Sec Form 4 Filing - PERIDOT ACQUISITION SPONSOR, LLC @ PERIDOT ACQUISITION CORP. - 2021-08-10

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
PERIDOT ACQUISITION SPONSOR, LLC
2. Issuer Name and Ticker or Trading Symbol
PERIDOT ACQUISITION CORP. [ PDAC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O PERIDOT ACQUISITION CORP., 2229 SAN FELIPE STREET, SUITE 1450
3. Date of Earliest Transaction (MM/DD/YY)
08/10/2021
(Street)
HOUSTON, TX77019
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Ordinary Shares ( 1 ) ( 2 ) 08/10/2021 C 7,410,000 ( 1 )( 2 ) ( 1 )( 2 ) Class A Ordinary Shares 7,410,000 ( 1 ) ( 2 ) 0 ( 5 ) D ( 3 ) ( 4 )
Warrant ( 6 ) 08/10/2021 J 8,000,000 ( 7 ) ( 7 ) Class A Ordinary Shares 8,000,000 ( 6 ) 0 D ( 3 ) ( 4 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
PERIDOT ACQUISITION SPONSOR, LLC
C/O PERIDOT ACQUISITION CORP.
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
CEC AVENTURINE HOLDINGS, LLC
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
CARNELIAN ENERGY CAPITAL III, L.P.
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
CARNELIAN ENERGY CAPITAL GP III, L.P.
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
CARNELIAN ENERGY CAPITAL HOLDINGS, LLC
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
Ackerman Tomas
C/O PERIDOT ACQUISITION CORP.
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
Goodman Daniel
2229 SAN FELIPE STREET, SUITE 1450
HOUSTON, TX77019
X
Signatures
/s/ See signatures included in Exhibit 99.1 08/12/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )As described in the issuer's registration statement on Form S-1 (File No. 333-248608) under the heading "Description of Securities-Founder Shares", the Class B ordinary shares, par value $0.0001 per share ("Class B ordinary shares"), automatically convert into Class A ordinary shares, par value $0.0001 per share, of the issuer at the time of the issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and certain anti-dilution rights and have no expiration date.
( 2 )(Continued from Footnote 1) On August 10, 2021, the issuer consummated its initial business combination (the "Business Combination") with Li-Cycle Holdings Corp., an Ontario corporation. In connection with the Business Combination, each share of Class B ordinary shares was exchanged on a one-for-one basis for Amalco Shares (as defined below).
( 3 )These securities were held by Peridot Acquisition Sponsor, LLC (the "Sponsor"). CEC Aventurine Holdings, LLC ("Peridot Holdings") shares voting and/or dispositive control over the securities held by the Sponsor. Peridot 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 our sponsor may be deemed to be beneficially held by Peridot Holdings, Carnelian Fund III, Carnelian L.P., Carnelian Holdings and Messrs. Ackerman and Goodman.
( 4 )(Continued from Footnote 3) Each such reporting person under this Form 4 disclaims beneficial ownership of the Class B ordinary shares reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such reporting person is the beneficial owner of any Class B ordinary share covered by this Form 4.
( 5 )In connection with the Business Combination, the Sponsor, through a series of transactions consummated pursuant to the Business Combination, converted all of its Class B ordinary shares for 7,410,000 fully paid and non-assessable common shares of Li-Cycle Holdings Corp. ("Amalco Shares").
( 6 )In connection with the Business Combination, the Sponsor, through a series of transactions consummated pursuant to the Business Combination, converted all of its warrants to purchase Peridot Class A ordinary shares on a one-for-one basis for 8,000,000 warrants to purchase Amalco Shares at a price of $11.50 per share.
( 7 )The warrants were not exercisable until 30 days after the issuer's initial business combination and would have expired five years from the consummation of the issuer's initial business combination.

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