigned as a director of the Board.

The information contained in Item 4 of the Amended Statement is hereby amended and supplemented by adding the following information:

This Amendment is being filed in connection with the Reporting Persons’ July 9, 2024 agreement with Canaccord Genuity LLC (“Canaccord”) to sell on the open market, on behalf of the Reporting Persons, up to 1,380,895 shares of Common Shares of the Issuer currently held by the Reporting Persons in an indeterminate number of sales and at an indeterminate sale price per share of Common Share (each as negotiated pursuant to the agreement between the Reporting Persons and Canaccord) (the “Sale Transactions”) in order to effectuate such sales in an orderly manner on the New York Stock Exchange (the “NYSE”). The Reporting Persons entered into the Sales Transactions in part to satisfy certain tax obligations related to the Reporting Persons’ ownership of the Common Shares, and Mr. Johnston’s desire to become more diversified in the Reporting Persons’ investments as Mr. Johnston pursues other business endeavors.

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Items 5(a), 5(b) and 5(c) of the Amended Statement are amended and restated to read as follows:

(a) As of July 11, 2024, Mr. Johnston may be deemed to beneficially own an aggregate of 1,381,207 Common Shares of the Issuer, representing approximately 6.1% of the outstanding Common Shares, consisting of (1) 50,312 Common Shares directly owned by Mr. Johnston, which excludes RSUs that would have vested after May 31, 2024 (the effective date of Mr. Johnston’s separation from the Issuer as a member of the Board), as pursuant to their terms all unvested RSUs will be forfeited on that date, (2) 1,330,895 Common Shares directly owned by Keperra Holdings. In addition, Mr. Johnston has vested options to acquire 32,943 Common Shares which remain outstanding. As of July 11, 2024, Keperra Holdings was the record owner of 1,330,895 Common Shares and may be deemed to beneficially own an aggregate of 1,330,895 Common Shares, representing approximately 5.9% of the outstanding Common Shares.

(b) As of July 11, 2024, Mr. Johnston has:

As of July 11, 2024, Keperra Holdings has:

(c) Except as otherwise described in Item 3, Item 4 and Item 6 and elsewhere in the Amended Statement, and the Sales Transactions set forth below, by Canaccord, no transactions in the Common Shares of the Issuer were effected by the Reporting Persons during the past 60 days:

The Reporting Persons undertake to provide upon request by the staff of the SEC full information regarding the number of shares sold at each separate price for the Sale Transactions reported in this Item 5(c).

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Item 6 of the Original Statement is hereby amended by adding the following:

Sale Transactions

On July 9, 2024, the Reporting Persons entered ento an agreement with Canaccord for the Sale Transactions.

The information set forth in Item 3 and Item 4 of the Amended Statement, as amended hereby, is incorporated by reference herein.

Item 7 of the Amended Statement is hereby amended and restated to read as follows:

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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.

Date: July 11, 2024

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