00-0000000 false 0001828811 0001828811 2025-01-24 2025-01-24

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2025

 

 

Li-Cycle Holdings Corp.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Province of Ontario, Canada   001-40733   Not Applicable
(State or other jurisdiction of
incorporation or organization)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

207 Queens Quay West, Suite 590, Toronto, ON M5J IA7, Canada

(Address of principal executive offices, including zip code)

(877) 542-9253

(Registrant’s telephone number, including area code)

Not Applicable.

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities 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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

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 13(a) of the Exchange Act. ☐

 

 

 


Item 7.01

Regulation FD Disclosure.

On January 24, 2025, Li-Cycle Holdings Corp. (the “Company”) issued a press release providing its perspectives on the “Unleashing American Energy” Executive Order that was signed by U.S. President Donald Trump on January 20, 2025. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (the “Report”) and is incorporated by reference herein.

The information under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended or the Exchange Act.

 

Item 8.01

Other Events.

On January 20, 2025, U.S. President Donald Trump signed the “Unleashing American Energy” Executive Order (the “Executive Order”), which, among other things, immediately paused the disbursement of funds appropriated through the Inflation Reduction Act of 2022 or the Infrastructure Investment and Jobs Act by all federal agencies, including the U.S. Department of Energy (the “DOE”). The Company has reviewed the Executive Order and intends to continue to work closely with the DOE with respect to the loan facility of up to $475 million (the “DOE Loan Facility”) provided to the Company through the DOE Loan Programs Office’s Advanced Technology Vehicles Manufacturing Program.

Risk Factors Update

The Company is updating and supplementing the risk factors contained in its previous filings with the Securities and Exchange Commission (the “SEC”) as set forth below. Unless otherwise indicated, references to “we,” “us,” “our” or “Li-Cycle” in this Report mean the Company and its subsidiaries.

A decline in the adoption rate of electric vehicles (“EVs”), or a decline in the support by governments for “green” energy technologies, could adversely affect the demand for Li-Cycle’s recycling services and products, and materially harm Li-Cycle’s financial results and ability to grow its business.

The demand for Li-Cycle’s recycling services and products is driven in part by projected increases in the demand for EVs (including automobiles, e-bikes, scooters, buses and trucks). A decline in the adoption rate of EVs or a decline in the support by governments for “green” energy technologies could reduce the demand for Li-Cycle’s recycling services and products, which could materially harm Li-Cycle’s financial results and ability to grow its business. A decline in volume under existing contracts or an inability to source new supplier relationships could also have a material adverse effect on Li-Cycle’s results of operations and cash flow.

In addition, incentives set by federal or state governments, as well as other government commitments and initiatives, may expire on a particular date, end when the allocated funding is exhausted, or may be reduced, modified, paused or terminated as a matter of regulatory, executive or legislative policy. The impact of the Inflation Reduction Act of 2022 and other governmental initiatives to support energy transition, including regulatory requirements and restrictions that may impact our ability, as well as the ability of our competitors, to take advantage of such initiatives, cannot be known with any certainty at this time, and we may not reap any or all of the expected benefits of the Inflation Reduction Act of 2022 or other governmental initiatives to support energy transition.

The following Exhibits are filed as part of this Report.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 


Exhibit Number

  

Description

99.1    Press Release, dated January 24, 2025.
104    Cover Page Interactive Data File (formatted as inline XBRL).


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

LI-CYCLE HOLDINGS CORP.
By:  

/s/ Ajay Kochhar

Name:   Ajay Kochhar
Title:   President & CEO and Director

Date: January 24, 2025

Exhibit 99.1

 

LOGO

Li-Cycle Provides Perspectives on the “Unleashing American Energy” Executive Order

TORONTO, Ontario (January 24, 2025)Li-Cycle Holdings Corp. (NYSE: LICY) (“Li-Cycle” or the “Company”), a leading global lithium-ion battery resource recovery company, today expressed its support for key elements in the recently issued Executive Order titled “Unleashing American Energy” that U.S. President Donald Trump signed on January 20, 2025. This comprehensive policy shift, aimed at enhancing domestic energy production and strengthening the U.S. energy landscape, aligns with Li-Cycle’s mission to establish ‘urban mining’ for domestic battery resources and to bolster U.S. energy independence.

Support for Enhanced Domestic Resource Development

The Executive Order emphasizes the importance of utilizing America’s abundant energy and natural resources and incentivizes energy exploration and production within the United States. The order calls for a review of existing regulations that may impede domestic energy resource development. Streamlined permitting processes and reduced regulatory burdens may further enhance the growth of domestic battery manufacturing, spurred by the development of new critical mineral sources essential to the industry. Through our continued safe materials handling and resource recovery processes, Li-Cycle stands to gain from the related potential increases in batteries available for recycling.

Commitment to National Security, Energy Independence and Economic Prosperity

The focus on bolstering the U.S. mineral supply chain aligns with Li-Cycle’s vision of fostering economic self-sufficiency and national security through domestic production. Specifically, the initiative supports Li-Cycle’s commitment to recycling and recovering valuable materials such as lithium, nickel and cobalt from spent batteries and manufacturing scrap. By enabling the recovery and reuse of critical minerals, Li-Cycle can help reduce the reliance on foreign mineral supplies and enhance America’s energy supply chain security.

