Nth Cycle to list on NYSE via $585m SPAC deal
Nth Cycle Inc. is set to go public via a business combination with Kensington Capital Acquisition Corp. VI, valuing the company at a $585 million enterprise value. The combined entity, Nth Cycle Holdings, Inc., will trade on the NYSE under the symbol NTH. The deal includes up to $230 million from Kensington's trust and a $100 million PIPE, with $40 million already committed.
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Nth Cycle Inc., a pure-play critical mineral refiner, will become a publicly traded company through a business combination with Kensington Capital Acquisition Corp. VI. The transaction implies a pro forma enterprise value of approximately $585 million. Upon closing, the combined company will be named Nth Cycle Holdings, Inc., and its common stock is expected to trade on the NYSE under the ticker symbol NTH. The deal addresses the structural bottleneck in Western critical mineral supply chains by onshoring refining capabilities.
Strategic Rationale
Nth Cycle's proprietary electroextraction platform, known as the OYSTER system, processes rare earth elements, copper, and battery materials. The company aims to replace traditional refining methods with a faster, cheaper, and cleaner alternative. This technology targets a trillion-dollar market driven by electrification, defense, and AI infrastructure. The business combination is expected to close in the fourth quarter of 2026, subject to regulatory and stockholder approvals.
Financial Details
The transaction proceeds 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 the PIPE, $40 million has been committed by new and existing investors to date. The board of directors of both companies has approved the proposed transaction.
| Transaction Component | Amount |
|---|---|
| Implied Enterprise Value | $585 million |
| Trust Account (subject to redemptions) | Up to $230 million |
| PIPE Commitment | Up to $100 million |
| Committed PIPE Investment | $40 million |
Commercial Momentum
Nth Cycle has secured a 10-year off-take term sheet with Trafigura valued at approximately $1.1 billion. The company operates the first U.S. refinery to produce high-purity nickel-cobalt mixed hydroxide product from recycled battery feedstock. It has also entered strategic development agreements with leading rare earth companies. The company focuses on three metal markets: rare earths, copper, and battery materials.
Leadership and Advisory
Nth Cycle's Co-founder and CEO Dr. Megan O'Connor emphasized the need to reduce Western dependence on China for critical mineral refining. Kensington's Chairman and CEO Justin Mirro highlighted the transformative potential of the OYSTER system. Cantor Fitzgerald & Co. is acting as the exclusive financial advisor to Nth Cycle, with Latham & Watkins LLP serving as legal counsel. Cohen & Company Capital Markets and Drexel Hamilton, LLC are acting as placement agents for Kensington.
How will the company bridge the funding gap to reach the full $100 million PIPE commitment given only $40 million is currently secured?
What specific regulatory hurdles must be cleared to operationalize the OYSTER system at scale before the deal closes in Q4 2026?
How might potential changes in U.S. critical mineral policy or subsidies impact the financial projections for the combined entity?
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