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目錄
美國
證券交易委員會
華盛頓特區20549
表格 10-Q
（標記一）
x根據1934年證券交易法第13或15(d)節的季度報告
截至季度結束日期的財務報告2024年9月30日
or
o根據1934年證券交易法第13或15(d)節的轉型報告書
過渡期從to
委員會文件號 001-40733
___________________________
Li-Cycle Holdings Corp.
（按其章程規定的確切註冊人名稱）
___________________________
省份 安大略省，加拿大
 
（註冊或組織的）州或其他司法轄區
公司成立或組織）		（納稅人識別號碼）
207 Queens Quay West, Suite 590, 多倫多, 安大略, M5J 1A7。, 加拿大
（總部地址，包括郵政編碼）
(877) 542-9253
(註冊人電話號碼，包括區號)
 
（前名稱、地址及財政年度，如果自上次報告以來有更改）
在法案第12(b)條的規定下注冊的證券：
每一類的名稱交易標的在其上註冊的交易所的名稱
普通股，無面值LICY請使用moomoo賬號登錄查看New York Stock Exchange
請勾選以下選項以表明註冊人：（1）已在過去的12個月內根據《證券交易所法》第13或15（d）條規定提交了所有要求提交的報表（或者在所需提交此類報表的更短期限內），並且（2）在過去的90天內一直遵守了這些申報要求。Yes x 沒有o
請在方框內劃勾，以指示註冊人是否已在過去12個月內(或註冊人所需提交此類文件的較短期間內)遞交併張貼了根據規則405條款的電子交互數據文件(本章節第232.405條)。Yes x 沒有o
Common stock (
大型加速報告人x加速文件提交人o
非加速文件提交人o較小的報告公司o
新興成長公司o
如果是新興成長型企業，請勾選複選標記，表明註冊者已選擇不使用延長過渡期來符合根據證券交易法第13(a)條規定提供的任何新財務會計準則。 o
請勾選以下選項以指示註冊人是否爲外殼公司(根據交易所法規則12b-2定義)。是o 沒有x
截至2024年11月1日，註冊人持有 23,219,938普通股流通。

目錄
目錄
第1A項目. R風險因素

目錄
關於前瞻性聲明的注意事項
本季度報告中的某些陳述可能被認爲是「前瞻性陳述」，在美國《私人證券訴訟改革法》1995年修訂版第27A條、1933年修訂版美國證券法第21條、以及修訂版1934年美國證券交易法第21條和適用的加拿大證券法規定。
展望性聲明通常可以通過使用諸如「相信」、「可能」、「將」、「繼續」、「預計」、「打算」、「期望」、「應該」、「將會」、「可能」、「計劃」、「潛力」、「未來」、「目標」或其他類似表達來確認，這些表達預測或指示未來事件或趨勢，或者不是有關歷史事項的陳述，儘管並非所有展望性聲明都包含此類識別詞。本季度10-Q表格中的展望性聲明包括但不限於對以下事項的表述：預期Li-Cycle將回收關鍵的電池材料以建立國內封閉循環電池供應鏈，以滿足清潔能源未來的需求；預期在現金保全計劃下采取的措施將帶來現金節省；Li-Cycle對現金流出的預期；Li-Cycle對籌集額外資金以支付營業費用和流動性需求的預期；Li-Cycle對美國能源部貸款計劃的預期；Li-Cycle認爲，在重新啓動Rochester樞紐項目之前，將需要大量資金，或者將能夠重新啓動Rochester樞紐項目並籌集所需的資金以完成該項目的預期；Li-Cycle預期將停止或減緩其餘運營支點的運營，並重新評估短期內加強其支點和樞紐能力的策略；預期從關鍵電池材料銷售中認可收入；Li-Cycle對其他資本支出的預期；Li-Cycle預計需要在近期獲得替代的短期或長期融資，否則將不能在本季度報告後的十二個月內擁有足夠的現金及現金等價物或其他資源來支持當前運營的預期；關於潛在融資和其他戰略選擇的預期；與未來訴訟結果有關的預期，包括披露針對公司提出的某些機械留置權和所欠金額；有關吸引新供應商的預期；有關電動車和混合動力車輛數量的年增長率的預期；涉及鎳和鈷的價格和供應的預期；以及有關可回收的鋰電池(LIb)材料數量增長和關於Glencore可轉換票據可換股爲總股份數量的預期增長的預期。這些聲明基於Li-Cycle管理層所作的各種假設，無論是否在本季度10-Q報告中確認，這些假設包括但不限於Li-Cycle項目（包括暫停項目）的計時、範圍和成本；Li-Cycle設施的加工能力和生產；Li-Cycle對工作人員削減的期望；Li-Cycle獲取原料和管理供應鏈風險的能力；Li-Cycle增加回收能力和效率的能力；Li-Cycle以可接受的條款獲得融資或執行任何戰略交易的能力；Li-Cycle保留並聘用關鍵人員、與客戶、供應商和其他商業夥伴維持關係的能力；現金保全計劃的成功、重新審視Rochester樞紐未來戰略的結果；Li-Cycle吸引新供應商或從現有供應商擴大供應管道的能力；一般經濟條件；貨幣兌換和利率；報酬成本；以及通貨膨脹。無法保證這些假設將被證明正確，因此實際結果或事件可能與展望性聲明中表達或暗示的預期有實質性差異。
前瞻性陳述涉及固有風險和不確定性，其中大多數很難預測，其中許多超出了Li-Cycle的控制，可能導致實際結果與前瞻性信息大不相同。年度表格10-k上討論的風險因素和警語語言提供了可能導致實際結果與我們在此等前瞻性陳述中描述的期望大相左的風險、不確定性和事件的例子，包括但不僅限於：
•Li-Cycle估計的總可開拓市場;
•與Li-Cycle繼續作為營運機構的風險和不確定性相關；
•Li-Cycle倚重資深管理人員和關鍵人才的經驗和專業知識；
•Li-Cycle的董事和高管持有公司普通股的潛在可能與其他股東的利益存在差異或衝突；
•Li-Cycle的保險可能無法涵蓋所有責任和損害；
•Li-Cycle仰賴有限數量的商業夥伴來產生營業收入;
•客戶對再生材料的需求；

目錄
•紐交所可能會從純普通股中除牌，這可能會限制投資者進行我們的普通股交易的能力，並使我們受到額外的交易限制；
•Li-Cycle未能有效解決其內部財務報告控制方面已確認的材料弱點，或未能建立和維護適當有效的內部財務報告控制；並
•可能面臨訴訟或監管程序的風險，可能對Li-Cycle的財務業績造成重大不利影響。
除了在我們的10-k表格年度報告中討論的風險和不確定性之外，還描述了與Li-Cycle業務相關的其他風險和不確定性，以及前瞻性信息基礎上的假設，詳細說明在“第二部分-項目1A.風險因素”、“第一部分-項目2 管理層對財務狀況和營運結果的討論”以及其他章節中。由於這些風險、不確定性和假設，讀者不應過多依賴這些前瞻性陳述。實際結果可能與任何前瞻性陳述中所含內容有很大不同。Li-Cycle不承擔更新或修改任何前瞻性陳述的義務，除非適用法律要求。除本10-Q季度報告日期後的任何日期外，不應依賴這些前瞻性陳述來代表Li-Cycle的評估。
除非另有說明，本季度提交的10-Q表格中包括有關全球電動車和混合動力市場範圍、任何單個部件市場規模等方面的估計，以及鎳和鈷的價格和供應，以及電池材料供應回收，均基於我們管理層的善意估計，這些估計反過來又基於我們管理層對內部調查、獨立行業調查和報告，包括第三方研究分析師的報告和公開可得資訊的檢閱。這些數據涉及許多假設和局限，請您謹慎對待這些估計。我們並未獨立驗證此類來源中所含數據的準確性或完整性。

目錄
常用術語
根據本第十一Q表格所述，除非上下文另有要求或另有指明，否則對「我們,” “我們,” “我們的,” “Li-Cycle” 或“公司”權益代理」指的是安大略省一家名為Li-Cycle Holdings Corp.的公司及其合併子公司。
在這份文件中：
“A&R Glencore可轉換債券”指的是格倫科爾無抵押可轉換票據，該票據於2024年3月25日修訂並整理，與發行格倫科爾優先有擔保可轉換票據有關，以及第一筆A&R Glencore票據和第二筆A&R Glencore票據。
“阿拉巴馬分部“Spoke” 意指 2022年10月13日 開始運作的位於阿拉巴馬州塔斯卡盧薩附近的 Li-Cycle 的分部。
“Allocation Agreement北美黑色質量及精製產品分配協議，由Li-Cycle及其聯屬公司、Traxys和Glencore訂立。
“合併“Amalgamation” 意指根據安排條款，Peridot Ontario 和 NewCo 的合併。
“年度十-K表格報告“10-k”指的是公司截至2023年12月31日的年度報告，該報告於2024年3月15日提交給證券交易委員會（SEC），並由於2024年4月29日提交給SEC的10-K/A做出了修訂。
“安排“」表示計劃安排（包括業務組合）基本上與公司於2021年7月6日向美國證券交易委員會提交的Form F-4登記聲明中作為附件C附上的代理報告／說明書之形式一致。
“亞利桑那分公司「Arizona Spoke」意味著Li-Cycle在亞利桑那州吉爾伯特的分公司，該分公司於2022年5月17日開始運營。
“ATm計劃” 表示根據公司與b. Riley Securities, Inc.於2024年6月28日簽署的《就普通股份在場外市場發行銷售協議》開展的“場外市場”股權發行計劃，用於發售普通股。
“ATVm 計劃” 代表 DOE LPO 的愛文思控股革先進技術車輛製造業計劃。
“黑色的物質「黑色粉狀物質」是一種含有多種有價值金屬的物質，包括鎳、鈷和鋰礦。
“黑色質量及其等同物「」或「」BM&E「」 意爲黑色質量及具有相似金屬含量的類似黑色質量的產品。
“董事會「」指公司的董事會。
“借款人實體”表示Li-Cycle U.S. Inc.，Li-Cycle Inc.和Li-Cycle North America Hub，Inc。
“業務組合”表示業務合併協議所約定的交易。
“業務組合協議「業務合併協議」指的是2021年2月15日訂立的Peridot、Li-Cycle公司和NewCo之間經修訂的協議。
“B·萊利” 意思是 b. Riley Securities, Inc.
“現金保值計劃”指的是2023年11月1日啓動的現金保值計劃，其中包括減少公司支持職能部門的員工，暫停安大略分公司的生產，並實施管理計劃

目錄
降低Black Mass＆Equivalents的生產水平，以及在其其餘運營的Spoke位置減緩運營，以減少支出和減緩現金流出，同時審查現有計劃，以增加Spoke產能，並採取其他措施來保存公司的可用現金，同時尋求公司的資金籌集替代方案，並繼續審查Rochester Hub項目的前進策略。
“CECL「"」代表目前預估的信貸損失。
“CODM”代表首席營運決策者。
“普通股” 意指公司的普通股，並無面額。
“權益代理「”」代表著Li-Cycle Holdings Corp。
“合併財務報表附註「"意味本季度報告10-Q表格的第I部分第1項中包含的未經審核的簡明總體中期基本報表。」
“延續「」表示Peridot從開曼群島根據公司法轉變為一家存在於加拿大安大略省的公司，依據OBCA存在。
“CTC”表示完工成本。
“未审计的简明合并中期财务报表注释「」代表著明確可行性研究。
“美國能源部 美國能源部。
“DOE貸款設施「」代表與美國能源部達成的最終融資協議，用於高達47500萬美元的貸款設施。
“EV 是指電池車。” 代表新能源車。
“第一筆預付款” 表示動用美國能源部貸款設施。
“First A&R嘉能可債券「」表示A&R嘉能可無擔保可轉換票據的第一筆分期。
“德國分公司「Germany Spoke」指的是Li-Cycle在德國馬格德堡的分公司，於2023年8月1日開始運營。
“力拓「"意味著嘉能可(adr)及其子公司。」
“咸豐可轉換票據” 意指A＆R咸豐可轉換票據和咸豐優先擔保可轉換票據，以及因應應付的利息而發行的任何PIk票據。
“咯林谷提名人「咯林谷提名人」表示由咯林谷及其子公司提名的三位董事。
“咯倫科爾注購協議“” 意指2022年5月5日與咯倫科爾有限公司簽訂的注購協議。
“嘉能可(adr)優先擔保可轉換票據” 指的是發行給嘉能可(adr)附屬公司的總本金為$7500萬美元的嘉能可(adr)優先擔保可轉換票據，根據嘉能可(adr)優先擔保可轉換票據購買協議於2024年3月25日發行，該票據可能不時經修訂。
“嘉能可(adr)優先擔保可轉換票據購買協議“”指的是2024年3月11日簽訂並於2024年3月25日經修改和重訂的協議，由該公司、嘉能可(adr)的一個關聯公司和其中提名的其他方共同簽訂，用於發行嘉能可(adr)優先擔保可轉換票據。

目錄
“嘉能可無抵押可轉換票據「20000萬美元截至2027年5月31日到期的無抵押可轉換票據，根據2022年5月31日簽署的嘉能可票據購買協議發行，此類票據可能不時被修訂。」
“嘉能可無抵押可轉換票據”表示嘉能可無抵押可轉換票據，連同發行以滿足應付利息的PIk票據。
“嘉能可證券「」指Li-Cycle向嘉能可可轉換票據持有人發行的權證，用於選擇性贖回該嘉能可可轉換票據，使持有人有權在該嘉能可轉換票據的到期日之前，按照可轉換價格進行買入，買入的普通股數量等於被贖回的嘉能可轉換票據的本金金額除以當時適用的轉換價格。
“Hub「」指的是一個集中生產特種材料的大規模生產設施，在回收過程中實現規模經濟。
“HubCo” 表示 Li-Cycle North America Hub, Inc.
「Hubiack證券訴訟」 指的是Hubiack訴Li-Cycle Holdings Corp.等人，1:23-cv-09894 (S.D.N.Y.)。
“ICFR「」 意味着針對財務報告的內部控制。
“發行日期注意擔保方「」指的是Li-Cycle公司、Li-Cycle美洲公司、Li-Cycle公司和Li-Cycle北美樞紐公司。
“畢馬威會計師事務所” 代表KPMG LLP。
“KSP可轉換票據「」指的是最初於2021年9月29日根據KSP票據購買協議發行給Spring Creek Capital, LLC（Koch戰略平台, LLC，Koch投資集團旗下公司的關聯公司）的面值爲10000萬美元的無擔保可轉換票據, 並於2022年5月1日轉讓給其附屬公司Wood River Capital, LLC，並於2022年5月5日，2023年2月13日和2024年3月25日進行修改，隨着時間可能進一步修訂的票據。
“KSP可轉換債券”代表KSP可轉換債券以及作為滿足應付利息而發行的任何PIk債券。
“KSP筆記購買協議“”表示2021年9月29日與Spring Creek Capital, LLC公司簽訂的筆記購買協議，並於2022年5月1日轉讓給Wood River Capital, LLC。
“鋰礦「LIB」指的是鋰離子電池，包括鋰離子電池製造廢料和報廢的鋰離子電池。
“LIBOR「LIBOR」代表倫敦同業拆放利率。
“lienors“”代表特定的承包商、分包商、顧問和供應商。
“長期激勵計劃“” 意指利循環控股公司的2021年激勵獎計劃。
“LPO” 代表美國能源部的貸款計劃辦公室。
“主要生產線加工能力對於Li-Cycle的輪輻而言，指的是使用Li-Cycle的專利浸沒碎裂工藝或專為含電解液並存在熱失控風險的電池材料而設計的"濕碎裂"來進行加工的能力。
“Marcum「Marcum Canada LLP.」代表瑪庫加拿大有限責任合夥公司。

目錄
“mastec”表示Mastec Industrial Corp.
“MHP”代表混合氫氧化物沉澱，含有鎳、鈷和錳。
“MHP應付款項「」指的是公司在出售MHP產品時所收到的金屬應收款項的百分比。
“MHP範圍“”表示羅徹斯特樞紐項目的範圍僅專注於生產鋰礦碳酸鹽和MHP所需的那些流程領域。
“Moelis「」代表Moelis＆Company LLC。
“NewCo「”」在合併前指的是Li-Cycle Holdings Corp。
“紐約輻” 表示Li-Cycle在紐約羅徹斯特的運營中心，該中心於2020年底開始運營。
“挪威支輪 ” 意味著Li-Cycle在挪威莫斯計劃中的輪轉中，目前發展工作暫停。
“注意擔保人“”表示發帖關閉擔保人和發行日期擔保人。
“紐交所紐交所
“OBCA”代表安大略省《業務公司法案》。
“OEM「原始設備製造商」的意思。
“安大略分支「安大略分支」指的是位於安大略省金士頓市的Li-Cycle分支機構，其業務於2023年11月1日暫停，正在進行結束工作。
“螢石於繼續前，Cayman Islands免稅公司Peridot Acquisition corp.，繼續後，Peridot Ontario。
“Peridot 安大略省” 意味著 Peridot 在 Continuance 之後繼續根據OBCA。
“PIK「”」表示以實物支付。
“PIk利息「」代表以實物支付的利息。
“PIk筆記「PIk Notes」指的是Li-Cycle可能不定期發行的額外無擔保可轉換票據，以滿足KSP可轉換票據、A&R Glencore可轉換票據或Glencore優先擔保可轉換票據應支付但未支付的利息，並可能隨時修訂的票據。
“派克” 意指派克傳送技術有限責任公司。
“計劃中的Portovesme集散中心“” 意指與Glencore共同開發計劃，以在位於意大利Portovesme的中心設施生產關鍵電池材料，其明確可行性研究目前暫停進行。
「收盤後保證人」 意指Li-Cycle歐洲股份公司和Li-Cycle德國有限公司。
“PSUs”代表績效股份單位。
“羅切斯特中心” 意味著在紐約羅徹斯特發展中的Li-Cycle首個商業化規模中心，其施工目前已暫停。

目錄
“租賃資產「」代表使用權資產。
“限制性股票單位「RSU」代表限制性股票單位。
“美國證券交易委員會「」代表美國證券交易委員會（U.S. Securities and Exchange Commission）。
“第二期A&R嵌夾式格倫科爾債券” 表示A&R Glencore無擔保可轉換債券的第二期。
“證券法“”表示美國1933年修正案證券法。
“股份整合“”代表所有普通股的股份合併比例，即每8股事前合併的普通股換發1股事後合併的普通股，自2024年6月3日起生效。
“附屬信件協議” 意味著與嘉能可(adr)、Glencore Canada Corporation 和 Glencore plc 及其附屬公司簽署的附加協議。
“SOFR「'」代表隔夜拆息（SOFR）。
“特別委員會「」代表由獨立董事組成的特別委員會，該委員會是為了與羅徹斯特中心項目前瞻性策略的全面審查相關而成立的。參見「第I部分—第2項。管理的討論與財務狀況及營運結果分析—最近的流動性發展」。
“輪輻「Spoke」指的是在電池供應來源附近機械處理電池，並處理廢電池和電池製造業廢料的初步處理的去中心化設施。
“SpokeCo” 意指 Li-Cycle 公司。
“Traxys「Traxys North America LLC.」代表Traxys北美有限責任公司。
“美國通用會計原則“GAAP” 意指通常公認會計原則。
參考“”指的是美元。美元,” “美元指數,” “美元」與「Controlled」有相關的含義。$參考“”指的是加拿大元。參考“CA$”指的是加拿大元」與「Controlled」有相關的含義。加幣。「」代表加拿大元，而「eur」、「eur」則指歐洲貨幣聯盟的共同貨幣。
本季度的10-Q表格包含我們擁有或有權使用的某些商標、服務標誌和商業名稱，如「Li-Cycle」和「Spoke & Hub Technologies」，這些商標受適用的知識產權法保護，併爲我們所有。我們已經或正在取得在我們運營或未來可能運營的國家中使用這些商標、服務標誌和商業名稱的獨家權利。本季度的10-Q表格還包含其他各方擁有的附加商標、商業名稱和服務標誌，這些商標、商業名稱和服務標誌是其各自所有者的財產。僅爲方便起見，在本季度的10-Q表格中提到的我們的商標、服務標誌和商業名稱可能不帶有®或™符號，但這些參考並不意味着我們不會根據適用法律的最大程度主張這些商標、服務標誌和商業名稱的權利。我們並不打算使用或展示其他各方的商標、商業名稱或服務標誌以意味着，也不應被解釋爲意味着，我們與這些其他各方存在關係，或者由這些其他各方對我們進行背書或贊助。


