LICY Li Cycle Holdings Corp

As filed with the Securities and Exchange Commission on August 19, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

LI-CYCLE HOLDINGS CORP.

(Exact name of registrant as specified in its charter)

Li-Cycle Holdings Corp. 2021 Incentive Award Plan

(Full title of plan)

Ajay Kochhar

207 Queens Quay West, Suite 590

Toronto, ON M5J 1A7

(877) 542-9253

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This registration statement on Form S-8 (the “Registration Statement”) contains two parts, Part I and Part II. The first part contains a “reoffer prospectus” (the “Reoffer Prospectus”) prepared in accordance with Part I of Form S-3 (in accordance with Instruction C of the General Instructions of Form S-8). This Reoffer Prospectus may be used for reoffers and resales on a continuous or delayed basis of up to 1,520,082 common shares (the “Shares”) of Li-Cycle Holdings Corp. (the “Company,” “us,” “we,” or the “Registrant”) under the Li-Cycle Holdings Corp. 2021 Incentive Award Plan (the “Plan”) that may be deemed to be “restricted securities” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and the rules and regulations promulgated thereunder, by certain stockholders that are our current and former employees (including officers), consultants, and advisors (the “Selling Securityholders”) for their own accounts. As specified in General Instruction C of Form S-8, the amount of securities to be reoffered or resold under the Reoffer Prospectus by each Selling Securityholder and any other person with whom he or she is acting in concert for the purpose of selling the Registrant’s securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

The second part contains information required to be set forth in the Registration Statement pursuant to General Instruction E of Form S-8. The Registration Statement is also being filed in order to register an additional 1,613,111 Shares under the Plan, pursuant to the evergreen provision included therein as well as 100,628 Shares issuable upon the exercise of outstanding options governed by the Plan. These securities relate to the Plan and are of the same class as those securities registered on the Registrant’s registration statement on Form S-8 previously filed with the Securities and Exchange Commission (the “SEC”) on December 9, 2021 (Registration No. 333-261568), which is hereby incorporated by reference, except to the extent supplemented, amended or superseded by information set forth in this Registration Statement.

REOFFER PROSPECTUS

Li-Cycle Holdings Corp.

1,520,082 Common Shares

This prospectus relates to 1,520,082 common shares (the “Shares”) of Li-Cycle Holdings Corp. (the “Company,” “us,” “we,” or the “Registrant”) under the Li-Cycle Holdings Corp. 2021 Incentive Award Plan (the “Plan”), which may be offered and sold from time to time by certain shareholders who are our current or former employees (including officers), consultants and advisors (the “Selling Securityholders”), for their own accounts. The Shares will be or were acquired by the Selling Securityholders under the Plan.

Our Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “LICY.” On August 13, 2024, the closing price of the Shares on NYSE was $2.59 per share.

The Shares may be offered from time to time by any or all of the Selling Securityholders through a number of different ways and at varying prices, including sales in the open market, sales in negotiated transactions and sales by a combination of these methods. The Selling Securityholders may sell any, all or none of the Shares and we do not know when or in what amount the Selling Securityholders may sell their Shares, if they were to sell any, following the effective date of this registration statement. The price at which any of the Shares may be sold, and the commissions, if any, paid in connection with any such sale, are unknown and may vary from transaction to transaction. See “Plan of Distribution.” Sales may be made through brokers or to dealers, who are expected to receive customary commissions or discounts. We are paying all expenses of registration incurred in connection with this offering but the Selling Securityholders will pay all brokerage commissions and other selling expenses. We will not receive any of the proceeds from sales of the Shares by any of the Selling Securityholders.

The Selling Securityholders and participating brokers and dealers may be deemed to be “underwriters” within the meaning of the Securities Act, in which event any profit on the sale of Shares of those Selling Securityholders and any commissions or discounts received by those brokers or dealers may be deemed to be underwriting compensation under the Securities Act. If underwriters or dealers are used to sell the Shares, we will name them and describe their compensation in a prospectus supplement.

As specified in General Instruction C of Form S-8, the amount of securities to be reoffered or resold under the prospectus by each Selling Securityholder and any other person with whom he or she is acting in concert for the purpose of selling the Registrant’s securities, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

INVESTING IN OUR SHARES INVOLVES RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 3 OF THIS PROSPECTUS FOR A DISCUSSION OF CERTAIN RISKS AND OTHER FACTORS THAT YOU SHOULD CONSIDER BEFORE PURCHASING OUR SHARES.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is August 19, 2024.

