SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*


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)
03/14/2025
(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/A
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)
3SEC 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: 84,404,412.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 84,404,412.00
11 Aggregate amount beneficially owned by each reporting person

84,404,412.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

66.7 %
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. 9.


SCHEDULE 13D/A
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)
3SEC 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: 84,404,412.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 84,404,412.00
11 Aggregate amount beneficially owned by each reporting person

84,404,412.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

66.7 %
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. 9.


SCHEDULE 13D/A
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)
3SEC 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

ONTARIO, CANADA
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 0.00
8 Shared Voting Power: 84,404,412.00
9 Sole Dispositive Power: 0.00
10 Shared Dispositive Power: 84,404,412.00
11 Aggregate amount beneficially owned by each reporting person

84,404,412.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

66.7 %
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 84,396,989 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 March 13, 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 42,163,821 Common Shares of the Issuer outstanding as of January 30, 2025 (such outstanding shares based on information provided to the Reporting Persons by the Issuer), plus the number of Common Shares of the Issuer that are issuable to Glencore Canada Corporation as described in in the preceding sentence. See Item 5 of this Amendment No. 9 for more information.



SCHEDULE 13D/A

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: This Amendment No. 9 (this "Amendment No. 9") 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 shall have the respective meanings ascribed to them in the Schedule 13D.
Item 2.Identity and Background
(a)
Item 2(a) of the Schedule 13D is hereby amended and supplemented as follows: The name, citizenship, occupation and principal business address of each director and executive officer of the Reporting Persons as of March 14, 2025 are listed in Schedule I of Exhibit 99.9 hereto (the "Schedule I Persons"), which Schedule I is incorporated herein by reference. As of the date of this Amendment No. 9, other than as set out in Schedule II of Exhibit 99.9 hereto, during the last five years, none of the Reporting Persons, or, to the Reporting Persons' knowledge, any of the Schedule I Persons, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(b)
Item 2(b) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 2(a) of this Amendment No. 9 is hereby incorporated herein by reference.
(c)
Item 2(c) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 2(a) of this Amendment No. 9 is hereby incorporated herein by reference.
(d)
Item 2(d) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 2(a) of this Amendment No. 9 is hereby incorporated herein by reference.
(e)
Item 2(e) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 2(a) of this Amendment No. 9 is hereby incorporated herein by reference.
(f)
Item 2(f) of the Schedule 13D is hereby amended and supplemented as follows: The information set forth in Item 2(a) of this Amendment No. 9 is hereby incorporated herein by reference.
Item 4.Purpose of Transaction
 
Item 4 of the Schedule 13D is hereby supplemented as follows: The Reporting Persons are currently in discussions with members of the Issuer's management, board of directors, and special committee, and other stakeholders, regarding matters relating to the business, affairs and operations of the Issuer and/or its subsidiaries and various potential strategic alternatives relating thereto, including interest by the Reporting Persons in exploring a potential transaction involving the acquisition of the Issuer and/or substantially all of its business. See Letter dated March 14, 2025 from Glencore Canada Corporation to the Issuer attached as Exhibit 99.14 hereto. In connection with these ongoing discussions, the Issuer has granted the Reporting Persons a waiver from any restrictions on the Reporting Persons arising under Section 3(b) of the Governance Letter Agreement with respect to the Reporting Persons submitting a proposal, or engaging or negotiating with the Special Committee of the Board of Directors of the Issuer, in connection with any Schedule 13e-3 transaction, other going private transaction, or other acquisition of the remaining voting securities of the Issuer that are not already beneficially owned by the Reporting Persons and their affiliates (whether by merger, share purchase or otherwise). The Reporting Persons is considering, and may propose or suggest additional actions that could result in, among other things, any one or more of the actions described in subsections (a) through (j) of Item 4 of Schedule 13D. As previously disclosed by the Issuer, Glencore Canada Corporation granted a temporary waiver to the Issuer from, among other things, certain minimum market capitalization requirements and listing requirements under the terms of the Glencore Notes, subject to the terms and conditions of the waiver. See Waiver from Glencore Canada Corporation to the Issuer attached as Exhibit 99.15 hereto. Each Reporting Person reserves the right to change its plans and intentions, at any time, as it deems appropriate.
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. 9, as of March 14, 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 84,396,989 Common Shares issuable upon the conversion of the Glencore Notes directly owned by Glencore Canada Corporation, including accrued but unpaid interest through March 13, 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 66.7% of the outstanding Common Shares and is calculated based on 42,163,821 Common Shares of the Issuer outstanding as of as of January 30, 2025 (such outstanding shares based on information provided to the Reporting Persons by the Issuer), plus the 84,396,989 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 March 13, 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. 9 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. 9 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. 9 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 99.9 Schedules I and II (attached hereto) Exhibit 99.14 Letter dated March 14, 2025 from Glencore Canada Corporation to the Issuer (attached hereto) Exhibit 99.15 Waiver from Glencore Canada Corporation to the Issuer (incorporated by reference to Exhibit 4.1 of the Issuer's Form 8-K filed with the SEC on February 27, 2025).

