Statement of Ownership (sc 13g)
11 2월 2022 - 7:11AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )*
Li-Cycle Holdings Corp.
(Name of Issuer)
Common Shares without par value
(Title of Class of Securities)
50202P105
(CUSIP Number)
December 31, 2021
(Date of Event Which Requires Filing of this Statement)
Check the Appropriate Box to
Designate the Rule Pursuant to Which this Schedule Is Filed:
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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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).
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1.
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Names of Reporting Persons
Peridot Acquisition Sponsor, LLC
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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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
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
9,714,165(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
9,714,165(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,714,165(1)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of
Class Represented By Amount in Row (9)
5.75%(2)
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12.
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Type of Reporting Person
(See Instructions)
OO
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(1)
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Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of
8,000,000 warrants held by the Reporting Persons on December 31, 2021 (the Warrants) that were subsequently exercised and net settled pursuant to the Issuers December 27, 2021 redemption notice.
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(2.)
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Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit
99.1 to the Issuers Form 6-K, filed on February 2, 2022.
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1.
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Names of Reporting Persons
Carnelian Energy Capital Holdings, LLC
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2.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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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
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5.
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Sole Voting Power
0
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6.
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Shared Voting Power
9,714,165(1)
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7.
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Sole Dispositive Power
0
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8.
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Shared Dispositive Power
9,714,165(1)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,714,165(1)
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10.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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11.
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Percent of
Class Represented By Amount in Row (9)
5.75%(2)
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12.
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Type of Reporting Person
(See Instructions)
OO
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(1)
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Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of the
Warrants.
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(2.)
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Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit
99.1 to the Issuers Form 6-K, filed on February 2, 2022.
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13.
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Names of Reporting Persons
Tomas Ackerman
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14.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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15.
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SEC Use Only
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16.
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Citizenship or Place of
Organization
United States of
America
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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17.
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Sole Voting Power
0
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18.
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Shared Voting Power
9,714,165(1)
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19.
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Sole Dispositive Power
0
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20.
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Shared Dispositive Power
9,714,165(1)
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21.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,714,165(1)
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22.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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23.
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Percent of
Class Represented By Amount in Row (9)
5.75%(2)
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24.
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Type of Reporting Person
(See Instructions)
IN
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(1)
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Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of the
Warrants.
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(2.)
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Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit
99.1 to the Issuers Form 6-K, filed on February 2, 2022.
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25.
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Names of Reporting Persons
Daniel Goodman
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26.
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Check The Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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27.
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SEC Use Only
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28.
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Citizenship or Place of
Organization
United States of
America
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Number of
Shares
Beneficially
Owned By
Each
Reporting
Person
With
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29.
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Sole Voting Power
0
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30.
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Shared Voting Power
9,714,165(1)
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31.
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Sole Dispositive Power
0
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32.
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Shared Dispositive Power
9,714,165(1)
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33.
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Aggregate Amount Beneficially Owned by Each Reporting Person
9,714,165(1)
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34.
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Check Box if the Aggregate
Amount in Row (9) Excludes Certain Shares
☐
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35.
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Percent of
Class Represented By Amount in Row (9)
5.75%(2)
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36.
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Type of Reporting Person
(See Instructions)
IN
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(1)
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Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of the
Warrants.
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(2.)
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Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit
99.1 to the Issuers Form 6-K, filed on February 2, 2022.
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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 Issuers Principal Executive Offices
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C/O Li-Cycle Corp.
10-2351 Royal Windsor Drive
Mississauga, Ontario
Canada, L5J 4S7
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Item 2(a).
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Names of Persons Filing
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This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the Reporting
Persons:
(i) Peridot Acquisition
Sponsor, LLC
(ii) Carnelian
Energy Capital Holdings, LLC
(iii) Tomas Ackerman
(iv) Daniel Goodman
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Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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2229 San Felipe Street, Suite 1450
Houston, TX
77019
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Item 2(c).
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Citizenship
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See responses to Item 4 on each cover page.
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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
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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 Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n):
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Not Applicable.
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Item 4.
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Ownership
(a) Amount beneficially owned
See responses to Item 9 on each cover page.
(b) Percent of Class
See responses to Item 11 on each cover
page.
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(c) Number of shares as to which the Reporting Person has:
(i) Sole power to vote or to direct the
vote:
See responses to Item 5 on each cover page.
(ii) Shared power to vote or to
direct the vote:
See responses to Item 6 on each cover
page.
(iii) Sole power to
dispose or to direct the disposition of:
See responses to
Item 7 on each cover page.
(iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
This Schedule 13G is being filed by Peridot Acquisition Sponsor, LLC
(the Sponsor).The Sponsor is controlled by its managing member, CEC Aventurine Holdings, LLC (Aventurine Holdings) and Aventurine Holdings is controlled by Carnelian Energy Capital III, L.P. (Carnelian Fund III),
its sole member. Carnelian Fund III is controlled by its general partner, Carnelian Energy Capital GP III, L.P. (Carnelian L.P.) and Carnelian L.P. is controlled by its general partner Carnelian Energy Capital Holdings, LLC
(Carnelian Holdings). Messrs. Tomas Ackerman and Daniel Goodman are the controlling members of Carnelian Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Aventurine Holdings, Carnelian
Fund III, Carnelian L.P., Carnelian Holdings and Messrs. Ackerman and Goodman. Each such entity or person disclaims beneficial ownership of these securities. The filing of this Statement shall not be construed as an admission that any of the
Reporting Persons is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable.
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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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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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Not Applicable.
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable.
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Item 9.
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Notice of Dissolution of Group
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Not Applicable.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 10, 2022
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PERIDOT ACQUISITION SPONSOR, LLC
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By:
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/s/ Jeffrey Gilbert
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Name: Jeffrey Gilbert
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Title: General Counsel and Corporate Secretary
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CARNELIAN ENERGY CAPITAL HOLDINGS, LLC
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By:
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/s/ Tomas Ackerman
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Name: Tomas Ackerman
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Title: Managing Member
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By:
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/s/ Daniel Goodman
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Name: Daniel Goodman
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Title: Managing Member
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TOMAS ACKERMAN
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By:
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/s/ Tomas Ackerman
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Name: Tomas Ackerman
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DANIEL GOODMAN
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By:
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/s/ Daniel Goodman
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Name: Daniel Goodman
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EXHIBIT LIST
Exhibit A Joint Filing Agreement, dated as of February 10, 2022
Peridot Acquisition (NYSE:PDAC)
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