TABLE OF CONTENTS

We are responsible for the information contained or incorporated by reference in this prospectus and any accompanying prospectus supplement that we prepare or authorize. Neither we nor any Selling Securityholder has authorized anyone to give you any other information, and neither we nor any Selling Securityholder take responsibility for any other information that others may give you. This prospectus is an offer to sell only the Shares offered hereby, and only under circumstances and in jurisdictions where it is lawful to do so. You should not assume that the information contained in this prospectus or any accompanying prospectus supplement prepared by us is accurate on any date subsequent to the date set forth on the front of the applicable document or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus and any accompanying prospectus supplement is delivered or Shares are sold on a later date. Our business, financial condition, results of operations, and prospects may have changed materially since those dates.

Except where the context requires otherwise, in this prospectus, “we,” “us,” “our,” “Li-Cycle” or the “Company” refer to Li-Cycle Holdings Corp., an Ontario corporation, and its consolidated subsidiaries.

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this prospectus and the documents incorporated by reference herein may be considered “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, Section 21 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and applicable Canadian securities laws.

Forward-looking statements may generally be identified by the use of words such as “believe”, “may”, “will”, “continue”, “anticipate”, “intend”, “expect”, “should”, “would”, “could”, “plan”, “potential”, “future”, “target” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters, although not all forward-looking statements contain such identifying words. Forward-looking statements in this prospectus include but are not limited to statements about: the expectation that Li-Cycle will recover critical battery materials to create a domestic closed-loop battery supply chain for a clean energy future; the expectation that the steps taken under the cash preservation plan will result in cash savings; Li-Cycle’s expectations regarding cash outflows; Li-Cycle’s expectations regarding the DOE Loan; Li-Cycle’s expectations that it will require significant funding before restarting the Rochester Hub project or that it will be able to restart the Rochester Hub project and the cost to complete; Li-Cycle’s expectations that it will be stopping or slowing operations at its remaining operating Spokes and re-evaluating its strategy for bringing on additional Spoke and Hub capacity in the near-term; Li-Cycle’s expectation to recognize revenue from the sale of critical battery materials; Li-Cycle’s expectation regarding other capital expenditures; Li-Cycle’s expectation that it will need to secure an alternative short or long-term financing in the near term or else it will not have sufficient cash and cash equivalents on hand or other resources to support current operations for the twelve months following the filing of this prospectus; expectations related to potential financing and other strategic alternatives; expectations related to the outcome of future litigation, including the disclosure of certain mechanic’s liens against the Company and the amount owed; expectations regarding the ability to attract new suppliers; expectations regarding annual growth rate of the number of EVs and hybrids; expectations regarding the price and supply of nickel and cobalt; and expectations regarding expected growth in the amount of LIB materials available for recycling. These statements are based on various assumptions, whether or not identified in this prospectus, made by Li-Cycle’s management, including but not limited to assumptions regarding the timing, scope and cost of Li-Cycle’s projects, including paused projects; the processing capacity and production of Li-Cycle’s facilities; Li-Cycle’s expectations regarding workforce reductions; Li-Cycle’s ability to source feedstock and manage supply chain risk; Li-Cycle’s ability to increase recycling capacity and efficiency; Li-Cycle’s ability to obtain financing on acceptable terms or execute any strategic transactions; Li-Cycle’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners; the success of the cash preservation plan, the outcome of the review of the go-forward strategy of the Rochester Hub, Li-Cycle’s ability to attract new suppliers or expand its supply pipeline from existing suppliers; general economic conditions; currency exchange and interest rates; compensation costs; and inflation. There can be no assurance that such assumptions will prove to be correct and, as a result, actual results or events may differ materially from expectations expressed in or implied by the forward-looking statements.

Forward-looking statements involve inherent risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of Li-Cycle, and which may cause actual results to differ materially from the forward-looking information. The risk factors and cautionary language discussed in this prospectus provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by us in such forward-looking statements, including among other things:

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Li-Cycle’s inability to complete its recycling processes as quickly as customers may require;

iii

These and other risks and uncertainties related to Li-Cycle’s business and the assumptions on which the forward-looking information is based are described in greater detail in the sections titled “Risk Factors” and elsewhere in this prospectus and in the documents incorporated by reference herein. Because of these risks, uncertainties and assumptions, readers should not place undue reliance on these forward-looking statements. Actual results could differ materially from those contained in any forward-looking statements. Li-Cycle assumes no obligation to update or revise any forward-looking statements, except as required by applicable laws. These forward-looking statements should not be relied upon as representing Li-Cycle’s assessments as of any date subsequent to the date of this prospectus.

