UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
In accordance with the Glencore Consent and Waiver Agreement entered into on January 14, 2025 by and between Li-Cycle Holdings Corp. (the “Company”) and Glencore Canada Corporation (“Glencore”), as previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 16, 2025 (the “January 16, 2025 8-K”), on January 31, 2025, the Company amended and restated the senior secured convertible note issued and sold to Glencore on March 25, 2024 (the “Senior Secured Glencore Convertible Note”), the first amended and restated existing unsecured convertible note originally issued to Glencore Ltd. on May 31, 2022 (the “First A&R Glencore Convertible Note”) and the second amended and restated existing unsecured convertible note originally issued to Glencore Ltd. on May 31, 2022 (the “Second A&R Glencore Convertible Note” and together with the First A&R Glencore Convertible Note and the Senior Secured Glencore Convertible Note, the “Glencore Notes”). The Company also entered into an Amendment No. 1 to the Amended and Restated Note Purchase Agreement dated March 25, 2024 by and among the Company, Glencore and Glencore Ltd. (the “NPA Amendment”). Among other things, the amendments to the Glencore Notes and the NPA Amendment:
| • | Entitle the holders of the Glencore Notes (and any holders of warrants issued in accordance with the Glencore Notes) to equivalent pro rata distributions made to common shareholders; |
| • | Entitle any holders of warrants issued in accordance with the Glencore Notes to have the Company repurchase their warrants for cash upon a change of control, at the holder’s election, based on a Black-Scholes lite valuation; |
| • | Entitle holders of Glencore Notes (and any holders of warrants issued in accordance with the Glencore Notes) to an economic anti-dilution adjustment, in addition to modification of the conversion or exchange price, as applicable, in the event of a reverse stock split or similar share combination; |
| • | Add provisions to the Glencore Notes (and the warrants issued in accordance with the Glencore Notes) that specify conversion or exchange price adjustments, as applicable, in connection with the future issuance by the Company of additional common shares of the Company (the “Common Shares”) or instruments exchangeable or convertible into Common Shares; |
| • | Add provisions to the Glencore Notes (and the warrants issued in accordance with the Glencore Notes) that provide for compensation in the event that the Company fails to timely deliver Common Shares upon conversion of the Glencore Notes or exercise of the related warrants, as applicable; and |
| • | Remove contractual transfer restrictions on the warrants issued in accordance with the Glencore Notes and the Common Shares underlying such warrants. |
The information disclosed in Item 1.01 of the January 16, 2025 8-K is incorporated by reference into this Item 1.01.
The foregoing description of the Amended and Restated Senior Secured Glencore Convertible Note, the First A&R Glencore Convertible Note, the Second A&R Glencore Convertible Note and the NPA Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended and Restated Senior Secured Glencore Convertible Note, the First A&R Glencore Convertible Note, the Second A&R Glencore Convertible Note and the NPA Amendment, copies of which are filed as Exhibits 4.1, 4.2, 4.3 and 10.1, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information in Item 1.01 of the Report is incorporated by reference herein to this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| † | Schedules to this exhibit have been omitted pursuant to Item 601(a)(5) of Registration S-K. The Company hereby agrees to furnish a copy of any omitted schedules to the SEC upon request. |
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.
| LI-CYCLE HOLDINGS CORP. | ||
| By: | /s/ Ajay Kochhar | |
| Name: | Ajay Kochhar | |
| Title: | President & CEO and Director | |
Date: January 31, 2025