-- Nth Cycle will become a publicly traded company through a business
combination with Kensington Capital Acquisition Corp. VI (NYSE: KCAC),
with the combined company expected to trade on the NYSE under the ticker
symbol "NTH".
-- Nth Cycle fills one of the largest gaps in the critical mineral supply
chain, onshoring the refining capability needed to curb Western
dependence on China.
-- Nth Cycle's proprietary electroextraction platform was built for Western
markets, replacing the expense, build-out, and waste of traditional
refineries with a faster, cheaper, and cleaner alternative.
-- Nth Cycle processes rare earth elements, copper, and battery materials--a
trillion-dollar market driven by electrification, defense and AI
infrastructure.
-- Proposed transaction implies a pro forma enterprise value of
approximately $585 million.
BURLINGTON, Mass. and WESTBURY, N.Y., July 22, 2026 /PRNewswire/ -- Nth Cycle Inc. ("Nth Cycle" or the "Company"), a pure-play critical mineral refiner, and Kensington Capital Acquisition Corp. VI ("Kensington") (NYSE: KCAC), a special purpose acquisition company, today announced a definitive business combination that will result in Nth Cycle becoming a publicly traded company. Upon closing of the transaction, the combined company will be named Nth Cycle Holdings, Inc., and its common stock is expected to trade on the NYSE under the new ticker symbol "NTH".
Founded in 2017, Nth Cycle is building the refining capacity needed to secure Western critical mineral supply chains. Its OYSTER system converts the rare earth elements, copper, and battery metals found in mined and recycled materials into industrial-grade inputs for some of the world's most strategic industries.
Nth Cycle's Co-founder and CEO Dr. Megan O'Connor, commented: "Critical minerals are abundant across the West -- but they have little to no commercial value until refined. That single chokepoint has left the United States, Europe, and allied nations entirely dependent on China, which has a tighter grip on these essential resources than OPEC ever had on oil. We've changed that with our modular refining system and are excited to partner with Kensington to scale our platform at the cost, speed, and efficiency Western markets demand."
Kensington's Chairman and CEO, Justin Mirro, added: "Kensington seeks partners who don't just innovate -- they redefine what's possible for America's future. Nth Cycle's breakthrough OYSTER system is exactly that kind of transformative technology: a powerful, scalable solution that will secure our domestic critical minerals supply chain for the next century. We've spent years scaling companies in automotive and advanced manufacturing, so we know what it takes to move from breakthrough technology to large-scale commercial production. We're really excited to partner with Megan and her outstanding team. Together, we're going to help secure America's critical minerals future and power the next generation of electrification, defense, and AI."
Positioned for the Next Industrial Era, Aligned with Government Policy and Private Sector Demand
Critical minerals are one of the defining resources of the new industrial era, and like oil, they have no commercial value unless they are refined for end-use. China currently controls that purification for approximately 85% of the world's mineral-rich materials, including those from the United States, Europe and allied nations. This bottleneck has become a national priority across the West, establishing refining capacity as a significant bridge to onshoring one of the most consequential supply chains of the next century.
Nth Cycle is currently focused on three fast-growing metal markets driven by federal policy and private sector demand: rare earths, the essential materials enabling military systems and advanced electronics; copper, irreplaceable for transmitting electricity, data and industrial power; and battery materials, which power energy storage, transportation, and electrification.
Nth Cycle's commercial momentum includes operating the first U.S. refinery to produce high-purity nickel-cobalt mixed hydroxide product from recycled battery feedstock, a 10-year off-take term sheet with Trafigura valued at approximately $1.1 billion, and strategic development agreements with leading rare earth companies.
Transaction Overview
The business combination values Nth Cycle at an implied enterprise value of $585 million, assuming no redemptions by Kensington's stockholders in connection with closing and the payment of estimated transaction expenses.
The board of directors of both Kensington and Nth Cycle have approved the proposed transaction, which is expected to be completed in the fourth quarter of 2026, subject to customary closing conditions, including regulatory and stockholder approvals.
Transaction proceeds to the combined company are expected to consist of up to $230 million in Kensington's trust, subject to redemptions, and a common stock PIPE of up to $100 million, of which $40 million has to date been committed by new and existing investors. Additional information about the proposed transaction, including a copy of the Business Combination Agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Kensington with the U.S. Securities and Exchange Commission (the "SEC") and available at www.sec.gov.
Advisors
Hughes Hubbard & Reed LLP is serving as legal counsel to Kensington. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC, and Drexel Hamilton, LLC are acting as placement agents for Kensington. Latham & Watkins LLP is serving as legal counsel and Cantor Fitzgerald & Co. is acting as an exclusive financial advisor to Nth Cycle. Gateway Group is serving as investor relations and public relations advisor for the transaction.
About Nth Cycle Inc.
Nth Cycle is a critical minerals midstream refining company building the technology and infrastructure needed for Western supply chains. The company addresses the structural bottleneck of foreign dependence to process domestic critical mineral resources with its modular OYSTER system and proprietary electroextraction platform. Combined, they dramatically lower capital intensity, deployment time and emissions to convert industrial scrap, black mass and primary feeds into intermediate and refined products within the nickel, cobalt, copper and rare earth value chains. These advancements enable the domestic production and allied partnerships vital to industrial competitiveness, economic growth, and national security.
About Kensington Capital Acquisition Corp. VI
Kensington Capital Acquisition Corp. VI (NYSE: KCAC) is a special purpose acquisition company (SPAC) led by Chairman and Chief Executive Officer, Justin Mirro, Vice Chairman and President, Dieter Zetsche, Chief Operating Officer, Robert Remenar, Chief Technology Officer, Simon Boag and Chief Financial Officer, Daniel Huber. Kensington's independent directors are William Kassling, Anders Pettersson, Mitchell Quain, Donald Runkle and Matthew Simoncini.
For more information about Kensington, please visit www.autospac.com.
Cautionary Note Regarding Forward-Looking Statements
This press release contains certain statements that are not historical facts but may be considered "forward-looking statements" within the meaning of Section 27(a) of the Securities Act of 1933 and Section 21(e) of the Securities Exchange Act of 1934. Forward-looking statements generally are accompanied by words such as "believe," "may," "will," "estimate," "continue," "anticipate," "intend," "expect," "should," "would," "plan," "predict," "potential," "seem," "seek," "future," "outlook" or the negatives of these terms or variations of them or similar terminology or expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding future events, the business combination, the estimated or anticipated future results and benefits of the combined company ("New Nth Cycle") following the business combination (the "Business Combination"), including the likelihood and ability of the parties to successfully consummate the Business Combination, future opportunities for New Nth Cycle and other statements that are not historical facts.
These statements are based on the current expectations of the management of Kensington and/or Nth Cycle and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Kensington and Nth Cycle. These statements are subject to a number of risks and uncertainties regarding Nth Cycle's business and the Business Combination, and actual results may differ materially. These risks and uncertainties include, but are not limited to: general economic, political and business conditions; the inability of the parties to consummate the Business Combination or the occurrence of any event, change or other circumstances that could give rise to the termination of the business combination agreement (the "Business Combination Agreement"); the number of redemption requests made by shareholders of Kensington in connection with the Business Combination; the ultimate size of the PIPE conducted in connection with the Business Combination; the outcome of any legal proceedings that may be instituted against the parties following the announcement of the Business Combination; the risk that the approval of the shareholders of Nth Cycle or Kensington for the Business Combination is not
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