# Kensington Capital Acquisition Corp. VI (KCAC-UN) — merger/spac_merger [pending]
Source: SEC API (secapi.ai) · situation sit_752ad1dfc6b6c3321fe4 · retrieved 2026-08-12T21:24:52.135Z

## Overview
Nth Cycle, Inc. is a critical minerals midstream refining company that develops proprietary electroextraction technology and a modular OYSTER system to process rare earths, copper, and battery materials, aiming to onshore the U.S. critical mineral supply chain and reduce dependence on foreign refiners.

Kensington Capital Acquisition Corp. VI and Nth Cycle, Inc. announced on August 7, 2026 the confidential submission of a draft Form S-4 registration statement with the SEC in connection with their previously announced Business Combination Agreement signed on July 21, 2026. The transaction values Nth Cycle at an implied enterprise value of approximately $585 million, assuming no shareholder redemptions and payment of estimated transaction expenses. Transaction proceeds are expected to consist of 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 to date. The combined company will be named Nth Cycle Holdings, Inc. and is expected to trade on the NYSE under the ticker symbol "NTH," subject to SEC review completion and customary closing conditions including Kensington shareholder approval.

## Terms
- Counterparty: Nth Cycle, Inc. · Deal value: $585.0M · Consideration: mixed · Price/share: $10

## Key dates
- Announced 2026-07-22 · Expected close 2026-12-31

## Timeline
- 2026-07-22 · 8-K (0001193125-26-311388): 8-K - Kensington Capital Acquisition Corp. VI — *Nth Cycle, Inc. is a company focused on developing and operating black mass refinery technology for the recycling and recovery of materials from lithium-ion batteries and electronic waste.* On July 21, 2026, Kensington Capital Acquisition Corp. VI (a Cayman Islands exempted company that will domesticate as a Delaware corporation and be renamed Nth Cycle Holdings, Inc.) entered into a Business Combination Agreement with Nth Cycle, Inc., a Delaware corporation. Under the agreement, Merger Sub I will merge with and into Nth Cycle, with Nth Cycle surviving as a wholly owned subsidiary of Kensington, followed immediately by a second merger of Nth Cycle into Merger Sub II, with Merger Sub II surviving as Nth Cycle, LLC. The Business Combination is expected to close in the fourth quarter of 2026, subject to shareholder approvals and customary closing conditions. In connection with the transaction, Kensington is raising $40,000,000 through a PIPE Investment at $10.00 per share, with 4,000,000 shares of New Nth Cycle Common Stock to be purchased by accredited investors at closing. Additionally, Nth Cycle stockholders are entitled to receive up to 20,000,000 earnout shares: 10,000,000 shares if the stock price reaches $15.00 for 20 trading days within any 30-trading day period within seven years, and 10,000,000 shares upon mechanical completion of the first major black mass refinery in the United States with a minimum capacity of 6,000 tpy.
  https://www.sec.gov/Archives/edgar/data/2102713/0001193125-26-311388.txt
- 2026-07-22 · 425 (0001193125-26-311391): 425 - Kensington Capital Acquisition Corp. VI — *Nth Cycle, Inc. is a company focused on battery recycling and black mass refinery operations, with plans to develop its first major black mass refinery in the United States with a minimum capacity of 6,000 tonnes per year.* On July 21, 2026, Kensington Capital Acquisition Corp. VI (a Cayman Islands exempted company) entered into a Business Combination Agreement with Nth Cycle, Inc., a Delaware corporation. Under the agreement, Merger Sub I will merge with and into Nth Cycle, with Nth Cycle surviving as a wholly owned subsidiary of Kensington. Immediately thereafter, Nth Cycle will merge with and into Merger Sub II, with Merger Sub II surviving as a wholly owned subsidiary and changing its name to Nth Cycle, LLC. Upon closing, Kensington will be renamed Nth Cycle Holdings, Inc. and will domesticate as a Delaware corporation. The combined company's common stock is expected to trade on the New York Stock Exchange under the symbol "NTH." The Business Combination is expected to close in the fourth quarter of 2026, subject to shareholder approvals and customary closing conditions.
  https://www.sec.gov/Archives/edgar/data/2102713/0001193125-26-311391.txt
- 2026-08-07 · 425 (0001193125-26-340533): 425 - Kensington Capital Acquisition Corp. VI — *Nth Cycle, Inc. is a critical minerals midstream refining company that develops proprietary electroextraction technology and a modular OYSTER system to process rare earths, copper, and battery materials, aiming to onshore the U.S. critical mineral supply chain and reduce dependence on foreign refiners.* Kensington Capital Acquisition Corp. VI and Nth Cycle, Inc. announced on August 7, 2026 the confidential submission of a draft Form S-4 registration statement with the SEC in connection with their previously announced Business Combination Agreement signed on July 21, 2026. The transaction values Nth Cycle at an implied enterprise value of approximately $585 million, assuming no shareholder redemptions and payment of estimated transaction expenses. Transaction proceeds are expected to consist of 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 to date. The combined company will be named Nth Cycle Holdings, Inc. and is expected to trade on the NYSE under the ticker symbol "NTH," subject to SEC review completion and customary closing conditions including Kensington shareholder approval.
  https://www.sec.gov/Archives/edgar/data/2102713/0001193125-26-340533.txt

## Citations
- 0001193125-26-311388 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526311388
- 0001193125-26-311391 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526311391
- 0001193125-26-340533 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526340533