目錄
第一部分 財務信息

目錄
項目1.基本報表
未經審計的簡明綜合中期基本報表指數

目錄
Li-Cycle 控股
未經審計的簡明合併中期運營報表和綜合虧損報表
除股票和每股金額外，所有列報的美元金額均以百萬美元表示
在截至2024年9月30日的三個月中在截至2023年9月30日的三個月中在截至2024年9月30日的九個月中在截至2023年9月30日的九個月中
收入
產品收入$4.4 $3.5 $11.5 $9.7 
回收服務收入4.0 1.2 9.5 2.2 
總收入8.4 4.7 21.0 11.9 
銷售成本
銷售成本-產品收入(19.4)(20.1)(54.3)(59.4)
銷售成本-回收服務收入(0.6)— (3.0)— 
總銷售成本(20.0)(20.1)(57.3)(59.4)
銷售、一般和管理費用(12.9)(25.9)(58.8)(73.5)
研究和開發(0.7)(2.7)(1.2)(4.9)
運營損失$(25.2)$(44.0)$(96.3)$(125.9)
其他收入（支出）
利息收入0.5 2.5 2.0 11.7 
利息支出(17.3)(0.2)(44.4)(1.4)
外匯收益（虧損）(0.7)0.1 (0.9)(0.9)
金融工具的公允價值收益99.2 10.9 110.1 17.5 
債務清償損失（注11）— — (58.9)— 
$81.7 $13.3 $7.9 $26.9 
稅前淨利潤（虧損）$56.5 $(30.7)$(88.4)$(99.0)
所得稅— ——(0.1)
淨利潤（虧損）和綜合虧損$56.5 $(30.7)$(88.4)$(99.1)
歸因於的淨利潤（虧損）和綜合利潤（虧損）
Li-Cycle 控股公司的股東56.5 (30.7)(88.4)(99.0)
非控股權益— — — (0.1)
普通股每股利潤（虧損）——攤薄$2.15 $(1.38)$(3.81)$(4.47)
普通股每股利潤（虧損）——基本$2.43 $(1.38)$(3.81)$(4.47)
附註是未經審計的簡明合併中期財務基本報表的組成部分。

目錄
未經審計的簡明合併綜合 interim balance sheets
所顯示的所有金額均以美元百萬美元爲單位，股份和每股金額除外
九月30日,12月31日,
20242023
資產
流動資產
現金及現金等價物$32.2 $70.6 
受限現金9.9 9.7 
2,687,823 8.2 1.0 
其他應收款1.2 1.9 
預付款、存款及其他流動資產21.4 56.2 
淨存貨9.2 9.6 
總流動資產82.1 149.0 
非流動資產
物業、廠房和設備，淨值693.2 668.8 
經營租賃權使用資產88.5 56.4 
融資租賃使用權資產— 2.2 
其他6.8 9.6 
788.5 737.0 
資產總額$870.6 $886.0 
負債
流動負債
應付賬款$105.1 $134.5 
應計負債24.2 17.6 
遞延收入— 0.2 
經營租賃負債6.5 4.4 
流動負債合計135.8 156.7 
非流動負債
應付賬款3.3 — 
遞延收入5.8 5.3 
經營租賃負債86.7 56.2 
融資租賃負債— 2.3 
可轉換債券342.6 288.1 
資產養老責任1.1 1.0 
439.5 352.9 
負債合計$575.3 $509.6 
承諾和 contingencies (注14)
未來持續經營（注1）
股權
普通股票和額外支付的資本
授權無限股份，於2024年9月30日發行並流通 - 23.2 百萬股，截至2024年9月30日（22.2 截至2023年12月31日的百萬股)
655.6 648.3 
累積赤字(360.0)(271.6)
累計其他綜合損失(0.3)(0.3)
股東權益總計295.3 376.4 
負債和所有者權益總額$870.6 $886.0 
附註是未經審計的簡明合併中期財務基本報表的組成部分。

目錄
Li-Cycle Holdings Corp.
未經審計的簡明綜合中期股權財務報表
所顯示的所有金額均以美元百萬美元爲單位，股份和每股金額除外
截至三個月結束時普通股股數普通股票和額外支付的資本累積赤字累計其他綜合損失Li-Cycle Holdings Corp.股東應占股權非控制權益總計
2024年6月30日結餘22,500,000$652.5 $(416.5)$(0.3)$235.7 $— $235.7 
RSUs契約的解決———————
在ATM方案下發行普通股700,0001.2——1.2—1.2
以PSU爲基礎的股權報酬—3.0——3.0—3.0
股票期權的股票補償—(1.1)——(1.1)—(1.1)
淨虧損和綜合虧損——56.5—56.5—56.5
2024年9月30日餘額23,200,000655.6(360.0)(0.3)295.3 — 295.3 
2023年6月30日，餘額22,225,000642.2 (202.0)(0.3)439.9 — 439.9 
RSUs契約的解決37,500— — — — — — 
行使股票期權12,500— — — — — — 
股份獎勵 - RSUs—3.0 — — 3.0 — 3.0 
股份獎勵 - 期權—1.0 — — 1.0 — 1.0 
淨虧損和綜合虧損—— (30.7)— (30.7)— (30.7)
2023年9月30日餘額22,275,000$646.2 $(232.7)$(0.3)$413.2 $— $413.2 

在結束的九個月裏普通股數量普通股和額外實收資本累計赤字累計其他綜合虧損歸屬於Li-Cycle控股公司股東的股權非控股權益總計
餘額，2023 年 12 月 31 日22,200,000$648.3 $(271.6)$(0.3)$376.4 $— $376.4 
限制性股的結算300,000——————
與aTm計劃相關的普通股的發行700,0001.2——1.2—1.2
基於股票的薪酬-限制性股票單位—6.1——6.1—6.1
股票薪酬-期權———————
淨虧損和綜合虧損——(88.4)—(88.4)—(88.4)
餘額，2024 年 9 月 30 日23,200,000655.6(360.0)(0.3)295.3 — 295.3 
餘額，2022 年 12 月 31 日22,012,500635.3 (133.6)(0.3)501.4 0.2 501.6 
限制性股的結算100,000— — — — — — 
行使股票期權162,500— — — — — — 
基於股票的薪酬-限制性股票單位—8.5 — — 8.5 — 8.5 
股票薪酬-期權—2.8 — — 2.8 — 2.8 
向子公司非控股權益持有人付款—(0.4)— — (0.4)(0.2)(0.6)
淨虧損和綜合虧損—— (99.1)— (99.1)— (99.1)
餘額，2023 年 9 月 30 日22,275,000$646.2 $(232.7)$(0.3)$413.2 $— $413.2 
附註是未經審計的簡明合併中期財務報表的組成部分。


目錄
Li-Cycle 控股
未經審計的簡明合併中期現金流量報表
除股票和每股金額外，所有列報的美元金額均以百萬美元表示
在截至9月30日的九個月中，
20242023
運營活動
該期間的淨虧損$(88.4)$(99.1)
爲使淨虧損與經營活動中使用的淨現金相一致而進行的調整：
基於股份的薪酬6.110.7
折舊和攤銷11.26.4
翻譯造成的外匯損失0.5(0.3)
金融工具的公允價值（收益）(110.1)(17.5)
壞賬支出—1.0
調整可變現淨值(1.8)4.4
註銷固定資產的損失0.1—
可轉換債務的利息和增值44.41.4
已付利息(0.8)—
債務清償損失（注11）58.9—
非現金租賃費用(1.8)0.1
(81.7)(92.9)
營運資金項目的變化：
應收賬款(7.2)0.9
其他應收賬款0.76.4
預付款和存款(1.2)(15.3)
庫存2.2(0.8)
遞延收入0.35.3
應付賬款和應計負債(5.6)7.1
用於經營活動的淨現金$(92.5)$(89.3)
投資活動
購買不動產、廠房、設備和其他資產(20.6)(290.8)
用於投資活動的淨現金$(20.6)$(290.8)
融資活動
可轉換債務的收益75.0—
普通股的發行1.2—
支付交易費用(1.3)—
收購非控股權益—(0.4)
融資活動提供（用於）的淨現金$74.9$(0.4)
現金、現金等價物和限制性現金的淨變動(38.2)(380.5)
現金、現金等價物和限制性現金，期初80.3517.9
現金、現金等價物和限制性現金，期末$42.1$137.4
補充非現金投資活動：
購置不動產和設備包括在負債中$23.9 $16.1 
補充信息：
壞賬追回$1.0 $— 
附註是未經審計的簡明合併中期財務報表的組成部分。

目錄
Li-Cycle Holdings Corp.
未經審計的簡明合併中期財務報表附註
所顯示的所有金額均以美元百萬美元爲單位，股份和每股金額除外
1.    財務報表編制依據和重大會計政策摘要
附圖未經審計的簡明綜合中期基本報表已按照美國通用會計準則(「美國會計原則」)和SEC的適用季度報告法規編制，以美元呈現。美國通用會計準則附圖未經審計的簡明綜合中期基本報表已按照美國通用會計準則(「美國會計原則」)和SEC的適用季度報告法規編制，以美元呈現。
公司的這些簡明綜合中期財務報表，包括截至2024年9月30日的簡明綜合中期資產負債表、截至2024年9月30日止的簡明綜合中期損益表、簡明綜合中期所有者權益變動表以及2024年和2023年截至9月30日止的簡明綜合中期現金流量表，以及所附說明披露的其他信息，未經審計。2023年12月31日的簡明綜合資產負債表，來源於該日期的經審計的綜合財務報表，但未包括美國通用會計準則要求的完整財務報表中的所有信息和附註。
公司管理層認爲，已納入所有必要的調整（包括正常的重複調整），以公平地反映截至2024年9月30日的財務狀況，以及截至2024年9月30日和2023年的三個月和九個月的經營成果，以及截至2024年9月30日和2023年的九個月的現金流量。中期業績並不能完全代表一整年或未來任何年份或中期期間的財務業績。
公司重新分類了一些金額，以符合當前期間的呈現方式。
持續經營
會計的持續經營基礎假設公司將來能夠繼續運營，並能夠在業務的正常 course 計中實現其資產並履行其責任和承諾。
公司已評估是否存在一些條件和事件，在總體上考慮，對公司未經審計的簡明綜合中期財務報表在發佈之日起一年內繼續作爲現實存在的能力引發了重大疑慮。根據其自成立以來的持續經營虧損，其中包括2024年9月30日三個月和九個月的營運虧損爲1000萬美元（2023年9月30日三個月和九個月的營運虧損爲1000萬美元），2024年9月30日九個月期間經營活動中使用的淨現金爲1000萬美元（25.2百萬 和 $96.3 公司已評估是否存在一些條件和事件，在總體上考慮，對公司未經審計的簡明綜合中期財務報表在發佈之日起一年內繼續作爲現實存在的能力引發了重大疑慮。根據其自成立以來的持續經營虧損，其中包括2024年9月30日三個月和九個月的營運虧損爲1000萬美元（2023年9月30日三個月和九個月的營運虧損爲1000萬美元），2024年9月30日九個月期間經營活動中使用的淨現金爲1000萬美元（44.0百萬 和 $125.9 公司已評估是否存在一些條件和事件，在總體上考慮，對公司未經審計的簡明綜合中期財務報表在發佈之日起一年內繼續作爲現實存在的能力引發了重大疑慮。根據其自成立以來的持續經營虧損，其中包括2024年9月30日三個月和九個月的營運虧損爲1000萬美元（2023年9月30日三個月和九個月的營運虧損爲1000萬美元），2024年9月30日九個月期間經營活動中使用的淨現金爲1000萬美元（92.5 公司已評估是否存在一些條件和事件，在總體上考慮，對公司未經審計的簡明綜合中期財務報表在發佈之日起一年內繼續作爲現實存在的能力引發了重大疑慮。根據其自成立以來的持續經營虧損，其中包括2024年9月30日三個月和九個月的營運虧損爲1000萬美元（2023年9月30日三個月和九個月的營運虧損爲1000萬美元），2024年9月30日九個月期間經營活動中使用的淨現金爲1000萬美元（89.3 截至2023年9月30日的九個月內，因羅切斯特中心項目的施工暫停（如下所述），公司已得出結論，對於這些未經審計的簡明綜Rochesterlovaginterim 基本報表發佈之日起一年內，存在重大疑慮，將有能力持續經營。
截至2024年9月30日，公司負債$9.9 受限現金中有百萬美元，其中有$3.0 百萬美元用作德國Spoke運營相關垃圾處置義務的安保，$5.6 百萬美元用作未來電池廢物回收服務的預定費的銀行擔保。此外，公司還有$1.3 百萬美元作爲現金按金與其銀行保持資金卡和履約按金的安全性。由於這些基金在合同上受限，並且公司不能將其用於一般經營目的，因此它們被歸類爲合併資產負債表中的受限現金.
截至目前爲止，公司主要通過以下方式籌集資金來進行業務：(i) 業務組合；(ii) 同時進行的私募普通股，金額爲$；(iii) 其他Li-Cycle證券的私募發行（包括可轉債和普通股）；(iv) ATM計劃；和 (v) 政府撥款。2024年3月11日，公司簽署了一項私募協議（“315.5百萬普通股私募；(iii) 其他Li-Cycle證券的私募（包括可轉債和普通股）；(iv) ATM計劃；和(v) 政府撥款。2024年3月11日，公司達成了一項定向增發協議（“Glencore 高級擔保可轉換票據購買協議百萬，向嘉能可(adr)的關聯公司發行高級擔保可轉換票據，合計本金金額爲$75.0百萬，向嘉能可(adr)的關聯公司發行高級擔保可轉換票據的”Glencore 高級擔保可轉換票據”），該交易於2024年3月25日結束。於2024年11月7日，公司簽訂了一項貸款協議（“DOE 貸款計劃最高可達$金額475百萬美元(包括高達$的本金445百萬美元的本金和高達$的利息及遞延利息）30美國能源部的(“DOE”)貸款項目辦公室的愛文思控股汽車先進技術製造業項目(“ATVM 計劃”). The Company is actively exploring additional financing and strategic alternatives for a complete funding package needed to restart construction at the Rochester Hub (of which the DOE Loan Facility is a key component) and for general corporate purposes. The funding package would assist in satisfying the conditions required to draw against the DOE Loan Facility, including funding the remaining Base Equity Contribution (which includes reserve account requirements) and a minimum cash balance. There can be no assurance that the Company will be able to secure additional funding at attractive commercial terms or at all. Furthermore, any additional financing, including the recent Glencore Senior Secured Convertible Note investment, and any borrowings that

目錄
Li-Cycle Holdings Corp.
未經審計的簡明合併中期財務報表附註
所顯示的所有金額均以美元百萬美元爲單位，股份和每股金額除外
DOE借貸基金計劃下將可提供，並且未來在ATm計劃下進行的任何銷售可能不足以爲持續經營提供充足流動性，爲公司未來的增長或資本項目（包括羅切斯特樞紐）提供資金，或以其他方式滿足公司的資金需求和義務。格倫科爾可轉換票據和DOE借貸基金已經或將會有限制性契約，嚴重限制公司的經營和財務靈活性，或者以獲取未來融資的能力。
此外，公司執行增長策略存在固有風險。無法保證公司將發展製造業-半導體能力和流程，以確保可靠的零部件供應來源，以滿足質量、工程、設計或生產標準，或達到所需的生產量，從而成功發展成一傢俱有現金流正值的業務。
這些因素，加上潛在的通貨膨脹、商品和勞動力價格上漲以及其他具有挑戰性的宏觀經濟條件，促使公司採取緩和措施，加強其財務狀況，增強流動性並保持現金流，包括：
•2023年10月23日，Li-Cycle宣佈已暫停在Rochester Hub上的施工工作，等待完成對項目未來策略的全面審查。
•在對羅切斯特中心項目未來發展策略進行全面審查的同時，董事會成立了特別委員會，其中包括以下任務：（1）監督和管理公司所有或部分運營和資本項目的戰略審查，包括銷售、總務等職能；（2）考慮融資和其他戰略選擇。 「董事會」）成立了特別委員會，以，其中包括以下任務：（1）監督和管理公司所有或部分運營和資本項目的戰略審查，包括銷售、總務等職能；（2）考慮融資和其他戰略選擇。

•特別委員會選擇了摩爾士及其他顧問，協助探討融資選擇，以增加Li-Cycle的流動性和管理開空，實施產生流動性的倡議。
•2023年11月1日，公司啓動了現金保全計劃的實施，該計劃在截至2024年9月30日的季度內繼續更新和執行。保全活動包括減少公司的企業支持功能人員配備、暫停生產並努力關閉公司的安大略州輻射和倉儲設施，暫停其他發展項目以待戰略審查，並推動在開支和銷售領域以及一般和行政成本方面的降低。
這些因素代表了對公司能否持續作爲經營實體的重大不確定性。這些未經審計的合併中期財務報表未反映如若經營實體假設不適當所需的調整。如果這些未經審計的簡明合併中期財務報表的經營實體基礎不適當，可能需要對資產和負債的賬面價值或報告支出進行調整，這些調整可能是重大的。
開多的資產減值
公司在出現事件或情況表明資產或資產組的賬面價值可能無法收回時，會檢討長期資產，如廠房和設備、有限使用壽命無形資產和租賃資產（"ROU資產）是否存在減少資產或資產組市場價格、資產或資產組的使用方式或程度發生重大變化、公司運用或物理狀況發生重大變化、法律因素或業務環境發生顯著變化、過去或未來的運營或現金流預計出現損失、重大處置活動、公司股價大幅下跌、營收大幅下降或經濟環境惡化等情況。上述任何一種個別跡象的存在，或其他跡象，不自動說明長期資產可能無法收回。相反，管理層會行使判斷，並在確定長期資產可能無法收回時，考慮所有潛在跡象和現有情況的綜合效應，無論其可能是積極的還是消極的。
For further information and details of the Company’s significant accounting policies, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K, and “Part I. Financial Information—Item 2. Management’s discussion and analysis of financial condition and results of operations - Material Accounting Policies and Critical Estimates” in this Quarterly Report on Form 10-Q.

