Kensington Capital Acquisition Corp. VI

Where it stands

Deal announced · next: the shareholder vote, awaiting filing

A deal has been announced. Before anyone can redeem, a merger proxy has to be filed — an S-4 or F-4 registration statement, or a preliminary proxy — the SEC has to clear it, and a meeting date has to be set. That meeting is where you redeem. No such date is on file with us, so there is none to show.

Merging with

Nth Cycle, Inc.

Industry

Industrials — critical minerals refining and battery materials processing

Deal value

$507M

announced 21 July 2026

Price vs cash floor

no live price on file

Cash left in trust

$232.6M

IPO

5 March 2026

$230M raised · 100.0% of each $10 unit into trust

Headquarters

1400 OLD COUNTRY ROAD, WESTBURY, NY, 11590

registered in the Cayman Islands

Lead underwriter

Cohen & Company Capital Markets

Key officers

KASSLING WILLIAM E (Director) · Zetsche Dieter (Director) · QUAIN MITCHELL I (Director)

Listed securities

KCAC common · KCAC-WT warrant $1.14 · KCAC-UN unit $10.35

1. No dated redemption election is on file for this name. That is an absence in the record, not proof that the right has gone — but it does mean this page cannot tell you a day to act by.
2. Cash held in trust is $10.11 per share as last filed. That is the figure a redemption pays out at, plus whatever interest the trust earns between the filing and the window.
3. The charter runs to a date no filing we hold states; from the IPO date and the charter term we estimate 5 March 2028. Whenever it falls, if no deal closes by then the trust is returned to holders — a floor of a different kind: it pays out, but you do not choose when, and this one you should read out of the prospectus yourself.

1. 5 March 2026IPOpassed

   $230M raised into trust

2. 21 July 2026Deal announcedpassed

   Combination with Nth Cycle, Inc.

3. 5 March 2028Outside date0001193125-26-349719

• Nth Cycle, Inc.$507M · announced 21 July 2026
  announcedIndustrialsSEC primary

  What Nth Cycle, Inc. does — read from nthcycle.com on 21 August 2026

  Nth Cycle refines mined and recycled materials to produce essential metals for strategic industries including artificial intelligence, defense, energy, and technology. The company utilizes its patented electroextraction platform and modular OYSTER® system to deliver a cheaper, faster, and cleaner alternative to traditional centralized refining for battery materials, rare earth elements, and copper.

  MassachusettsArtificial IntelligenceDefenseEnergyTechnologyBattery MaterialsRare Earth Elements

  BCA signed 2026-07-21 (Signing Date) by Kensington Capital VI, Homeland Merger Sub Inc & II LLC, and Nth Cycle, Inc.; post-close NYSE ticker NTH; expected close Q4 2026. Confidential draft Form S-4 submitted. Verified vs 8-K Item 1.01.

  Deal structureSEC-primary — BCA 8-K / S-4 / DEFM14A

  Headline$507MvsEffective$936M+85% dilution

  Effective equity counts every claim on the post-close company at $10.00 — rollover, public shares, the founder promote and the PIPE. The headline counts only the target.

  PIPE

  ≈ $100M · unsourced

  Min-cash condition

  $75M

  Sponsor promote

  30%

  Exchange ratio

  Exchange Ratio = 50,700,200 divided by Nth Cycle's fully diluted capital immediately prior to the First Effective Time (after the Pre-Closing Conversions) — i.e. a fixed 50,700,200-share consideration pool (~$507M at $10.00).more ▾less ▴

  PIPE structure:

  common @ $10.00; up to $100 million targeted, of which only $40,000,000 (4,000,000 shares) is committed at signing under executed Securities Purchase Agreementsmore ▾less ▴

  PIPE investors:

  Not named — described only as 'the accredited investors named therein' in the SPAs and as 'new and existing investors' in the press release. Placement agents: Cohen & Company Capital Markets and Drexel Hamilton, LLC.more ▾less ▴

  PIPE terms — instrument, coupon, conversion price and any reset floor — are not sourced for this deal. The size above is itself unsourced — a stored figure no filing we hold states — so neither the size nor the terms should be read as cited.

