KCAC merger with Nth Cycle, Inc.
Nth Cycle, Inc.
Announced 21 July 2026.
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.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
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 ▴
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 ▴
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.
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 ▴
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 ▴
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: Nth Cycle, Inc.
from 425The business actually being bought — described from SEC primary filings, with projections labelled as projections.
Nth Cycle, Inc. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
A price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what Nth Cycle, Inc. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
No multiple can be computed
We hold no revenue figure in US dollars for Nth Cycle, Inc., so there is nothing to divide the price by and no multiple can be struck. It is not recorded as pre-revenue either — this is a gap in our record, not a finding that the company has no sales. The deal values it at $935.6M regardless.
We have not extracted a revenue figure for this company from its filings yet. That is our gap, not a statement about the business.
Post-dilution equity (net debt unknown).
Not extracted from the filings yet.
Not computable — no revenue figure has been extracted from the filings yet.
No listed comparable carries a revenue multiple we can use.
What qualifies the figures above
- Struck on the post-dilution value of $935.6M, not the announced $507M — new shares handed to the sponsor, warrant holders and the PIPE are part of what public buyers are really paying.
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
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.
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.