Monitor for shareholder vote and regulatory approvals (HSR Act waiting period). The deal is a standard de-SPAC with no material changes from the initial announcement. Key risk is redemption levels — if redemptions push available cash below the $75 million minimum, the deal could fail. Post-close, watch for the earnout milestones (stock price $15/$18 and refinery completion) as potential catalysts.
Price Chart
Executive Summary
Kensington Capital Acquisition Corp. VI filed this Rule 425 communication confirming its definitive business combination agreement with Nth Cycle, Inc., a battery materials recycling company. The transaction is expected to close in Q4 2026, with Nth Cycle shareholders receiving shares of the combined company and up to 20 million earnout shares. The deal includes a PIPE investment of up to $100 million (with $40 million committed) and access to approximately $230 million held in trust, subject to a minimum cash condition of $75 million at closing.
Key Financial Metrics
Key Facts
- Definitive business combination agreement signed July 21, 2026 between Kensington Capital Acquisition Corp. VI and Nth Cycle, Inc.
- PIPE investment of up to $100 million; $40 million committed from initial investors at $10.00 per share (4,000,000 shares)
- Trust account holds at least $230 million; minimum cash condition at closing is $75 million
- Expected closing in Q4 2026; post-close combined company to trade as Nth Cycle Holdings, Inc. under ticker NTH
- Earnout provisions: up to 10 million shares at $15.00 stock price target and up to 10 million shares upon mechanical completion of a 6,000 tpy black mass refinery
- Sponsor lock-up: 1 year (minimum 180 days); Nth Cycle stockholder lock-up: 180 days
Financial Impact
Up to $100 million PIPE at $10.00/share plus access to ~$230 million trust account, with $75 million minimum cash condition at closing
Risk Factors
- Shareholder approval may not be obtained; high redemptions could cause failure to meet $75 million minimum cash condition
- Regulatory delays or failure to obtain HSR clearance or NYSE listing
- Post-close dilution from up to 20 million earnout shares and equity incentive plan (10% initial reserve + 5% annual evergreen)
- Integration and execution risk for Nth Cycle's battery recycling business
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001193125-26-311391 |
| Document: 0001193125-26-311391-index-headers.html | 0001193125-26-311391 |
| Document: 0001193125-26-311391-index.html | 0001193125-26-311391 |
| Document: 0001193125-26-311391.txt | 0001193125-26-311391 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 today | S-4/A | $10.29 | awaiting T+5 | — | $10.29 (−0.00%) |
Oct 7, 2026 20d ago | 425 | $10.43 $10.40 | ▼ −0.29% | ▼ −0.01% | $10.29 (−1.34%) |
Sep 22, 2026 5w ago | 425 | $10.30 $10.33 | ▲ +0.29% | ▲ +0.97% | $10.29 (−0.10%) |
Sep 17, 2026 5w ago | S-4 | $10.30 $10.30 | · 0.00% | ▼ −1.27% | $10.29 (−0.10%) |
Jul 22, 2026 13w ago | 425 | $10.50 $10.41 | ▼ −0.86% | ▲ +1.54% | $10.29 (−2.00%) |
Jul 22, 2026 13w ago | 8-K | $10.50 $10.41 | ▼ −0.86% | ▲ +1.54% | $10.29 (−2.00%) |
Jul 17, 2026 14w ago | 3 | $10.64 $10.35 | ▼ −2.73% | ▼ −2.32% | $10.29 (−3.29%) |
Jul 6, 2026 16w ago | 3 | $10.30 $10.65 | ▲ +3.40% | ▲ +2.85% | $10.29 (−0.10%) |
Mar 5, 2026 33w ago | 8-K | $10.01 $10.05 | ▲ +0.40% | ▲ +1.93% | $10.29 (+2.80%) |
Mar 5, 2026 33w ago | 424B4 | $10.01 $10.01 | · 0.00% | ▲ +2.24% | $10.29 (+2.80%) |
US Market Status
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