UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

UNDER

THE SECURITIES ACT OF 1933

CURRENT REPORT

Pursuant to Section 13 or Section 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July 29~~August 5, 2021

PERIDOT ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands	001-39551	85-2505555
(State or other jurisdiction ofincorporation or organization)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdictionof incorporation or organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification Number)

2229 San Felipe Street, Suite 1450

Houston, TX 77019

(Address of principal executive offices, including zip code)

(713) 322-7310

(~~Registrant’s~~Address, including zip code, and telephone number, including area code), of registrant’s principal executive offices)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofto the registrant under any of the following provisions ~~(see General Instruction A.2 below)~~:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	~~Trading Symbol(s)~~TradingSymbols	Name of each ~~exchange~~exchangeon on which registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant	PDAC.U	New York Stock Exchange
Class A ordinary shares included as part of the units	PDAC	New York Stock Exchange
Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	PDAC WS	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ~~(§230.405 of this chapter)~~ or Rule 12b-2 of the Securities Exchange Act of 1934 ~~(§240~~.~~12b-2 of this chapter).~~

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8 5.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

AsOn ~~previously disclosed, on February~~August 155, 2021, Peridot Acquisition Corp., a(the ~~Cayman~~“Company”) ~~Islands~~held ~~exempted~~an ~~company,~~extraordinary general meeting of shareholders (the “~~Peridot~~Meeting”)~~, entered~~ ~~into~~as both a ~~Business~~physical ~~Combination~~and ~~Agreement~~virtual ~~(the~~meeting, ~~“Business~~conducted ~~Combination~~via ~~Agreement”)~~live webcast, in connection with the proposed business combination by and among ~~Peridot~~the Company, Li-Cycle Holdings Corp., an(“Newco”) ~~Ontario~~and ~~corporation~~ Li-Cycle Corp. (“Li-Cycle”), ~~and~~as ~~Li-Cycle~~described ~~Holdings~~in ~~Corp~~the Company’s definitive proxy statement/prospectus filed with the U.,S. anSecurities ~~Ontario~~and ~~Corporation~~Exchange Commission and amailed ~~wholly~~to ~~owned~~shareholders ~~subsidiary~~on ofor ~~Li-Cycle~~ about July 15, 2021 (the “~~Newco~~Proxy Statement”),. ~~pursuant~~Each toproposal ~~which~~(individually a “Proposal” and, ~~subject~~collectively, tothe “Proposals”) voted upon at the ~~terms~~Meeting and ~~conditions~~the offinal ~~the~~voting ~~Business~~results ~~Combination~~are ~~Agreement,~~indicated ~~Peridot~~below. ~~will~~Each ~~consummate~~Proposal ~~its~~voted ~~initial~~on ~~business~~at ~~combination~~the ~~with~~Meeting ~~Li-Cycle~~is (described in detail in the ~~“Business~~ ~~Combination”).~~Proxy Statement.

OnAs ~~March 30,~~of ~~2021,~~the ~~Newco~~close ~~filed~~of abusiness ~~Registration Statement~~ on ~~Form~~May 27, ~~F-4~~2021, ~~(No.~~the ~~333-254843)~~record ~~containing~~date afor ~~prospectus~~the ofMeeting, ~~Newco~~there ~~and~~were ~~proxy~~approximately ~~statement~~30,000,000 shares of ~~Peridot~~Class A ~~relating~~ordinary toshares, ~~the~~par ~~Business~~value ~~Combination~~$0.0001 ~~(such~~per ~~prospectus~~share ~~and proxy statement in definitive form,~~ (the “~~Proxy~~Class A ~~Statement/Prospectus~~ordinary shares”), ~~which~~and ~~was~~7,500,000 ~~declared~~shares ~~effective~~of byClass B ~~the~~ordinary ~~Securities~~shares, ~~and~~par ~~Exchange~~value ~~Commission~~$0.0001 per share (the “~~SEC”)~~Class B onordinary ~~July 15~~shares”, ~~2021.~~and Ontogether ~~April 16,~~with ~~2021,~~the ~~June~~Class 3,A ~~2021,~~ordinary ~~July 10~~shares, ~~2021~~the ~~and July 13,~~“Peridot ~~2021~~Shares”), ~~Peridot~~outstanding. ~~received~~A a total of ~~five~~23,995,222 ~~demand~~shares ~~letters from purported shareholders~~ of Peridot ~~(the~~Shares, ~~“Demand~~representing ~~Letters”),~~approximately ~~one~~63.987% of ~~which (~~the ~~Demand~~outstanding ~~Letter~~shares ~~dated~~of ~~July 13,~~Peridot ~~2021),~~Shares ~~was~~entitled ~~also addressed~~ to ~~Li-Cycle~~vote, ~~alleging~~were ~~that~~present ~~the~~in ~~Proxy~~person ~~Statement/Prospectus contained disclosure deficiencies and/~~or ~~incomplete~~by ~~information~~proxy, ~~regarding~~constituting ~~the~~a ~~Business Combination~~quorum.

