Kensington Capital Acquisition Corp. VI proposes to register up to 141,557,342 shares of New Nth Cycle common stock and up to 38,000,000 warrants to purchase shares. The proposed transaction would domesticate Kensington as a Delaware corporation renamed Nth Cycle Holdings, Inc., then combine it with Nth Cycle through two mergers, leaving Nth Cycle as a wholly owned subsidiary. At closing, PIPE investors have agreed to buy 4,000,000 shares for $40,000,000, or $10.00 per share.
Nth Cycle holders and certain award holders may receive up to 20,000,000 additional shares in two contingent earnout tranches of 10,000,000 shares each: one if the last reported sale price equals or exceeds $15.00 per share for 20 trading days within a 30-trading-day period, and one upon mechanical completion of a first major U.S. black mass refinery with minimum capacity of 6,000 tonnes per year. Each target may be met within seven years after closing. Completion is subject to shareholder approval and other conditions, including at least $75 million combining available Trust Account cash after redemptions and PIPE proceeds; Nth Cycle may waive that condition. The parties may waive the NYSE listing condition.
Kensington Capital Acquisition Corp. VI (KCA-UN) described its proposed business combination with Nth Cycle as having an implied enterprise value of about $585 million, assuming no redemptions, according to Kensington CEO Justin Mirro.
Nth Cycle CEO Megan O’Connor said the company is entering award negotiations for up to $100 million in Department of Energy funding for a black-mass refining facility in the southeastern United States. She said Nth Cycle’s modular OYSTER system can reduce capital intensity and waste by up to 75% each.
Kensington Capital Acquisition Corp. VI (KCA-UN), which plans to merge with Nth Cycle, highlights that Nth Cycle has signed a binding term sheet with Glencore Ltd. for a strategic critical-minerals partnership. The arrangement has an estimated 10-year off-take value of over $1 billion, based on forecasted pricing as of the second quarter of 2026.
The partnership focuses on supplying black mass to Nth Cycle’s planned Project SHIELD battery materials refining facility and taking refined products such as MHP and battery-grade lithium carbonate to market, while exploring deployment of Nth Cycle’s OYSTER refining system in Europe and for rare earth and copper recovery globally. Nth Cycle states it now has binding term sheets covering 100% of projected feedstock and offtake needs for Project SHIELD and notes it was selected for a $100 million Department of Energy grant. The Business Combination with Kensington will be voted on by shareholders after the Form S-4 registration statement is declared effective and definitive proxy materials are mailed.
Kensington Capital Acquisition Corp. VI (KCA-UN), whose proposed business combination partner is Nth Cycle, Inc., reports that Nth Cycle has been selected by the U.S. Department of Energy to enter award negotiations for up to $100 million to develop and construct Project SHIELD, a commercial-scale black mass refining facility in the Southeast U.S. The facility is designed to refine up to 24,000 metric tons of domestic black mass per year into high-purity nickel mixed hydroxide precipitate and battery-grade lithium carbonate. Nth Cycle highlights a binding 10-year offtake term sheet valued at approximately $1.1 billion with Trafigura and notes its existing Fairfield, Ohio facility, which has completed 3,400 production hours with 99% recovery and 98% MHP purity. Project SHIELD is expected to become operational as early as 2029 and is expected to create 800–1,000 construction jobs and 54 permanent jobs, with DOE funding still subject to award negotiations and final approval. The communication also describes the planned registration statement and proxy process for the Kensington–Nth Cycle business combination and includes extensive forward‑looking statement and no‑offer disclaimers.
Kensington Capital Acquisition Corp. VI (KCA-UN) released a communication highlighting its proposed business combination with Nth Cycle, Inc., a domestic critical-minerals refining technology company. Nth Cycle’s CEO described plans to go public via this SPAC merger to raise capital to deploy U.S. refining capacity for materials like cobalt, nickel, lithium, rare earths and copper.
The discussion emphasized U.S. policy support, including keeping black mass (shredded lithium-ion batteries) in the country and substantial federal grants and loan programs, and outlined Nth Cycle’s modular Oyster refining system, which aims to reduce capital intensity and permitting hurdles. Kensington also detailed that a Registration Statement with proxy statement/prospectus will be filed for Kensington shareholders to vote on the business combination and included extensive forward-looking statement and risk disclosures.
Kensington Capital Acquisition Corp. describes a proposed business combination with Nth Cycle, Inc., a company developing modular refining technology for critical minerals. A slide presentation highlights Nth Cycle’s electroextraction "OYSTER" platform, commercial demonstration facility, multiple business models, and potential access to >$500 million in U.S. government grant, equity, and loan funding.
The combination will be submitted to Kensington shareholders for approval. Kensington plans to file a Registration Statement including a proxy statement/prospectus for the shareholder vote and related securities issuance. Extensive forward-looking statement and risk disclosures emphasize uncertainties around completing the transaction, redemption levels, regulatory and shareholder approvals, capital needs, competition, and execution of Nth Cycle’s growth strategy.
Kensington Capital Acquisition Corp. VI is a blank check company formed to complete a Business Combination. It completed its IPO on March 5, 2026, selling 23,000,000 units and placing $230,000,000 in a Trust Account, which totaled $232,582,684 including interest as of June 30, 2026.
For the six months ended June 30, 2026, the company reported a net loss of $8,381,997, driven mainly by non-cash losses from the change in fair value of Private Placement Warrant liabilities, partially offset by interest income on the Trust Account. It held $1,855,444 of cash outside the Trust Account and had working capital of $1,803,151 to fund operating and deal-search activities.
Subsequent to quarter end, Kensington entered into a Business Combination Agreement with Nth Cycle, Inc., involving a two-step merger structure and a planned domestication to Delaware, after which the combined company is expected to be named Nth Cycle Holdings, Inc. with common stock anticipated to trade under the symbol “NTH.”
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.