目錄
Li-Cycle Holdings Corp.
未經審計的簡明合併中期財務報表附註
所顯示的所有金額均以美元百萬美元爲單位，股份和每股金額除外
2.    Accounting Changes
Recently issued accounting standards
Segment Reporting Disclosures
Standard/Description – Issuance date: November 2023. This guidance requires the disclosure of significant segment expenses that are regularly provided to a company's chief operating decision maker and included within each reported measure of segment profit or loss. The Company must also disclose “other segment items,” which is the difference between segment revenue less significant expenses for each reported measure of segment profit or loss, and a description of its composition. This guidance also requires all segment annual disclosures to be provided on an interim basis.
Effective Date and Adoption Considerations – The guidance is effective for annual periods beginning after December 15, 2024, and for interim periods beginning January 1, 2025, and is required to be applied on a retrospective basis to all prior periods presented. Early adoption is permitted. The Company will adopt the guidance as of the effective date.
Effect on Financial Statements or Other Significant Matters – The Company is currently evaluating the impact of adoption on its financial statements; however, as the guidance is a change to disclosures only, no impacts to the consolidated financial results are expected.
所得稅披露
標準/描述-發佈日期：2023年12月。該指南要求將稅率調整分解爲八個類別，並要求對超過特定閾值的項目進行進一步分解。此外，該指南要求按聯邦、州和外國管轄區將已支付所得稅的披露細分。
生效日期和採納考慮事項 - 該指南將於2025年1月1日生效，允許提前採納。公司預計將在生效日期採納該指南。
對基本報表或其他重要事項的影響 - 公司目前正在評估採納對其基本報表的影響；然而，由於指引僅涉及披露的變更，不預計對合並財務業績造成影響。
3.    營業收入 - 產品銷售和回收服務
截至2024年9月30日三個月的數據截至2023年9月30日三個月的業績截至2024年9月30日止九個月2023年9月30日結束的九個月內的合同餘額
產品營業收入在本期確認$4.3 $3.5 $10.7 $15.7 
公平價值定價調整0.1 — 0.8 (6.0)
產品營業收入$4.4 $3.5 $11.5 $9.7 
回收服務營業收入在本期確認4.0 1.2 9.5 2.2 
營業收入$8.4 $4.7 $21.0 $11.9 
在羅切斯特樞紐項目目前暫停施工期間，公司的主要業務是銷售產品（包括黑焦與等效物和廢金屬）以及鋰離子電池回收服務，這兩者共佔銷售額的100%。 公司產品和回收服務的主要市場是美國、加拿大、德國和亞洲。
產品營業收入以及相關的貿易應收款項，在初始確認時使用各種金屬的暫定價格計量，並且任何未結算的銷售在每個報告期末使用各種金屬的市場價格重新計量。公允價值變動被確認爲產品營業收入和相關應收款的調整，當適用的金屬價格從初始確認日上漲或下跌時可能會導致盈利和損失。
應收賬款，淨額
公司認定當前估計的信用損失（“CECL（Current expected credit losses，預期信貸損失）”）適用於未確定臨時定價的應收賬款。應收賬款的CECL是根據逾期天數進行估計，包括在相似風險特徵並處於相似經濟環境下運營的客戶。公司根據對某些標準和收款不確定性的評估確定CECL，包括客戶行業狀況。當特定客戶被確定不再與其當前組合共享相同風險概況時，它們將被從組合中移除並單獨評估。

目錄
Li-Cycle Holdings Corp.
未經審計的簡明合併中期財務報表附註
所顯示的所有金額均以美元百萬美元爲單位，股份和每股金額除外
The allowance for credit losses as at September 30, 2024 was $nil (December 31, 2023 : $nil) and no expected credit loss provisions were recognized for the nine months ended September 30, 2024.
Bad debt expense recovery for the three and nine months ended September 30, 2024 was $nil and $1.0 million (Bad debt expense for the three and nine months ended September 30, 2023: $nil and $0.9 million).
Accounts receivable are stated at the amount the Company expects to collect. The Company generally does not require collateral or other security in support of accounts receivable. To reduce credit risk, the Company performs ongoing credit evaluations of its customers’ financial condition.
Deferred revenue
In the normal course of business, the Company receives advances from customers for the sale of products and the provision of lithium-ion battery recycling services. The table below depicts the activity in the deferred revenue account during the nine months ended September 30, 2024 and twelve months ended December 31, 2023.
Product Revenue
September 30, 2024December 31, 2023
Balance, beginning of the period$— $— 
Additions7.8 — 
Revenue recognized(7.8)— 
Balance, end of the period $— $— 
Current deferred revenue— — 
Non-current deferred revenue$— $— 
Recycling Service Revenue
September 30, 2024December 31, 2023
Balance, beginning of the period$5.5 $— 
Additions— 5.4 
Foreign exchange revaluation0.3 0.1 
Balance, end of the period $5.8 $5.5 
Current deferred revenue— 0.2 
Non-current deferred revenue$5.8 $5.3 
The remaining performance obligation (RPO) relates to the delivery of products or services for which cash has been received in advance. At September 30, 2024, $5.8 million relates to services and is expected to be recognized in 3-5 years.
4.    Prepayments, deposits and other current assets
As atSeptember 30, 2024December 31, 2023
Prepaid equipment deposits$1.0$40.1
Prepaid transaction costs11.17.8
Prepaid lease deposits5.35.6
Prepaid insurance4.54.6
Prepaid construction charges0.92.6
Other prepaids3.73.3
Total prepayments, deposits and other current assets$26.5$64.0
Non-current security deposits(5.0)(5.0)
Non-current insurance(0.1)(2.8)
Current prepayments and deposits$21.4$56.2
Other prepaids consist principally of other deposits, prepaid subscriptions and environmental deposits. Non-current security deposits and non-current insurance are recorded in other assets on the condensed consolidated interim statements of financial

Table of Contents
Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
position. Prepaid transaction costs primarily consist of prepayments made in connection with the conditional commitment with the U.S. Department of Energy Loan Programs Office for a loan.
5.    Inventories, net
As atSeptember 30, 2024December 31, 2023
Raw materials$—$0.8
Finished goods4.43.7
Parts and tools4.85.1
Total inventories, net$9.2$9.6
The inventory balances for raw materials and finished goods are presented at the lower of cost and net realizable value. For the three and nine months ended September 30, 2024, the net realizable impact resulted in a favorable inventory adjustment of $1.6 million and $1.8 million (three and nine months ended September 30, 2023: write down of $0.8 million and $4.4 million). The adjustments are recorded in cost of sales in the unaudited condensed consolidated interim statements of operations and comprehensive income (loss).
6.    Property, plant and equipment, net
As atSeptember 30, 2024December 31, 2023
Building$58.8 $58.8 
Plant equipment51.2 55.3 
Computer software and equipment4.9 4.5 
Vehicles0.2 0.2 
Leasehold improvements14.7 13.5 
Assets under construction588.5 552.6 
$718.3 $684.9 
Less – accumulated depreciation(25.1)(16.1)
Total property, plant and equipment, net$693.2$668.8
For the three and nine months ended September 30, 2024, $nil and $nil in borrowing costs (for the three and nine months ended September 30, 2023: $5.4 million and $29.9 million) were capitalized to assets under construction due to the pause of construction at the Rochester Hub. Depreciation expense for the three and nine months ended September 30, 2024 was $4.2 million and $9.0 million compared to $2.2 million and $3.9 million in the corresponding periods of 2023. In the nine months ended September 30, 2024, the Company received proceeds of $5.8 million (€5.3 million) of the $6.9 million (€6.4 million) approved grant for the Germany Spoke from the State of Saxony-Anhalt, Germany and recognized this amount as a reduction in plant equipment.
Refer to Note 14 (Commitments and contingencies) for details of contractual commitments to purchase fixed assets.
7.    Leases
The Company’s lease portfolio is predominantly operating leases for plant operations, storage facilities, and office space. The Company presents operating and finance lease balances separately on the consolidated balance sheets. The Company’s finance leases relate to plant operations. The Company does not include options to extend leases in the lease term until they are reasonably certain to be exercised. The following table presents the Company's lease balances and their classification on the unaudited condensed consolidated interim statements of operations and comprehensive loss:

Table of Contents
Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
September 30, 2024
September 30, 2023
Finance lease
Amortization of ROU assets$— $— 
Interest on lease liabilities0.1 — 
Total finance lease cost$0.1$—
Operating lease cost$9.8 $7.0 
Short-term lease cost— — 
Variable lease cost1.4 1.2 
Total lease cost$11.3$8.2
The weighted average remaining lease term of the Company's premises and equipment operating leases is 20.59 years as at September 30, 2024 and 14.48 years as at December 31, 2023. The weighted average remaining lease term of the Company's premises and equipment finance leases is 2.37 years as at September 30, 2024 and 46.78 years as at December 31, 2023.
The weighted average lease discount rate of the Company's premises and equipment operating leases is 8.01% as at September 30, 2024 and 7.69% as at December 31, 2023. The weighted average lease discount rate of the Company's premises and equipment finance leases is 11.61% as at September 30, 2024 and 9.49% as at December 31, 2023.

Supplemental Cash Flow Related DisclosuresFor the nine months ended September 30, 2024For the nine months ended September 30, 2023
Cash paid for amounts related to lease liabilities:
Operating cash flows from operating leases$10.1 $7.2 
Operating cash flows from finance leases0.1 — 
Financing cash flows from finance leases— — 
Recognition of ROU assets and lease liabilities for new operating leases$36.6 $18.7 
Derecognition of ROU assets and lease liabilities for new finance leases(2.2)— 
Maturities of lease liabilities as of September 30 were as follows:
Operating LeasesFinance Leases
2025$13.6 — 
202613.4 — 
202712.6 — 
202812.0 — 
202912.0 — 
Thereafter159.4 — 
Total future minimum lease payments$223.0 $— 
Imputed interest(129.8)— 
Total lease liabilities$93.2 $— 
At September 30, 2024, none of the Company's executed leases that had not yet commenced will create significant rights or obligations in the future and sublease transactions are not material. The Company's leases did not impose any restrictions or covenants.

Table of Contents
Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
8.    Other assets
As atSeptember 30, 2024December 31, 2023
Non-current security deposits$5.0 $5.0 
Non-current insurance0.1 2.8 
Intangible assets, net1.7 1.8 
Total other assets$6.8 $9.6 
As of September 30, 2024 and December 31, 2023, the Company's intangible assets consisted of the following:
As atSeptember 30, 2024December 31, 2023
Internal-use software$0.7 $0.7 
Cloud computing arrangements1.4 1.3 
$2.1 $2.0 
Less - accumulated amortization(0.4)(0.2)
Intangible assets, net$1.7 $1.8 
Amortization expense relating to cloud computing arrangements is recorded in selling, general and administrative expenses in the unaudited condensed consolidated interim statements of operations and comprehensive loss for the three and nine months ended September 30, 2024 is less than $0.1 million and $0.2 million (for the three and nine months ended September 30, 2023: $nil and nil).
9.    Related party transactions
For information about Li-Cycle’s related party transactions, refer to Note 9 (Related party transactions) to the Consolidated Financial Statements and the section of the Annual Report on Form 10-K titled “Item 13. Certain Relationships and Related Transactions and Director Independence—Certain Relationships and Related Transactions”.
The Company has convertible debt instruments with affiliates of Glencore plc. (“Glencore”). Refer to Note 11 (Convertible debt) for more information.
The Company has agreements with Glencore to sell certain products from its Spokes. During the three and nine months ended September 30, 2024, product revenue from sales to Glencore was $1.3 million and $1.0 million, respectively. This was driven by losses from the finalization of provisional sales from prior periods, which exceeded sales in the period (revenue from sales to Glencore was $0.6 million and $1.8 million for the three and nine months ended September 30, 2023).
On May 31, 2022, the Company entered into agreements with Glencore, pursuant to which the Company pays (i) sourcing fees on feed purchased for the Company's Spokes; and (ii) marketing fees on the sale of Black Mass to third parties. Sourcing fees and marketing fees for the three months ended September 30, 2024 were below $nil, compared to below $nil in the three months ended September 30, 2023. The sourcing and marketing fees for the nine months ended September 30, 2024, were below $0.1 million (for the nine months ended September 30, 2023: below $0.1 million). The net account payable to Glencore as of September 30, 2024 was $0.1 million (net account receivable as of December 31, 2023: $0.2 million).
Since 2017, the Company has engaged Fade In Production Pty. Ltd., which is controlled by certain members of the immediate family of the former interim non-executive Chair of the Company’s Board, to provide it with corporate video production services since 2017. Total expenses were below $0.1 million for the nine months ended September 30, 2024 (below $0.1 million for the nine months ended September 30, 2023).
On September 1, 2020, the Company engaged Consulero Inc., which is controlled by certain members of the immediate family of the Company's President and Chief Executive Officer, to provide it with technology services in relation to the Company's inventory management system. Total expense and accrual was $nil and below $0.1 million for the three and nine months ended September 30, 2024 (below $0.1 million and below $0.1 million for the three and nine months ended September 30, 2023, respectively).

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Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
10.    Accounts payable and accrued liabilities
As atSeptember 30, 2024December 31, 2023
Accounts payable$108.4 $134.5 
Accrued expenses17.4 14.5 
Accrued compensation6.8 3.1 
Total accounts payable and accrued liabilities$132.6 $152.1 
Non-current accounts payable(3.3)— 
Current accounts payable and accrued liabilities$129.3 $152.1 
During the nine months ended September 30, 2024, the Company reached new agreements and renegotiated certain previous agreements with certain suppliers to extend the payment terms for the amounts invoiced beyond one year. The Company recorded these amounts as non-current accounts payable in the unaudited condensed consolidated interim balance sheet as of September 30, 2024.
On March 25, 2024, the Board approved plans to reduce approximately 17% of its workforce, primarily at the corporate level, as part of the Company’s ongoing efforts to right size and right shape its organization as part of the Cash Preservation Plan. The workforce reduction provided certain executives and non-executives with contractual termination benefits as well as one-time termination benefits. Related to this event, the Company recorded an expense of $0.8 million in cost of sales and $5.6 million in selling, general and administrative expense in the unaudited condensed consolidated interim statements of operations and comprehensive income (loss) for the nine months ended September 30, 2024, for contractual termination benefits that are considered severance benefits plans as they are both probable and reasonably estimable as of September 30, 2024. For the nine months ended September 30, 2024, the Company accrued $3.7 million of these expenses in accrued compensation.
11.    Convertible debt
As atSeptember 30, 2024December 31, 2023
KSP Convertible Notes (a)$114.1 $99.1 
Glencore Convertible Notes (b)228.5 189.0 
Total convertible debt at end of the period$342.6 $288.1 
The KSP Convertible Notes and the A&R Glencore Convertible Notes are all unsecured debt instruments and the Glencore Senior Secured Convertible Note is a secured debt instrument. The amount of maturities and sinking fund requirements for convertible debt instruments, with interest components rolled into principal, for each of the next five years are as follows as of September 30:
2025$— 
2026163.7 
2027314.5 
2028— 
2029130.9 
Total$609.1 

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Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
(a)KSP Convertible Notes
As atSeptember 30, 2024December 31, 2023
Principal of convertible note at beginning of period$119.3 $110.2 
Issuance of convertible notes7.2 9.1 
Principal of convertible notes at end of the period$126.5 $119.3 
Conversion feature at beginning of period$— $6.0 
Fair value (gain) loss on embedded derivative— (6.0)
Conversion feature at end of period$— $— 
Debt component at beginning of the period$99.1 $85.4 
Debt component issued7.2 9.1 
Accrued interest paid in kind(7.2)(9.1)
Accrued interest expense15.0 13.7 
Debt component at end of period$114.1 $99.1 
Total KSP convertible debt at end of period$114.1 $99.1 
On September 29, 2021, the Company entered into a Note Purchase Agreement (the “KSP Note Purchase Agreement”) with Spring Creek Capital, LLC (an affiliate of Koch Strategic Platforms, LLC, being a subsidiary of Koch Investments Group) and issued an unsecured convertible note (the “KSP Convertible Note”) for a principal amount of $100 million to Spring Creek Capital, LLC. The KSP Convertible Note will mature on September 29, 2026, unless earlier repurchased, redeemed or converted. Interest on the KSP Convertible Note is payable semi-annually, and Li-Cycle is permitted to pay interest on the KSP Convertible Note in cash or by payment in-kind (“PIK”), at its election. Initially, interest payments made in cash were based on an interest rate of LIBOR plus 5.0% per year, and PIK interest payments were based on an interest rate of LIBOR plus 6% per year, with a LIBOR floor of 1% and a cap of 2%. Since July 1, 2023, as the LIBOR interest rate is no longer published, under the terms of the KSP Note Purchase Agreement, the interest rate is instead based on the sum of the SOFR and the average spread between the SOFR and LIBOR during the three-month period ending on the date on which LIBOR ceases to be published, subject to a floor of 1% and cap of 2%. On March 25, 2024, the Company amended the KSP Note Purchase Agreement to modify the interest rate terms of the KSP Convertible Note, by removing the SOFR floor of 1% and cap of 2% and including penalty interest upon an event of default consistent with the penalty interest provision of the Glencore Senior Secured Convertible Note. The amendment was accounted for as a debt modification and no gain or loss was recognized. After the amendment, the effective interest rate of the KSP Convertible Note is 18.7%. Interest payments are based on an interest rate of the SOFR for a tenor comparable to the relevant interest payment period plus 0.58%.
The PIK election results in the issuance of a new note under the same terms as the KSP Convertible Note, issued in lieu of interest payments with an issuance date on the applicable interest date. On May 1, 2022, Spring Creek Capital, LLC assigned the KSP Convertible Note and the PIK note outstanding at that time to an affiliate, Wood River Capital, LLC. The Company has elected to pay interest by PIK since the first interest payment date of December 31, 2021. The KSP Convertible Notes as at September 30, 2024, comprised the following:
NoteDate IssuedAmount Issued
Initial KSP NoteSeptember 29, 2021$100.0 
PIK NoteDecember 31, 20211.8 
PIK NoteJune 30, 20224.1 
PIK NoteDecember 31, 20224.3 
PIK NoteJune 30, 20234.4 
PIK NoteDecember 31, 20234.7 
PIK NoteJune 30, 20247.2 
Total$126.5 
At the option of the holder, the KSP Convertible Notes may be converted into common shares of the Company at a conversion price of $106.73 ($13.34 prior to the Share Consolidation), subject to customary anti-dilutive adjustments. The conversion price was adjusted from $107.44 to $106.73 in accordance with the repricing mechanism under the KSP Convertible Notes terms. This adjustment was triggered by shares issued under the ATM Program during the quarter, resulting in an aggregate issuance of 701,323 of the Company’s common shares. If the Company’s share price is equal to or greater than $139.68 ($17.46 before the

Table of Contents
Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
Share Consolidation), for a period of twenty consecutive days, the Company can force conversion of the KSP Convertible Notes at an amount equal to the sum of principal, accrued but unpaid interest, plus any make-whole amount which equal to the undiscounted interest that would have been payable from the date of conversion to the maturity date. At the Company’s option at any time, the Company can also redeem all of the KSP Convertible Notes at any time for a cash purchase price equal to 130% of the principal plus unpaid interest until maturity. The conversion feature under the KSP Convertible Notes has been recorded as a bifurcated embedded derivative liability since the conversion ratio does not always result in a conversion of a fixed dollar amount of liability for a fixed number of shares due to the optionality of the interest rate utilized on conversion at the Company’s option. The KSP Convertible Notes are also subject to redemption upon a change of control event or an event of default. Under an event of default, redemption happens upon the occurrence of an event at the holder’s discretion. Under a change of control event, mandatory redemption happens upon the occurrence of an event. Both the change of control and event of default options under the KSP Convertible Notes have been recorded as bifurcated embedded derivative liabilities as the redemption price triggered by these features represents a substantial premium over the principal amount. The bifurcated embedded derivatives are measured at fair value bundled together as a single compound embedded derivative. As at September 30, 2024, no conversions or redemptions had taken place.
The fair value of the compound embedded derivative upon issuance of the KSP Convertible Notes was determined to be a liability of $27.7 million whereas the remaining $72.3 million, net of transaction costs of $1.6 million, was allocated to the principal portion of the debt. During the three and nine months ended September 30, 2024, the Company recognized a fair value gain of less than $0.1 million and less than $0.1 million on the embedded derivatives (for the nine months ended September 30, 2023: gain of $4.1 million). The embedded derivatives were valued using the Binomial Option Pricing Model. The assumptions used in the model were as follows:
(Issuance date)
September 29, 2021		December 31, 2023September 30, 2024
Risk free interest rate1.1%4.2%3.7%
Expected life of options5.0 years3.8 years2.0 years
Expected dividend yield0.0%0.0%0.0%
Expected stock price volatility66%63%75%
Share Price$12.56$4.76$2.19
Expected volatility was determined by calculating the average implied volatility of a group of listed entities that are considered similar in nature to the Company.

