Li-Cycle Corp. signed a term sheet to acquire Peridot Acquisition Corp. (NYSE:PDAC) from Peridot Acquisition Sponsor, LLC and others for approximately $980 million in a reverse merger transaction on January 7, 2021. Li-Cycle Corp. entered into a definitive business combination agreement to acquire Peridot Acquisition Corp. from Peridot Acquisition Sponsor, LLC and Others in a reverse merger transaction on February 15, 2021. The business combination includes a pre-money equity valuation for Li-Cycle of $975 million and, when combined with the transaction proceeds, represents a combined company pro forma equity value of $1.67 billion. The transaction will provide $615 million in gross proceeds to the Company, assuming no redemption by Peridot shareholders, including a $315 million fully committed, upsized common stock PIPE at $10 per share from investors that include Neuberger Berman Funds, Franklin Templeton and Mubadala Capital, as well as Peridot sponsor Carnelian Energy Capital, existing Li-Cycle investors including Moore Strategic Ventures, and global marketing and strategic off-take partner Traxys. 100% of Li-Cycle's shareholders will roll their equity holdings into the new public company. Upon closing of the transaction, the combined company will be renamed Li-Cycle Holdings Corp. and the common stock and warrants of combined company will be listed on the New York Stock Exchange under the new ticker symbol “LICY” and “LICY WS”, respectively. Li-Cycle will retain its experienced management team. The combined company will be led by Ajay Kochhar, Co-Founder, President and Chief Executive Officer of Li-Cycle, and Tim Johnston, Co-Founder and Executive Chairman. Upon the Closing, the initial directors of Amalco are expected to be Ajay Kochhar, Tim Johnston, Mark Wellings, Rick Findlay, Anthony Tse, Alan Levande, Bruce MacInnis, Kunal Phalpher, Chris Biederman and Scott Prochazka.

The transaction will require the approval of the shareholders of both Li-Cycle and Peridot, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The obligations of each Party to consummate the transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by such Party of the following conditions: (a) each applicable waiting period or Consent under the HSR Act and under each Foreign Antitrust Law relating to the transactions contemplated by this Agreement or any Ancillary Document, and any agreement with any Governmental Entity not to consummate the transactions contemplated by this Agreement or any Ancillary Document, shall have expired, been terminated or obtained; (b) the Registration Statement / Proxy Statement shall have become effective; (c) after giving effect to the transactions contemplated hereby (including the PIPE Financing), Amalco shall have at least $5,000,001 of net tangible assets; (d) Newco's initial listing application with the NYSE in connection with the transactions contemplated by this Agreement shall have been approved and, immediately following the Closing, Amalco shall satisfy any applicable initial and continuing listing requirements of the NYSE; (e) the Investor and Registration Rights Agreement duly executed by the applicable Company Shareholders and the final order of the Court pursuant to Section 182 of the OBCA having been granted. The Boards of Directors of each of Li-Cycle and Peridot have unanimously approved the transaction. As of April 22, 2021, Li-Cycle shareholders approved the transaction. As of April 16, 2021, Li-Cycle and Peridot has prepared and filed with the SEC a registration statement on Form F-4 that includes both a prospectus of Newco and a proxy statement of Peridot. As of April 16, 2021, TechMet has announced the closing of its second-round equity fundraising at $120 million. On July 15, 2021, U.S. Securities and Exchange Commission has declared effective the Registration Statement on Form F-4. The meeting of the shareholders of Peridot is scheduled on August 4, 2021. The transaction has been approved by the Peridot shareholders on August 5, 2021. The transaction is expected to close in the second quarter of 2021. As of June 8, 2021, the closing of the business combination is expected in the third quarter of 2021. As reported on July 15, 2021, the transaction is expected to close on or about August 10, 2021.

Citi is serving as sole financial advisor to Li-Cycle. Cowen is serving as capital markets advisor to Li-Cycle. UBS and Barclays are also serving as financial and capital markets advisors to Peridot. Jonathan Grant, Kim Brown, Kabir Jamal and Fraser Bourne of McCarthy Tétrault and Paul M. Tiger, Michael Levitt, Andrea Basham, Robert Scarborough, Olivia Radin, Lori Goodman, Mena Kaplan, Peter Jaffe and Elizabeth Bieber of Freshfields Bruckhaus Deringer are serving as legal advisors to Li-Cycle. Debbie Yee, John Pitts, Allan Kirk, David Wheat and Steve Butler; Stephen Jacobson, Stephanie Jeane, Frank Wei, Aaron Lorber and Alex Farmer of Kirkland & Ellis and Warren Katz of Stikeman Elliott are serving as legal advisor to Peridot. INFOR Financial Inc. has provided a fairness opinion to the Board of Directors of Li-Cycle. Morrow Sodali LLC acted as the information agent for Peridot for a fee of $35,000. Mark Zimkind of Continental Stock Transfer & Trust Company is acting as the registrar and transfer agent for the Peridot shares.

Li-Cycle Corp. completed the acquisition of Peridot Acquisition Corp. (NYSE:PDAC) from Peridot Acquisition Sponsor, LLC and others in a reverse merger transaction on August 10, 2021.