~~Peridot~~1. ~~and~~The ~~Li-Cycle~~Business ~~believe~~Combination ~~that~~Proposal - ~~the~~To ~~disclosures~~consider ~~set~~and ~~forth~~vote inupon ~~the~~a ~~Proxy~~proposal ~~Statement/Prospectus~~to ~~comply fully~~approve ~~with applicable law~~ and ~~that~~adopt the ~~allegations~~Business ~~contained~~Combination inAgreement, ~~the~~dated ~~Demand~~as ~~Letters~~of ~~are entirely without merit. However~~February 15, in2021 ~~order to moot~~ (the ~~purported~~“Business ~~Peridot~~Combination ~~shareholders’ unmeritorious disclosure claims~~Agreement”), ~~alleviate~~by ~~the costs, risks~~ and ~~uncertainties~~ ~~inherent~~among inthe ~~litigation and provide additional information to its shareholders~~Company, ~~Peridot~~Newco and Li-Cycle, ~~have~~pursuant ~~determined~~ to ~~voluntarily~~which, ~~supplement~~subject ~~the Proxy Statement/Prospectus with certain supplemental disclosures as described in the following section entitled “Supplemental Disclosures~~ to ~~Proxy Statement Prospectus” in this Current Report on Form 8-K. Nothing in this Current Report on Form 8-K shall be deemed an admission of~~ the ~~legal~~terms ~~necessity~~and orconditions ~~materiality~~therein, ~~under~~Peridot ~~applicable~~will ~~laws~~consummate ofits ~~any~~initial ofbusiness ~~the~~combination ~~disclosures~~with ~~set forth herein. To the contrary, Peridot and~~ Li-Cycle (asthe ~~applicable)~~“Business ~~specifically~~Combination” ~~deny~~and ~~all~~such ~~allegations~~proposal bydescribed ~~the~~in ~~purported~~this ~~Peridot~~paragraph ~~shareholders~~(1), in the ~~Demand~~“Business ~~Letters~~Combination ~~that any additional disclosure was or is required.~~ Proposal”):

The supplemental disclosures contained herein will not affect the timing of Peridot’s extraordinary general meeting of its shareholders, which is scheduled to be held in both physical format and virtually on August 5, 2021 at 10:00 AM Eastern Time. You will be able to virtually attend, vote your shares and submit questions during the extraordinary general meeting via a live audio webcast by pre-registering at https://www.cstproxy.com/peridotspac/sm2021.


Proposal No.	Votes For	Votes Against	Abstentions	Broker Non-Votes
1.	23,268,879	716,471	9,872	0

~~Peridot’s~~The ~~board~~Business ofCombination ~~directors~~Proposal ~~continues~~was toapproved, ~~recommend~~having ~~that~~received ~~Peridot shareholders vote~~ “~~FOR~~for” ~~each~~votes ~~proposal~~from ~~being~~holders ~~submitted~~of toat least a ~~vote~~ majority of the Peridot ~~shareholders~~Shares atrepresented ~~the~~in ~~extraordinary~~person ~~general~~or ~~meeting.~~by proxy and entitled to vote at the Meeting.