    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:03/14/2025
 
Glencore International AG
 Signature:/s/ John Burton
 Name/Title:John Burton/Attorney-in-fact
 Date:03/14/2025
 
Glencore Canada Corporation
 Signature:/s/ John Burton
 Name/Title:John Burton/Attorney-in-fact
 Date:03/14/2025
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 or officer’s principal employer is Glencore plc or one of its subsidiaries, the business address is Baarermattstrasse 3, CH-6340, Baar, Switzerland. To the best knowledge of the Reporting Persons, none of the persons listed below beneficially owns any Common Shares.
 
Directors of Glencore plc:
      
       
Name
Principal Occupation
Business Address
Citizenship
Gary Nagle,
Director
Chief Executive Officer
of Glencore plc
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
South Africa
Kalidas Madhavpeddi,
Non-Executive Chairman
Director
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
USA
John Wallington,
Non-Executive Director
Director
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
South Africa
Martin Gilbert,
Non-Executive Director
Director
c/o Glencore UK Ltd.
18 Hanover Square
London W1S 1JY
United Kingdom
United Kingdom
Cynthia Carroll,
Non-Executive Director
Director
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
USA
Gill Marcus,
Senior Independent Director
Director
c/o Glencore South Africa (Pty) Ltd.
3rd Floor, Worley Parsons Building
39 Melrose Boulevard
Melrose Arch
Melrose North 2196
South Africa
South Africa
Liz Hewitt,
Non-Executive Director
Director
c/o Glencore UK Ltd.
18 Hanover Square
London W1S 1JY
United Kingdom
United Kingdom
María Margarita Zuleta
Non-Executive Director
Director
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
Colombia

Executive Officers of
Glencore plc:
      
       
Name
Principal Occupation
Business Address
Citizenship
Gary Nagle
Chief Executive Officer
of Glencore plc
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
South Africa
Steven Kalmin
Chief Financial Officer
of Glencore plc
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
Australia
John Burton
Company Secretary
of Glencore plc
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
United Kingdom

Directors and Executive
Officers of Glencore
International AG:
      
       
Name
Principal Occupation
Business Address
Citizenship
Gary Nagle,
Member of the Board of Directors
Chief Executive Officer
of Glencore plc
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
South Africa
Steven Kalmin,
Member of the Board of Directors
Chief Financial Officer
of Glencore plc
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
Australia
John Burton,
Member of Board of Directors
Company Secretary
of Glencore plc
c/o Glencore International AG
Baarermattstrasse 3
CH-6340 Baar
Switzerland
United Kingdom

Each director of Glencore International AG is also an executive officer of the company.