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RISK FACTORS

An investment in the Shares carries a significant degree of risk. Before deciding whether to acquire Shares, you should carefully consider the risk factors included in our most recent Annual Report on Form 10-K filed with the SEC on March 15, 2024 (as amended by the Form 10-K/A filed with the SEC on April 29, 2024), the Quarterly Reports on Form 10-Q for the quarters ended March 31, 2024 filed with the SEC on May 10, 2024 and June 30, 2024 filed with the SEC on August 8, 2024 and any subsequent reports filed with the SEC after the date of this prospectus, and all other information contained in or incorporated by reference into this prospectus. The risks described in these documents are not the only ones we face. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors, or factors that we currently deem immaterial, that could have material adverse effects on our future results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. The occurrence of any of these risks might cause you to lose all or part of your investment in the Shares. Please also read carefully the section titled “Cautionary Statement Regarding Forward-Looking Statements.”

3

DETERMINATION OF OFFERING PRICE

The Selling Securityholders will determine at what price they may sell the offered Shares, and such sales may be made at prevailing market prices or at privately negotiated prices. See “Plan of Distribution” below for more information.

4

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the Shares. All proceeds from the sale of the Shares will be for the account of the Selling Securityholders, as described below. See the sections titled “Selling Securityholders” and “Plan of Distribution” below.

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SELLING SECURITYHOLDERS

The following table sets forth information regarding beneficial ownership of our Shares as of August 13, 2024, as adjusted to reflect the Shares that may be sold from time to time pursuant to this prospectus, for all Selling Securityholders, consisting of the individuals shown as having shares listed in the column entitled “Shares Offered.”

The Shares offered by the Selling Securityholders hereunder include an aggregate of 1,520,082 outstanding Shares that will be or were acquired by certain of our current and former employees (including officers), consultants and advisors pursuant to the Plan, as described in this prospectus. We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities. In computing the number of Shares beneficially owned by a person and the percentage ownership of that person, we deemed outstanding any Shares subject to options held by that person that are exercisable within 60 days of August 13, 2024, or issuable pursuant to restricted stock units (“RSUs”) or performance-based RSUs, which are subject to vesting and settlement conditions (“PSUs”) within 60 days of August 13, 2024. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned as August 13, 2024, subject to community property laws where applicable. The information does not necessarily indicate beneficial ownership for any other purpose, including for purposes of Sections 13(d) and 13(g) of the Securities Act.

We have based percentage ownership of our Shares before this offering on 22,519,152 Shares outstanding as of August 13, 2024.

We cannot give an estimate as to the number of Shares that will actually be held by the Selling Securityholders following the resales contemplated by this prospectus because the Selling Securityholders may offer some or all of their Shares under the offering contemplated by this prospectus or pursuant to exemptions from registration under the Securities Act or acquire additional Shares. We cannot advise you as to whether the Selling Securityholders will, in fact, sell any or all such Shares.

Inclusion of an individual’s name in the table below does not constitute an admission that such individual is an “affiliate” of the Company.

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PLAN OF DISTRIBUTION

The Shares covered by this prospectus are being registered by the Company to permit the Selling Securityholders to conduct public secondary trading of these Shares from time to time after the date of this prospectus. The Shares offered may be sold from time to time directly by or on behalf of each Selling Securityholder in one or more transactions on NYSE or any other stock exchange on which the Shares may be listed at the time of sale, in the over-the-counter market, in privately negotiated transactions, by any other method permitted by applicable law or through a combination of such methods, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at fixed prices (which may be changed), varying prices determined at the time of sale or at negotiated prices. These transactions may include block transactions or crosses. Crosses are transactions in which the same broker acts as an agent on both sides of the trade. The Selling Securityholders may sell Shares through one or more agents, brokers, or dealers or directly to purchasers. Such brokers or dealers may receive compensation in the form of commissions, discounts, or concessions from the Selling Securityholders and/or purchasers of the Shares or both. Such compensation as to a particular broker or dealer may be in excess of customary commissions. The amount of Shares to be reoffered or resold under this prospectus by each Selling Securityholder and any other person with whom the Selling Securityholder is acting in concert for the purpose of selling Shares, may not exceed, during any three-month period, the amount specified in Rule 144(e) under the Securities Act.