~~Supplemental~~2. ~~Disclosures~~The Continuance Proposal - To consider and vote upon a proposal (the “Continuance Proposal”) to approve the continuance of Peridot as a corporation existing under the laws of the Province of Ontario in connection with the Business Combination (the “Continuance” and Peridot as so continued, “Peridot Ontario”), and in connection therewith, the adoption of the articles and bylaws of Peridot Ontario in substantially the form attached to the Proxy Statement~~/Prospectus~~ as Annex D (the “Peridot Ontario Governing Documents”) for purposes of the articles and bylaws of Peridot Ontario following the completion of the Continuance:

The following information should be read in conjunction with the Proxy Statement/Prospectus. All page references in the information below are to pages in the Proxy Statement/Prospectus, and capitalized terms used in this Current Report on Form 8-K shall have the meanings set forth in the Proxy Statement/Prospectus, unless otherwise defined herein.


Proposal No.	Votes For	Votes Against	Abstentions	Broker Non-Votes
2.	23,254,248	728,570	12,404	0

The ~~Proxy~~Continuance ~~Statement/Prospectus~~Proposal iswas ~~hereby~~approved, ~~amended~~having asreceived ~~follows:~~“for” votes from holders of at least two-thirds of the Peridot Shares represented in person or by proxy and entitled to vote at the Meeting.

3. The ~~disclosure~~Amalgamation inProposal ~~the section entitled “Risk Factors – Li~~-~~Cycle’s~~ ~~operating~~To consider and ~~financial~~vote ~~results forecast~~upon ~~relies~~a inproposal ~~large~~(the ~~part~~“Amalgamation ~~upon~~Proposal”) ~~assumptions~~to ~~and~~approve ~~analyses~~the ~~developed~~amalgamation by(the it“Amalgamation”) ~~and~~of Peridot. IfOntario ~~these~~and ~~assumptions~~NewCo or(as ~~analyses~~so ~~prove to be incorrect~~amalgamated, ~~Li-Cycle’s actual operating and financial results may be materially different from its forecasted results~~“Amalco”), onas ~~page~~part 43 of the ~~Proxy~~plan ~~Statement/Prospectus~~of isarrangement ~~hereby~~attached ~~amended~~ to ~~replace~~ the ~~first~~Proxy ~~full~~Statement ~~sentence~~as inAnnex ~~such~~C, ~~risk~~in ~~factor~~connection ~~header~~ with the ~~following:~~Business Combination:

Li-Cycle’s operating and financial results forecast relies in large part upon assumptions and analyses developed by Li-Cycle.


Proposal No.	Votes For	Votes Against	Abstentions	Broker Non-Votes
3.	23,252,969	721,858	20,395	0

1The Amalgamation Proposal was approved, having received “for” votes from holders of at least two-thirds of the Peridot Shares represented in person or by proxy and entitled to vote at the Meeting.

4. The ~~disclosure~~Governing inDocuments ~~the~~Proposals ~~section entitled “Risk Factors – Li~~-~~Cycle’s~~ ~~operating~~To consider and ~~financial results~~vote ~~forecast~~upon ~~relies~~a inproposal ~~large~~to ~~part~~approve ~~upon assumptions~~ and ~~analyses~~adopt ~~developed~~the byarticles it and by-laws of ~~Peridot.~~Amalco Ifin ~~these~~substantially ~~assumptions~~the orform ~~analyses~~attached ~~prove~~ to bethe ~~incorrect,~~Proxy ~~Li-Cycle’s~~Statement ~~actual~~as ~~operating~~Annex ~~and~~E ~~financial~~(the ~~results may~~“Amalco beGoverning ~~materially different from its forecasted results~~Documents”) onfor ~~page~~purposes 43 of the ~~Proxy~~articles ~~Statement/Prospectus~~and by-laws of isAmalco ~~hereby~~following ~~amended~~the tocompletion ~~replace~~of the ~~first~~Amalgamation ~~full~~(the ~~sentence~~“Governing ~~after~~Documents ~~such risk factor header with the following~~Proposals”):

The projected financial and operating information of Li-Cycle appearing elsewhere in this proxy statement/prospectus reflects current estimates of future performance made by Li-Cycle.


