UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
LI-CYCLE HOLDINGS CORP.
(Name of Issuer)
Common Shares without par value
(Title of Class of Securities)
50202P105
(CUSIP Number)
December 31, 2022
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to
designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☒ Rule 13d-1(c)
☐ Rule 13d-1(d)
| * |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
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).
CUSIP NO. 50202P105
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| 1. |
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Names of Reporting Persons
MOORE CAPITAL MANAGEMENT, LP |
| 2. |
|
Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☒ |
| 3. |
|
SEC Use Only
|
| 4. |
|
Citizenship or Place of
Organization
DELAWARE |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
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5. |
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Sole Voting Power
667,868 |
| |
6. |
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Shared Voting Power
0 |
| |
7. |
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Sole Dispositive Power
667,868 |
| |
8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
667,868 |
| 10. |
|
Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
|
Percent of
Class Represented By Amount in Row (9) 0.4% |
| 12. |
|
Type of Reporting Person
(See Instructions) PN; IA |
CUSIP NO. 50202P105
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| 1. |
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Names of Reporting Persons
MMF LT, LLC |
| 2. |
|
Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☒ |
| 3. |
|
SEC Use Only
|
| 4. |
|
Citizenship or Place of
Organization
DELAWARE |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
|
5. |
|
Sole Voting Power
667,868 |
| |
6. |
|
Shared Voting Power
0 |
| |
7. |
|
Sole Dispositive Power
667,868 |
| |
8. |
|
Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
667,868 |
| 10. |
|
Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of
Class Represented By Amount in Row (9) 0.4% |
| 12. |
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Type of Reporting Person
(See Instructions) OO |
CUSIP NO. 50202P105
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| 1. |
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Names of Reporting Persons
MOORE GLOBAL INVESTMENTS, LLC |
| 2. |
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Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☒ |
| 3. |
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SEC Use Only
|
| 4. |
|
Citizenship or Place of
Organization
DELAWARE |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
|
5. |
|
Sole Voting Power
667,868 |
| |
6. |
|
Shared Voting Power
0 |
| |
7. |
|
Sole Dispositive Power
667,868 |
| |
8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
667,868 |
| 10. |
|
Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
|
Percent of
Class Represented By Amount in Row (9) 0.4% |
| 12. |
|
Type of Reporting Person
(See Instructions) OO |
CUSIP NO. 50202P105
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| 1. |
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Names of Reporting Persons
MOORE CAPITAL ADVISORS, L.L.C. |
| 2. |
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Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☒ |
| 3. |
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SEC Use Only
|
| 4. |
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Citizenship or Place of
Organization
DELAWARE |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
|
5. |
|
Sole Voting Power
667,868 |
| |
6. |
|
Shared Voting Power
0 |
| |
7. |
|
Sole Dispositive Power
667,868 |
| |
8. |
|
Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
667,868 |
| 10. |
|
Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of
Class Represented By Amount in Row (9) 0.4% |
| 12. |
|
Type of Reporting Person
(See Instructions) OO |
CUSIP NO. 50202P105
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| 1. |
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Names of Reporting Persons
MOORE STRATEGIC VENTURES, LLC |
| 2. |
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Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☒ |
| 3. |
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SEC Use Only
|
| 4. |
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Citizenship or Place of
Organization
DELAWARE |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
|
5. |
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Sole Voting Power
7,805,398 |
| |
6. |
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Shared Voting Power
0 |
| |
7. |
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Sole Dispositive Power
7,805,398 |
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8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,805,398 |
| 10. |
|
Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of
Class Represented By Amount in Row (9) 4.4% |
| 12. |
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Type of Reporting Person
(See Instructions) OO |
CUSIP NO. 50202P105
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| 1. |
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Names of Reporting Persons
KENDALL CAPITAL MARKETS, LLC |
| 2. |
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Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☒ |
| 3. |
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SEC Use Only
|
| 4. |
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Citizenship or Place of
Organization
DELAWARE |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
|
5. |
|
Sole Voting Power
7,805,398 |
| |
6. |
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Shared Voting Power
0 |
| |
7. |
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Sole Dispositive Power
7,805,398 |
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8. |
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Shared Dispositive Power
0 |
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| 9. |
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,805,398 |
| 10. |
|
Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
|
Percent of
Class Represented By Amount in Row (9) 4.4% |
| 12. |
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Type of Reporting Person
(See Instructions) OO |
CUSIP NO. 50202P105
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| 1. |
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Names of Reporting Persons
LOUIS M. BACON |
| 2. |
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Check the Appropriate Box
If a Member of a Group (See Instructions)
a. ☐ b. ☒ |
| 3. |
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SEC Use Only
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| 4. |
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Citizenship or Place of
Organization UNITED
STATES |
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| Number of
Shares Beneficially
Owned By Each
Reporting Person
With |
|
5. |
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Sole Voting Power
8,473,266 |
| |
6. |
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Shared Voting Power
0 |
| |
7. |
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Sole Dispositive Power
8,473,266 |
| |
8. |
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Shared Dispositive Power
0 |
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| 9. |
|
Aggregate Amount Beneficially Owned by Each Reporting Person
8,473,266 |
| 10. |
|
Check Box If the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ |
| 11. |
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Percent of
Class Represented By Amount in Row (9) 4.8% |
| 12. |
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Type of Reporting Person
(See Instructions) IN |
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| Item 1(a). |
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Name of Issuer: |
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Li-Cycle Holdings Corp. (the “Issuer”). |
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| Item 1(b). |
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Address of the Issuer’s Principal Executive Offices: |
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c/o Peridot Acquisition Corp. |
