United States securities and exchange commission logo





                             September 16, 2021

       Ajay Kochhar
       Co-Founder, President & CEO and Executive Director
       Li-Cycle Holdings Corp.
       2351 Royal Windsor Dr. Unit 10
       Mississauga, ON L5J 4S7
       Canada

                                                        Re: Li-Cycle Holdings
Corp.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted September
8, 2021
                                                            CIK No. 0001828811

       Dear Mr. Kochhar:

                                                        This is to advise you
that we do not intend to review your registration statement.

               We request that you publicly file your registration statement no
later than 48 hours prior
       to the requested effective date and time. Please refer to Rules 460 and
461 regarding requests for
       acceleration. We remind you that the company and its management are
responsible for the
       accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
       absence of action by the staff.

              Please contact Anuja A. Majmudar, Attorney-Advisor, at
202-551-3844 with any
       questions.




                             Sincerely,


                             Division of Corporation Finance

                             Office of Energy & Transportation
       cc:                                              Andrea Merediz Basham