Proposal No.	Votes For	Votes Against	Abstentions	Broker Non-Votes
4.	23,247,845	726,634	20,753	0

~~The~~In ~~disclosure~~addition into voting on the ~~section~~ ~~entitled~~adoption ~~“The~~of ~~Business~~the ~~Combination~~Amalco –Governing ~~Background~~Documents ofin ~~the~~their ~~Business~~entirety, ~~Combination”~~this onproposal ~~page~~included sub-proposals 92that ofwere ~~the~~submitted ~~Proxy~~to ~~Statement/Prospectus~~Peridot’s isshareholders ~~hereby~~to ~~supplemented~~vote byupon ~~adding~~those ~~the~~material ~~following~~aspects ~~after~~of the ~~first~~Amalco ~~sentence~~Governing Documents that do not appear in, ~~the~~or ~~first~~are ~~full~~different ~~paragraph~~from ~~on such~~Peridot’s ~~page:~~amended and restated memorandum and articles of association, as described in the following paragraphs (a) through (f).

In(a) The ~~connection~~proposed ~~with~~Amalco ~~Peridot’s~~Governing ~~search,~~Documents ~~UBS,~~would ~~Barclays~~establish ~~and~~the ~~Citi~~authorized ~~provided~~capital ~~Peridot~~of ~~with~~Amalco ato ~~combination~~consist of ~~deal~~an ~~sourcing assistance,~~unlimited ~~industry~~number ~~guidance,~~of ~~limited~~common ~~valuation~~shares ~~assistance,~~ and ~~process~~an ~~and~~unlimited ~~transaction~~number ~~execution~~of ~~assistance~~preferred shares, ~~but~~issuable ~~did not materially assist or advise~~ in ~~connection with Peridot’s evaluation of such opportunities~~series.

(b) The ~~disclosure~~proposed inAmalco ~~the~~Governing ~~section~~Documents ~~entitled~~would ~~“The~~declassify ~~Business Combination – Background of~~ the ~~Business~~board ~~Combination” on page 92~~ of ~~the~~directors ~~Proxy~~with ~~Statement/Prospectus is hereby supplemented by adding~~ the ~~following~~result ~~after~~being ~~the~~that ~~second~~each ~~sentence~~director inwill ~~the~~be ~~first~~elected ~~full~~annually ~~paragraph~~for ona ~~such~~term ~~page:~~of one year.

In(c) The ~~connection~~proposed ~~with~~Amalco ~~the~~Governing ~~evaluation~~Documents ofwould ~~these~~reduce ~~potential~~the ~~targets,~~requisite ~~Peridot~~quorum ~~entered~~for ~~into~~a ~~non-disclosure agreements~~meeting ~~with approximately 35~~ of ~~such~~shareholders ~~potential~~from ~~targets,~~a ~~each~~majority of ~~which~~votes ~~Peridot~~to ~~believes~~33 ~~contained~~1/3% ~~customary confidentiality terms (and none~~ of ~~which~~the ~~contained~~shares ~~standstill~~entitled orto ~~“don’t~~vote ~~ask,~~at ~~don’t~~such ~~waive” provisions)~~meeting.

(d) The ~~disclosure~~proposed inAmalco ~~the~~Governing ~~section~~Documents ~~entitled~~would ~~“The~~include ~~Business~~an ~~Combination~~advance –notice ~~Background~~provision ofthat ~~the~~requires ~~Business~~a ~~Combination~~nominating –shareholder ~~Negotiations~~to ~~with~~provide ~~Li-Cycle”~~notice onto ~~page~~Amalco 93in advance of ~~the~~a ~~Proxy~~meeting ~~Statement/Prospectus~~of isshareholders ~~hereby~~should ~~supplemented~~such bynominating ~~adding~~shareholder ~~the~~wish ~~following~~to ~~after~~nominate ~~the~~a ~~last~~person ~~sentence~~for inelection to the ~~third~~board ~~full~~of ~~paragraph on such page:~~ directors.

~~Based~~(e) The onproposed ~~the~~Amalco ~~discussions~~Governing inDocuments ~~connection~~would ~~with~~include ~~the~~a ~~terms~~forum ofselection ~~the~~provision ~~initial~~whereby, ~~draft~~subject ofto ~~the~~limited ~~Term Sheet~~exceptions, ~~including~~ the ~~expected~~Court ~~rollover of Li-Cycle equity~~ and ~~resulting majority ownership of Li-Cycle shareholders in~~ the ~~pro~~appellate ~~forma~~courts ~~company,~~therefrom ~~the~~will ~~parties~~be ~~understood that Li-Cycle’s management team would continue as~~ the ~~management~~sole ~~team~~and ofexclusive ~~the~~forum ~~pro~~for ~~forma~~certain ~~company~~shareholder ~~following~~litigation ~~the Business Combination~~matters.