2
Directors and Executive
Officers of Glencore
Canada Corporation:
      
       
Name
Principal
Occupation
Business Address
Citizenship
Michael Boone,
Director
Finance at Glencore Canada
c/o Glencore Canada Corporation, 100, King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada
Canada
Peter Wright,
Director
VP Legal at Glencore Canada
c/o Glencore Canada Corporation, 100, King Street West, Suite 6900, Toronto, ON, M5X 1E3, Canada
Canada

3
SCHEDULE II
 
On May 24, 2022, in an agreement with the Department of Justice (“DOJ”), subject to final approval by the Court, Glencore International AG, a wholly-owned subsidiary of Glencore plc, agreed to $428,521,173 in fines and $272,185,792 in forfeiture and disgorgement and pled guilty in the Southern District of New York to one count of conspiracy to violate the US Foreign Corrupt Practices Act related to past actions in certain overseas jurisdictions. Glencore International AG agreed to pay $262,590,214 to the United States, with up to $136,236,140 to be credited against the resolution with UK authorities and up to $29,694,819 to be credited against any potential resolution with Swiss authorities, both in connection with investigations into related conduct. The DOJ resolution provided for forfeiture of $181,457,195 and credited Glencore International AG for $90,728,597 in disgorgement to the Commodity Futures Trading Commission (“CFTC”). The DOJ agreement provides for the appointment of an independent compliance monitor for a period of three years to assess and monitor Glencore International AG’s compliance with the terms of the agreement and evaluate the effectiveness of its compliance program and internal controls.
 
On May 24, 2022, in a separate agreement with the DOJ, Glencore AG agreed to a fine of $341,221,682 and forfeiture of $144,417,203 and pled guilty in the District of Connecticut to one count of conspiracy to commit commodity price manipulation related to past market conduct in certain US fuel oil markets. Of this amount, $242,819,443 will be credited against the resolution with the CFTC. The DOJ agreement provides for the appointment of an independent compliance monitor for a period of three years to assess and monitor Glencore AG’s compliance with the agreement and evaluate the effectiveness of its compliance program and internal controls.
 
On May 24, 2022, Glencore International AG, Glencore AG and Chemoil Corporation (a wholly-owned subsidiary of Glencore plc) reached a separate agreement to resolve an investigation by the CFTC in relation to civil violations of the Commodity Exchange Act and CFTC regulations, in connection with past market conduct in certain US fuel oil markets as well as past corrupt practices in certain overseas jurisdictions. The companies agreed to pay $333,548,040 in civil penalties and disgorgement to the CFTC, with the $852,797,810 balance of the penalty to the CFTC being offset against penalties imposed by other authorities.
 
On May 24, 2022, Glencore further agreed to pay $39,598,367 under a resolution signed with the Brazilian Federal Prosecutor’s Office in connection with its bribery investigation.
 
On June 21, 2022, Glencore Energy UK Limited (a wholly-owned subsidiary of Glencore plc) pled guilty in Southwark Crown Court to five counts of bribery and two counts of failure to prevent bribery under the UK Bribery Act 2010. On November 3, 2022, Glencore Energy UK Limited was sentenced to pay a financial penalty and costs of GBP 280,965,092.95.
 
On August 5, 2024, the Office of the Attorney General of Switzerland (“OAG”) announced that it has closed its criminal investigation against Glencore International with a summary penalty order and an abandonment order. The summary penalty order holds Glencore International criminally liable for failing to have taken all necessary and reasonable organizational measures to prevent the bribery of a Congolese public official by a business partner in 2011 in connection with the acquisition from the state-owned mining company by that business partner of minority stakes in two mining companies in the Democratic Republic of the Congo. The OAG stated in the summary penalty order that it did not identify that any Glencore employees had any knowledge of the bribery by the business partner, nor did Glencore benefit financially from the conduct of the business partner. Glencore International has been sentenced to a fine of CHF 2 million and the OAG imposed a compensation claim in the amount of US$150 million in respect of the estimated benefit obtained by the business partner. Glencore has cooperated fully with the investigation by the OAG and taken significant measures to enhance its compliance programme, particularly since 2016, both of which were taken into account as mitigating factors in setting the amount of the fine. The parallel investigation by the Dutch Prosecution Service has also been concluded, and the case was dismissed following the resolution of the Swiss investigation. Glencore does not admit the findings of the OAG, but in the interests of resolving this matter has agreed not to appeal the summary penalty order.
 