  Earnout:

  Aggregate 20,000,000 Earnout Shares: 10,000,000 if the share price is $12.00 or more for 20 of 30 trading days within seven years of Closing, plus 10,000,000 on mechanical completion within seven years of the first major U.S. black mass refinery with a minimum capacity of 6,000 tonnes per year.more ▾less ▴

  Minimum cash: $75M from the trust together with other financing.

  Outside date: 21 July 2027 — the contractual long-stop for closing. It is not a redemption deadline and confers no right to cash.

  Lock-up:

  180) days after the Closing Date. Notwithstanding the foregoing, in the event that a definitive agreement that contemplates a Change of Control is entered into after the Closing, the Lock-up Period for any Lock-up Shares shall automatically terminate immediately prior to the consummation of such Change of Controlmore ▾less ▴

  stated in:0001193125-26-311388 0001193125-26-224198

• 42520 August 20260001193125-26-359211

  The filing provides substantive commercial, governmental, and technological claims that may influence shareholder sentiment ahead of the proxy vote and redemption window. Nth Cycle states the U.S. Department of Energy selected the company to enter award negotiations for up to $100 million for Project SHIELD, a Southeast facility engineered to process up to 24,000 metric tons of domestic black mass annually. Co-Founder and CEO Megan O’Connor frames the DOE selection as critical to national security, linking it to a recent Commerce Department one-year export ban on black mass. Nth Cycle cites a binding ten-year off-take term sheet with Trafigura valued at approximately $1.1 billion, detailing commitments to purchase 2,000 metric tons of contained nickel in MHP and 1,500 metric tons of battery grade lithium carbonate. Referencing its Fairfield, Ohio plant, Nth Cycle reports operations began in 2024 after deployment in less than 18 months, and the facility has logged 3,400 production hours with 99% recovery and 98% MHP purity rates. The press release projects Project SHIELD reaching operational status as early as 2029, creating 800 to 1,000 construction-related jobs and 54 permanent positions. Concerning its proprietary electroextraction platform and modular OYSTER system, Nth Cycle claims setup—including permitting—inside existing industrial buildings can occur in as little as two years, requires more than 70% lower capital intensity than incumbent technologies, and yields profitability at approximately one-tenth scale. Nth Cycle marks all projections as forward-looking, embedding standard cautionary language that explicitly warns actual results may differ materially and singles out the volume of Kensington shareholder redemption requests as a defined risk. Kensington reiterates it plans to file a Registration Statement containing a proxy statement/prospectus before mailing definitive voting documents to shareholders of record.

• 42518 August 20260001193125-26-355801

  All operational, regulatory, and strategic assertions in the filing are attributable to Nth Cycle CEO and co-founder Megan O’Connor during the Bloomberg TV segment, with corporate messaging subsequently repeated via Nth Cycle’s August 18, 2026 social media accounts. O’Connor claims that over 85% of global critical mineral refining occurs in China, characterizing it as a tighter grip than OPEC historically held over oil. She states the U.S. government is directing $3 billion toward domestic critical minerals, that the White House committed over $2 billion in battery grants plus $3 billion in loan programs, and that a new federal directive requires 100% of U.S. black mass to remain domestic starting August 27. On technology, O’Connor describes Nth Cycle’s modular “Oyster” system, alleging it generates required acids and bases via electricity rather than procurement, which reportedly cuts overall capital intensity by up to 70%, compresses deployment timelines to as little as two years versus the typical five to ten years for conventional refining, and streamlines permitting. She asserts the SPAC vehicle was chosen specifically to access the capital necessary to build domestic refining capacity across lithium, cobalt, nickel, copper, and rare earths while partnering with Kensington due to its automotive expertise. Nth Cycle’s social media posts echo these points without introducing additional financial or technical data. Standard Rule 425 forward-looking disclaimers and redemption-risk warnings frame the communication. The filing is material to the $10.11-per-share redemption calculus because it codifies the target’s technological differentiators, policy tailwinds, and sponsor justification ahead of the shareholder vote, even though it contains no binding financial projections or revised trust mechanics.