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Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
(b)Glencore Convertible Notes
As atSeptember 30, 2024December 31, 2023
Principal of convertible note at beginning of period$225.3 $208.1 
Issuance of convertible notes75.0 17.2 
Principal of convertible note at end of period$300.3 $225.3 
Conversion feature at beginning of period$0.4 $16.5 
Change in the period:
Fair value gain for the year ended December 31, 2023— (16.1)
Fair value loss on the conversion features embedded in the A&R Glencore Convertible Notes from January 1, 2024 to March 25, 20241.8 — 
Extinguishment of the conversion feature embedded in the A&R Glencore Convertible Notes as part of the modification(2.2)— 
Issuance of conversion feature embedded in Glencore Senior Secured Convertible Note59.0 — 
Issuance of the conversion feature embedded in the A&R Glencore Convertible Notes as part of the modification99.2 — 
Fair value gain on the conversion features from March 26, 2024 to September 30, 2024(111.9)— 
Conversion feature at end of period$46.3 $0.4 
Debt component at beginning of period$188.6 $164.9 
Change in the period:
Issuance of debt component— 17.2 
Accrued interest paid in kind— (17.2)
Accrued interest expense for the year ended December 31, 2023— 23.7 
Accrued interest and accretion expense from January 1, 2024 to March 25, 20245.9 — 
Extinguishment of the debt component related to A&R Glencore Convertible Notes as part of the modification(194.5)— 
Issuance of debt component of the Glencore Senior Secured Convertible Note48.0 — 
Issuance of the debt component of the A&R Glencore Convertible Notes as part of the modification124.4 
Transaction costs(8.6)— 
Accrued interest expense from March 26, 2024 to September 30, 202418.4 — 
Debt component at end of period$182.2 $188.6 
Total Glencore convertible debt at end of period$228.5 $189.0 
Reconciliation of net change in Convertible debt to Debt extinguishment loss in the nine months ended September 30, 2024
Extinguishment of the conversion feature embedded in the A&R Glencore Convertible Notes as part of the modification$(2.2)
Issuance of conversion feature embedded in Glencore Senior Secured Convertible Note59.0 
Issuance of the conversion feature embedded in the A&R Glencore Convertible Notes as part of the modification99.2 
Total change in the conversion features156.0 
Extinguishment of the debt component related to A&R Glencore Convertible Notes as part of the modification(194.5)
Issuance of debt component of the Glencore Senior Secured Convertible Note48.0 
Issuance of the debt component of the A&R Glencore Convertible Notes as part of the modification124.4 
Total change in the debt components(22.1)
Total net change in convertible debt in the nine months ended September 30, 2024 133.9 
Proceeds from convertible debt(75.0)
Debt extinguishment loss$58.9 
On March 25, 2024, the Company amended, restated and consolidated, the Glencore Unsecured Convertible Note and the PIK notes issued thereunder, such that they were split into two tranches, and certain terms of the Glencore Unsecured Convertible Note and the PIK notes issued thereunder were amended, effective from the occurrence of: (a) for the first tranche (the “First A&R Glencore Note”), the earliest of the date that is one month after the effectiveness and closing of a project loan financing for the Rochester Hub, and December 31, 2024, and (b) for the second tranche (the “Second A&R Glencore Note” and together

Table of Contents
Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
with the First A&R Glencore Note, the “A&R Glencore Convertible Notes”), the earliest of (i) the first commercial production from the Rochester Hub, (ii) construction costs exceeding the construction budget set forth in the project loan financing, and (iii) June 1, 2026 (each such date in the case of the foregoing clauses (a) and (b), an applicable “Modification Date”). Upon the occurrence of the applicable Modification Date, the terms of the applicable A&R Convertible Note shall automatically be modified to be consistent with the corresponding provisions of the Glencore Senior Secured Convertible Note (as defined and described below): the maturity will be amended to be five (5) years from the applicable Modification Date, the interest rate will be amended to match the interest rate applicable to the Glencore Senior Secured Convertible Note, mandatory redemption will be required (including, from the applicable Modification Date, the amount equal to a specified percentage of the excess cash flow generated by the Company and its subsidiaries for the applicable fiscal year (less certain deductions and subject to pro rata application to certain other debt of the Company) in a pro rata amount across the A&R Glencore Convertible Notes (to the extent the applicable Modification Date with respect thereto has occurred) and the Glencore Senior Secured Convertible Note), and the Company will provide guarantees and pari passu security for the A&R Glencore Convertible Notes on substantially the same terms with the Glencore Senior Secured Convertible Note. In addition, at each Modification Date, the conversion price for the applicable A&R Glencore Convertible Notes will be adjusted to be the lesser of (x) an amount determined on the basis of a 30-Day VWAP (volume weighted average trading price) having a reference date equal to the applicable Modification Date plus a 25% premium per share, and (y) $79.09 ($9.89 before the Share Consolidation) per share. The amendment was accounted for as a debt extinguishment and the Company recorded $58.9 million as a debt extinguishment loss presented in the unaudited condensed consolidated statement of operations and comprehensive loss for the three and nine months ended March 31, 2024 and September 30, 2024. After the amendment, the effective interest rate of the A&R Glencore Convertible Notes and Glencore Senior Secured Convertible Note is 20.6%.
On March 25, 2024, the Company issued the Glencore Senior Secured Convertible Note for an aggregate principal amount of $75 million to Glencore Canada Corporation, a subsidiary of Glencore plc (LON: GLEN). The Glencore Senior Secured Convertible Note will mature on March 25, 2029, unless there is an earlier repurchase, redemption or conversion. Interest on the Glencore Senior Secured Convertible Note is payable semi-annually, with Li-Cycle permitted to pay interest on the Glencore Senior Secured Convertible Note in cash or by PIK, at its election. Interest payments made in cash are based on an interest rate of the SOFR for a tenor comparable to the relevant interest payment period plus 5% per annum if interest is paid in cash or plus 6% per annum if interest is paid in PIK. If an event of default has occurred and is continuing, the interest rate will be the rate stated above, plus one percent (1%) per annum (an additional 1% will be payable in cash). The PIK election results in the capitalization of the interest by adding such interest amounts to the aggregate outstanding principal balance of the Glencore Senior Secured Convertible Note then outstanding on the applicable Interest Date.
All obligations of the Company with respect to the Glencore Senior Secured Convertible Note are guaranteed by Li-Cycle Corp., Li-Cycle Americas Corp., Li-Cycle U.S. Inc., Li-Cycle Inc., and Li-Cycle North America Hub, Inc (the “Issuance Date Note Guarantors”), each a subsidiary of the Company. Li-Cycle Europe AG and Li-Cycle Germany GmbH (the “Post-Closing Guarantors” and together with the Issuance Date Guarantors, collectively the “Note Guarantors”), both subsidiaries of the Company, are required to guaranty all obligations of the Company with respect to the Glencore Senior Secured Convertible Note as Note Guarantors within a certain time period following the issuance of the Glencore Senior Secured Convertible Note. Effective May 31, 2024, Li-Cycle Europe AG and Li-Cycle Germany GmbH guaranteed all obligations of the Company as noted above. The Company and the Issuance Date Note Guarantors have also granted perfected, first priority security interests (subject to customary exceptions and permitted liens) in all of their respective assets, including intellectual property and a pledge of the equity interests of each other Note Guarantor to secure the obligations of the Company with respect to the Glencore Senior Secured Convertible Note. Within a certain time period following the issuance of the Glencore Senior Secured Convertible Note, the Post-Closing Guarantors are required to grant a perfected, first priority security interest (subject to customary exceptions and permitted liens) in all intra-group receivables owing to them and over all bank accounts held by such entities in their respective jurisdictions of organization and Li-Cycle Europe AG is require to further pledge its equity interests in Li-Cycle Germany GmbH to secure the obligations of the Company with respect to the Glencore Senior Secured Convertible Note. The Post-Closing Guarantors successfully granted a perfected, first priority security interest effective May 31, 2024.
The Company has elected to pay interest by PIK since the first interest payment on the Glencore Unsecured Convertible Note on November 30, 2022. The First A&R Glencore Note, the Second A&R Glencore Note and the Glencore Senior Secured Convertible Note are referred to collectively as the “Glencore Convertible Notes”, and as at September 30, 2024, comprised the following:
NoteDate IssuedAmount Issued
First A&R Glencore NoteMarch 25, 2024$116.6 
Second A&R Glencore NoteMarch 25, 2024114.6 
Glencore Senior Secured Convertible NoteMarch 25, 202475.0 
Total306.2 

Table of Contents
Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
At the option of the holder, the A&R Glencore Convertible Notes may be converted into common shares of the Company at a conversion price which shall be adjusted to be the lesser of (x) an amount determined on the basis of a 30-Day VWAP (volume weighted average trading price) having a reference date equal to applicable Modification Date plus a 25% premium, and (y) $79.09 ($9.89 prior to the Share Consolidation) per share (the current conversion price of the A&R Glencore Convertible Notes), subject to customary anti-dilutive adjustments. The conversion price was adjusted from $79.60 to $79.09 in accordance with the repricing mechanism under the Glencore Convertible Notes terms. This adjustment was triggered by shares issued under the ATM Program during the quarter. At the option of the holder, the Glencore Senior Secured Convertible Note may be converted into common shares of the Company at a conversion price of $4.23 ($0.53 before the Share Consolidation) per share. The conversion feature under the Glencore Convertible Notes has been recorded as an embedded derivative liability as the conversion ratio does not always result in a conversion of a fixed dollar amount of liability for a fixed number of shares due to the optionality of the interest rate utilized on conversion at the Company’s option. The A&R Glencore Convertible Notes are also subject to redemption upon a change of control event or an event of default. Under an event of default, redemption happens upon the occurrence of an event at the holder’s discretion. Under a change of control event, mandatory redemption happens upon the occurrence of an event. The Glencore Senior Secured Convertible Note is subject to redemption at any time by payment of the required redemption payment. Commencing with the delivery of the financial statements for the fiscal year ending December 31, 2026, the Company will be required to redeem a portion of the outstanding principal amount of the Glencore Senior Secured Convertible Note in an amount equal to a specified percentage of the excess cash flow generated by the Company and its subsidiaries for the applicable fiscal year (less certain deductions and subject to pro rata application to certain other debt of the Company). The Company is also required to redeem the Glencore Senior Secured Convertible Note in the event of certain continuing events of default upon request by the holder, certain bankruptcy-related events of default and upon a change of control transaction, unless in each case, the Glencore Senior Secured Convertible Note is first converted by the holder. The change of control, an event of default, and mandatory redemption provisions under the Glencore Convertible Notes have been recorded as bifurcated embedded derivative liabilities. The bifurcated embedded derivatives are measured at fair value bundled together as a single compound embedded derivative. As at September 30, 2024, no conversion or redemption had taken place.
In connection with any optional redemption, and with respect to the Glencore Senior Secured Convertible Note and A&R Glencore Convertible Notes, any mandatory redemption and provided that the applicable holder has not elected to convert the Glencore Convertible Notes into common shares, the Company must issue Glencore Warrants to the applicable holder on the optional redemption date or receipt of notice of redemption, as applicable, that entitle the holder to acquire, until the end of the applicable exercise period, a number of common shares equal to the principal amount of the Glencore Convertible Notes being redeemed divided by the then applicable conversion price. The initial exercise price of the Glencore Warrants will be equal to the conversion price as of the applicable redemption date.
The fair value of the embedded derivative liability upon issuance of the Glencore Convertible Notes was determined to be $46.2 million with the remaining $153.8 million, net of transaction costs of $1.3 million, allocated to the initial amortized cost of the host debt instrument. During the three and nine months ended September 30, 2024, the Company recognized a fair value gain of $99.2 million and $110.1 million on the embedded derivatives (three and nine months ended September 30, 2023: gain of $19.3 million and $13.4 million). The embedded derivatives were valued using the Finite Difference Method. The assumptions used in the model were as follows:
(Issuance date)
May 31, 2022		December 31, 2023September 30, 2024
Risk free interest rate2.9%4.2%
4.1% to 3.5%
Expected life of options5.0 years4.4 years
4.5 to 6.7 years
Expected dividend yield0.0%0.0%0.0%
Expected stock price volatility68%63%75%
Share Price$8.15$4.76$2.19
Expected volatility was determined by calculating the average implied volatility of a group of listed entities that are considered similar in nature to the Company.

Table of Contents
Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
12.    Common stock and additional paid-in capital
The following details the changes in issued and outstanding common shares for the three and nine months ended September 30, 2024.
(in millions)Number of shares outstandingAmount
Common shares and additional paid-in capital outstanding as at June 30, 202422.5 $652.5 
Settlement of RSUs— — 
Issuance of common stock in connection with the ATM Program0.7 1.2 
Stock-based compensation – RSUs— 3.0 
Stock-based compensation – options— (1.1)
Common shares and additional paid-in capital outstanding as at September 30, 202423.2 $655.6 
Common shares and additional paid-in capital outstanding as at December 31, 202322.2 $648.3 
Settlement of RSUs0.3 — 
Issuance of common stock in connection with the ATM Program0.7 1.2 
Stock-based compensation – RSUs— 6.1 
Stock-based compensation – options— — 
Common shares and additional paid-in capital outstanding as at September 30, 202423.2 $655.6 
At the annual general and special meeting of the Company’s shareholders on May 23, 2024, the shareholders approved an amendment to the Company’s articles to consolidate all of the Company’s issued and outstanding common shares on the basis of a consolidation ratio within a range between two pre-consolidation common shares for one post-consolidation common share and eight pre-consolidation common shares for one post-consolidation common share, and granted to the Board the authority to fix the consolidation ratio. The Board subsequently approved a share consolidation and fixed the consolidation ratio at one post-consolidation common share for every eight pre-consolidation common shares. On June 3, 2024, the Company obtained from the Ontario Ministry of Public and Business Service Delivery a certificate of amendment in respect of the articles of amendment filed to effect a share consolidation of all the common shares at a ratio of one post-consolidation common share for every eight pre-consolidation common shares effective on June 3, 2024 (the “Share Consolidation”). Subsequently, the Company restated the provisions of its existing articles, without any changes to such provisions, by filing restated articles of incorporation on July 18, 2024.
As a result of the Share Consolidation, every eight common shares have been automatically consolidated into one common share. Any fractional shares resulting from the Share Consolidation have been deemed to have been tendered by the holder thereof immediately following the Share Consolidation to the Company for cancellation for no consideration. The Share Consolidation did not affect the total number of authorized common shares or modify any voting rights or other terms of the common shares. The common shares began trading on the NYSE on a post-consolidation basis on June 4, 2024. As a result of the Share Consolidation, the exercise or conversion price and the number of common shares issuable under any of the Company’s outstanding securities that are exercisable or convertible into common shares, including under equity awards, warrants, rights, convertible notes and other similar securities, were proportionally adjusted in accordance with the terms of such securities.
All per share amounts, common shares outstanding, and stock-based compensation amounts with respect thereto in the unaudited condensed consolidated interim financial statements have been retroactively adjusted to reflect the Share Consolidation, as if the consolidation occurred at the beginning of the earliest period presented in this Quarterly Report on Form 10-Q.
On June 28, 2024, the Company entered into an At The Market Issuance Sales Agreement (the “ATM Agreement”) to offer and sell up to $75.0 million aggregate amount of our common shares. As of September 30, 2024, the Company raised $1.1 million of net proceeds under the ATM Program by issuing an aggregate of 701,323 of the Company’s common shares at a weighted average price of $1.67 per share, generating gross proceeds of $1.2 million inclusive of issuance costs of $0.1 million. The remaining capacity under the ATM Program as of September 30, 2024 was $73.8 million.
13.    Financial assets and liabilities
Fair value measurements
The Company’s financial assets and financial liabilities measured at fair value on a recurring basis are as follows:

Table of Contents
Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
As at September 30, 2024BalanceLevel 1Level 2
Accounts receivable (subject to provisional pricing)
$0.1$—$—
Conversion feature of convertible debt (refer to Note 11 (Convertible debt))
46.3—46.3
As at December 31, 2023BalanceLevel 1Level 2
Accounts receivable (subject to provisional pricing)$0.6$—$0.6
Conversion feature of convertible debt (refer to Note 11 (Convertible debt))
0.4—0.4
Refer to Note 3 (Revenue – product sales and recycling services) above for additional details related to the measurement of accounts receivable and the concentration of credit risk of accounts receivable. Certain non-financial assets such as property, plant and equipment, operating right-of-use assets, goodwill and intangible assets are also subject to non-recurring fair value measurements if deemed impaired. The impairment models used for non-financial assets depend on the type of asset. There were no material impairments of non-financial assets for the three and nine months ended September 30, 2024 and 2023, respectively.
Financial assets and liabilities not measured at fair value
Current Receivables and Payables
Current receivables, prepaids and deposits are financial assets with carrying values that approximate fair value. Accounts payable (including the non-current portion) and other accrued expenses are financial liabilities with carrying values that approximate fair value. These financial instruments would be classified as Level 2 in the fair value hierarchy if measured at fair value in the financial statements.
14.     Commitments and contingencies
Legal Proceedings
The Company is and may be subject to various claims and legal proceedings in the ordinary course of its business. Due to the inherent risks and uncertainties of the litigation process, we cannot predict the final outcome or timing of claims or legal proceedings. The Company records provisions for such claims when an outflow of resources is considered probable and a reliable estimate can be made. No such provisions have been recorded by the Company.
Shareholder Litigation relating to the October 23, 2023 Announcement of Rochester Hub Construction Pause
Three shareholder lawsuits were launched following the Company’s announcement on October 23, 2023 that it would be pausing construction on the Rochester Hub project, described below.
On November 8, 2023, a putative federal securities class action lawsuit was filed in the U.S. District Court for the Southern District of New York against the Company, and certain of its officers and directors, on behalf of a proposed class of purchasers of the Company’s common shares during the period from June 14, 2022 through October 23, 2023. On March 15, 2024, the lead plaintiff filed an amended complaint on behalf of a proposed class of purchasers of the Company’s common shares during the period from January 27, 2022 through November 13, 2023. See Hubiack v. Li-Cycle Holdings Corp., et al., 1:23-cv-09894 (S.D.N.Y.) (the “Hubiack Securities Action”). The amended complaint asserts claims under Sections 10(b) and 20(a) of the Exchange Act, and alleges that the defendants issued false and misleading statements regarding the Rochester Hub’s construction budget, costs and timeline, which were allegedly revealed beginning on October 23, 2023, when the Company announced that it would pause construction on the Rochester Hub project. The complaint seeks compensatory damages and an award of costs. On April 12, 2024, the defendants moved to dismiss the amended complaint in its entirety. On June 10, 2024, the court granted the motion to dismiss in full and with prejudice. On July 9, 2024, the lead plaintiff filed a notice of appeal. In view of the uncertainties inherent in litigation, we do not express a judgment as to the outcome of this litigation.
On November 27, 2023, a putative Ontario securities class action claim was filed in the Ontario Superior Court of Justice against the Company and its CEO. The claim was amended on February 8, 2024, again on May 6, 2024, and once more on August 26, 2024 as a result of the defendants' settled motion (described below). The claim is on behalf of a proposed class of purchasers of the Company’s common shares who acquired their shares during the period from February 27, 2023 through November 10, 2023. The claim, which is captioned as Wyshynski v. Li-Cycle Holdings Corp. et al., Court File No. CV-23-00710373-00CP, alleges common law secondary market misrepresentations. It also seeks an oppression remedy under s. 248 of the Ontario Business Corporations Act, based primarily on allegations of misconduct of senior management. The Wyshynski claim alleges that the Company’s public disclosures through the class period contained misrepresentations because they omitted material facts regarding the cost of the Rochester Hub project and the availability of financing. The Wyshynski claim alleges that the purported

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Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
misrepresentations were publicly corrected on (i) October 23, 2023, when the Company announced that it would pause construction on the Rochester Hub project; and (ii) November 13, 2023, with the release of the Company’s Q3 2023 earnings report. The putative class includes all Canadian resident beneficial owners who acquired Li-Cycle common shares during the class period and who held some or all of those common shares until after the release of at least one of the alleged corrective disclosures. The claim seeks compensatory damages and an award of costs, along with the appointment of a third party monitor. On April 5, 2024, the defendants moved to stay the action on the basis that New York is the more appropriate forum for the litigation. The defendants agreed to settle the motion on August 1, 2024, in exchange for certain concessions from the plaintiff which resulted in narrowing of the claims and the proposed class. The plaintiff agreed to abandon their claims under the Ontario Securities Act and constrain the class to only the Canadian resident beneficial owners of the Company's shares. In view of the uncertainties inherent in litigation, we do not express a judgment as to the outcome of this litigation.
On December 4, 2023, a putative shareholder derivative action was filed in the Supreme Court of the State of New York, Monroe County, purportedly on behalf of the Company (as nominal defendant) against certain of the Company’s current and/or former officers and directors. The action, which is captioned as Nieves v. Johnston, et. al., Index No. E2023014542 (N.Y. Sup. Ct.), principally concerns the same alleged misstatements or omissions at issue in the Hubiack Securities Action, and asserts common law claims for breach of fiduciary duty, waste, unjust enrichment, and gross mismanagement. The action seeks to recover unspecified compensatory damages on behalf of the Company, an award of costs and expenses and other relief. On February 29, 2024, the parties agreed to stay the action pending resolution of the Hubiack Securities Action. In view of the uncertainties inherent in litigation, we do not express a judgment as to the outcome of this litigation.
Subrogation Liability Claim
On or around January 2, 2024, the Company received a notice of a subrogation liability claim by an insurance company on behalf of one of the other tenants of the New York Spoke’s warehouse. The claim relates to a small fire which occurred at the building on December 23, 2023, involving lithium-ion batteries being stored at the warehouse. The claimant has not provided details of potential damages and the Company’s general liability insurer is providing coverage for this claim, including defense of the claim.
Commercial Claim – Pike Conductor DEV 1, LLC
On January 17, 2024, Pike Conductor DEV 1, LLC (“Pike”) sent the Company a purported notice of default claiming that the Company failed to pay certain amounts in connection with leasing a warehouse and administrative building related to the Rochester Hub, and failed to clear certain liens levied on the property.
On January 26, 2024, the Company filed a lawsuit in New York State Court in Monroe County, seeking an order requiring Pike to amend and restate the agreement as a ground lease and to pay damages of at least $39.0 million - $53.0 million. The Company also sought an order barring Pike from seeking to, among other things, terminate the agreement or evict the Company from the property while the lawsuit is pending. Under the agreement between the parties, Pike agreed to construct the property and lease it to the Company. The Company agreed to finance up to $58.6 million of Pike’s construction costs, including $14.5 million in tenant’s improvements. Based on the agreement between the parties, if, by November 1, 2023, Pike had not repaid the pre-financing costs, less the tenant improvements, then the parties would restate the agreement as a ground lease and the Company would own the Warehouse. To date, the Company has funded approximately $53.5 million of the construction costs.
Following certain court-ordered settlement conferences, the parties reached a settlement. The parties entered into an Amended and Restated Ground Sublease Agreement date May 31, 2024 that provides for, among other things, the resolution of the lawsuit. Following the delivery of certain releases and satisfactions of mechanic’s liens, the parties filed a Stipulation of Discontinuance on June 24, 2024.
Dispute with MasTec, its Subcontractors and other Contractors Regarding Rochester Hub Construction Contract
On April 9, 2024, Mastec Industrial Corp. (“MasTec”) commenced (i) arbitration proceedings against the Company’s subsidiary, Li-Cycle North America Hub, Inc., under the terms of the construction contract for the Rochester Hub project, and (ii) a foreclosure action in the Supreme Court, County of Monroe, New York. The arbitration proceedings are being conducted with the American Arbitration Association and seek recovery of $48.7 million allegedly due under the construction contract for the Rochester Hub project, plus interest, fees, costs and expenses. The Company is defending its interests and has made certain counter-claims against MasTec. Amounts owed, if any, are expected to be determined in the arbitration, and Li-Cycle intends to file a motion for a stay of the foreclosure action pending determination of the arbitration. Additionally, on July 22, 2024, MasTec North America Inc. (an affiliate of MasTec) commenced a separate foreclosure action on behalf of several subcontractors from whom it has taken assignments. Li-Cycle will seek to consolidate this foreclosure action into the already pending MasTec foreclosure action. For reporting purposes, the amount claimed in the arbitration proceedings has been reflected in the Company’s accounts payable.