4
Exhibit 99.14

 

HIGHLY CONFIDENTIAL
 
March 14, 2025
 
Jacqueline Dedo
Independent Board Chair
Li-Cycle Holdings Corp. (the “Company”)
207 Queens Quay West, Suite 590
Toronto, Ontario M5J 1A7

Dear Ms. Dedo,
 
As discussed with the Company and certain of its advisors, Glencore Canada Corporation (“Glencore”, “we”, “our” and “us”) is interested in exploring a potential transaction involving the acquisition of the Company and/or substantially all of its business (the “Potential Transaction”). We believe that such a Potential Transaction could maximize the value of the business and enable the Company to address the issues impacting its operations and capital structure.  Accordingly, we are committed to  working as expeditiously as possible in order to align on the structure and terms of such a Potential Transaction, subject to the following:
 

 1.
Diligence. As promptly as practicable following the date hereof, the Company shall provide all necessary diligence information requested by Glencore. In particular, we are focused on understanding the change of control clauses that would be impacted by the Potential Transaction and the renegotiation of certain contractual arrangements with commercial counterparties.  Our entry into definitive documents regarding a Potential Transaction is subject to the completion to our satisfaction of our due diligence of the Company.
 

 2.
Approvals and Conditions. Any Potential Transaction would be subject to, among other things: (a) receipt of all necessary authorizations, consents, orders, and regulatory approvals; (b) execution of a satisfactory definitive agreement and related documentation; (c) the Company commencing an immediate effort to preserve cash to avoid further worsening the Company’s already strained liquidity; and (d) agreement by all requisite stakeholders of the Company to a right-sizing of the Company’s capital structure in a manner satisfactory to Glencore, including the extinguishment of all outstanding warrants.
 

 3.
Advisors. We have engaged Weil, Gotshal & Manges LLP as our legal counsel and are prepared to engage additional financial, accounting, and other due diligence support and advisors as necessary to assist us in expediting our review process.
 

 4.
Confidentiality. We are submitting this letter with the understanding that neither the Company nor any of its representatives or affiliates will disclose to any persons the terms of this letter or the fact that any due diligence, discussions or negotiations are taking place concerning a Potential Transaction, other than to directors, officers, employees, and representatives of the Company who are informed of the confidential nature of this letter and the subject matter hereof and who agree to keep such information confidential.
 
This letter is a non-binding indication of our interest only and does not constitute an offer or agreement either with respect to the Company or a Potential Transaction nor does it create any legally binding obligation on any party. No party will have any legally binding obligation with respect to any Potential Transaction unless and until they have duly executed and delivered definitive agreements related to such Potential Transaction.
 
Please note that the rights of Glencore under each of the Amended and Restated Senior Secured Convertible Note dated as of January 31, 2025, the Amended and Restated Convertible Note No. 1 dated as of January 31, 2025 and the Amended and Restated Convertible Note No. 2 dated as of January 31, 2025, in each case, together with any payment-in-kind notes issued thereunder (collectively, the “Notes”), issued by the Company pursuant to the applicable note purchase agreements, and applicable law or otherwise are expressly reserved in all respects.
 
It is our strong preference to work together expeditiously to come to agreement with respect to a Potential Transaction, which you can then present promptly to your shareholders. To this end, we would like to commence discussions among the Company, Glencore and the Company’s other stakeholders regarding the Potential Transaction as soon as possible.  We look forward to speaking with you regarding a strategic transaction and next steps.
 
Should you have any queries on this letter, please contact Kunal Sinha.
 
Yours sincerely,

/s/ Adam Luckie
Name: Adam Luckie
Title: Authorized Signatory
On behalf of Glencore Canada Corporation

cc: Andrea M. Basham; 
      Allison R. Liff; 
      Eoghan Keenan; 
      David Avery-Gee;
      Matt Barr;
      Chase Bentley
 

2