Nth Cycle to go public via $585 million SPAC merger with Kensington

Critical mineral refiner Nth Cycle will go public through a merger with special purpose acquisition company Kensington Capital Acquisition Corp. VI, a deal that values the company at an enterprise value of $585 million.

"This transaction provides the capital to scale our refining capacity and reduce Western reliance on China for processed critical minerals," said a representative for Nth Cycle, which was founded in 2017.

The combined company will be named Nth Cycle Holdings Inc. and trade on the New York Stock Exchange under the ticker "NTH." The deal is expected to provide up to $230 million from Kensington's trust account and up to $100 million from a common stock PIPE, including $40 million already committed by new and existing investors. Nth Cycle also disclosed a 10-year off-take term sheet with Trafigura valued at approximately $1.1 billion.

The transaction highlights the strategic push to build domestic critical mineral processing capacity as the U.S. seeks to reduce dependence on Chinese supply chains for rare earth elements and battery materials. The deal is expected to close in the fourth quarter of 2026, subject to regulatory and stockholder approvals.

Nth Cycle operates what it describes as the first U.S. refinery to produce high-purity nickel-cobalt mixed hydroxide product from recycled battery feedstock. The company's refining platform processes rare earth elements, copper, and battery materials from both mined and recycled sources.

The boards of both Kensington and Nth Cycle have approved the proposed transaction. Kensington is led by Chairman and Chief Executive Officer Justin Mirro, with Vice Chairman Dieter Zetsche, the former Daimler CEO, among its leadership team.

Cohen & Company Capital Markets and Drexel Hamilton LLC are acting as placement agents for Kensington. Cantor Fitzgerald & Co. is serving as exclusive financial advisor to Nth Cycle. Hughes Hubbard & Reed LLP is legal counsel to Kensington, while Latham & Watkins LLP advises Nth Cycle.

SPACs allow companies to go public without raising fresh capital from investors, offering an alternative to traditional initial public offerings. The deal structure provides Nth Cycle with access to Kensington's trust proceeds while the PIPE adds committed capital from institutional investors.

This article is for informational purposes only and does not constitute investment advice.