As filed with the Securities and Exchange Commission on April 18, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 20-F/A
(Amendment No. 1)
(Mark One)
☐    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☐    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
☒     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from November 1, 2022 to December 31, 2022
OR
☐     SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of event requiring this shell company report: Not applicable.
Commission File Number: 001-40733
Li-Cycle Holdings Corp.
(Exact name of Registrant as specified in its charter)
Not applicable
                      Province of Ontario, Canada
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
207 Queens Quay West, Suite 590, Toronto, ON, M5J 1A7, Canada
(Address of principal executive offices)
Carl DeLuca
207 Queens Quay West, Suite 590, Toronto, ON, M5J 1A7, Canada
(877) 542-9253
carl.deluca@li-cycle.com
(Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common shares, without par value
LICY
New York Stock Exchange
Securities registered or to be registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: 176,122,015 common shares issued and outstanding as of December 31, 2022.
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period


that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Emerging growth company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 13(a) of the Exchange Act. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☒
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
U.S. GAAP ☐
International Financial Reporting Standards as issued by the International Accounting Standards Board ☒
Other ☐
If “Other” has been checked in response to the previous question indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐
If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☐


LI-CYCLE HOLDINGS CORP.
TABLE OF CONTENTS
Page




Explanatory Note
2
PART I
3
Item 5. Operating and Financial Review and Prospects
3
PART III
3
Item 17. Financial Statements
3
Item 18. Financial Statements
3
Item 19. Exhibits
3

    




EXPLANATORY NOTE
    On December 21, 2022, Li-Cycle Holdings Corp. (the “Company” or “Li-Cycle”) announced that it would be changing its financial year end from October 31st to December 31st. This change was made to better align Li-Cycle’s financial reporting calendar with peer companies. As a result, the Company filed its Transition Report on Form 20-F for the transition period from November 1, 2022 to December 31, 2022 (the “Original Form 20-F”) with the U.S. Securities and Exchange Commission (“SEC”) on March 30, 2023 (the “Original Filing Date”). This Amendment No. 1 on Form 20-F (this “Amendment No. 1” or “Form 20-F/A”) is being filed to restate certain information in the Company’s previously issued unaudited condensed consolidated financial statements for the two months ended December 31, 2022 and 2021 contained in the Original Form 20-F (the “Restatement”) and to amend certain items as a result of the Restatement, as set forth under the caption “Items Amended in This Filing,” in each case, solely to make appropriate changes to reflect the Restatement, the effects of the Restatement and other related matters.

Background of Restatement

Subsequent to the issuance of the Company’s unaudited condensed consolidated financial statements for the two months ended December 31, 2022 and 2021, the Company identified a non-cash accounting error that required the restatement of amounts within the Statements of income and comprehensive income and the Statements of cash flows related to the comparable two-month period ended December 31, 2021.

The Company determined that unrealized fair value gains on financial instruments resulting from fair value revaluations of the conversion feature of the Company’s convertible debt and warrants were understated by $18.2 million for the two months ended December 31, 2021. As a result, corresponding adjustments have been made to the Statements of income and comprehensive income and Statements of cash flows for the two months ended December 31, 2021 and corresponding notes. These adjustments result in an increase of $18.2 million in Other income, Net income before taxes, Net income attributable to shareholders of Li-Cycle, and Net income and comprehensive income; an increase in Earnings per common share (basic) of $0.12; and an increase in Earnings per common share (diluted) of $0.11, for the two months ended December 31, 2021. The results pertaining to the two months ending December 31, 2022 are unchanged.

These adjustments do not change the Company’s overall cash position as at December 31, 2022 or 2021, nor do they impact the Statements of financial position and the Statements of changes in equity. Further, these adjustments do not affect the Company’s previously reported Adjusted EBITDA for the two months ended December 31, 2022 or 2021.

Items Amended in This Filing
The following items have been amended as a result of the Restatement:
•Part I, Item 5, Operating and Financial Review and Prospects
•Part III, Item 17, Financial Statements
•Part III, Item 18, Financial Statements
•Part III, Item 19, Exhibits

This Amendment No. 1 speaks as of the Original Filing Date of the Original Form 20-F (unless otherwise noted or as the context otherwise requires). Except as described above, no changes have been made to the Original Form 20-F, and this Amendment No. 1 does not modify, amend or update the other information contained in the Original Form 20-F. This Amendment No. 1 does not reflect any events that have occurred on or after the Original Filing Date. Among other things, the Company has not revised forward-looking statements made in the Original Form 20-F to reflect events that occurred or facts that became known to the Company after the Original Filing Date. Therefore, this Amendment No. 1 should be read in conjunction with the Original Form 20-F, including the discussion of material weaknesses in the Company’s internal controls over financial reporting and the implementation of the Company’s plan for remediation of these material weaknesses, as set out under “Internal Control Over Financial Reporting” in Item 5. “Operating and Financial Review and Prospects”, and any other documents that the Company has filed with the SEC on or after the Original Filing Date.
Our Principal Executive Officer and Principal Financial Officer are providing currently dated certifications in connection with this Amendment No. 1. These certifications are filed as Exhibits 12.1, 12.2, 13.1 and 13.2.
In this Amendment No. 1, Li-Cycle Holdings Corp. (together with its subsidiaries) is referred to as the “Company,” “Li-Cycle,” “we,” “us,” or “our.”
2



PART I
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The information called for by this Item is set forth in Exhibit 99.2 of this Transition Report and is incorporated by reference into this Transition Report.
PART III
ITEM 17. FINANCIAL STATEMENTS
See Item 18.
ITEM 18. FINANCIAL STATEMENTS
On December 21, 2022, Li-Cycle announced that it would be changing its financial year end from October 31 to December 31. This change is being made to better align Li-Cycle’s financial reporting calendar with peer companies. As a result, the Company is required to file this Transition Report for the transition period, which is the two-month period from November 1, 2022 to December 31, 2022. After filing the Transition Report, the Company’s next fiscal year end will be December 31, 2023.

The restated unaudited condensed consolidated financial statements of the Company for the transition period from November 1, 2022 to December 31, 2022 are included in this Transition Report in Exhibit 99.1.

The restated financial statements have not been audited by the Company’s independent registered public accounting firm.

Auditor Name: KPMG LLP
Auditor Location: Vaughan, Ontario
Auditor Firm Id: 85

ITEM 19. EXHIBITS
EXHIBIT INDEX
Exhibit No.
 
Description
12.1
12.2
13.1
13.2
99.1
99.2
101.INSInline XBRL Instance Document
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
___________________
**    Previously filed.
†    Indicates management contract or compensatory plan or arrangement.
3

††    Certain of the exhibits and schedules to these exhibits have been omitted in accordance with Regulation S-K Item 601(a)(5). The registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.
†††    Pursuant to Item 601(b)(10)(iv) of Regulation S-K, portions of this exhibit have been omitted because Li-Cycle Corp. customarily and actually treats the omitted portions as private or confidential, and such portions are not material and would likely cause it competitive harm if publicly disclosed. Li-Cycle Holdings Corp. will supplementally provide an unredacted copy of this exhibit to the SEC or its staff upon request.
All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the financial statements or notes thereto.

4

SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this report on its behalf.
April 18, 2023
LI-CYCLE HOLDINGS CORP.
By:
/s/ Ajay Kochhar
Name:    Ajay Kochhar
Title:    Chief Executive Officer

5
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