In connection with a Selling Securityholder’s sales, the Selling Securityholder and any participating broker or dealer may be deemed to be “underwriters” within the meaning of the Securities Act, and any commissions they receive and the proceeds of any sale of Shares may be deemed to be underwriting discounts and commissions under the Securities Act. We are bearing all costs relating to the registration of the Shares. Any commissions or other fees payable to brokers or dealers in connection with any sale of the Shares will be borne by the Selling Securityholders or other party selling such Shares.

Sales of the Shares must be made by the Selling Securityholders in compliance with all applicable state and federal securities laws and regulations, including the Securities Act. In addition to any Shares sold hereunder, Selling Securityholders may sell Shares in compliance with Rule 144 under the Securities Act if available. The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner, and size of each resale or other transfer. There can be no assurance that the Selling Securityholders will sell any or all of the Shares under this prospectus. Further, we cannot assure you that the Selling Securityholders will not transfer, distribute, devise, or gift the Shares by other means not described in this prospectus. The Selling Securityholders may agree to indemnify any broker, dealer or agent that participates in transactions involving sales of the shares against certain liabilities in connection with the offering of the Shares arising under the Securities Act. We have notified the Selling Securityholders of the need to deliver a copy of this prospectus in connection with any sale of the Shares.

The anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of our Shares and activities of the Selling Securityholders, which may limit the timing of purchases and sales of any of the Shares by the Selling Securityholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the Shares to engage in passive market-making activities with respect to the Shares. Passive market making involves transactions in which a market maker acts as both our underwriter and as a purchaser of our Shares in the secondary market. All the foregoing may affect the marketability of the Shares and the ability of any person or entity to engage in market-making activities with respect to the Shares.

Once sold under the registration statement of which this prospectus forms a part, the Shares will be freely tradable in the hands of persons other than our affiliates.

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LEGAL MATTERS

The valid issuance of any securities offered by this prospectus will be passed upon for us by McCarthy Tétrault LLP, Toronto, Ontario, Canada.

EXPERTS

The Company’s financial statements for the years ended December 31, 2023 and October 31, 2022 and for the two-month period ended December 31, 2022, incorporated by reference into this prospectus by reference to the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (as amended by the Form 10-K/A filed with the SEC on April 29, 2024) (the “Annual Report”), and the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023 and October 31, 2022 have been audited by KPMG LLP (“KPMG”), an independent registered public accounting firm, as stated in the Annual Report. Such financial statements are incorporated by reference into this prospectus in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. On March 28, 2024, KPMG notified the Company that it has decided to decline to stand for re-appointment as the Company’s independent registered public accounting firm to serve as independent auditor. However, KPMG advised the Company that it would remain the Company’s independent registered public accounting firm until completion of its review of the consolidated interim financial statements of the Company and subsidiaries as of and for the three months ended March 31, 2024 and, if requested by the Company, as of and for the three and six months ended June 30, 2024. On August 9, 2024, the Company announced that the Audit Committee of the Company’s Board of Directors had selected Marcum Canada LLP as the Company’s new independent registered public accounting firm to serve as its independent auditor and that the Board had approved that the appointment of Marcum be put forward for shareholder approval at a reconvened shareholder meeting to be held on October 15, 2024.

The audit report covering the December 31, 2023 consolidated financial statements contains an explanatory paragraph that states the Company’s recurring losses from operations from inception, negative cash flows from operations, resulting negative working capital and the pause on construction raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of that uncertainty.

INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents, which the Registrant has previously filed with the SEC, are hereby incorporated by reference into this prospectus (excluding any information that is deemed to have been “furnished” and not “filed” with the SEC, including any Item 2.02 or Item 7.01 of any Current Report on Form 8-K):

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All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the SEC, and other documents or information deemed furnished but not filed under the rules of the SEC), prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this prospectus and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, and current reports, proxy statements, and other documents with the SEC under the Exchange Act. The SEC maintains a website that contains reports, proxy and information statements, and other information regarding issuers, including the Company, that file electronically with the SEC. You may obtain copies of this prospectus and its exhibits and the other documents that we file with the SEC at www.sec.gov.