Although the Executive Order has paused disbursements for 90 days related to specific acts passed in 2022, Li-Cycle looks forward to continuing the work it began in 2021 with the U.S. Department of Energy (“DOE”) with respect to the Company’s closed and binding DOE loan facility. Having invested more than $500 million in the Company’s current and future American operations, Li-Cycle is excited to see the positive implications of this Executive Order on the domestic critical mineral production industries.

Li-Cycle’s thought piece related to the Executive Order is available here: https://li-cycle.com/blog/critical-minerals-a-key-element-of-the-unleashing-american-energy-executive-order/

About Li-Cycle Holdings Corp.

Li-Cycle (NYSE: LICY) is a leading global lithium-ion battery resource recovery company. Established in 2016, and with major customers and partners around the world, Li-Cycle’s mission is to recover critical battery-grade materials to create a domestic closed-loop battery supply chain for a clean energy future. The Company leverages its innovative, sustainable and patent-protected Spoke & Hub Technologies to recycle all different types of lithium-ion batteries. At our Spokes, or pre-processing facilities, we recycle battery manufacturing scrap and end-of-life batteries to produce black mass, a powder-like substance


LOGO

 

which contains a number of valuable metals, including lithium, nickel and cobalt. At our future Hubs, or post-processing facilities, we plan to process black mass to produce critical battery-grade materials, including lithium carbonate, for the lithium-ion battery supply chain. For more information, visit https://li-cycle.com/.

Investor Relations & Media

Louie Diaz

Sheldon D’souza

Investor Relations: investors@li-cycle.com

Media: media@li-cycle.com

Forward-Looking Statements

Certain statements contained in this press release may be considered “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, Section 27A of the U.S. Securities Act of 1933, as amended, Section 21 of the U.S. Securities Exchange Act of 1934, as amended, and applicable Canadian securities laws. Forward-looking statements may generally be identified by the use of words such as “believe”, “may”, “will”, “continue”, “expect”, “should”, “plan”, “potential”, “future”, 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 press release include, but are not limited to, statements about the Company’s expectations that streamlined permitting processes and reduced regulatory burdens may further enhance the growth of domestic battery manufacturing; that Li-Cycle stands to gain from related potential increases in batteries available for recycling; that Li-Cycle can help reduce reliance on foreign mineral supplies and enhance America’s energy supply chain security; and that Li-Cycle will continue to work with the DOE with respect to the Company’s DOE loan facility.

These statements are based on various assumptions, whether or not identified in this press release, including but not limited to assumptions regarding Li-Cycle’s ability to satisfy the drawdown conditions and access funding under the Company’s DOE loan facility; 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 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 at all; the success of Li-Cycle’s cash preservation plan; the outcome of the go-forward strategy of Li-Cycle’s Rochester Hub; and Li-Cycle’s ability to retain and hire key personnel and maintain relationships with customers, suppliers and other business partners. There can be no assurance that such estimates or 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.

These forward-looking statements are provided for the purpose of assisting readers in understanding certain key elements of Li-Cycle’s current objectives, goals, targets, strategic priorities, expectations and plans, and in obtaining a better understanding of Li-Cycle’s business and anticipated operating environment. Readers are cautioned that such information may not be appropriate for other


LOGO

 

purposes and is not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

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 are not guarantees of future performance. Li-Cycle believes that these risks and uncertainties include, but are not limited to, the following: Li-Cycle’s inability to fund the anticipated costs of, and realize the anticipated benefits from, its Spoke optimization plan; Li-Cycle’s inability to satisfy the drawdown conditions and access funding under the DOE Loan Facility; Li-Cycle’s inability to develop the Rochester Hub as anticipated or at all, and other future projects including its Spoke network expansion projects in a timely manner or on budget or that those projects will not meet expectations with respect to their productivity or the specifications of their end products; risk and uncertainties related to Li-Cycle’s ability to continue as a going concern; Li-Cycle’s insurance may not cover all liabilities and damages; Li-Cycle’s reliance on a limited number of commercial partners to generate revenue; Li-Cycle’s failure to effectively remediate the material weaknesses in its internal control over financial reporting that it has identified or its failure to develop and maintain a proper and effective internal control over financial reporting; and risks of litigation or regulatory proceedings that could materially and adversely impact Li-Cycle’s financial results. These and other risks and uncertainties related to Li-Cycle’s business are described in greater detail in the sections titled “Item 1A. Risk Factors” and “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation—Key Factors Affecting Li-Cycle’s Performance” in its Annual Report on Form 10-K and the sections titled “Part II. Other Information—Item 1A. Risk Factors” and “Part I. Financial Information—Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation—Key Factors Affecting Li-Cycle’s Performance” in its Quarterly Reports on Form 10-Q, in each case filed with the SEC and the Ontario Securities Commission in Canada. 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 statement.

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 press release.

# # #

v3.24.4
Document and Entity Information
Jan. 24, 2025
Cover [Abstract]  
Document Type 8-K
Document Period End Date Jan. 24, 2025
Entity Registrant Name Li-Cycle Holdings Corp.
Entity Incorporation State Country Code A6
Entity File Number 001-40733
Entity Tax Identification Number 00-0000000
Entity Address Address Line 1 207 Queens Quay West
Entity Address Address Line 2 Suite 590
Entity Address City Or Town Toronto
Entity Address State Or Province ON
Entity Address Postal Zip Code M5J IA7
Entity Address Country CA
City Area Code 877
Local Phone Number 542-9253
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common shares, without par value
Trading Symbol LICY
Security Exchange Name NYSE
Entity Emerging Growth Company false
Amendment Flag false
Entity Central Index Key 0001828811

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