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2229 San Felipe Street, Suite 1450 |
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Houston, TX 77019 |
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| Item 2(a). |
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Name of Person Filing |
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This statement is being filed by (1) Moore Capital Management, LP, a Delaware limited partnership (“MCM”), (2) MMF LT, LLC, a Delaware limited liability company (“MMF”), (3) Moore Global Investments, LLC, a
Delaware limited liability company (“MGI”), (4) Moore Capital Advisors, L.L.C., a Delaware limited liability company (“MCA”), (5) Moore Strategic Ventures, LLC, a Delaware limited liability company (“MSV”), (6) Kendall
Capital Markets, LLC, a Delaware limited liability company (“KCM”) and (7) Louis M. Bacon (“Mr. Bacon”), a United States citizen, in his capacity as chairman, chief executive officer and director of
MCM. MCM, the investment manager of MMF, has voting and investment control over the shares held by MMF. MGI and MCA are the sole owners of MMF. Mr. Bacon controls the general partner of MCM, is the chairman and director of
MCA, and is the indirect majority owner of MMF. KCM, the investment manager of MSV, has voting and investment control over the shares held by MSV. Louis M. Bacon controls KCM and may be deemed the beneficial owner of the shares
held by MSV. Each of MCM, MMF, MGI, MCA, MSV, KCM and Mr. Bacon, in the capacities set forth above, may be deemed to be the beneficial owner of Shares (as defined below), as applicable. |
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| Item 2(b). |
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Address of Principal Business Office or, if None, Residence: |
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The principal business office of each of MCM, MMF, MGI, MCA, MSV, KCM and Mr. Bacon is located at 11 Times Square, 39th Floor, New York, New York 10036. |
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| Item 2(c). |
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Citizenship: |
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i) MCM is a Delaware limited partnership; |
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ii) MMF is a Delaware limited liability company;
iii) MGI is a Delaware limited liability company;
iv) MCA is a Delaware limited liability company; |
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v) MSV is a Delaware limited liability company; |
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vi) KCM is a Delaware limited liability company; |
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vii) Mr. Bacon is a United States citizen. |
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| Item 2(d). |
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Title of Class of Securities: |
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Common Shares without par value (the “Shares”). |
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| Item 2(e). |
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CUSIP Number: |
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50202P105 |
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| Item 3. |
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If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: |
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This Item 3 is not applicable. |
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| Item 4. |
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Ownership: |
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| Item 4(a). |
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Amount Beneficially Owned: |
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As of the date hereof, each of MCM, MGI, MCA, MMF and Mr. Bacon may be deemed to be the beneficial owner of 667,868 Shares held by MMF and each of MSV, KCM and Mr. Bacon may be deemed to be the beneficial owner
of 7,805,398 Shares held by MSV. |
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| Item 4(b). |
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Percent of Class: |
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According to the Issuer’s Form 20-F filed with the Securities and Exchange Commission on February 6, 2023, the number of Shares outstanding as of October 31, 2022
was 175,956,545. As of the date hereof, each of MCM, MGI, MCA and MMF may be deemed to be the beneficial owner of approximately 0.4% of the total number of Shares outstanding, MSV and KCM may be deemed to be the beneficial owner of approximately
4.4% of the total number of Shares outstanding, and Mr. Bacon may be deemed to be the beneficial owner of approximately 4.8% of the total number of Shares outstanding. |
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| Item 4(c). |
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Number of shares as to which such person has: |
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MCM |
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(i) |
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Sole power to vote or direct the vote |
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667,868 |
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(ii) |
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Shared power to vote or to direct the vote |
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0 |
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(iii) |
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Sole power to dispose or to direct the disposition of |
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667,868 |
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(iv) |
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Shared power to dispose or to direct the disposition of |
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0 |
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MMF |
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(i) |
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Sole power to vote or direct the vote |
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667,868 |
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(ii) |
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Shared power to vote or to direct the vote |
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0 |
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(iii) |
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Sole power to dispose or to direct the disposition of |
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667,868 |
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(iv) |
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Shared power to dispose or to direct the disposition of |
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0 |
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MGI |
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(i) |
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Sole power to vote or direct the vote |
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667,868 |
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(ii) |
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Shared power to vote or to direct the vote |
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0 |
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(iii) |
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Sole power to dispose or to direct the disposition of |
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667,868 |
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(iv) |
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Shared power to dispose or to direct the disposition of |
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0 |
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MCA |
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(i) |
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Sole power to vote or direct the vote |
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667,868 |
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(ii) |
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Shared power to vote or to direct the vote |
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0 |
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(iii) |
