Li-Cycle Holdings Corp美股招股说明书(2025-01-15版)

The information in this preliminary prospectus supplement is not complete and may be changed. This preliminaryprospectus supplement and the accompanying prospectus are part of an effective registration statement filed with theSecurities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectusare not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction wherethe offer or sale is not permitted. PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated March 29, 2024) Subject to Completion, dated January 15, 2025. Li-Cycle Holdings Corp. Units, with each Unit consisting of:One Common ShareOne Series A Warrant to Purchase One Common ShareOne Series B Warrant to Purchase One Common Share Pre-Funded Units, with each Pre-Funded Unit consisting of:One Pre-Funded Warrant to Purchase One Common ShareOne Series A Warrant to Purchase One Common ShareOne Series B Warrant to Purchase One Common Share Common Shares Underlying the Pre-Funded WarrantsCommon Shares Underlying the Series A WarrantsCommon Shares Underlying the Series B Warrants Li-Cycle Holdings Corp., an Ontario corporation (the “Company,” “Li-Cycle,” “we,” “us,” “our” or similar terms) isofferingunits (the “Units”), with each Unit consisting of: (i) one common share, without par value, of theCompany (each, a “common share”); (ii) one Series A Warrant to purchase one common share (each, a “Series AWarrant”); and (iii) one Series B Warrant to purchase one common share (each, a “Series B Warrant” and, togetherwith the Series A Warrants, collectively, the “Warrants”). Each Series A Warrant is exercisable at an exercise priceof $per common share. Each Series B Warrant is exercisable at an exercise price of $per commonshare, subject to certain anti-dilution and share combination event protections. The Series A Warrants will be immediately exercisable and will expire on the eight-month anniversary of the initial date of issuance and the SeriesB Warrants will be immediately exercisable and will expire on the five-year anniversary of the initial date ofissuance. See “Description of Securities We Are Offering.” We are offering each Unit at a public offering price of $per Unit. We are also offering the opportunity to purchase, if the purchaser so chooses and in lieu of Units,pre-fundedunits (the “Pre-Funded Units”) to purchasers whose purchase of Units in this offering would otherwise result in thepurchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at theelection of the purchaser, 9.99%) of our common shares immediately following the consummation of this offering.Each Pre-Funded Unit consists of: (i) one pre-funded warrant exercisable for one common share (each, a “Pre-Funded Warrant”); (ii) one Series A Warrant; and (iii) one Series B Warrant. We are offering each Pre-Funded Unitat a public offering price of $(equal to the price per Unit minus $0.00001), and the exercise price of eachPre-Funded Warrant included in the Pre-Funded Units will be $0.00001 per common share. The Pre-FundedWarrants will be immediately exercisable and may be exercised at any time until all of the Pre-Funded Warrants areexercised in full. The common shares and Pre-Funded Warrants, and the accompanying Warrants, as the case may be, can only bepurchased together in this offering but will be issued separately and will be immediately separable upon issuance.The Units and Pre-Funded Units have no stand-alone rights and will not be certificated or issued as stand-alonesecurities. Pursuant to the registration statement related to this prospectus supplement, we are also registering thecommon shares issuable upon exercise of the Warrants and the Pre-Funded Warrants included in the Units and Pre-Funded Units offered hereby. The Series B Warrants will contain a reset of the exercise price to a price equal to the lesser of (i) the then applicableexercise price and (ii) the lowest volume weighted average price (“VWAP”) during the period commencing fivetrading days immediately preceding and the five trading days commencing on the date we effect a reverse stock splitin the future. Additionally, the Series B Warrants will provide for an adjustment to the exercise price upon ourissuance of common shares or common share equivalents at a price per share that is less than the then applicableexercise price of the Series B Warrants, subject to certain exceptions. Any reduction to the exercise price of the Series B Warrants will be subject to a floor price. The floor price shall beequal to $(50% of the public offering price for the Units sold in this offering).We intend to use the proceedsfrom this offering for working capital and other general corporate purposes. See “Use of Proceeds.” Our common shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “LICY.” OnJanuary 14, 2025, the last reported sale price of our common shares was $1.