Critical minerals refiner Nth Cycle Inc. has agreed to a definitive business combination with Kensington Capital Acquisition Corp. VI (NYSE: KCAC), the latest in a fast-growing string of SPAC deals betting on Western demand for domestic mineral processing.
A special purpose acquisition company, or SPAC, is a shell corporation that raises money through its own initial public offering (IPO) with the sole purpose of merging with a private company to take it public. These are typically faster and require fewer disclosure hurdles than a traditional IPO. Once the deal closes, the combined company will be renamed Nth Cycle Holdings Inc., trading on the NYSE under the ticker “NTH.”
“Critical minerals are abundant across the West, but they have little to no commercial value until refined,” said Dr. Megan O’Connor, Nth Cycle’s co-founder and CEO, in a statement announcing the deal. “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.”
Founded in 2017, Boston-based Nth Cycle refines rare earth elements, copper and battery metals recovered from mined and recycled feedstock into industrial-grade material, using a modular system it calls OYSTER.
The company’s core technology is a modular refining system that uses electricity rather than the high-heat furnaces or heavy chemical processes traditional refiners rely on. It can be installed inside an existing building and set up alongside a recycler, miner or manufacturer’s own site, which the company says cuts out the years of permitting and billions of dollars typically needed to build a standalone refinery.
The system pulls nickel, cobalt, copper and rare earth elements out of scrap metal, battery waste and mined ore and turns them into industrial-grade material, the same refining step that China largely utilizes.
Bolstering domestic supply
The company says the technology addresses a bottleneck that has left the United States and its allies reliant upon China to refine critical minerals into usable inputs, arguing it carries more leverage than crude oil ever gave OPEC.
Kensington Chairman and CEO Justin Mirro said the SPAC sees Nth Cycle’s refining platform as a way to help secure domestic supply chains for electrification, defense and AI.
“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,” Mirro said in a statement. “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.”
The business combination values Nth Cycle at an implied enterprise value of $585 million, assuming no redemptions by Kensington shareholders and after estimated transaction expenses.
Proceeds to the combined company are expected to include up to $230 million currently held in Kensington’s trust, subject to redemptions, plus a common stock private investment in public equity (PIPE) of up to $100 million, $40 million of which has been committed to date by new and existing investors.
Boards at both companies have approved the transaction, which is expected to close in the fourth quarter of 2026 pending regulatory and stockholder approval.
Additional deal terms, including the business combination agreement and investor presentation, are expected to be filed with the SEC on Form 8-K.
China controls the refining step for roughly 85% of the world’s mineral-rich material, including material sourced from the US and its allies, according to the companies.
Nth Cycle says it is focused on three markets tied to that dependency: rare earths for military and electronics uses, copper for power and data transmission, and battery materials for energy storage and transportation.
The company points to numerous commercial milestones ahead of the merger, including operation of what it describes as the first US refinery producing high-purity nickel-cobalt mixed hydroxide product from recycled battery feedstock; a 10-year offtake term sheet with commodities trader Trafigura valued at roughly $1.1 billion; and development agreements with rare earth producers it has not named.
A wave of critical minerals
Nth Cycle joins a critical minerals SPAC wave that has picked up speed in 2026. Geothermal lithium developer Controlled Thermal Resources agreed to a $4.7 billion merger with Plum Acquisition Corp. IV to help fund its Salton Sea project, and Taiwanese solid-state battery maker ProLogium struck a $3.8 billion SPAC deal tied to a planned gigafactory in Dunkirk, France.
Jindalee Lithium’s US subsidiary, HiTech Minerals, agreed to merge with Constellation Acquisition Corp. I in a $571 million deal to form a new company called US Elemental, and exploration-stage Key Mining Corp. struck a deal with Compass Digital Acquisition Corp. valuing its titanium and copper assets at a $230 million pre-money enterprise value.
The momentum behind those deals is growing, too, with blank-check companies including Freedom Metals Acquisition Corp. and M Evo Global Acquisition II raising IPO proceeds in 2026 specifically to hunt for critical minerals targets, meaning more mineral processors and miners are likely to reach the public offering stage in this manner before the year ends.