We also make these documents available on the investor relations portion of our website at https://investors.li-cycle.com/financials/sec-filings/default.aspx. Our website and the information contained or connected to our website is not incorporated by reference in this prospectus, and you should not consider it part of this prospectus. We will also provide without charge to each person, including any beneficial owner of Shares, to whom a copy of this prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been incorporated by reference in this prospectus but not delivered with the prospectus other than the exhibits to those documents, unless the exhibits are specifically incorporated by reference into the information that this prospectus incorporates. Requests for documents should be directed to Li-Cycle Holdings Corp. Attention: General Counsel, 207 Queens Quay West, Suite 590, Toronto, Ontario, Canada M5J 1A7, (877) 542-9253.

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PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Item 1 and Item 2 of Part I of Form S-8 is not filed as part of this Registration Statement in accordance with the provisions of Rule 428 under the Securities Act, and the introductory note to Part I of Form S-8. The documents containing the information specified in Part I of Form S-8 will be delivered to the participants in the Plan covered by this Registration Statement as specified by Rule 428(b)(1) under the Securities Act. Such documents are not required to be, and are not, filed with the SEC, either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

The following documents, which the Registrant has previously filed with the SEC, are hereby incorporated by reference into this Registration Statement (excluding any information that is deemed to have been “furnished” and not “filed” with the SEC, including any Item 2.02 or Item 7.01 of any Current Report on Form 8-K):

All other reports and documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (except for any portions of the Registrant’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the SEC, and other documents or information deemed furnished but not filed under the rules of the SEC), prior to the filing of a post-effective amendment to this Registration Statement that indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not required to be filed with this Registration Statement in accordance with Section E of the General Instructions to Form S-8.

Item 5. Interests of Named Experts and Counsel

Not required to be filed with this Registration Statement in accordance with Section E of the General Instructions to Form S-8.

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Item 6. Indemnification of Directors and Officers

Under the OBCA, no provision in a contract, the articles, the by-laws or a resolution relieves a director or officer from the duty to act in accordance with the OBCA and its related regulations or relieves him or her from liability for a breach of the OBCA or its regulations.

A director is not liable under the OBCA for certain acts if the director exercised the care, diligence and skill that a reasonably prudent person would have exercised in comparable circumstances, including reliance, in good faith, on: (i) financial statements of the corporation represented to the director by an officer of the corporation or in a written report of the auditor of the corporation to fairly reflect the financial position of the corporation in accordance with generally accepted accounting principles; (ii) an interim or other report of the corporation represented to the director by an officer of the corporation to fairly reflect the financial position of the corporation in accordance with generally accepted accounting principles; (iii) a report or advice of an officer or employee of the corporation, where it is reasonable in the circumstances to rely on the report of advice; or (iv) a report of a lawyer, accountant, engineer, appraiser or other person whose profession lends credibility to a statement made by that person.

Under the OBCA, we may indemnify its current or former directors or officers or another individual who acts or acted at our request as a director or officer, or an individual acting in a similar capacity, of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of his or her association with the Company or another entity.

The OBCA also provides that we may advance monies to a director, officer or other individual for costs, charges and expenses reasonably incurred in connection with such a proceeding; provided that such individual must repay the monies if the individual does not fulfill the conditions described below.

However, indemnification is prohibited under the OBCA unless the individual: (i) acted honestly and in good faith with a view to our best interests, or the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at our request; and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

Under our by-laws, we will indemnify to the fullest extent permitted by the OBCA (i) any director or officer of the Company; (ii) any former director or officer of the Company; (iii) any individual who acts or acted at our request as a director or officer, or in a similar capacity, of another entity; and (iv) their respective heirs and legal representatives.

Item 7. Exemption from Registration Claimed

The issuance of the Shares being offered by the Form S-3 resale prospectus were deemed to be exempt from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as transactions by an issuer not involving any public offering. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about the Registrant.

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Item 8. Exhibits

Item 9. Undertakings

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the SEC by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. 

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(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Toronto, Ontario, Canada on the 19^th day of August, 2024.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Ajay Kochhar, Craig Cunningham and Carl DeLuca as his or her true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to the Registration Statement, including post-effective amendments, and registration statements filed pursuant to Rule 462 under the Securities Act, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

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AUTHORIZED REPRESENTATIVE

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the undersigned as the duly undersigned representative in the United States of Li-Cycle Holdings Corp., in the City of Newark, State of Delaware on August 19, 2024.