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Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
Contractual Obligations and Commitments
The following table summarizes Li-Cycle’s contractual obligations and other commitments for cash expenditures as of September 30, 2024, and the years in which these obligations are due:
$ millions, undiscountedPayment due by period
Contractual ObligationsTotalLess than1 - 3 years3 - 5 yearsMore than
1 year5 years
Accounts payable and accrued liabilities$132.6$129.3$3.3$—$—
Lease liabilities221.813.613.436.6158.2
Restoration provisions1.60.2—0.31.1
Convertible debt principal375.0—100.0275.0—
Convertible debt interest234.1—63.7170.4—
Total as of September 30, 2024$965.1 $143.1 $180.4 $482.3 $159.3 
As of September 30, 2024, $5.9 million in committed purchase orders or agreements for equipment and services existed, compared to $8.3 million as of December 31, 2023.
15.    Loss per share
For the three months ended September 30, 2024For the three months ended September 30, 2023For the nine months ended September 30, 2024For the nine months ended September 30, 2023
Total net income (loss)$56.5$(30.7)$(88.4)$(99.0)
Weighted average number of common shares (in millions)23.222.323.222.2
Effect of dilutive securities:
Stock options— — — — 
Restricted share units3.0 — — — 
Dilutive number of shares$26.2 $22.3 $23.2 $22.2 
Profit (loss) per common share - diluted$2.15$(1.38)$(3.81)$(4.47)
Profit (loss) per common share - basic$2.43$(1.38)$(3.81)$(4.47)
Adjustments for diluted loss per share were not made for the nine months ending September 30, 2024 and and three and nine months ending September 2023, as they would be anti-dilutive. The following table presents shares (denominated in millions) from instruments that could dilute basic loss per share in the future, but were not included in the calculation of diluted loss per share because they are antidilutive for the periods presented:
As atSeptember 30, 2024September 30, 2023
Stock options0.2 0.5 
Convertible debt
KSP Convertible Notes1.2 1.1 
Glencore Convertible Notes21.8 2.7 
Restricted share units3.0 0.4 
Total26.3 4.7 
16.    Segment reporting
The consolidated financial information presented in these financial statements is reviewed regularly by the Company’s chief operating decision maker (“CODM”) to make strategic decisions, allocate resources and assess performance. The information reviewed by CODM for decision making purposes aligns with the information provided above in the statements of operations and comprehensive (loss), financial position, and cash flows. The Company’s CODM is its Chief Executive Officer.

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Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
The Company’s revenue primarily comes from eight key customers, as shown in the table below. The Company’s remaining customers do not make up significant percentages of these balances. For additional details on product sales and fair value adjustments recognized in the period, refer to Note 3 (Revenue – product sales and recycling services).
Revenue
For the three months ended September 30, 2024For the three months ended September 30, 2023For the nine months ended September 30, 2024For the nine months ended September 30, 2023
Customer D29.0 %1.0 %28.0 %1.0 %
Customer I21.0 %0.0 %9.0 %0.0 %
Customer F15.0 %12.0 %5.0 %15.0 %
Customer A3.0 %33.0 %3.0 %30.0 %
Customer H0.0 %0.0 %12.0 %0.0 %
Customer G0.0 %0.0 %12.0 %0.0 %
Customer B0.0 %21.0 %0.0 %9.0 %
Customer C0.0 %0.0 %0.0 %16.0 %

During the three months ended September 30, 2024, the Company operated in the United States and Germany, and during the three months ended September 30, 2023, the Company operated in the United States, Canada and Germany. Management has concluded that the customers, and the nature and method of distribution of goods and services delivered, if any, to these geographic regions are similar in nature. The risks and returns across the geographic regions are not dissimilar; therefore, the Company operates as a single operating segment.

The following is a summary of the Company’s geographical information:
CanadaUnited StatesGermanyOtherTotal
Revenue
Three months ended September 30, 2024$—$5.9$2.5$—$8.4
Three months ended September 30, 20230.14.3—0.34.7
Nine months ended September 30, 20240.316.64.1—21.0
Nine months ended September 30, 20231.010.6—0.311.9
Non-current assets
As at September 30, 2024
$69.4$670.1$27.8$21.2$788.5
As at December 31, 202357.0618.934.926.2737.0
Revenue is attributed to each geographical location based on the location of the sale.
17.    Subsequent events
Appointment of New Independent Registered Public Accounting Firm
As previously disclosed, on March 28, 2024, KPMG LLP (“KPMG”), the Company’s independent registered public accounting firm, notified the Company that it had decided to decline to stand for re-appointment as the Company’s independent registered public accounting firm to serve as independent auditor.
On October 15, 2024, Marcum Canada LLP (“Marcum”) was appointed to replace KPMG as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
Li-Cycle and Glencore Establish Commercial Framework for Rochester Hub Products
On October 31, 2024, the Company entered into an agreement with Glencore Ltd. (“Glencore”) covering the off-take of 100% of the MHP to be produced at its Rochester Hub. By amending and restating certain of its existing commercial agreements with Glencore Ltd. and Traxys North America LLC (“Traxys”), the Company has established the commercial framework for the proposed MHP scope for the Rochester Hub project. These amendments do not affect Glencore Ltd. and Traxys’ existing off-take rights covering lithium carbonate production from the Rochester Hub.
Under the amended and restated commercial agreements, Glencore Ltd. has agreed to purchase all of the Company’s MHP production at the Rochester Hub on agreed commercial terms based on market prices for the nickel and cobalt contained within the MHP. The parties have also agreed to extend the scope of the existing off-take agreements to cover material produced for Li-

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Li-Cycle Holdings Corp.
Notes to the unaudited condensed consolidated interim financial statements
All dollar amounts presented are expressed in millions of US dollars except share and per share amounts
Cycle under tolling agreements with third parties. Traxys will also receive certain payments related to the MHP production for the duration of their off-take agreement, which has been adjusted to consider the proposed MHP scope for the Rochester Hub. The payment terms and working capital facilities under the Traxys and Glencore Ltd. commercial agreements have also been adjusted to align with the requirements of the DOE’s proposed loan (“DOE Loan”) under the DOE’s Advanced Technology Vehicles Manufacturing program.
Finalized DOE Loan Facility
On November 7, 2024, the Company entered into an agreement for a loan facility (“DOE Loan Facility”) of up to $475 million (including up to $445 million of principal and up to $30 million in deferred and accrued interest) through the U.S. Department of Energy (“DOE”) Loan Programs Office’s (“LPO”) Advanced Technology Vehicles Manufacturing (“ATVM”) program, to support the development of the Company’s Rochester Hub project.  The entry by Company into definitive documentation with the DOE follows the DOE's detailed technical, market, financial and legal due diligence. The DOE Loan Facility is expected to support the development of the Company’s flagship Rochester Hub project.
Under the terms of the DOE Loan Facility the Company may access funds through periodic draws through March 31, 2027 as eligible costs are incurred. There are no scheduled principal repayments under the facility prior to June 15, 2027, and interest during the availability period may be capitalized, instead of being paid in cash, in an amount of up to approximately $30 million. The interest rate for each advance will be set by the Federal Financing Bank based on the cost of funds to the United States Department of the Treasury for obligations of comparable maturity at the date of the advance, with 0% spread. The final maturity date is March 15, 2040.
The Company’s ability to borrow under the DOE Loan Facility is subject to the satisfaction or waiver of certain conditions     precedent, including:
•completing the first draw on the DOE Loan Facility (the “First Advance”) prior to the date that is twelve months after the Effective Date (i.e., November 7, 2025);
•fully satisfying the obligation to make certain base equity contributions to the Rochester Hub Project (the “Base Equity Contribution”), on or prior to the date of First Advance; and
•settling certain existing commitments relating to the Rochester Hub Project for costs incurred but not yet paid, on or prior to the date of First Advance (approximately $92 million as of September 30, 2024).
The amount of the Base Equity Contribution includes an estimated approximately $173 million to fund reserve accounts required under the DOE Loan Facility (“Reserve Accounts”), of which up to approximately $97 million can be satisfied through delivery of letters of credit. The estimated amount of the Reserve Accounts required under the DOE Loan Facility is based on the Company’s current forecasts and may change prior to First Advance. The Reserve Accounts include project construction, ramp-up, and Spoke capital expenditure reserves. The majority of the Reserve Account funds are expected to be released to the Borrower on or before the completion of the Rochester Hub Project.
The Company is also required to maintain a minimum unrestricted cash balance after First Advance of $20 million prior to completion of the Rochester Hub Project, and of $10 million following completion of the Rochester Hub Project (the “Minimum Cash Balance”)



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of financial condition and results of operations should be read together with the unaudited condensed consolidated interim financial statements included in “Part I. Financial Information—Item 1. Unaudited Condensed Consolidated Interim Financial Information” in this Quarterly Report on Form 10-Q (the “Consolidated Financial Statements”). All per share amounts, common shares outstanding and stock-based compensation amounts for all periods reflect the effect of our Share Consolidation.
Within the tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes. Percentages presented are calculated from the underlying whole-dollar amounts. Certain prior-period amounts have been reclassified to conform to the current period presentation. This is annotated where applicable.
In addition to historical financial information, this discussion contains forward-looking statements based upon current expectations about the Company’s financial condition, results of operations and industry that involve risks, uncertainties and assumptions. Actual results and timing of selected events may differ materially from those anticipated by these forward-looking statements as a result of various factors, including those set forth under the section in this Quarterly Report on Form 10-Q and in the Annual Report on Form 10-K.
Company Overview
Li-Cycle (NYSE: LICY) is a leading global LIB resource recovery company. Established in 2016, and with major customers and partners around the world, Li-Cycle’s mission is to recover battery- industry material critical to create a domestic closed-loop battery supply chain for a clean energy future. The Company’s proprietary “Spoke & Hub” recycling and resource recovery process is designed (a) at its Spokes, or pre-processing facilities, to process battery manufacturing scrap and end-of-life batteries to produce “black mass”, a powder-like substance which contains a number of valuable metals, and other intermediate products, and (b) at its future Hubs, or post-processing facilities, to process black mass to produce critical materials for the lithium-ion battery supply chain, including lithium carbonate. At its Spokes, the Company produces certain other products analogous to black mass that have a similar metal content, and, as a result, the Company tracks its production using a unit of measure called Black Mass & Equivalents or BM&E.
As at September 30, 2024, Li-Cycle had four operational Spokes in North America and Europe, which were located in Rochester, New York (the “New York Spoke”), Gilbert, Arizona (the “Arizona Spoke”), Tuscaloosa, Alabama (the “Alabama Spoke”) and Magdeburg, Germany (the “Germany Spoke”), and was evaluating the continued development of its first commercial-scale Hub in Rochester, New York (the “Rochester Hub”). On November 7, 2024, the Company decided to curtail operations at its New York Spoke as part of its Spoke optimization plans and focus on Generation 3 Spokes.
We continue to focus on reviewing critical projects, executing against our cash preservation plan and advancing funding opportunities.
In the first nine months of 2024, we recycled 7,136 tonnes of battery material consisting of full packs, manufacturing scrap and other battery varietals, produced 4,172 tonnes of BM&E and sold 4,190 tonnes of BM&E. Through our recycling services, we helped 13 prominent EV manufacturers and 14 key battery cell and material producers fulfill their commitments to responsibly dispose of their battery waste.
During the three and nine months ended September 30, 2024, we recognized total revenues of $8.4 million and $21.0 million, respectively, representing an increase of $3.7 million and an increase of $9.1 million, respectively, compared to the same periods in the prior year. During the three and nine months ended September 30, 2024, our net profit attributable to common shareholders was $56.5 million and net loss $88.4 million, representing an increase of $87.2 million and $10.6 million, respectively, compared to the same periods in the prior year.
We have completed our technical review of the MHP scope for the Rochester Hub project and expect annual production of up to approximately 8,250 tonnes of lithium carbonate and up to approximately 72,000 tonnes of MHP. We continue to implement our Spoke optimization initiatives, which we believe will improve cash flows at our Generation 3 Spokes in Arizona, Alabama and Germany, to establish a self-sufficient and financially accretive Spoke business.
We completed the third quarter of 2024 with $42.1 million in cash and cash equivalents, representing a decrease of $38.2 million from the end of 2023 and a decrease of $95.3 million compared to September 30, 2023. Our cash outflows


from operating activities were $92.5 million during the nine months ended September 30, 2024, compared to $89.3 million during the same period ended September 30, 2023, representing an increase of $3.2 million. Capital expenditures amounted to $20.6 million during the nine months ended September 30, 2024, compared to $290.8 million during the same period ended September 30, 2023, representing a decrease of $270.2 million. Capital expenditures have declined since we paused construction of the Rochester Hub and other development projects. We expect to continue to incur reduced capital expenditures until the restart of Rochester Hub construction. We expect to recommence construction on the Rochester Hub after securing additional financing toward the cost to complete the project, which is currently estimated at $486.7 million.
Management Priorities, Challenges and Business Outlook
Market Update - EV and Battery Material Demand and Feedstock Availability
Generally, the trends in the geographical markets in which we operate (North America, Europe) present the Company with opportunities and challenges. Our estimates, informed by available market data and our views, of the long-term demand for EVs and hybrids remains robust in North America and Europe, with an expected approximately 21% compound annual growth rate in the number of vehicles forecasted to be sold between 2024 and 2030, based on an estimated 5.5 million vehicles in 2024 versus 17.0 million vehicles in 2030. However, current macroeconomic and industry trends (e.g., inflationary pressures) have reduced project commitments to build EV-related supply chains in North America and Europe. Notwithstanding the current challenging global economic environment, the long-term demand for EVs and hybrids remains strong.
Our operational activities and product revenue are influenced by the commodity prices for nickel and cobalt. Both nickel and cobalt have experienced recent pricing softness, broadly driven by macroeconomic uncertainties, seasonal patterns and reduced supply-side pressures. Based on observable trends and industry data, we estimate nickel and cobalt to have continued supply availability surpluses through 2024 and a potential tightening of supply relative to demand in 2025. In addition to pricing for nickel and cobalt lithium pricing is pertinent to the Rochester Hub’s potential revenue. During the first nine months of 2024, lithium had a surplus of available production relative to perceived market demand. We believe there has been a reduction in project commitments relating to lithium production outside of China, which is likely to contribute to a forecasted tightening of the balance of the available output relative to demand in 2025.
Considering the dynamics of planned LIB production in North America and Europe, we expect to continue to see significant growth in the amount of LIB materials available for recycling. We estimate that between 2024 and 2027, the potential amount of battery materials available for recycling in North America and Europe may more than double. This potential growth in the available feedstock is expected to primarily be driven by manufacturing scrap, alongside further growth in after-sales EV batteries, stationary energy storage systems and consumer electronic batteries available for recycling. By comparison, we believe the level of post-processing capacity (for the processing of black mass) in North America and Europe in 2024 may be substantially lower than the amount of battery materials available for recycling. These forecasts illustrate that a significant deficit of post-processing capacity for black mass is currently expected in the medium term in North America and Europe. Additionally, we see potential for continued strong support for the localization of the battery supply chain, including post-processing of black mass (as is planned at Li-Cycle’s Rochester Hub) due to customer and regulatory drivers. These market and demand considerations continue to underpin the long-term proposition for the Rochester Hub.
Rochester Hub Project Review
We have completed our technical review of the MHP scope for the Rochester Hub and confirmed the technical viability of the MHP scope through an internal study that allows the project to proceed on a schedule aligned with our current expectations regarding the timing and evolution of the battery recycling and EV markets, subject to obtaining required permits, regulatory approvals, if needed, and additional financing. As previously communicated, we have also advanced the go-forward execution plan for the Rochester Hub and refined cost estimates with the local market as part of the evaluation of the project’s total cost estimate. We are continuing to develop a more detailed analysis of the MHP scope, and our financing strategy in line with the MHP scope. We will require significant additional funding before restarting the Rochester Hub project, on the basis of the MHP scope or otherwise.
Our estimated project cost for the Rochester Hub project, being $960.2 million for the MHP scope, remains the same from our most recent Annual Report on Form 10-K, and excludes costs for project commissioning, ramp-up, working capital or financing. Our current estimate of cost to complete (“CTC”) is approximately $486.7 million, including $91.9 million of costs incurred but not yet paid related to the Rochester Hub project as of September 30, 2024. If in the future we


decide to shift to a project scope that includes the production of nickel sulphate and cobalt sulphate, or any other changes to the MHP scope, then the estimated project costs would be higher.
The CTC estimates for the MHP scope are based solely upon our internal technical review, are subject to a number of assumptions, including refining detailed engineering, procurement, construction activities engineering, procurement and construction activities, including the cost of labor and may materially change when re-engaging and re-bidding construction subcontracts. In addition to the CTC, we will continue to incur costs during the construction pause until the potential project re-start date, which we expect to fund with current cash and required additional interim funding, including any borrowings that become available under the DOE Loan Facility. We will also incur other costs such as working capital, commissioning and ramp-up costs and financing costs which will be included in the full funding package.
In addition, certain contractors, subcontractors, consultants and suppliers (together, the “lienors”) have filed purported mechanic’s liens against our interests in certain properties in New York State, under New York Lien Law, given alleged delays in making payments to those lienors. On April 9, 2024, one of the lienors, MasTec, commenced arbitration proceedings to seek recovery of $48.7 million allegedly due under the construction contract for the Rochester Hub project, plus interest, fees, costs and expenses. MasTec is also seeking to enforce its lien through a foreclosure action and an affiliate of MasTec has filed a separate foreclosure action. See Note 14 (Commitments and contingencies) to the Consolidated Financial Statements.
Cash Preservation Plan
In the nine months ended September 30, 2024, we continued to implement our Cash Preservation Plan, announced in November 2023. Among other things, we commenced closure activities at the Ontario Spoke which has been paused since 2023, and slowed operations at our North American and European Spokes, as we continued to review the timing and BM&E needs of the Rochester Hub. The Ontario Spoke is expected to complete its closure plans in early 2025 and on November 7, 2024, the Company decided to curtail operations at its New York Spoke.
On March 25, 2024, we made the strategic decision to transition from a regional management structure to a centralized model, which resulted in certain leadership changes, which are anticipated to generate approximately $10 million of annualized savings in payroll and benefits. Effective as of March 26, 2024, Debbie Simpson ceased serving as the Chief Financial Officer of the Company, Richard Storrie ceased serving as the Company’s Regional President, EMEA, and Tim Johnston ceased serving as the Company’s Executive Chair and transitioned to the role of interim non-executive Chair of the Company’s Board, which he held until May 31, 2024, after which he ceased serving on the Board and as an employee. Conor Spollen was appointed as the Chief Operating Officer of the Company, Dawei Li was appointed as the Chief Commercial Officer of the Company, and Craig Cunningham was appointed as the interim Chief Financial Officer and was later appointed to the role of Chief Financial Officer of the Company, effective July 20, 2024. In conjunction with the Cash Preservation Plan, in October 2024, the Regional Vice President Operations role was eliminated.
We, consistent with previous disclosures, continue to re-evaluate our strategy for bringing on additional Spoke and Hub capacity in the near-term, as well as our strategy for our Spoke and Hub network, specifically:
•Germany Spoke (Expansion Deferred): Line 1 capacity of 10,000 tonnes per year was operationalized in August 2023. The Company had previously announced that Line 2 capacity of 10,000 tonnes per year and ancillary capacity of up to 10,000 tonnes per year were expected to be built by the end of 2023, but these plans have been deferred (including the application to expand permitted capacity from 25,000 tonnes to 35,000 tonnes per year) and the timing of the Germany Spoke expansion is being re-evaluated as part of the go-forward strategy.
•France Spoke (Expansion Project Paused): The Company had expected to start constructing the France Spoke in 2023 and to commence operations in 2024. This Generation 3 Spoke was expected to have a main line recycling capacity of 10,000 tonnes per year, with optionality to expand to up to 25,000 tonnes per year. These plans have been paused and the timing of the France Spoke is being re-evaluated as part of the go-forward strategy.
•Norway Spoke (Expansion Project Paused): The Company had expected to use its leased facility in Norway initially as a warehouse to support the Germany Spoke operations and then start Spoke operations there in 2024. These plans have been paused and the timing of the Norway Spoke is being re-evaluated as part of the go-forward strategy.
•New Ontario Spoke (Expansion Project Paused Indefinitely): The Company had planned on replacing the existing Ontario Spoke in 2023 with an expanded Generation 3 Spoke and warehouse facility. The Ontario Spoke has paused


operations and commenced closure activities and the replacement plans for new/replacement Spoke have been postponed indefinitely as part of the go-forward strategy.
•New York Spoke: Operations have been curtailed in alignment with the Company's Spoke optimization plan and focus on Generation 3 Spokes.
•Other Spoke Development Projects (Paused Indefinitely): The Company had previously disclosed that it was undertaking a site selection process for a potential new Spoke in Hungary. These plans have been postponed indefinitely as part of the go-forward strategy.
•Planned Portovesme Hub Project (Project Paused): Work on the DFS for the Planned Portovesme Hub project announced in May 2023 has been paused. The project is currently under review with Glencore and the Company as part of the go-forward strategy.
Liquidity and Financing Initiatives
We have incurred net negative operating cash flow since inception and we expect to continue to generate net negative operating cash flow prior to completing and operating the currently paused Rochester Hub asset. Our liquidity sources include our existing cash and cash equivalents, debt, grants, other receivables, and the ATM Program.
Notwithstanding the potential impacts of the Cash Preservation Plan and other cost reducing activities, we require material funds to support our operations and continue our business. Accordingly, without additional financing in the near term, we will not have adequate liquidity during the 12-month period following September 30, 2024, casting substantial doubt about the Company’s ability to continue as a going concern.
We are actively exploring financing options that will address the Company’s immediate liquidity needs. For further discussion, refer to the sections “—Liquidity and Capital Resources” below.
On November 7, 2024, we entered an agreement for a loan facility (“DOE Loan Facility”) of up to $475 million (including up to $445 million of principal and up to $30 million in deferred and accrued interest). The interest rate for each advance will be set by the Federal Financing Bank based on the cost of funds to the United States Department of the Treasury for obligations of comparable maturity at the date of the advance, with 0% spread.

