Sec Form 13G Filing - PERIDOT ACQUISITION SPONSOR LLC filing for LI-CYCLE HLDGS CORP COM (LICY) - 2022-02-10

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  Names of Reporting Persons

  Peridot Acquisition Sponsor, LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  9,714,165⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,714,165⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,714,165⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Exclu des Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  5.75%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of 8,000,000 warrants held by the Reporting Persons on December 31, 2021 (the “Warrants”) that were subsequently exercised and net settled pursuant to the Issuer’s December 27, 2021 redemption notice.

Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit 99.1 to the Issuer’s Form 6-K, filed on February 2, 2022.

  Names of Reporting Persons

  Carnelian Energy Capital Holdings, LLC

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

  Delaware

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  9,714,165⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,714,165⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,714,165⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  5.75%⁽²⁾

  Type of Reporting Person (See Instructions)

  OO

Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of the Warrants.

Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibi t 99.1 to the Issuer’s Form 6-K, filed on February 2, 2022.

  Names of Reporting Persons

  Tomas Ackerman

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Only

  Citizenship or Place of Organization

   United States of America

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  9,714,165⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,714,165⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,714,165⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  5.75%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of the Warrants.

Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit 99.1 to the Issuer’s Form 6-K, filed on February 2, 2022.

  Names of Reporting Persons

  Daniel Goodman

  Check The Appropriate Box if a Member of a Group (See Instructions)

  (a)  ☐        (b)  ☒

  SEC Use Onl y

  Citizenship or Place of Organization

  United States of America

Number of

Shares

 Beneficially 

Owned By

Each

Reporting

Person

With

  Sole Voting Power

  0

  Shared Voting Power

  9,714,165⁽¹⁾

  Sole Dispositive Power

  0

  Shared Dispositive Power

  9,714,165⁽¹⁾

  Aggregate Amount Beneficially Owned by Each Reporting Person

  9,714,165⁽¹⁾

  Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares

  ☐

  Percent of Class Represented By Amount in Row (9)

  5.75%⁽²⁾

  Type of Reporting Person (See Instructions)

  IN

Represents 9,714,165 Common Shares, which amount includes 2,024,000 Common Shares acquired in respect of the Warrants.

Calculated based on 168,891,877 Common Shares outstanding as of January 31, 2022 as reported on Exhibit 99.1 to the Issuer’s Form 6-K, filed on February 2, 2022.

C/O Li-Cycle Corp.

10-2351 Royal Windsor Drive

Mississauga, Ontario

Canada, L5J 4S7

This statement is filed by the entities and persons listed below, all of whom together are referred to herein as the “Reporting Persons”:

(i) Peridot Acquisition Sponsor, LLC

(ii)  Carnelian Energy Capital Holdings, LLC

(iii)  Tomas Ackerman

(iv) Daniel Goodman

2229 San Felipe Street, Suite 1450

Houston, TX 77019

Ownership

(a)   Amount beneficially owned

See responses to Item 9 on each cover page.

(b)  Percent of Class

See responses to Item 11 on each cover page.

(c)   Number of shares as to which the Reporting Person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii)  Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii)  Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

This Schedule 13G is being filed by Peridot Acquisition Sponsor, LLC (the “Sponsor”).The Sponsor is controlled by its managing member, CEC Aventurine Holdings, LLC (“Aventurine Holdings”) and Aventurine Holdings is controlled by Carnelian Energy Capital III, L.P. (“Carnelian Fund III”), its sole member. Carnelian Fund III is controlled by its general partner, Carnelian Energy Capital GP III, L.P. (“Carnelian L.P.”) and Carnelian L.P. is controlled by its general partner Carnelian Energy Capital Holdings, LLC (“Carnelian Holdings”). Messrs. Tomas Ackerman and Daniel Goodman are the controlling members of Carnelian Holdings. Accordingly, all of the shares held by the Sponsor may be deemed to be beneficially held by Aventurine Holdings, Carnelian Fund III, Carnelian L.P., Carnelian Holdings and Messrs. Ackerman and Goodman. Each such entity or person disclaims beneficial ownership of these securities. The filing of this Statement shall not be construed as an admission that any of the Reporting Persons is, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Statement.

/s/ Jeffrey Gilbert

/s/ Tomas Ackerman

/s/ Daniel Goodman

/s/ Tomas Ackerman

/s/ Daniel Goodman