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Kensington Capital Acquisition Corp. VI and Nth Cycle, Inc. have confidentially submitted a draft Form S-4 registration statement to the SEC for their previously announced business combination. The proposed transaction implies a pro forma enterprise value of approximately $585 million for Nth Cycle, assuming no shareholder redemptions and estimated transaction expenses.
Transaction proceeds to the combined company are expected to include up to $230 million from Kensington’s trust, subject to redemptions, and a common stock PIPE of up to $100 million, of which $40 million has been committed. Post-closing, the combined company is expected to be named Nth Cycle Holdings, Inc., with common stock listed on the NYSE under the ticker “NTH.” Nth Cycle operates a modular OYSTER electroextraction platform focused on refining critical minerals such as nickel, cobalt, copper and rare earths for Western supply chains.
Kensington Capital Acquisition Corp. VI agreed to merge with Nth Cycle, Inc. through a two-step merger following Kensington’s domestication from Cayman to Delaware, after which the combined company will be named Nth Cycle Holdings, Inc. and its common stock is expected to trade on NYSE under “NTH.”
Each Nth Cycle common share will convert into Kensington common stock based on an Exchange Ratio equal to 50,700,200 divided by Nth Cycle’s fully diluted share count at closing, plus contingent rights to up to 20,000,000 earnout shares. Earnouts are split between a stock-price trigger of $15.00 and completion of a U.S. black mass refinery with at least 6,000 tons per year capacity, each within seven years.
The deal is backed by a PIPE, where investors agreed to buy 4,000,000 shares at $10.00 for $40,000,000, as part of a targeted $100,000,000 raise. Closing, targeted for Q4 2026, requires shareholder approvals, SEC effectiveness, NYSE listing and at least $75 million of cash from the trust and PIPE combined. Sponsor and Nth Cycle holders enter lock-ups and the sponsor may forfeit up to 7,392,856 shares based on redemptions and future share-price performance.