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Sole power to dispose or to direct the disposition of |
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667,868 |
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(iv) |
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Shared power to dispose or to direct the disposition of |
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0 |
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MSV |
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(i) |
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Sole power to vote or direct the vote |
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7,805,398 |
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(ii) |
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Shared power to vote or to direct the vote |
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0 |
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(iii) |
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Sole power to dispose or to direct the disposition of |
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7,805,398 |
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(iv) |
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Shared power to dispose or to direct the disposition of |
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0 |
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KCM |
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(i) |
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Sole power to vote or direct the vote |
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7,805,398 |
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(ii) |
|
Shared power to vote or to direct the vote |
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0 |
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(iii) |
|
Sole power to dispose or to direct the disposition of |
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7,805,398 |
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(iv) |
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Shared power to dispose or to direct the disposition of |
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0 |
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Mr. Bacon |
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(i) |
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Sole power to vote or direct the vote |
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8,473,266 |
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(ii) |
|
Shared power to vote or to direct the vote |
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0 |
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(iii) |
|
Sole power to dispose or to direct the disposition of |
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8,473,266 |
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(iv) |
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Shared power to dispose or to direct the disposition of |
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0 |
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| Item 5. |
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Ownership of Five Percent or Less of a Class: |
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If this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial owners of more than five percent of the class of securities, check the
following ☒. |
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| Item 6. |
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Ownership of More than Five Percent on Behalf of Another Person: |
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This Item 6 is not applicable. |
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| Item 7. |
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company: |
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This Item 7 is not applicable. |
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| Item 8. |
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Identification and Classification of Members of the Group: |
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This Item 8 is not applicable. |
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| Item 9. |
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Notice of Dissolution of Group: |
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This Item 9 is not applicable. |
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| Item 10. |
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Certification: |
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By signing below each of the Reporting Persons certifies that, to the best of such person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. |
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
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| Date: February 14, 2023 |
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MOORE CAPITAL MANAGEMENT, LP |
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By: |
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/s/ James E. Kaye |
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James E. Kaye |
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Vice President |
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| Date: February 14, 2023 |
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MMF LT, LLC |
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By: |
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/s/ James E. Kaye |
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James E. Kaye |
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Vice President |
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| Date: February 14, 2023 |
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MOORE GLOBAL INVESTMENTS, LLC |
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By: Moore Capital Management, LP |
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By: |
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/s/ James E. Kaye |
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James E. Kaye |
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Vice President |
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| Date: February 14, 2023 |
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MOORE CAPITAL ADVISORS, L.L.C. |
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By: |
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/s/ James E. Kaye |
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James E. Kaye |
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Vice President |
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| Date: February 14, 2023 |
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MOORE STRATEGIC VENTURES, LLC |
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By: |
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/s/ James E. Kaye |
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James E. Kaye |
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Vice President |
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| Date: February 14, 2023 |
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KENDALL CAPITAL MARKETS, LLC |
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By: |
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/s/ James E. Kaye |
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James E. Kaye |
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Attorney-in-Fact |
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| Date: February 14, 2023 |
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LOUIS M. BACON |
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By: |
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/s/ James E. Kaye |
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James E. Kaye |
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Attorney-in-Fact |
EXHIBIT INDEX
|
|
|
| A. |
|
Joint Filing Agreement, dated as of February 14, 2023, by and among Moore Capital Management, LP, MMF LT, LLC, Moore Global Investments, LLC, Moore Capital Advisors, L.L.C., Moore Strategic Ventures, LLC, Kendall Capital
Markets, LLC and Louis M. Bacon |
|
|
| B. |
|
Power of Attorney, dated as of February 10, 2022, granted by Louis M. Bacon in favor James E. Kaye and James Danza |
Peridot Acquisition (NYSE:PDAC)
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