• 42514 August 20260001193125-26-352483

  Public shareholders evaluating redemption should note that the capital structure, valuation, and dilution metrics originate entirely from the marketing presentation rather than audited financials or the definitive proxy, meaning they are subject to revision. The sponsor promote performance conditions and the ~26% public float provide visibility into post-combination governance and voting leverage. The stated $308–$310 million in pro forma cash, derived from the trust balance, rolled-over equity (~$500 million per Slide 21), and initial PIPE commitments, funds the operating plan until targeted deployments. However, the presentation also highlights execution dependencies—including a 10-year take-or-pay term sheet with Trafigura valued at just over $1 billion, two joint development agreement term sheets, established relationships with the Departments of War, Energy, and Commerce, and a pipeline of over $500 million in applied government funding—that carry forward-looking warnings and lack binding guarantees as of the filing date.

• 10-Q13 August 20260001193125-26-349719

  This filing confirms that the SPAC has found a target and signed a definitive agreement, which is the most critical milestone for SPAC investors. It provides the trust value per share ($10.11), the 24-month deadline (March 5, 2028), and details on sponsor conduct (founder shares no longer subject to forfeiture, administrative services agreements, working capital loans). The filing also details warrant liabilities, the remeasurement of Class A shares to redemption value, and the fair value changes in private placement warrants, which impact net loss.

• 4257 August 20260001193125-26-340533

  This filing materializes the regulatory timeline and locks in the pre-proxy communication window, signaling that Kensington and Nth Cycle are positioning for shareholder voting and redemption decisions prior to the definitive proxy/prospectus distribution. The explicit linkage between the $230 million trust liquidity and redemption behavior directly determines whether the combined entity retains adequate working capital to execute without dilutive follow-on offerings. According to the press release, $40 million of the $100 million PIPE has already been committed by new and existing investors, offering early validation of institutional confidence. On the commercial side, Co-Founder and CEO Dr. Megan O’Connor attributes the combination rationale to mitigating a national security exposure tied to foreign entities controlling 85% of global critical mineral purification, while the announcement states that Nth Cycle’s proprietary OYSTER system and electroextraction platform allegedly cut capital intensity by upwards of 70%, allow construction at 5 to 10 times smaller scale, and target permitting and installation completion within as little as 24 months. These operational targets, combined with the ~$585 million implied valuation cited by Kensington management and the focus on rare earths, copper, and battery materials, establish the execution risk and growth premise shareholders will evaluate when weighing their redemption rights against the stated $11.50 warrant strike and projected NYSE listing under ticker "NTH".

• 8-K7 August 20260001193125-26-340529

  This submission accelerates the path to a definitive proxy statement and shareholder vote, directly impacting the timeline for any potential redemption window. For investors modeling the merger's financial outcome, the disclosed $230M trust cap and $100M PIPE ceiling provide critical inputs against the $10.11 per-share trust baseline and the $585M valuation anchor, especially given the explicit caveat that proceeds fluctuate based on redemption volume. Outside of mechanics, the joint press release drives the fundamental investment narrative. Per Nth Cycle management, specifically Co-Founder and CEO Dr. Megan O’Connor and Chairman/CEO Justin Mirro, the company built its modular OYSTER platform and electroextraction technology to address a structural bottleneck where foreign firms control 85% of global refining capacity and China purifies roughly 85% of mineral-rich feedstock. Management claims this technology allegedly reduces capital intensity by upwards of 70%, operates at 5 to 10 times smaller scale than legacy plants, and completes installation and permitting in as little as 24 months. While these projections frame the target’s growth thesis around rare earths, copper, and battery materials, the filing heavily qualifies them with forward-looking statements warning of execution risks, competition, and shareholder dilution from massive redemptions.