~~Additional~~(f) The ~~Supplemental~~proposed ~~Disclosures~~Amalco Governing Documents would not include provisions relating to ~~Proxy~~the ~~Statement/Prospectus~~Class B ordinary shares, Peridot’s initial public offering, the Sponsors, the Business Combination and other related matters:

The following updates to the Proxy Statement/Prospectus are being made by Peridot and Li-Cycle voluntarily, and for the avoidance of doubt, such updates are not in response to the Demand Letters.


Proposal No.	Votes For	Votes Against	Abstentions	Broker Non-Votes
4A.	19,239,174	1,464,540	3,291,508	0
4B.	23,972,775	11,048	11,399	0
4C.	19,861,243	847,288	3,286,691	0
4D.	23,228,594	746,862	19,766	0
4E.	23,008,459	962,169	24,594	0
4F.	23,180,970	780,844	33,408	0

The ~~Proxy~~Governing ~~Statement/Prospectus~~Documents isProposals ~~hereby~~were ~~further amended~~approved, asincluding ~~follows:~~each sub-proposal, having received “for” votes from holders of at least two-thirds of the Peridot Shares represented in person or by proxy and entitled to vote at the Meeting.

5. The ~~table~~Share inIssuance ~~the~~Proposal ~~section~~- ~~entitled~~To ~~“The~~consider ~~Business~~and ~~Combination~~vote –upon ~~Certain~~a ~~Projected~~proposal ~~Financial~~to ~~Information~~approve, ~~– Financial~~for ~~Projections”~~purposes onof ~~page~~complying ~~107~~with of the ~~Proxy~~listing ~~Statement/Prospectus~~rules isof ~~hereby~~the ~~supplemented~~New byYork ~~adding~~Stock aExchange ~~new footnote~~ (~~1) after~~ the ~~word~~ “~~Revenue~~NYSE”), in the ~~first~~issuance ~~line~~ of ~~such~~more ~~table~~than ~~and~~20% ~~replacing~~of ~~existing~~the ~~footnotes (1) and~~current ~~(2)~~total inissued ~~such~~and ~~table~~outstanding ~~after~~Amalco ~~the~~Shares ~~words~~in ~~“EBITDA”~~connection ~~and~~with ~~“Cash~~the ~~Flow”~~transactions ~~with~~contemplated ~~footnotes~~by ~~(2) and~~the ~~(3),~~Business ~~respectively.~~Combination ~~The~~Agreement ~~disclosure~~and ~~corresponding~~the toPIPE ~~such~~Financing ~~footnotes~~(as described in ~~such~~the ~~table~~Proxy ~~shall~~Statement) be(the ~~replaced with~~“Share ~~the~~Issuance ~~following~~Proposal”):

(1) Revenue calculated on a gross basis (before treatment and refining charges incurred in connection with the sale of black mass). Battery supply at Li-Cycle’s Kingston Spoke have been negatively impacted in the second fiscal quarter of fiscal 2021 by COVID-19 related shutdowns in Ontario and Li-Cycle has revised its revenue projection for 2021E accordingly from $11.5 million to between $10.0 million and $11.5 million.


Proposal No.	Votes For	Votes Against	Abstentions	Broker Non-Votes
5.	23,234,417	740,438	20,367	0

2The Share Issuance Proposal was approved, having received “for” votes from holders of at least a majority of the Peridot Shares represented in person or by proxy and entitled to vote at the Meeting.