Our ability to borrow under the DOE Loan Facility is subject to the satisfaction or waiver of certain conditions precedent, including:

•completing the first draw on the DOE Loan Facility (the “First Advance”) prior to the date that is twelve months after the Effective Date (i.e., November 7, 2025);
•fully satisfying the obligation to make certain base equity contributions to the Rochester Hub Project (the “Base Equity Contribution”), on or prior to the date of First Advance; and
•settling certain existing commitments relating to the Rochester Hub Project for costs incurred but not yet paid, on or prior to the date of First Advance (approximately $92 million as of September 30, 2024).
The amount of the Base Equity Contribution includes an estimated approximately $173 million to fund reserve accounts required under the DOE Loan Facility (“Reserve Accounts”), of which up to approximately $97 million can be satisfied through delivery of letters of credit. The estimated amount of the Reserve Accounts required is based on the Company’s current forecasts and may change prior to First Advance. The Reserve Accounts include project construction, ramp-up, and Spoke capital expenditure reserves. The majority of the Reserve Account funds are expected to be released to us on or before the completion of the Rochester Hub Project.
We are actively exploring additional financing and strategic alternatives for a complete funding package needed to restart construction at the Rochester Hub (of which the DOE Loan Facility is a key component) and for general corporate purposes. The funding package would assist in satisfying the conditions required to draw against the DOE Loan Facility, including funding the remaining Base Equity Contribution (which includes reserve account requirements) and a minimum cash balance. There can be no assurances that the closing of the DOE Loan Facility or any other financing transaction would be sufficient to restart construction or complete the development of the Rochester Hub. The DOE Loan Facility contains customary operational and financial covenants with which we must comply, and may impose restrictions on additional financing, and other aspects of our business.



On June 28, 2024, the Company entered into an ATM Agreement to offer and sell up to an aggregate of $75.0 million of our common shares. As of September 30, 2024, the Company generated net proceeds of $1.1 million (gross proceeds of $1.2 million inclusive of $0.1 million in fees paid) by issuing an aggregate of 701,323 of the Company’s common shares under the ATM Program. As of September 30, 2024, the remaining capacity under the ATM Program was $73.8 million.
On April 30, 2024, we received €5.3 million ($5.8 million) of the €6.4 million ($6.9 million) approved grant from the State of Saxony-Anhalt, Germany as a part of the “Improving the Regional Economic Structure” program. Under the financing plan, we are required to fund a proportion of the eligible investment expenditures, to engage at least 38 full-time employees and to provide a security interest in relation to certain equipment. At September 30, 2024, we satisfied and, although there can be no guarantee, we expect to continue to satisfy the conditions of the grant through the required period. In the future, should we not meet the conditions of the grant, all or part of the grant could be cancelled and we could be required to return funds provided by the grant.
In connection with the issuance of the Glencore Senior Secured Convertible Note, Glencore and the Company amended and restated the terms of the Glencore Unsecured Convertible Note, in two tranches.
Under the terms of the First A&R Glencore Note, by December 9, 2024, being approximately one month following effectiveness of the closing of the DOE Loan Facility, the terms of the First A&R Glencore Note shall automatically be modified to be consistent with the corresponding provisions of the Glencore Senior Secured Convertible Note: the maturity will be amended to be five (5) years from December 9, 2024, the interest rate will be amended to match the interest rate applicable to the Glencore Senior Secured Convertible Note, mandatory redemption will be required (including, from December 9, 2024, the amount equal to a specified percentage of the excess cash flow generated by the Company and its subsidiaries for the applicable fiscal year (less certain deductions and subject to pro rata application to certain other debt of the Company) in a pro rata amount across the First A&R Glencore Notes and the Glencore Senior Secured Convertible Note, and the Company will provide guarantees and pari passu security for the First A&R Glencore Note on substantially the same terms with the Glencore Senior Secured Convertible Note. In addition, as of December 9, 2024, the conversion price for the applicable First A&R Glencore Note will be adjusted to be the lesser of (x) an amount determined on the basis of a 30-Day VWAP (volume weighted average trading price) having a reference date equal to December 9, 2024 plus a 25% premium per share, and (y) $79.09 ($9.89 prior to the Share Consolidation) per share.
The Glencore Senior Secured Convertible Note also contains a minimum liquidity covenant that will require us to maintain a minimum amount of liquidity to be set at $10.0 million, to be tested monthly. In addition, the Glencore Senior Secured Convertible Note also contains a capital expenditure covenant that restricts our ability to make capital expenditures in excess of $2.0 million in any transaction or series of related transactions, subject to certain exceptions.
Operational Initiatives
We expect to continue to pause or slow down operations at our operational Spokes in North America over the course of 2024. The Ontario Spoke has paused operations and commenced closure activities and on November 7, 2024, the Company decided to curtail operations at its New York Spoke. In the nine months ended September 30, 2024, Li-Cycle has focused its commercial activities on supporting key OEM and strategic partners. By focusing on the intake of EV battery packs and modules, including damaged and defective materials, we are increasing our opportunity to earn recycling service revenues and leveraging the main line processing capabilities of its Generation 3 Spokes in Arizona, Alabama and Germany. We are also seeking to maximize the commercial value of our purchased battery cell manufacturing scrap by re-selling these materials, whether directly or after processing through our ancillary lines at its Spokes, directly to third parties, primarily in the Asia-Pacific region.
During the nine months ended September 30, 2024, in North America, Li-Cycle entered into a new recycling agreement with a prominent EV OEM for full battery pack batteries and extended an existing agreement with a leading battery cell manufacturer. During the nine months ended September 30, 2024, in Europe, we also signed new recycling agreements, and expanded and amended existing agreements, for modules and full battery pack batteries with the largest automotive EV original equipment manufacturers (OEMs) in Europe as well as signed a new agreement with a major EV battery supplier and a global battery cell manufacturer in Europe. Li-Cycle now has recycling contracts with four of the largest automotive EV OEMs in Europe.


Material Accounting Policies and Critical Estimates
For a description of material accounting policies and critical estimates, refer to Part II, Item 7, Critical Accounting Policies and Estimates in our Annual Report on Form 10-K for the year ended December 31, 2023. There have been no material changes to our critical accounting policies and, unless otherwise noted below, our estimates since our Annual Report on Form 10-K for the year ended December 31, 2023.
Revisions to accounting estimates are recognized in the period in which the estimate is revised and in any future periods affected.
Updates to significant accounting estimates include:
i.the determination of net realizable value of inventory;
ii.the determination of the useful life of property, plant and equipment;
iii.the valuation and measurement of the convertible debt and the related conversion and redemption features;
iv.the determination of the incremental borrowing rate and lease term for operating lease and finance lease right-of-use assets (“ROU assets”) and operating lease and finance lease liabilities;
v.the valuation of performance share units (“PSU”); and
vi.the determination of the transaction price used for revenue recognition.
Impairment of long-lived assets
The Company reviews long-lived assets such as plant and equipment, intangible assets with finite useful lives and ROU assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset or asset group may not be recoverable. These events and circumstances may include significant decreases in the market price of an asset or asset group, significant changes in the extent or manner in which an asset or asset group is being used by the Company or in its physical condition, a significant change in legal factors or in the business climate, a history or forecast of future operating or cash flow losses, significant disposal activity, a significant decline in the Company’s share price, a significant decline in revenue or adverse changes in the economic environment. The existence of an individual indicator outlined above, or otherwise, is not automatically an indicator that a long-lived asset may not be recoverable. Instead, management exercises judgment and considers the combined effect of all potential indicators and developments present, potentially positive or negative, when determining whether a long-lived asset may not be recoverable.
The long-lived asset impairment test requires the Company to identify its asset groups and test impairment of each asset group separately. Determining the Company’s asset groups and related primary assets requires significant judgment by management. Different judgments could yield different results. The Company’s determination of its asset groups, its primary asset and its remaining useful life, estimated cash flows, cost to complete the assets under construction and timing of the completion are significant factors in assessing the recoverability of the Company’s assets for the purposes of long-lived asset impairment testing.
As of September 30, 2024, the Company had two separate asset groups: its integrated Spoke and future Hub network in North America, and the EMEA Spoke network.
When indicators of impairment exist, long-lived asset impairment is tested using a two-step process. The Company performs a cash flow recoverability test as the first step, which involves comparing the asset group’s estimated undiscounted future cash flows to the carrying value of its net assets. If the asset group's net undiscounted cash flows exceed its net assets' carrying value, long-lived assets are not considered impaired. If the carrying value exceeds the net undiscounted cash flows, there is an indication of potential impairment and the second step of the long-lived asset impairment test is performed to measure the impairment amount. The second step involves determining the fair value of the asset group. Fair values are determined using valuation techniques that are in accordance with U.S. GAAP, including the income approach. If the carrying value of the asset group’s net assets exceeds its fair value, then the excess represents the maximum amount of potential impairment that will be allocated to long-lived assets in the asset group, with the limitation that the carrying value of each separable asset cannot be reduced to a value lower than its individual fair value.
Impairment was most recently tested as of March 31, 2024 in connection with the ongoing pause on the construction work and review of the Rochester Hub project. Refer to Note 2 Summary of Significant Accounting Policies in the Company’s unaudited condensed interim financial statements included in the Company’s Form 10-Q for the three months ending March 31, 2024. For the quarter ended September 30, 2024, the Company has not experienced impairment losses on its long-lived assets on the basis that the net undiscounted cash flows for the asset groups exceed their carrying values.


The determination of the future net undiscounted cash flows used in the last completed recoverability test required significant judgment and estimate, specifically related to the North America asset group and included:
• The determination of the primary asset of the North American asset group being the combination of the ROU asset arising from the ground lease related to the Rochester Hub and the Rochester Hub buildings, due to the fact that they have the longest remaining useful life, the location of the land together with the buildings that are fundamental to the overall future operations of the Rochester Hub site and that the remainder of the equipment for this asset group would have not otherwise been acquired if not for this location and buildings.
• The life of the net undiscounted cash flow model was determined to be approximately 40 years, to address estimation uncertainty relative to the remaining useful life of 49 years for the primary asset and aligning with the renewal options for the ground lease related to the Rochester Hub. The Company considered that it is reasonably certain that it will exercise each renewal option beyond the initial term, up to the maximum of 49 years inclusive of the initial non-cancellable period. To maintain the assets in good working order to generate cash flows over the projected term, sustaining capital expenditures were included based on widely accepted industry guidance from engineering, procurement, construction management firms and institutions such as the Chemical Engineering Plant Cost Index. The total cash flows were reviewed over the 40 years relative to the asset carrying value and it was noted that the cash flows could support the carrying value of the asset group.
• Significant cash inflows:
• Financing to complete the construction of the Rochester Hub is assumed to be available to Li-Cycle. The Company is pursuing funding alternatives in the form of bridge financing, project financing, and additional long-term funding alternatives. Two separate models were considered to reflect the impact of potential financing in a binary situation. The model that assumed no funding included significantly lower undiscounted net cash flows, which do not exceed the carrying amount of the North America asset group. If over time Li-Cycle does not obtain financing, there could be an impairment. The model which assumed no funding received a remote weighting when determining the amount of undiscounted net cash flows, but nevertheless, was considered for completeness. When sensitized to consider an equal weighting to the receipt of funding and lack thereof, the undiscounted net cash flows were still higher than the carrying value of the North American asset group.
• Revenues are driven by the sale of end products from the Rochester Hub in an MHP scope scenario and do not include the construction costs of the process areas required to produce nickel sulphate and cobalt sulphate. The key end product outputs are lithium carbonate and MHP. End product revenues can be further broken into price and volume.
• The Company was required to estimate the commodity prices of the constituent metals under the MHP scope over the 40-year period included in the recoverability test. The Company benchmarked the commodity prices based on external industry publications. Lithium is the most significant metal contributing to the value of net undiscounted cash flows. Additionally, the Company was required to estimate the percentage of metal payables that the Company would receive on MHP products being sold (“MHP payables”), which was benchmarked to historical actuals and the commercial basis per the agreement with Glencore for MHP off-take. The Company further sensitized for the price of commodities (including nickel, cobalt, and lithium) increasing or decreasing by 15% of the forecasted prices for the model’s life. Separately, the Company sensitized MHP payables to increase or to decrease by 10% for the model’s life. Under either sensitized assumption the undiscounted net cash flows were still higher than the carrying value of the North American asset group.
• End product volumes are based on the Spoke network’s and Rochester Hub’s capacities and are further impacted by the Company’s metal recoveries through the Spoke & Hub processes. When sensitized for the Hub recoveries increasing or decreasing by 5% the undiscounted net cash flows were still higher than the carrying value of the North American asset group.
• Significant cash outflows:
• Rochester Hub forecasted commissioning and operating costs which are primarily driven by the cost of reagents, labor, and utilities were developed through an internal engineering and technical report based on the Association for the Advancement of Cost Engineering to a Class 2 standard. When sensitized such that


operating costs were to increase or decrease by 10% the undiscounted net cash flows were still higher than the carrying value of the North American asset group.
• The prices that Li-Cycle pays for battery feedstock (as applicable) for the Spoke network are generally tied to commodity prices for the metals contained in those battery feedstocks or products, notably nickel and cobalt. The Company estimated forecasted commodity prices as discussed above. When sensitized for the price of commodities (including nickel, cobalt, and lithium) increasing or decreasing by 15% of the forecasted prices, the undiscounted net cash flows were still higher than the carrying value of the North American asset group.
• Construction costs to complete the Rochester Hub were developed based on the technical report for an MHP process. While these construction costs are not significant to the overall model, as proven through the sensitivity exercise whereby an increase or decrease of 5% in either direction does not impact the overall conclusion that the undiscounted net cash flows are higher than the carrying value of the North America asset group, they are significant in determining the funding gap which is assumed to be secured as discussed above.
The Company performed a sensitivity analysis to identify the impact of changes in its significant assumptions on the results of the recoverability test. As part of the sensitivity analysis, management stress tested the point in which a change in each significant assumption will cause the net undiscounted cash flows to no longer exceed the carrying amount of the asset group. Then, it assessed whether such a change was reasonable, considering the nature of the assumption. Further details on the sensitivity of the most critical inputs are noted above. It was determined that the recoverability test, including the considered impact of the sensitivities analysis, showed that the undiscounted net cash flows were still higher than the carrying value of the North America asset group.
Convertible debt instruments
Convertible instruments are assessed to determine classification of the whole instrument and to determine how to account for any conversion features or non-equity derivative instruments. The host instrument (i.e., convertible note element of the outstanding instruments) is classified as a financial liability and recorded at the present value of the Company’s obligation to make future interest payments in cash and settle the redemption value of the instrument in cash. The carrying value of the host instrument is accounted for at amortized cost and is therefore accreted to the original face value of the instrument, over the life, using the effective interest method. The conversion option components of convertible debt instruments issued by the Company are recorded as financial liabilities, in accordance with the substance of the contractual arrangements and the definitions of a financial liability. If any conversion options require bifurcation as embedded derivatives, such embedded derivative liabilities are initially recognized at fair value and classified as derivatives in the balance sheet. Changes in the fair value of the embedded derivative liabilities are subsequently accounted for directly through the unaudited condensed consolidated statements of operations and comprehensive income (loss) and are included in operating activities in the unaudited condensed consolidated statements of cash flows as non-cash adjustment.
The conversion options are valued using certain directly and indirectly observable inputs and are classified as Level 2 in the fair value hierarchy. In determining the estimated fair value of the conversion options, the Company utilizes the most recent data available including risk-free interest rate, expected life of options, expected dividend yield, expected stock price volatility, and the Company’s share price. The embedded derivatives are valued using the Binomial Option Pricing Model for the KSP Convertible Notes and Finite Difference Method for the Glencore Convertible Notes.
Government Grants
We receive grants from federal, state and local governments in different regions of the world that primarily encourage us to establish, maintain, or increase investment or employment in the region. Government grants are recorded in our Consolidated Financial Statements in accordance with their purpose of reducing expenses or offsetting the related capital asset. The benefit is generally recorded when all conditions attached to the incentive have been met or are expected to be met and there is reasonable assurance of their receipt. Refer to Note 6 (Property, plant and equipment, net) to the Unaudited Consolidated Financial Statements for grants received during the nine months ended September 30, 2024.
Stock-based compensation
The Company accounts for stock options using the fair value-based method of accounting for stock-based compensation. Fair values are determined using the Black-Scholes-Merton option pricing model. Management exercises judgment in determining the underlying share price volatility, expected life of the option, expected forfeitures and other


parameters of the calculations. The simplified method is used for estimating the expected term of the options since the Company does not have historical exercise experience to develop this assumption. Compensation costs are recognized over the vesting period on a straight-line basis for each tranche as if each award was in substance multiple awards, as an increase to stock-based compensation expense and additional paid-in capital. If, and when, stock options are ultimately exercised, the applicable amounts of additional paid-in capital are transferred to common stock. The Company accounts for award forfeitures by estimating expected forfeitures as compensation cost is recognized and recovering expenses related to unvested awards that are forfeited.
The fair value of restricted stock units (“RSUs”) and performance share units (“PSUs”) is the closing market price per share of the Company’s stock on the grant date less the present value of the expected dividends not received during the vesting period. The number of PSUs granted in the quarter to certain executives may be reduced based on the timing of the certified achievement of the predefined performance criteria related to certain milestones for the Rochester Hub project.
The expense for RSUs is recognized straight-line over the vesting period for each tranche. In the reporting period, if it becomes probable that a performance condition specified in the PSUs award will be achieved; the Company recognizes compensation expense for the proportionate share of the total fair value of the PSUs related to the vesting period that has already lapsed for the PSUs expected to vest. The remaining fair value of the PSUs expected to vest is expensed straight-line over the remainder of the vesting period. If the Company determines it is no longer probable that a performance threshold specified in the award will be achieved, all of the previously recognized compensation expense attributable to that condition is reversed in the same reporting period the determination is made.
Upon vesting of any RSUs and PSUs, the grate date fair value of RSUs and the fair value of PSUs vested is transferred to common stock.
The Company has made a policy election to estimate the number of stock-based compensation awards among similar units and recipients that will ultimately vest to determine the compensation expense recognized each reporting period. Forfeiture estimates are trued up at the end of each quarter to ensure that compensation expense is recognized only for those awards that ultimately vest.
Results of Operations
Three months ended September 30,Nine months ended September 30,
$ millions, except per share data20242023Change20242023Change
Financial highlights
Revenue$8.4 $4.7 $3.7 $21.0 $11.9 $9.1 
Cost of sales(20.0)(20.1)0.1 (57.3)(59.4)2.1 
Selling, general and administrative expense(12.9)(25.9)13.0 (58.8)(73.5)14.7 
Research and development(0.7)(2.7)2.0 (1.2)(4.9)3.7 
Other income 81.7 13.3 68.4 7.9 26.9 (19.0)
Income tax— — — — (0.1)0.1 
Net profit (loss)56.5 (30.7)87.2 (88.4)(99.1)10.7 
Adjusted EBITDA1 loss
(21.7)(41.4)19.7 (72.5)(120.4)47.9 
Profit (loss) per common share - basic and diluted2.15 (1.38)3.54 (3.81)(4.47)0.65 
Net cash used in operating activities$(20.6)$(38.7)$18.1 $(92.5)$(89.3)$(3.2)
As atSeptember 30, 2024December 31, 2023Change
Cash, cash equivalents and restricted cash$42.1 $80.3 $(38.2)
1Adjusted EBITDA is a non-GAAP financial measure and does not have a standardized meaning under U.S. GAAP. Refer to the section titled “Non-GAAP Reconciliations and Supplementary Information” below, including a reconciliation to comparable U.S. GAAP financial measures.
Revenue
Li-Cycle recognizes revenue from: (i) sales of products, including Black Mass & Equivalents, and shredded metal; and (ii) providing services relating to recycling of LIB, which includes coordination of inbound logistics and recycling and destruction of batteries. Sales of products are presented net of fair value gains or losses recognized in the period.
The Company’s revenue primarily comes from eight key customers. Refer to Note 16 (Segment reporting) in the Consolidated Financial Statements. These key customers are comprised of leading companies in the global battery supply chain, including battery manufacturers, EV OEMs, miners and raw material buyers. For the nine months ended September 30,