• 42520 August 20260001193125-26-359211

  What changed: A Form 425 filing that transmits a press release issued by Nth Cycle, Inc., accompanied by standard Securities Act Rule 425 and Exchange Act Rule 14a-12 investor communications related to the proposed business combination with Kensington Capital Acquisition Corp. VI. No modifications impact the redemption deadline, trust account value, or transaction mechanics. The filing does not announce an extension, revise the business combination agreement, or adjust the March 5, 2028 termination date. It operates exclusively as a regulatory submission for pre-proxy public marketing communications. Why it matters: The filing provides substantive commercial, governmental, and technological claims that may influence shareholder sentiment ahead of the proxy vote and redemption window. Nth Cycle states the U.S. Department of Energy selected the company to enter award negotiations for up to $100 million for Project SHIELD, a Southeast facility engineered to process up to 24,000 metric tons of domestic black mass annually. Co-Founder and CEO Megan O’Connor frames the DOE selection as critical to national security, linking it to a recent Commerce Department one-year export ban on black mass. Nth Cycle cites a binding ten-year off-take term sheet with Trafigura valued at approximately $1.1 billion, detailing commitments to purchase 2,000 metric tons of contained nickel in MHP and 1,500 metric tons of battery grade lithium carbonate. Referencing its Fairfield, Ohio plant, Nth Cycle reports operations began in 2024 after deployment in less than 18 months, and the facility has logged 3,400 production hours with 99% recovery and 98% MHP purity rates. The press release projects Project SHIELD reaching operational status as early as 2029, creating 800 to 1,000 construction-related jobs and 54 permanent positions. Concerning its proprietary electroextraction platform and modular OYSTER system, Nth Cycle claims setup—including permitting—inside existing industrial buildings can occur in as little as two years, requires more than 70% lower capital intensity than incumbent technologies, and yields profitability at approximately one-tenth scale. Nth Cycle marks all projections as forward-looking, embedding standard cautionary language that explicitly warns actual results may differ materially and singles out the volume of Kensington shareholder redemption requests as a defined risk. Kensington reiterates it plans to file a Registration Statement containing a proxy statement/prospectus before mailing definitive voting documents to shareholders of record.

• 42518 August 20260001193125-26-355801

  What changed: A Form 425 compliance filing serving as a preliminary marketing communication for the proposed business combination between Kensington Capital Acquisition Corp. VI and Nth Cycle, Inc., specifically comprising an unofficial transcript of a Bloomberg TV interview and associated social media posts from Nth Cycle, alongside standard Rule 425 disclosure boilerplate. Nothing altered regarding the $10.11 trust per share, the March 5, 2028 redemption deadline, extension provisions, or merger contract terms. The filing confirms the transaction remains in the announcement/pre-definitive-document phase, reiterates that Kensington intends to file a Registration Statement including a proxy statement/prospectus, and warns that definitive materials will only be distributed to shareholders after SEC effectiveness. It references Kensington’s sponsor profile, noting its track record of taking companies public and its automotive-sector involvement, but introduces no mechanical modifications to the redemption schedule or cash-equivalent assumptions. Why it matters: All operational, regulatory, and strategic assertions in the filing are attributable to Nth Cycle CEO and co-founder Megan O’Connor during the Bloomberg TV segment, with corporate messaging subsequently repeated via Nth Cycle’s August 18, 2026 social media accounts. O’Connor claims that over 85% of global critical mineral refining occurs in China, characterizing it as a tighter grip than OPEC historically held over oil. She states the U.S. government is directing $3 billion toward domestic critical minerals, that the White House committed over $2 billion in battery grants plus $3 billion in loan programs, and that a new federal directive requires 100% of U.S. black mass to remain domestic starting August 27. On technology, O’Connor describes Nth Cycle’s modular “Oyster” system, alleging it generates required acids and bases via electricity rather than procurement, which reportedly cuts overall capital intensity by up to 70%, compresses deployment timelines to as little as two years versus the typical five to ten years for conventional refining, and streamlines permitting. She asserts the SPAC vehicle was chosen specifically to access the capital necessary to build domestic refining capacity across lithium, cobalt, nickel, copper, and rare earths while partnering with Kensington due to its automotive expertise. Nth Cycle’s social media posts echo these points without introducing additional financial or technical data. Standard Rule 425 forward-looking disclaimers and redemption-risk warnings frame the communication. The filing is material to the $10.11-per-share redemption calculus because it codifies the target’s technological differentiators, policy tailwinds, and sponsor justification ahead of the shareholder vote, even though it contains no binding financial projections or revised trust mechanics.