~~(2)~~6. ~~EBITDA~~The ~~calculated~~Incentive asPlan ~~net~~Proposal ~~income (loss) before interest, taxes, depreciation and amortization. Li~~-~~Cycle~~ ~~has~~To ~~incurred~~consider ~~certain expenses in calendar year 2021 that, in the aggregate, are likely to increase the projected EBITDA loss for calendar 2021~~ and ~~Li-Cycle~~vote ~~has~~upon ~~accordingly~~a ~~revised~~proposal ~~its EBIDA projection for 2021E from $(6.2) million~~ to ~~between~~approve ~~$(19.2) million~~ and ~~$(22.0)~~adopt ~~million.~~an ~~These~~equity ~~expenses~~incentive ~~include~~plan ~~(i) a professional fees charge~~ of ~~$2.0~~Amalco ~~million~~ in ~~the~~substantially ~~first quarter of 2021, (ii) a fair value loss of approximately $1.9 million in~~ the ~~second~~form ~~quarter~~attached ~~of 2021 with respect~~ to ~~its~~the ~~outstanding~~Proxy ~~restricted~~Statement ~~share units, (iii) certain expenses that it had anticipated would be incurred in 2022 but were incurred in calendar 2021 so~~ as toAnnex ~~continue~~F ~~to advance~~ (the ~~development~~“Incentive ~~of the Rochester Hub~~Plan,” and ~~(iv)~~such ~~higher~~proposal, ~~than~~the ~~expected~~“Incentive ~~expenses~~Plan ~~associated with an increase in headcount to execute on Li-Cycle’s global growth plans.~~Proposal”):

(3) Cash Flow calculated as EBITDA less Capital Expenditures.


Proposal No.	Votes For	Votes Against	Abstentions	Broker Non-Votes
6.	19,074,026	1,630,999	3,290,197	0

The ~~table~~Incentive inPlan ~~the~~Proposal ~~section~~was ~~entitled~~approved, ~~“The~~having ~~Business~~received ~~Combination~~“for” –votes ~~Certain~~from ~~Projected~~holders ~~Financial~~of ~~Information~~at –least ~~Financial~~a ~~Projections”~~majority ~~on page 107~~ of the ~~Proxy~~Peridot ~~Statement/Prospectus~~Shares isrepresented ~~hereby~~in ~~supplemented~~person or by ~~replacing~~proxy ~~the~~and ~~amount~~entitled ~~corresponding~~ to ~~Revenue~~vote ~~for~~at ~~2021E with $10.0 - $11.5,~~ the ~~amount corresponding to 2021E EBITDA with $(19~~Meeting.~~2) - $(22.0) and the amount corresponding to 2021E Cash Flow with $(156.5) - $(159.3).~~

~~ADDITIONAL~~7. ~~INFORMATION~~The ~~AND~~ESPP ~~WHERE~~Proposal TO- ~~FIND~~To ITconsider and vote upon a proposal to approve and adopt an employee share purchase plan in substantially the form attached to the Proxy Statement as Annex G (the “ESPP,” and such proposal, the “ESPP Proposal”):

In connection with the proposed transaction involving Li-Cycle and Peridot (the “Proposed Transaction”), Newco has prepared and filed with the SEC a registration statement on Form F-4 that includes both a definitive prospectus of Newco and a definitive proxy statement of Peridot. Peridot has mailed the Proxy Statement/Prospectus to its shareholders on or about July 15, 2021. This communication is not a substitute for any proxy statement, registration statement, proxy statement/prospectus or other documents Peridot or Newco has filed or may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE, ANY AMENDMENTS OR SUPPLEMENTS TO THE PROXY STATEMENT/PROSPECTUS, AND OTHER DOCUMENTS FILED BY PERIDOT OR NEWCO WITH THE SEC IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the Proxy Statement/Prospectus and other documents filed with the SEC by Peridot or Newco through the website maintained by the SEC at www.sec.gov.


Proposal No.	Votes For	Votes Against	Abstentions	Broker Non-Votes
7.	22,743,925	1,220,707	30,590	0

~~Investors~~The ~~and~~ESPP ~~securityholders~~Proposal ~~will~~was ~~also~~approved, behaving ~~able~~received to“for” ~~obtain~~votes ~~free~~from ~~copies~~holders of ~~the~~at ~~documents~~least ~~filed~~a bymajority of the Peridot ~~and/or~~Shares ~~Newco~~represented ~~with~~in ~~the~~person ~~SEC~~or ~~on Peridot’s~~by ~~website~~proxy atand ~~www.peridotspac.com~~entitled orto byvote ~~emailing~~at ~~investors@li-cycle.com.~~the Meeting.

~~PARTICIPANTS~~Item 8.01 INOther ~~THE SOLICITATION~~ Events.