2024, “Customer D,” a U.S.-based global leader in EV and battery manufacturing, was the largest source of revenue for the Company.
Three months ended September 30,Nine months ended September 30,
$ millions, except sales volume2024202320242023
Product revenue recognized in the period$4.3 $3.5 $10.7 $15.7 
Fair value pricing adjustments0.1 — 0.8 (6.0)
Product revenue4.4 3.5 11.5 9.7 
Recycling service revenue recognized in the period4.0 1.2 9.5 2.2 
Revenue$8.4 $4.7 $21.0 $11.9 
Tonnes of BM&E sold1,989 892 4,190 3,866 
For the three months ended September 30, 2024, revenue increased to $8.4 million, compared to $4.7 million in the three months ended September 30, 2023. This increase was primarily due to an increase in recycling service revenue, increase in product revenue due to favorable payable and pricing terms as a result of customer mix, as well as favorable changes in fair value pricing adjustments of $0.1 million, primarily related to changes in constituent metals prices and the timing of settlements received from customers.
For the nine months ended September 30, 2024, revenue increased to $21.0 million, compared to $11.9 million in the nine months ended September 30, 2023, primarily due to an increase in recycling service revenue as well as favorable changes in fair value pricing adjustments of $0.8 million, primarily related to the timing of settlements received from customers. This was partially offset by a decrease in product revenue as a result of product mix as well as commodity prices despite an increase in volume as compared to September 30, 2023.
Recycling service revenue increased by $2.8 million and $7.3 million or 233% and 332% for the three and nine months ended September 30, 2024, respectively, compared to the three and nine months ended September 30, 2023 respectively. This increase was primarily due to new service contracts entered into in 2024 in addition to the Germany Spoke operations that commenced in August 2023.
As of September 30, 2024, 247.9 tonnes of Black Mass & Equivalents were subject to fair value pricing adjustments. Depending on the contractual terms, the BM&E could take up to 12 months to settle after shipment. The table below shows the expected settlement dates for the tonnes of BM&E subject to fair value price adjustments by quarter for the last sixteen months:
September 30, 2024June 30, 2024March 31, 2024December 31, 2023September 30, 2023
271+ days— — — 248 1,662 
181-270 days— — 248 151 557 
91-180 days— 248 151 1,372 743 
1-90 days248 93 725 542 1,312 
Total tonnes248 341 1,125 2,313 4,274 
The following tables set out the period end and period average commodity prices for cobalt and nickel:
Market price per tonneAverage market price per tonne
As at September 30,
For nine months ended September 30
2024202320242023
Cobalt$22,267 $31,416 $25,807 $33,363 
Nickel17,000 20,075 17,079 23,574 

Cost of sales
Three months ended September 30,Nine months ended Septmeber 30,
$ millions, except sales volume2024202320242023
Cost of Sales - Product Revenue$19.4 $20.1 $54.3 $59.4 
Cost of Sales - Recycling Service Revenue0.6 — 3.0 — 
Total Cost of Sales$20.0 $20.1 $57.3 $59.4 


Cost of sales attributable to product revenue includes battery materials, direct and indirect consumables, labor costs, manufacturing overheads, including depreciation, logistics, maintenance, and facility related expenses. Cost of sales attributable to product revenue also includes charges to write down the carrying value of inventory when it exceeds its estimated net realizable value.
Cost of sales attributable to service revenue includes the cost of the battery materials acquired with the service contract with the remaining product conversion cost being included in cost of sales attributable to product sales.
The Company’s operating Spokes continued to advance through the early operational phase during the quarter ended September 30, 2024. Cost of sales related to product revenue remained consistent for the three month period ended September 30, 2024, versus September 30, 2023, as increases in cost of sales related to the increase in units sold period over period were offset by reductions in operating costs and lower unfavorable inventory adjustments. Cost of sales attributable to product revenue decreased $5.1 million or 9% for the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 due to lower unfavorable inventory adjustments, and lower material costs, offset by increased operating costs including $2.5 million of carrying costs related the paused Rochester Hub and an increase in depreciation of processing equipment due to full year of German Spoke operations.
Cost of sales attributable to service revenue increased by $0.6 million and $3.0 million for the three and nine months ended September 30, 2024, respectively, compared to the three and nine months ended September 30, 2023 due to new service contracts entered into after the third quarter of 2023.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased $13.0 million or 50% for the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 primarily as a result of decreased personnel costs driven by restructuring initiatives occurring in the fourth quarter of 2023 and throughout the first nine months of 2024 of $5.7 million, decrease in stock based compensation of $2.2 million, decrease in professional and legal fees of $3.6 million, and decrease in other administrative costs of $1.4 million.
Selling, general and administrative expenses decreased $14.7 million or 20% for the nine months ended September 30, 2024 as compared to nine months ended September 30, 2023 primarily as a result of decreased personnel costs driven by restructuring activities occurring in the fourth quarter of 2023 and throughout the first nine months of 2024 of $8.3 million, a net decrease in share based compensation of $4.7 million, recovery of bad debt expense of $1.0 million, and decreases in other administrative costs of $5.5 million, offset by increased professional and legal fees of $4.4 million, related to the Rochester Hub construction pause and the shareholder lawsuits and mechanic’s liens (See Note 14 (Commitments and contingencies) to the Consolidated Financial Statements).
Research and development
For the three and nine months ended September 30, 2024, research and development was an expense of $0.7 million and $1.2 million, compared to an expense of $2.7 million and $4.9 million for the corresponding periods in 2023. The $0.7 million and $1.2 million expense in research and development for the three and nine months ended September 30, 2024 was due to decrease in consulting and professional fees as a result of the pause in the Company’s development projects, decrease in employee salaries and benefits and refunds from Glencore in accordance with our cost sharing agreement.
Other income (expense)
Other income (expense) consists of interest income, foreign exchange gain or loss, interest expense, and fair value gain on financial instruments. Interest expense represents interest paid in kind (“PIK interest”), actual cash interest costs incurred and any accrued interest payable at a future date, net of interest costs capitalized for qualifying assets where they are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset.
Other income (expense) changed favorably in the three months ended September 30, 2024 as compared to the three months ended September 30, 2023 due to favorable fair value adjustments of the Company’s financial instruments of $88.3 million offset by an increase in interest expense of $17.1 million.


Other income (expense) changed unfavorably in the nine months ended September 30, 2024 as compared to the nine months ended September 30, 2023 primarily driven by the non-cash debt extinguishment loss of $58.9 million, increase in interest expense of $43.0 million and decrease in interest income of $9.7 million offset by favorable fair value adjustments of the Company’s financial instruments of $92.6 million. The favorable fair value adjustments of the Company’s financial instruments were primarily due to the decrease in the Company’s share price over the period and the resulting reduction in the fair value of the convertible debt.
Net profit (loss)
Net profit was $56.5 million and net loss was $88.4 million in the three and nine months ended September 30, 2024, compared to net losses of $30.7 million and $99.1 million in the comparative periods in 2023. Net profit (loss) for the three and nine months ended September 30, 2024 was driven by the factors discussed above, and reduced primarily by the decrease in selling, general, and administrative expenses, and the decrease in other expenses.
Adjusted EBITDA profit (loss)
Adjusted EBITDA loss was $21.7 million and $72.5 million in the three and nine months ended September 30, 2024, compared to a loss of $41.4 million and $120.4 million in the corresponding periods of 2023. The primary difference between Adjusted EBITDA loss and net loss in the nine months ended September 30, 2024 is the exclusion of the debt extinguishment loss of $58.9 million related to the Glencore Unsecured Convertible Notes (see Note 11 (Convertible debt) to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q) and unrealized fair value gains on financial instruments of $110.1 million.
A reconciliation of Adjusted EBITDA loss to net loss is provided in the section titled “Non-GAAP Reconciliations and Supplementary Information” below.
Non-GAAP Reconciliations and Supplementary Information
The Company uses the non-GAAP measure of Adjusted EBITDA. Management believes that this non-GAAP measure provides useful information to investors in measuring the financial performance of the Company and is provided as additional information to complement U.S. GAAP measures by providing a further understanding of the Company’s results of operations from management’s perspective. Adjusted EBITDA does not have a standardized meaning prescribed by U.S. GAAP and the term therefore may not be comparable to similarly titled measures presented by other publicly traded companies and should not be construed as an alternative to other financial measures determined in accordance with U.S. GAAP. Accordingly, it should not be considered in isolation nor as a substitute for the analysis of the Company’s financial information reported under U.S. GAAP.
Adjusted EBITDA is defined as earnings before depreciation and amortization, interest expense (income), income tax expense (recovery) adjusted for items that are not considered representative of ongoing operational activities of the business and items where the economic impact of the transactions will be reflected in earnings in future periods. Adjustments relate to fair value loss on financial instruments, debt extinguishment loss and certain non-recurring expenses. Foreign exchange (gain) loss is excluded from the calculation of Adjusted EBITDA. The following table provides a reconciliation of net loss to Adjusted EBITDA (loss).
Three months ended September 30,Nine months ended September 30,
unaudited $ millions2024202320242023
Net profit (loss)$56.5$(30.7)$(88.4)$(99.1)
Income tax———0.1
Depreciation and amortization4.42.511.26.4
Interest expense17.30.244.41.4
Interest income(0.5)(2.5)(2.0)(11.7)
EBITDA profit (loss)$77.7 $(30.5)$(34.8)$(102.9)
Debt extinguishment loss— — 58.9 — 
Restructuring fees adjustment1
(0.2)—13.5 —
Fair value gain on financial instruments2
(99.2)(10.9)(110.1)(17.5)
Adjusted EBITDA (loss)$(21.7)$(41.4)$(72.5)$(120.4)


1Restructuring fees adjustment include: expense related to the workforce reduction approved by the Board on March 25, 2024 which provided certain executives and non-executives with contractual termination benefits as well as one-time termination benefits; Special Committee retainers; professional fees, including legal fees incurred as a result of the three shareholder suits and the mechanic’s liens filed following the construction pause at the Rochester Hub; and expenses related to the implementation of the Cash Preservation Plan.
2Fair value gain on financial instruments relates to convertible debt.
Capital Expenditure
Capital expenditures for the nine months ended September 30, 2024 were $20.6 million, compared to $290.8 million in the nine months ended September 30, 2023. The $20.6 million capital expenditures in the nine months ended September 30, 2024 primarily consisted of payments for and receipts of equipment and construction materials purchased during previous periods for the Rochester Hub and the Germany Spoke. The decrease in capital expenditures for the nine months ended September 30, 2024, was due to the pause of construction at the Rochester Hub which was the primary driver for capital expenditures for the nine months ended September 30, 2023.
Development of Spoke & Hub Network
Operational Updates
Nine months ended September 30,
unaudited $ millions, except production data in tonnes20242023Change
Operational Highlights
Capital Expenditure$20.6$290.8(93)%
Production - Black Mass & Equivalents4,1724,891(15)%
Production – Black Mass & Equivalents
The Company produced 4,172 tonnes of Black Mass & Equivalents in the nine months ended September 30, 2024, compared to 4,891 tonnes in the corresponding period of 2023. The decrease in production of BM&E was primarily attributable to the slowdown of operations at our North America Spokes offset by an increase attributable to our European Spoke operation during the nine months ended September 30, 2024 as operations began in August 2023.
Li-Cycle has three operational Spokes in North America (the New York Spoke, the Arizona Spoke and the Alabama Spoke) and one operational Spoke in Europe (the Germany Spoke, which commenced operations in August 2023). Since November 1, 2023, production at the Ontario Spoke has been paused and the Company is continuing closure activities at this operation.
The table below outlines current installed Spoke capacity as at September 30, 2024, by Spoke location:
Ancillary Processing
Annual material processing capacity (in tonnes) Main Line¹Dry Shredding²Powder Processing³
Baling4
Total Processing Capacity
New York Spoke5,000 — 3,000 — 8,000 
Arizona Spoke10,000 5,000 3,000 5,000 23,000 
Alabama Spoke10,000 5,000 — — 15,000 
Germany Spoke
10,000 — — — 10,000 
Available Spoke Capacity35,000 10,000 6,000 5,000 56,000 
Notes
1Processes materials using Li-Cycle’s patented submerged shredding process or “wet shredding” specifically for battery materials that contain electrolyte and have risk of thermal runaway.
2Processes materials that do not contain electrolyte, and therefore have less risk of thermal runaway.
3Processes cathode powders to minimize dusting in downstream processes.
4Processes cathode foils into formed cubes for optimizing logistics and downstream processing.
The Company processes end-of-life batteries and certain manufacturing scrap at its Spoke main lines to produce black mass and shredded metal. Other manufacturing scrap acquired by the Company may be processed at the Company’s ancillary lines to produce intermediate products or sold directly to third parties.
Li-Cycle’s first commercial Hub was under construction in Rochester, New York until October 23, 2023, when the Company announced a construction pause on its Rochester Hub project, pending completion of a comprehensive


review of the go-forward strategy for the project. The Rochester Hub is expected to have a nameplate input capacity to process 35,000 tonnes of BM&E annually (equivalent to approximately 90,000 tonnes or 18 GWh of LIB equivalent feed annually). The facility is expected to have an output capacity of battery-industry critical materials including approximately 7,500 to 8,500 tonnes per annum of lithium carbonate.
Liquidity and Capital Resources
Overview
To date, Li-Cycle has financed its operations primarily through proceeds received in connection with: (i) the Business Combination; (ii) the concurrent $315.5 million private placement of common shares; (iii) other private placements of Li-Cycle securities (including convertible notes and common shares); (iv) the ATM Program, and (v) government grants. We have incurred net negative operating cash flow since our inception and expect to continue to generate negative operating cash flow. Cash generated at our operating Spokes is consumed by those operations and any shortfalls as well as funds required for general and all other needs are provided through our existing cash, debt, grants and other receivables. Inherently, there can be no guarantee that we can execute our growth strategy, secure appropriate feedstock supply, or develop the operating capabilities necessary to grow into a cash flow positive business.
Accordingly, without additional financing in the near term, we will not have adequate liquidity during the 12 months following September 30, 2024, casting substantial doubt about our ability to continue as a going concern.
There can be no assurance that we will be able to secure sufficient, additional funding, under reasonable commercial terms or at all, to provide liquidity for ongoing operations, to fund future growth or capital projects, including completion of the Rochester Hub or otherwise satisfy any of our funding needs and obligations. The Glencore Convertible Notes, and borrowings that become available under the DOE Loan Facility have, or are expected to have restrictive covenants that would significantly limit our operating and financial flexibility or our ability to obtain future financing.
See the following sections for more details regarding our material cash requirements and sources and conditions of liquidity.
Material Cash Requirements
As discussed in and subject to the factors in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management Priorities, Challenges and Business Outlook - Rochester Hub Project Review in this Quarterly Report on Form 10-Q, our primary need for liquidity is to fund on-going working capital requirements of our business during the pause of the Rochester Hub project and existing capital commitments. We will require additional funding to restart the construction of the Rochester Hub which has an estimated cost to complete of $486.7 million inclusive of $91.9 million to settle various existing Hub commitments included in accounts payable.
We have no material debt maturities or requirements to pay cash interest associated with our convertible debt under the Company’s option to elect PIK interest. See Note 11 (Convertible debt) to the Consolidated Financial Statements for further details on our convertible debt.
Excluding Rochester Hub related commitments referred to above, we had $39.6 million of accounts payable as of September 30, 2024. In the twelve months following September 30, 2024, we anticipate cash lease payments of $10.7 million primarily associated with our facilities and $3.7 million of cash severance costs related to the March 2024 restructuring.
We continue to experience net negative cash flows from operations, and notwithstanding the potential impacts of the Cash Preservation Plan and other cost reducing activities, we require material funds to support our operations and continue our business.
Sources and Conditions of Liquidity
Our sources of liquidity to fund our on-going operations, corporate and other costs are predominantly from our existing available cash, unreceived grants, sales of BM&E and recycling services, other receivables and proceeds from future financing, if and when available. On June 28, 2024, we entered into an ATM Agreement with B. Riley, covering the sale of up to $75.0 million aggregate amount of our common shares. For the three and nine months ending September 30,


2024, we raised $1.1 million in net proceeds by issuing an aggregate of 701,323 of our common shares under the ATM Program. As of September 30, 2024, approximately up to $73.8 million of our common shares remain available under the ATM Program. We intend to utilize any proceeds from the ATM Program towards our short-term liquidity needs.
As further noted in Management’s Discussion and Analysis of Financial Condition and Results of Operations - Management Priorities, Challenges and Business Outlook - Liquidity and Financing Initiatives, on November 7, 2024, we entered into the DOE Loan Facility in the amount of up to $475.0 million. We are actively exploring other financing options and strategic alternatives for a complete funding package needed to restart the construction at the Rochester Hub (of which the DOE Loan Facility is a key component). We will require significant additional funding before restarting the Rochester Hub project and we cannot know or guarantee when, if ever, or how much, if any, funds will be available or received from the DOE Loan Facility.
See Note 6 (Property, plant and equipment, net) to the Consolidated Financial Statements for details of the $5.8 million (€5.3 million) conditional grant received from the State of Saxony-Anhalt, Germany. By financing a portion of eligible capital expenditures before May 31, 2025, we may become eligible to receive the remaining €1.1 million of the approved grant. At September 30, 2024, we satisfy and, although there can be no guarantee, we expect to continue to satisfy the conditions of the grant through the required period. In the future, should we not meet the conditions of the grant, all or part of the grant could be cancelled and we could be required to return funds provided by the grant.
During the nine months ended September 30, 2024, we reached new agreements and renegotiated certain previous agreements with certain suppliers to extend payment terms for $3.3 million of trade accounts payable beyond one year. We expect to pay, in aggregate, $1.1 million in interest over the collective terms of the deferrals. We recorded these amounts as non-current accounts payable in the unaudited condensed consolidated interim balance sheet as of September 30, 2024.
Cash, cash equivalents and restricted cash were $42.1 million as at September 30, 2024, compared to $80.3 million as at December 31, 2023. Cash, cash equivalents and restricted cash as at September 30, 2024 included proceeds received from the issuance of the Glencore Senior Secured Convertible Note and restricted cash of $9.6 million.
At September 30, 2024, we had convertible debt of $342.6 million. For details regarding our indebtedness, see Note 11 (Convertible debt) to the Consolidated Financial Statements.
Cash Flows Summary
Presented below is a summary of Li-Cycle’s operating, investing, and financing cash flows for the nine months ended September 30, 2024 and 2023:
Nine months ended September 30,
$ millions20242023
Net cash used in operating activities$(92.5)$(89.3)
Net cash used in investing activities(20.6)(290.8)
Net cash provided (used in) by financing activities74.9(0.4)
Net change in cash, cash equivalents and restricted cash$(38.2)(380.5)
Net Cash Used in Operating Activities
For the nine months ended September 30, 2024, net cash used in operating activities were approximately $92.5 million, compared to $89.3 million in the corresponding period of 2023 and were driven by an increase in selling, general and administrative disbursements included in expenses in prior periods and expenses related to legal fees incurred as a result of the three shareholder suits and mechanic’s liens filed following the construction pause at the Rochester Hub and other non-recurring restructuring costs.
The cash expenditures related to the shareholder lawsuits and lien related activities during the nine months ended September 30, 2024 were $6.0 million. The other non-recurring cash restructuring costs of $7.1 million during the nine months ended September 30, 2024 include severance costs for certain executives and non-executives pursuant to contractual termination benefits related to the March 2024 workforce reduction, as well as consulting, legal and Special Committee fees.