• 42514 August 20260001193125-26-352483

  What changed: A Form 425 filing that submits 'Megan’s Business Combination Call Script for Recording,' an investor presentation and accompanying script posted by target company Nth Cycle, Inc., detailing the proposed business combination with Kensington Capital Acquisition Corp. VI. No contractual amendments to the merger agreement or changes to the March 5, 2028 redemption deadline were filed. Instead, the submission discloses updated transaction mechanics drawn from the presentation: the SPAC holds more than $230 million in trust cash; a $100 million PIPE is being constructed, with $40 million already committed; pro forma enterprise value is stated as approximately $585 million; and pro forma cash is estimated at approximately $310 million (Slide 3) or $308 million after expenses (Slide 21). Post-close ownership is presented as roughly 57% for Nth Cycle shareholders, approximately 26% for public shareholders, 11% for PIPE, and the sponsor retaining the balance, with a significant portion of the sponsor promote subject to stock performance conditions. Why it matters: Public shareholders evaluating redemption should note that the capital structure, valuation, and dilution metrics originate entirely from the marketing presentation rather than audited financials or the definitive proxy, meaning they are subject to revision. The sponsor promote performance conditions and the ~26% public float provide visibility into post-combination governance and voting leverage. The stated $308–$310 million in pro forma cash, derived from the trust balance, rolled-over equity (~$500 million per Slide 21), and initial PIPE commitments, funds the operating plan until targeted deployments. However, the presentation also highlights execution dependencies—including a 10-year take-or-pay term sheet with Trafigura valued at just over $1 billion, two joint development agreement term sheets, established relationships with the Departments of War, Energy, and Commerce, and a pipeline of over $500 million in applied government funding—that carry forward-looking warnings and lack binding guarantees as of the filing date.

• 10-Q13 August 20260001193125-26-349719

  What changed: Quarterly Report on Form 10-Q for the period ended June 30, 2026, filed by Kensington Capital Acquisition Corp. VI, a blank check company (SPAC). The SPAC completed its IPO on March 5, 2026, raising $230 million in trust (including full over-allotment). As of June 30, 2026, the trust held $232,582,684 (approx. $10.11 per Class A share). On July 21, 2026, after the balance sheet date, the SPAC entered into a definitive Business Combination Agreement with Nth Cycle, Inc. (a battery recycling technology company). The deal structure involves two mergers, renaming to Nth Cycle Holdings, Inc., and listing on NYSE under symbol 'NTH'. Additionally, the 1,285,714 founder shares previously subject to forfeiture became fully vested after the underwriters' full exercise of the over-allotment option on March 5, 2026. Why it matters: This filing confirms that the SPAC has found a target and signed a definitive agreement, which is the most critical milestone for SPAC investors. It provides the trust value per share ($10.11), the 24-month deadline (March 5, 2028), and details on sponsor conduct (founder shares no longer subject to forfeiture, administrative services agreements, working capital loans). The filing also details warrant liabilities, the remeasurement of Class A shares to redemption value, and the fair value changes in private placement warrants, which impact net loss.

