Nth Cycle to Go Public via $585M SPAC Merger with Kensington Capital
Nth Cycle Inc., a critical minerals refiner focused on reshoring strategic supply chains, has agreed to merge with Kensington Capital Acquisition Corp. VI in a deal that values the company at an implied enterprise value of $585 million.
The transaction will take Nth Cycle public as Nth Cycle Holdings, Inc., with shares expected to trade on the New York Stock Exchange under the ticker NTH.
The deal is expected to bring up to $230 million from Kensington’s trust account, subject to redemptions, and as much as $100 million through a common stock PIPE, including $40 million already committed by new and existing investors. The merger is expected to close in the fourth quarter of 2026.
Founded in 2017, Nth Cycle uses its OYSTER system to refine rare earth elements, copper and battery metals from mined and recycled materials into industrial-grade inputs. The company says its technology is intended to help secure Western critical mineral supply chains by creating domestic refining capacity for materials that are often processed overseas.
Co-founder and CEO Megan O’Connor said critical minerals are abundant in the West but “have little to no commercial value until refined,” arguing that the current chokepoint leaves the U.S., Europe and allied nations dependent on China for essential resources. Kensington Chairman and CEO Justin Mirro said Nth Cycle’s OYSTER system represents “transformative technology” that could help secure domestic critical mineral supply for decades.
Nth Cycle has already built commercial momentum. The company operates the first U.S. refinery to produce high-purity nickel-cobalt mixed hydroxide product from recycled battery feedstock, has a 10-year offtake term sheet with Trafigura valued at about $1.1 billion, and has signed strategic development agreements with major rare-earth companies.
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.
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