Net Cash Used in Investing Activities
For the nine months ended September 30, 2024, net cash used in investing activities were $20.6 million, and primarily consisted of payments for equipment and construction materials purchased during previous periods for the Rochester Hub and Germany Spoke, compared to net cash used in the investing activities of $290.8 million in the corresponding period of 2023. Net cash used in investing activities in the nine months ended September 30, 2023 were driven by the development of the Rochester Hub through the acquisition of equipment and construction materials.
Net Cash Provided by (Used In) Financing Activities
For the nine months ended September 30, 2024, net cash provided by financing activities were $74.9 million, compared to $0.4 million used in the corresponding period of 2023, and were primarily driven by $75.0 million of gross proceeds received from the issuance of the Glencore Senior Secured Convertible Note on March 25, 2024 net of $1.3 million of transaction costs and $1.2 million proceeds raised from issuance of common shares under our ATM Program.

Recent Accounting Pronouncements
From time to time, new accounting standards, amendments to existing standards, and interpretations are issued by the FASB. Unless otherwise discussed, and as further highlighted in Note 2 (Accounting Changes) to the Consolidated interim Financial Statements, Li-Cycle is in the process of assessing the impact of recently issued standards or amendments to existing standards that are not yet effective.


ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Li-Cycle is exposed to various risks in relation to financial instruments. The main types of risks are currency risk and interest rate risk. While Li-Cycle may enter into hedging contracts from time to time, any change in the fair value of the contracts could be offset by changes in the underlying value of the transactions being hedged. Furthermore, Li-Cycle does not have foreign-exchange hedging contracts in place with respect to all currencies in which it does business.
Foreign Currency Risk
The Company is exposed to currency risk as its cash is mainly denominated in U.S. dollars, while its operations also require Canadian dollars and other currencies in addition to U.S. dollars. As at September 30, 2024, the impact of a 5% change in these respective currencies versus the U.S. dollar, would result in an immaterial impact. Furthermore, Li-Cycle does not have foreign-exchange hedging contracts in place with respect to all currencies in which it does business.
Interest Rate Risk
Interest rate risk is the risk arising from the effect of changes in prevailing interest rates on the Company’s financial instruments. The Company is exposed to interest rate risk, as it has variable interest rate debt that includes an interest rate floor and cap. The Company does not expect changes in interest rates to have a material impact on its business and does not engage in interest rate hedging activities.
Credit and Liquidity Risks
Credit risk associated with cash is minimal as the Company deposits the majority of its cash with large Canadian and U.S. financial institutions above a minimum credit rating and with a cap on maximum deposits with any one institution. The Company’s credit risk associated with receivables is managed through the use of credit assessments, credit limits, and payment terms with customers, as well as requiring payment in advance where the assessed credit risk warrants it, and exposure to potential loss is also assessed as minimal.
The Company’s revenue and accounts receivable primarily come from large multinational OEMs and dominant market participants.
Management is assessing its liquidity risk management framework for the management of the Company’s short-term, medium and long-term funding and liquidity requirements.
Market Risks
The Company is exposed to commodity price movements for the inventory it holds and the products it produces. Commodity price risk management activities are currently limited to monitoring market prices. The Company’s revenues are sensitive to the market prices of the constituent payable metals contained its products, notably cobalt and nickel. The Company does not engage in commodity price hedging activities.
The following table sets out the Company’s exposure, as of September 30, 2024 and December 31, 2023, in relation to the impact of movements in the cobalt and nickel price for the provisionally invoiced sales volume of BM&E by metric tonne:

As at September 30, 2024
Cobalt
Nickel
Tonnes subject to fair value pricing adjustments247.9247.9
10% increase in prices
$—$—
10% decrease in prices
$—$—
As at December 31, 2023
Cobalt
Nickel
Tonnes subject to fair value pricing adjustments2,313.02,313.0
10% increase in prices
$0.2$0.3
10% decrease in prices
$(0.2)$(0.3)


The following table sets out the period end commodity prices for cobalt and nickel as at September 30, 2024 and December 31, 2023:
As at September 30, 2024
Market price per tonne
Cobalt
$22,267
Nickel
$17,000
As at December 31, 2023
Market price per tonne
Cobalt
$28,660
Nickel
$16,250
Capital Risk Management
The Company’s objective when managing its capital is to ensure that it will be able to continue as a going concern while maximizing the return to shareholders through the optimization of the debt and equity balance. The capital structure of the Company consists of net cash (cash and cash equivalents after deducting convertible debt) and equity of the Company (comprising issued share capital and other reserves). The Company is not subject to any externally imposed capital requirements as of September 30, 2024.
ITEM 4 CONTROLS AND PROCEDURES

Disclosure Controls and Procedures
Li-Cycle’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, its Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2024, its disclosure controls and procedures were not effective, due to the material weaknesses in the Company’s internal control over financial reporting described below.
Changes in Internal Control Over Financial Reporting

Management is responsible for establishing, maintaining and assessing the effectiveness of internal control over financial reporting (“ICFR”) as defined in Rules 13a-15(e) and 15d-15(f) under the Exchange Act. The Company’s ICFR is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Li-Cycle has identified material weaknesses in its ICFR. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of Li-Cycle’s financial statements will not be prevented or detected on a timely basis.
As reported in Li-Cycle’s Annual Report on Form 10-K, management has concluded ICFR was not effective due to the following material weaknesses:
•The Company did not maintain an effective control environment due to insufficient number of experienced personnel with the appropriate technical training to allow for a detailed review of transactions that would identify errors in a timely manner.
•The Company did not maintain an effective risk assessment process to identify all relevant risks of material misstatement and to evaluate the implications of relevant risks on its ICFR, resulting from the insufficient number of experienced personnel described above.
•The Company did not maintain effective information and communication processes, related to insufficient communication of internal control information and the operating ineffectiveness of its IT general controls to ensure the quality and timeliness of information used in control activities, including related to service organizations.
•As a consequence of the above, the Company had ineffective process-level and financial statement close controls, primarily due to a lack of sufficient documentation to provide evidence of the operating effectiveness of controls.


Plan for Remediation of Material Weaknesses
During the three months ended September 30, 2024, Li-Cycle continued to implement its remediation plan to address the material weaknesses and their underlying causes, and strengthen all elements of the Company’s ICFR program, including:
•Building its internal competency in technical accounting, financial reporting and internal controls to enhance its ability to execute detailed review of transactions to identify errors in a timely manner.
•Enhancing the risk assessment process to allow for the timely identification of risks of material misstatement and the impact of changes in the business that impact financial reporting risks.
•Strengthening processes to communicate internal control information and addressing operating deficiencies in IT general controls.
•Improving the quality of internal control evidence documentation to demonstrate operating effectiveness in process-level and financial statement close controls.
Although Li-Cycle continues to advance its remediation plan, the Company will not be able to conclude that it has remediated the material weaknesses until all relevant controls are fully implemented and have operated effectively for a sufficient period of time. The Company will continue to provide updates as it progresses through its remediation plan.
Except for the steps taken to address the material weaknesses in the Company’s ICFR as described above, no changes in the Company’s ICFR occurred during the three and nine months ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of the material pending legal proceedings, see Note 14 (Commitments and contingencies) to the Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q and the section titled “Item 3. Legal Proceedings” in our Annual Report on Form 10-K.
ITEM 1A RISK FACTORS
We describe our existing risk factors in “Item 1A. Risk Factors” of our Annual Report on Form 10-K. Other than as described below, there have been no material changes in our risk factors disclosed in “Item 1A. Risk Factors” in our Annual Report on Form 10-K.

The Glencore Senior Secured Convertible Note and the DOE Loan Facility are secured, and the First A&R Glencore Note will be secured, by a substantial portion of the assets of the Company and its subsidiaries, resulting in the lack of substantial remaining assets available for incurring additional secured indebtedness.
The Glencore Senior Secured Convertible Note is guaranteed by certain subsidiaries of the Company and it is secured by perfected first priority security interests (subject to customary exceptions and permitted liens) over the assets of the Company and of its U.S. and Canadian subsidiaries, including intellectual property, and a pledge of the equity interests of each U.S. and Canadian subsidiary. In addition, the Glencore Senior Secured Convertible Note is secured by grants of perfected first-priority security interests (subject to customary exceptions and permitted liens) in all the material intra-group receivables and the material bank accounts of Li-Cycle Germany GmbH and Li-Cycle Europe AG held by such entities in their respective jurisdictions of organization, and by the equity interests in Li-Cycle Germany GmbH and Li-Cycle Europe AG held by Li-Cycle Europe AG and the Company, respectively.
The obligations under the DOE Loan Facility are secured on a first priority basis (subject to customary exceptions and permitted liens) by, and among other things, the assets of Li-Cycle U.S. Inc. (the borrower under the DOE Loan Facility), Li-Cycle North America Hub, Inc., and Li-Cycle Inc., the shares of the Borrower Entities, and certain rights, title and interests in the Rochester Hub.
Under the terms of the First A&R Glencore Note, by December 9, 2024, being approximately one month following the effectiveness of the closing of the DOE Loan Facility, the Company is required to cause its subsidiaries that


guarantee the Glencore Senior Secured Convertible Note (together with the Company) to provide guarantees and (together with the Company) to grant first perfected, priority security interests (subject to customary exceptions and permitted liens) in the assets that secure the Glencore Senior Secured Convertible Note for the benefit of the First A&R Glencore Note on substantially the same terms as the guarantees and security interests provided for the Glencore Senior Secured Convertible Note.
Because a substantial portion of the Company’s assets secure the Glencore Senior Secured Convertible Note and the DOE Loan Facility, and will secure the First A&R Glencore Note, we do not have substantial remaining assets available to secure other indebtedness. Accordingly, we may not be able to incur additional secured indebtedness in the future. In addition, the terms of each of the Glencore Senior Secured Convertible Note, the First A&R Glencore Note, the Second A&R Glencore Note and the DOE Loan Facility significantly limit our ability to incur additional debt, including secured debt. If we are unable in the future to incur additional indebtedness, including secured indebtedness, to finance our operations and projects, such limitation could have an adverse effect on our business plans or our ability to obtain future financing, financial condition and results of operations.
Completion of our Rochester Hub is substantially contingent on our ability to fully draw down on our DOE Loan Facility, which contains a number of restrictive covenants and conditions precedent to the first and each draw. Failure to satisfy the conditions required to fully draw down on our DOE Loan Facility would have a material adverse effect on our business, financial condition and results of operations.
As part of our Cash Preservation Plan, we paused construction work on our Rochester Hub in October 2023, pending completion of a comprehensive review of the project's future strategy. The cost to recommence and complete construction of the Rochester Hub under the proposed MHP scope is currently estimated at $486.7 million. Our DOE Loan Facility, which closed on November 7, 2024, provides for up to $475.0 million of loans under the DOE’s ATVM Program to recommence construction on the Rochester Hub Project. We cannot, however, access these funds immediately or at once, but only through periodic draws through December 31, 2026 assuming eligible costs are incurred, and the first draw must occur prior to November 7, 2025. Our ability to draw on the DOE Loan Facility is subject to satisfaction of additional conditions and requirements, including (i) obtaining financing of approximately $173 million to fund a base equity contribution (of which up to approximately $97 million can be satisfied via letters of credit), and (ii) satisfying a minimum unrestricted cash condition, both prior to and following completion of the Rochester Hub.
If we are unable to satisfy the conditions required to borrow under the DOE Loan Facility, we may not have access to sufficient funding to complete the Rochester Hub, which would have a material adverse effect on our business, financial condition, and results of operations. If we are unable to draw down the anticipated funds under the DOE Loan Facility, or we are delayed in making such draw downs, we will need to obtain additional or alternative financing to complete our Rochester Hub. Such additional or alternative financing may not be available on attractive terms, if at all, and could be more costly for us to obtain.
The DOE Loan Facility documents contain covenants that include, among others, a requirement that the Rochester Hub project be conducted in accordance with the business plan for the project, compliance with all requirements of the DOE’s ATVM Program, and limitations on our and our subsidiaries’ ability to incur indebtedness, incur liens, make investments or loans, enter into mergers or acquisitions, dispose of assets, pay dividends or make distributions on capital stock, prepay indebtedness, pay management, advisory or similar fees to affiliates, enter into certain material agreements and affiliate transactions, enter into new lines of business and enter into certain restrictive agreements. These restrictions may limit our ability to operate our business and may cause us to take actions or prevent us from taking actions we believe are necessary from a competitive standpoint or that we otherwise believe are necessary to grow our business. In addition, if we are unable to comply with the restrictive covenants under the DOE Loan Facility, we may default under the terms of the facility. In the event of a default, we would not be eligible to draw funds under the DOE Loan Facility and such default, if not cured, could result in the acceleration of outstanding loans under the DOE Loan Facility.
We can provide no assurance as to whether we will be able to continue to raise funds under the ATM Program in the future, or how much we would be able to raise. Any further share issuance under the ATM Program may result in substantial dilution.
The ATM Program is one of the Company’s sources of liquidity. Between August 12, 2024 and September 13, 2024, we raised net proceeds of $1.1 million after fees under the ATM Program and as of November 7, 2024, up to approximately $73.8 million of our common shares remain available for sale under the ATM Program. We can provide no assurance as to whether we will be able to continue to raise funds in the future through the sale of our common shares that remain available for sale under the ATM Program, or that any proceeds raised would be sufficient to satisfy our funding


requirements. Sales of common shares under the ATM Program may result in substantial dilution to our common shareholders, affecting the trading price of our common shares and our shareholders’ interests. For further discussion about dilution, see the section titled “Item 1A. Risk Factors – Risks Relating to Ownership of Our Securities” and the section titled “Item 1A. Risk Factors – Risks Relating to the Ownership of Our Common Shares – We may issue additional common shares or other equity securities without shareholder approval, which would dilute the ownership interests of existing shareholders in the Company and may depress the market price of our common shares” in our Annual Report on Form 10-K.

We may issue additional common shares or other equity securities without shareholder approval, which would dilute the ownership interests of existing shareholders in the Company and may depress the market price of our common shares.

We may issue additional common shares or other equity securities in the future in connection with, among other things, capital raises (including through our ATM Program), future acquisitions, repayment of outstanding indebtedness or grants under the Company’s 2021 Incentive Award Plan (the “Long-Term Incentive Plan”), without shareholder approval in a number of circumstances, including in reliance on a “financial hardship exemption” from the shareholder approval requirements of the NYSE rules. We are currently actively exploring financing options and strategic alternatives. If we raise additional funds through further issuances of equity or convertible debt securities, our existing shareholders could suffer significant further dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common shares. Pursuant to the terms of the KSP Convertible Notes, the A&R Glencore Convertible Notes, and the Glencore Senior Secured Convertible Note, we may issue common shares upon conversion or redemption of the KSP Convertible Notes, the A&R Glencore Convertible Notes, or the Glencore Senior Secured Convertible Note, as applicable, upon exercise of the warrants issued to Glencore in connection with a redemption of the A&R Glencore Convertible Notes or the Glencore Senior Secured Convertible Note, as applicable, or pursuant to any other term of the KSP Convertible Notes, the A&R Glencore Convertible Notes or the Glencore Senior Secured Convertible Note, as applicable, including as a result of any of the PIK provisions of the KSP Convertible Notes, the A&R Glencore Convertible Notes or the Glencore Senior Secured Convertible Note, as applicable.

The issuance of additional shares or other equity securities could have one or more of the following effects:

•our existing shareholders’ proportionate ownership will decrease;
•the amount of cash available per share, including for payment of dividends in the future, may decrease;
•the relative voting strength of each previously outstanding share may be diminished; and
•the market price of our common shares may decline.

The issuance of our common shares in connection with the conversion of any of the KSP Convertible Notes or the Glencore Convertible Notes would cause substantial dilution, and could materially affect the trading price of our common shares and your interests and any future financings may cause further dilution.

As of September 30, 2024, there was an aggregate principal amount of $126.5 million outstanding under the KSP Convertible Notes, $225.3 million outstanding under the A&R Glencore Convertible Notes and $75.0 million outstanding under the Glencore Senior Secured Convertible Note. To the extent we or the holders of the KSP Convertible Notes or the Glencore Convertible Notes, as applicable, convert any of their convertible notes into our common shares, substantial amounts of our common shares will be issued. In addition, under the terms of the First A&R Glencore Note, by December 9, 2024, being approximately one month following the effectiveness of the closing of the DOE Loan Facility, the conversion price for the First A&R Glencore Note will be adjusted to be the lesser of (x) an amount determined on the basis of a 30-Day VWAP (volume weighted average trading price) having a reference date equal to December 9, 2024, plus a 25% premium per share, and (y) $79.09 ($9.89 prior to the Share Consolidation) per share. We anticipate that this adjustment to the conversion price will substantially increase the total number of shares into which the First A&R Glencore Note is convertible. Any issuances of our common shares upon conversion of any of the KSP Convertible Notes or the Glencore Convertible Notes could result in substantial decreases to our stock price and dilution to our existing shareholders.

In addition, conversion of the Glencore Convertible Notes may result in a change of control of the Company, depending on certain future events, including in the event the Company elects to pay interest in-kind and/or as a result of future conversion price adjustments to either or both of the A&R Glencore Convertible Notes or the Glencore Senior


Secured Convertible Note. As of November 1, 2024, assuming the conversion of the A&R Glencore Convertible Notes and the Glencore Senior Secured Convertible Note on such date, Glencore and its affiliates would have beneficially owned approximately 48.5% of the common shares on an as-converted basis. As a result, Glencore may be able to exert significant voting influence on votes requiring shareholder approval and may take actions with which you disagree or which are in conflict with your interests. Any concentration of share ownership may also have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation, takeover or other business combinations, or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would benefit other shareholders. This concentration of share ownership may not be in the best interests of all of our shareholders. In addition, on March 25, 2024, in connection with the closing of the Glencore Senior Secured Convertible Note, the Company entered into a side letter agreement (the “Side Letter Agreement”) with Glencore Ltd., Glencore Canada Corporation and Glencore, in which it granted to Glencore the right to nominate two additional directors (the “Glencore Nominees”) to the Board, for a total of three nominees.

It is expected that the Company will seek additional financing or strategic alternatives in the future, including to satisfy the funding condition under the DOE Loan Facility, which financing alternatives in particular could result in the issuance of additional equity or equity-linked securities, in turn resulting in further dilution to existing shareholders. Furthermore, if Glencore is an investor in any future financing, it may result in Glencore acquiring beneficial ownership in excess of 50.1% of the issued and outstanding common shares on an actual or as-converted basis and otherwise acquiring actual control of the Company through the right to appoint and remove a majority of the directors serving on the Board. We cannot assure you that any of the governance protections Glencore committed to in the Side Letter, including not causing the Company to rely on the "controlled company" exemption of the NYSE and the standstill provisions, among others, would remain in place following any such future financing, which loss of governance protections may further affect your interests and shareholder rights.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Unregistered Sales of Equity Securities
None.
Use of Proceeds
None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
Insider Trading Arrangements and Policies
During the three months ended September 30, 2024, neither the Company nor any of its directors or officers adopted or terminated any 10b5-1 trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any other non-Rule 10b5-1 trading arrangement.


ITEM 6. EXHIBITS
The exhibits listed below are filed as part of this Quarterly Report on Form 10-Q or are incorporated herein by reference, in each case as indicated below.
Exhibit
Number
Description
1.1
2.1††
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11


4.12
4.13
10.1††
10.2††
10.3††
10.4††
10.5††
10.6††
10.7
10.8
10.9†††
10.10
10.11
10.12††, †††
10.13††, †††
10.14††, †††
10.15††, †††


10.16††, †††
10.17†††
10.18††, †††
10.19
10.20††, †††
10.21†, †††
10.22†, †††
10.23†, †††
10.24†, †††
10.25†
10.26†
10.27†
10.28†
10.29†
10.30†
10.31††, †††
10.32††, †††
10.33††, †††


10.34††, †††
31.1
31.2
32.1#
32.2#
101.INSXBRL Instance Document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101).
**Previously filed.
†Indicates management contract or compensatory plan or arrangement.
††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.
#This certification is deemed not filed for purpose of Section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.
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.


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 Executive Director
By:/s/ Craig Cunningham
Name: Craig Cunningham
Title: Chief Financial Officer (Principal Financial and Accounting Officer)
Date:November 7, 2024

US-LEGAL-12670681/2 176283-0007
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