  What changed vs 2026-05-14trust $230.5M → $232.6M +1%
  trust account, redeemable shares, sponsor loans outstanding1 moved · 2 with no prior record of ours

  Trust account

  $230.5M→$232.6M

  SpacBrain reads this as $2,093,651 was added to the trust between the two filings.

  The clause …“— 64,171 Long-term prepaid insurance 58,333 — Cash and marketable securities held in Trust Account 232,582,684 — TOTAL ASSETS $ 234,604,644 $ 226,752 LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’”…

  Redeemable shares

  not previously extracted→23.0M

  The clause “026, there were no Class A ordinary shares issued or outstanding, excluding the 23,000,000 shares subject to possible redemption. As of December 31, 2025, there were no Class A ordinary shares issued or outstanding. Class B Ordinary”…

  Sponsor loans outstanding

  $200K · unchanged

  The clause …“into warrants at a price of $ 0.50 per warrant. As of June 30, 2026, there is $ 200,000 outstanding under the Working Capital Loans. In connection with the Company’s assessment of going concern considerations in accordance with FASB ASC”…

  Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.

• 4257 August 20260001193125-26-340533

  What changed: A Rule 425 written communication (Form 8-K) containing a joint press release filed August 7, 2026, announcing the confidential submission of a draft registration statement on Form S-4 to the Securities and Exchange Commission for the proposed business combination between Kensington Capital Acquisition Corp. VI and Nth Cycle, Inc. The filing advances deal status from the initial July 21, 2026 Business Combination Agreement to the SEC drafting phase, confirming the draft S-4 was submitted concurrently with the press release. Transaction mechanics are introduced: an implied pro forma enterprise value of approximately $585 million (contingent on zero shareholder redemptions and after estimated transaction expenses), expected trust proceeds of up to $230 million (explicitly subject to redemption volume), and a common stock PIPE capped at $100 million, with $40 million already committed per the announcement. Sponsor governance and leadership remain static, with Justin Mirro continuing as Chairman and CEO and Kensington Capital Sponsor VI LLC retaining its standard contractual role. Neither the March 5, 2028 liquidation deadline nor the documented $10.11 per-share trust balance is amended or referenced beyond the conditional $230 million liquidity projection. Why it matters: This filing materializes the regulatory timeline and locks in the pre-proxy communication window, signaling that Kensington and Nth Cycle are positioning for shareholder voting and redemption decisions prior to the definitive proxy/prospectus distribution. The explicit linkage between the $230 million trust liquidity and redemption behavior directly determines whether the combined entity retains adequate working capital to execute without dilutive follow-on offerings. According to the press release, $40 million of the $100 million PIPE has already been committed by new and existing investors, offering early validation of institutional confidence. On the commercial side, Co-Founder and CEO Dr. Megan O’Connor attributes the combination rationale to mitigating a national security exposure tied to foreign entities controlling 85% of global critical mineral purification, while the announcement states that Nth Cycle’s proprietary OYSTER system and electroextraction platform allegedly cut capital intensity by upwards of 70%, allow construction at 5 to 10 times smaller scale, and target permitting and installation completion within as little as 24 months. These operational targets, combined with the ~$585 million implied valuation cited by Kensington management and the focus on rare earths, copper, and battery materials, establish the execution risk and growth premise shareholders will evaluate when weighing their redemption rights against the stated $11.50 warrant strike and projected NYSE listing under ticker "NTH".

At-risk capital: $5M — 10,733,333 private placement warrants, bought at the IPO and worthless if the company liquidates. This is what the sponsor itself loses if no deal closes. per the prospectus (424B4 0001193125-26-092146)

FALLBACK — this is the hand-written segment list (src/lib/peers.ts), not a selection. It is showing because the peer engine produced nothing for Nth Cycle, Inc.: we hold no business description to match on. These tickers carry NO VALUATIONS: the list answers "who is like this" and not "what is this worth".

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