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Exhibit 5.1

August 19, 2024

Li-Cycle Holdings Corp.

207 Queen’s Quay West, Suite 590

Toronto, Ontario

M5J 1A7

Dear Sirs/Mesdames:

Re: Li-Cycle Holdings Corp. – Filing of Form S-8

We have acted as Canadian counsel for Li-Cycle Holdings Corp. (the “Corporation”), a corporation governed by the Business Corporations Act (Ontario) (the “OBCA”), in connection with the Registration Statement on Form S-8 (the “Registration Statement”) of the Corporation to be dated the date hereof and filed with the U.S. Securities and Exchange Commission (the “Commission”) under the U.S. Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of an additional 3,233,821 common shares of the Corporation (the “Shares”) issuable upon the due exercise or conversion of stock options, share appreciation rights, restricted shares, restricted share units, share or cash based awards and dividend equivalents (collectively, “Awards”) granted pursuant to the Corporation’s 2021 Incentive Award Plan (the “2021 Plan”), including the Canadian sub-plan (the “Canadian Sub-Plan” and, together with the 2021 Plan, the “Plan”) made under the Plan, in connection with automatic increases, in accordance with the terms of the 2021 Plan since the initial adoption thereof, in the number of common shares of the Corporation authorized for issuance under the Plan.

Materials Reviewed

We have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the final form of the Registration Statement, (ii) the 2021 Plan, (iii) the form of stock option grant notice and stock option agreement under the 2021 Plan, the form of restricted stock unit grant notice and restricted stock unit agreement under the 2021 Plan and the form of performance share unit grant notice and agreement under the 2021 Plan (collectively, the “2021 Plan Award Agreements”), (iv) the Canadian Sub-Plan, and (v) the form of stock option grant notice and stock option agreement under the Canadian Sub-Plan, the form of restricted stock unit grant notice and restricted stock unit agreement under the Canadian Sub-Plan and the form of performance share unit grant notice and agreement under the Canadian Sub-Plan (together with the 2021 Plan Award Agreements, the “Award Agreements”). We have also examined originals, copies, certified or otherwise identified to our satisfaction, of such public and corporate records, certificates, instruments and other documents and have considered such questions of law as we have deemed relevant and necessary as a basis for the opinions hereinafter expressed.

				Page 2

Assumptions and Fact Reliance

We have assumed:

We have relied upon a certificate of an officer of the Corporation, a copy of which has been provided to you, with respect to the accuracy and completeness of the factual matters contained therein, which factual matters have not been independently investigated or verified by us.

Our opinions expressed herein do not express any opinion as to the adequacy of any consideration received by the Corporation for any of the Shares.

Applicable Laws

The opinions expressed below are restricted to the laws of the Province of Ontario and the laws of Canada applicable therein.

Opinions

Based and relying upon the foregoing, and subject to the qualifications hereinafter expressed, we are of the opinion that, on the date hereof, the Shares to be issued pursuant to the terms of the Plan and applicable Award Agreement will, upon the due exercise of the Awards in accordance with the terms of the Plan and the applicable Award Agreement, including, without limitation, receipt by the Corporation of the consideration for the Shares, be validly issued by the Corporation as fully paid and non-assessable common shares of the Corporation.

Consent and Qualifications

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

This opinion is furnished solely for the benefit of the Corporation in connection with the registration of the Shares pursuant to the Registration Statement. This opinion may not be relied upon by any other person or used for any other purpose without our prior written consent.

Yours truly, 

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Li-Cycle Holdings Corp.

We consent to the use of our report dated March 15, 2024, on the consolidated financial statements of Li-Cycle Holdings Corp., which comprise the consolidated balance sheets as at December 31, 2023, December 31, 2022 and October 31, 2022, the related consolidated statements of operations and comprehensive income (loss), consolidated statements of equity and cash flows for the year-ended December 31, 2023, the two-month period ended December 31, 2022, and the year ended October 31, 2022, and the related notes, and our report dated March 15, 2024 on the effectiveness of internal control over financial reporting as of December 31, 2023, which are incorporated by reference and to the reference to our firm under the heading “Experts” in the Form S-8 dated August 19, 2024 of Li-Cycle Holdings.

/s/ KPMG LLP

August 19, 2024

Vaughan, Canada