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Province of
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(State or other jurisdiction of incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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| • |
KPMG’s report on the consolidated financial statements of the Company and subsidiaries as of and for the year ended December 31, 2023, the two-month period ended
December 31, 2022 and the year ended October 31, 2022 contained a separate paragraph stating that: “The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in Note 1(iii) to the consolidated financial statements, the Company has suffered recurring losses from operations since inception, continued cash outflows from operating activities and paused its construction of the Rochester Hub project,
that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1(iii). The consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.”
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| • |
During the year ended December 31, 2023, the two-month period ended December 31, 2022, the year ended October 31, 2022 and the subsequent interim period through the
date hereof, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure,
or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused KPMG to make reference thereto in their reports.
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| • |
KPMG’s report on the effectiveness of the Company’s internal control over financial
reporting (“ICFR”) as of December 31, 2023, advised
the Company of, and the Company also disclosed in Part II, Item 9A of the Company’s Form 10-K for the year ended December 31, 2023 (filed March 15, 2024) certain material weaknesses in the Company’s ICFR related to (a) an ineffective
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, (b) an ineffective 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, (c) an ineffective information
and communication processes, related to insufficient communication of internal control information and the operating ineffectiveness of its general IT controls to ensure the quality and timeliness of information used in control activities,
including related to service organizations and (d) ineffective process-level and financial statement close control activities primarily due to a lack of sufficient documentation to provide evidence of operating effectiveness of controls;
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| • |
KPMG’s report on the effectiveness of the Company’s ICFR as of October 31, 2022, advised the Company of, and the Company also disclosed in Item 15 of the Company’s Form
20-F for the year ended October 31, 2022 (filed February 6, 2023) certain material weaknesses in the Company’s ICFR related to (a) an ineffective control environment, resulting from an 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; (b) an ineffective risk assessment process to identify all relevant risks of material misstatement and to evaluate
the implications of relevant risks on its internal control over financial reporting, resulting from the insufficient number of experienced personnel described above; (c) an ineffective information and communication process to ensure the
relevance, timeliness and quality of information used in control activities, resulting from: (i) insufficient communication of internal control information, including objectives and responsibilities; and (ii) ineffective general IT controls
and controls over information from a service organization; (d) an ineffective monitoring process, resulting from the evaluation and communication of internal control deficiencies not being performed in a timely manner; and (e) ineffective
control activities related to the design, implementation and operation of process level controls and financial statement close controls, as a consequence of the above, which had a pervasive impact on the Company's internal control over
financial reporting.
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Exhibit
Number
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Description
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Letter from KPMG LLP to the Securities and Exchange Commission, dated April 2, 2024.
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104
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Cover Page Interactive Data File (formatted as inline XBRL).
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LI-CYCLE HOLDINGS CORP.
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By:
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/s/ Ajay Kochhar
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Name: Ajay Kochhar
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Title: Co-Founder, President & CEO and Director
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Date:
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April 2, 2024
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