~~Li-Cycle,~~In ~~Peridot, Newco, and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in~~ connection with the ~~proposed~~Business ~~transaction. Information regarding the persons who may~~Combination, ~~under~~holders ~~the rules~~ of ~~the SEC~~3,448,480 beClass ~~deemed~~A ~~participants~~ordinary inshares ~~the~~exercised ~~solicitation~~their ~~of proxies~~right into ~~connection~~redeem ~~with~~their ~~the~~shares ~~proposed~~for ~~transaction,~~cash ~~including~~at a ~~description~~redemption ofprice ~~their direct or indirect interests, by security holdings or otherwise, are set forth in the Proxy Statement/Prospectus. Information regarding the directors and executive officers~~ of ~~Peridot~~approximately ~~is contained in Peridot’s Annual Report on Form~~ $10~~-K for the year ended December~~.01 ~~31,~~per ~~2020~~share, ~~filed~~for ~~with~~an ~~the~~aggregate ~~SEC~~redemption onamount ~~March 26, 2021 and certain~~ of ~~its Current Reports filed on Form 8-K~~$34,502,909. ~~These documents can be obtained free of charge from the sources indicated above~~80.

3Item 9.01 Financial Statements and Exhibits.

NO(d) ~~OFFER~~Exhibits. ~~OR SOLICITATION~~

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities of Peridot or Newco or a solicitation of any vote or approval. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.


Exhibit Number		Description

99.1		Press Release dated August 5, 2021

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~CAUTION CONCERNING FORWARD-LOOKING STATEMENTS~~ SIGNATURES

~~Certain~~Pursuant ~~statements~~to ~~contained in this communication may be considered forward-looking statements within~~ the ~~meaning~~requirements of the ~~U.S. Private~~ Securities ~~Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21 of the Securities~~ Exchange Act of 1934, ~~as amended, including statements regarding~~ the ~~proposed~~registrant ~~transaction~~has ~~involving~~duly ~~Li-Cycle~~caused ~~and~~this ~~Peridot~~report ~~and the ability~~ to consummate the proposed transaction. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely”, “believe,” “estimate,” “project,” “intend,” and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (i) the risk that the conditions to the closing of the proposed transaction are not satisfied, including the failure to timely or at all obtain shareholder approval for the proposed transaction or the failure to timely or at all obtain any required regulatory clearances, including under the Hart-Scott Rodino Antitrust Improvements Act; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the ability of each of Li-Cycle and Peridot to consummate the proposed transaction; (iii) the possibility that other anticipated benefits of the proposed transaction will not be ~~realized,~~signed and the anticipated tax treatment of the combination; (iv) the occurrence of any event that could give rise to termination of the proposed transaction; (v) the risk that stockholder litigation in connection with the proposed transaction or other settlements or investigations may affect the timing or occurrence of the proposed transaction or result in significant costs of defense, indemnification and liability; (vi) changes in general economic and/or industry specific conditions; (vii) possible disruptions from the proposed transaction that could harm Li-Cycle’s business; (viii) the ability of Li-Cycle to retain, attract and hire key personnel; (ix) potential adverse reactions or changes to relationships with customers, employees, suppliers or other parties resulting from the announcement or completion of the proposed transaction; (x) potential business uncertainty, including changes to existing business relationships, during the pendency of the proposed transaction that could affect Li-Cycle’s financial performance; (xi) legislative, regulatory and economic developments; (xii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism, outbreak of war or hostilities and any epidemic, pandemic or disease outbreak (including COVID-19), as well as management’s response to any of the aforementioned factors; and (xiii) other risk factors as detailed from time to time in Peridot’s reports filed with the SEC, including Peridot’s annual report on ~~Form~~its ~~10-K,~~behalf ~~periodic~~by ~~quarterly reports on Form 10-Q, periodic current reports on Form 8-K and other documents filed with~~ the ~~SEC.~~undersigned ~~The~~hereunto ~~foregoing~~duly ~~list of important factors is not exclusive~~authorized. Neither Li-Cycle nor Peridot can give any assurance that the conditions to the proposed transaction will be satisfied. Except as required by applicable law, neither Li-Cycle nor Peridot undertakes any obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

4Peridot Acquisition Corp. By: /s/ Alan Levande Name: Alan LevandeTitle: Chief Executive Officer

~~SIGNATURES~~Dated: August 5, 2021

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

PERIDOT ACQUISITION CORP. By: /s/ Markus Specks Name: Markus Specks Title: Chief Financial Officer

Dated: July 29, 2021

Filing Compare · PERIDOT ACQUISITION CORP.