KCAC-UN 10-K & 10-Q changes, risk factors and insider trading
Kensington Capital Acquisition Corp. VI (also KCAC-WT, KCA-UN) · NYSE · Industrial Inorganic Chemicals · CIK 2102713 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
As of the date of this Quarterly Report on Form
10-Q,
there have been no material changes to the risk factors disclosed in our final prospectus relating to our Initial Public Offering filed with the SEC on March 5, 2026. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Business Combination Agreement”
New heading “Placement Agent Agreements”
Largest changes
“On June 8, 2026 and June 9, 2026, we engaged Cohen & Company Securities, LLC (“CCM”) as a placement agent and Drexel Hamilton, LLC (“DH”), as a junior placement agent (the “Placement Agents”) in connection with a private placement transaction related to a potential de-SPAC transaction involving a target. Upon the closing of the private placement, we will pay transaction fees to CCM and DH equal to 95% and 5%, respectively, of 3% of the gross proceeds raised in the private placement certain investors as defined in the respective agreements. …”see in full comparison
“On July 21, 2026 we entered into a Business Combination agreement with Merger Sub I, Merger Sub II, Nth Cycle, Inc., a Delaware corporation (“Nth Cycle”), and our Sponsor, pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub I will merge with and into Nth Cycle, with Nth Cycle continuing as the surviving company (the “First Merger” and the effective time of such First Merger, the “First Effective Time”); …”see in full comparison
“For the six months ended June 30, 2026, we had a net loss of $8,381,997, which consists of general and administrative costs of $728,147, the fair value of warrant liability in excess of purchase price of Private Placement Warrants of $714,753, a loss on the change in fair value of Private Placement Warrant derivative liabilities of $9,498,443 and transaction costs allocable to the Private Placement Warrant derivative liabilities of $23,338 offset by interest earned on cash and marketable securities held in Trust Account of $2,582,684.”see in full comparison
“Homeland Merger Sub, Inc. (“Merger Sub I”) and Homeland Merger Sub II, LLC (“Merger Sub II) were incorporated in Delaware on July 17, 2026, as our wholly owned subsidiaries. They were formed for the purpose of effectuating the First and Second Merger with Nth Cycle prior to the transactions as contemplated in the Business Combination Agreement (discussed below) to facilitate the consummation of the proposed Business Combination.”see in full comparison
Full comparison: every changed paragraph (14)
Homeland Merger Sub, Inc. (“Merger Sub I”) and Homeland Merger Sub II, LLC (“Merger Sub II) were incorporated in Delaware on July 17, 2026, as our wholly owned subsidiaries. They were formed for the purpose of effectuating the First and Second Merger with Nth Cycle prior to the transactions as contemplated in the Business Combination Agreement (discussed below) to facilitate the consummation of the proposed Business Combination.
Business Combination Agreement
On July 21, 2026 we entered into a Business Combination agreement with Merger Sub I, Merger Sub II, Nth Cycle, Inc., a Delaware corporation (“Nth Cycle”), and our Sponsor, pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub I will merge with and into Nth Cycle, with Nth Cycle continuing as the surviving company (the “First Merger” and the effective time of such First Merger, the “First Effective Time”); and then Nth Cycle will immediately thereafter merge with and into Merger Sub II, with Merger Sub II continuing as the surviving company (the “Second Merger”; the First Merger and the Second Merger are referred to as the “Mergers”) but will change its name to Nth Cycle, LLC (“the Business Combination Agreement”). The transactions contemplated by the Business Combination Agreement, including our domestication as a Delaware corporation and the Mergers, are referred to herein as the “Business Combination.” In connection with the closing of the Business Combination (the “Closing”), we will change our name to “Nth Cycle Holdings, Inc.” (such company after the Closing, “New Nth Cycle”). After the completion of the Business Combination, New Nth Cycle’s common stock is expected to trade on the New York Stock Exchange under the symbol “NTH.”
We have neither engaged in any operations nor generated any revenues to date. Our only activities from December 4, 2025 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash and marketable securities held in a trust account (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended MarchJune 31,30, 2026, we had a net loss of $759,059,$7,622,938, which consists of general and administrative costs of $172,892, the fair value of warrant liability in excess of purchase price of Private Placement Warrants of $714,753,$555,255, a loss on the change in fair value of Private Placement Warrant derivative liabilities of $337,109 and transaction costs allocable to the Private Placement Warrant derivative liabilities of $23,338$9,161,334 offset by interest earned on cash and marketable securities held in Trust Account of $489,033.$2,093,651.
For the six months ended June 30, 2026, we had a net loss of $8,381,997, which consists of general and administrative costs of $728,147, the fair value of warrant liability in excess of purchase price of Private Placement Warrants of $714,753, a loss on the change in fair value of Private Placement Warrant derivative liabilities of $9,498,443 and transaction costs allocable to the Private Placement Warrant derivative liabilities of $23,338 offset by interest earned on cash and marketable securities held in Trust Account of $2,582,684.
For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $304,965.$450,142. Net loss of $759,059$8,381,997 was affected by interest earned on cash and marketable securities held in Trust Account of $489,033$2,582,684 and offset by the fair value of warrant liability in excess of purchase price of Private Placement Warrants of $714,753, a loss on the change in fair value of Private Placement Warrant derivative liabilities of $337,109$9,498,443 and the transaction costs allocable to the Private Placement Warrant of $23,338. Changes in operating assets and liabilities usedprovided $132,073$278,005 of cash from operating activities.
As of MarchJune 31,30, 2026, we had cash and marketable securities held in the Trust Account of $230,489,033$232,582,684 (including approximately $489,033$2,582,684 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of MarchJune 31,30, 2026, we had cash of $2,055,621.$1,855,444. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. At the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $0.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of MarchJune 31,30, 2026, there is $200,000 outstanding under the Working Capital Loans.
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
Placement Agent Agreements
On June 8, 2026 and June 9, 2026, we engaged Cohen & Company Securities, LLC (“CCM”) as a placement agent and Drexel Hamilton, LLC (“DH”), as a junior placement agent (the “Placement Agents”) in connection with a private placement transaction related to a potential de-SPAC transaction involving a target. Upon the closing of the private placement, we will pay transaction fees to CCM and DH equal to 95% and 5%, respectively, of 3% of the gross proceeds raised in the private placement certain investors as defined in the respective agreements. In addition, we shall reimburse each Placement Agent for out-of-pocket expenses of up to $80,000 upon consummation of the private placement or termination of the agreements. As of June 30, 2026, no private placement had closed, and no amounts were due under these agreements. Accordingly, no liability was recognized in the accompanying condensed balance sheets.
The preparation of the unaudited condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could materially differ from those estimates. We used a third-party valuation expert to determine the fair value of both the Public and Private Placement Warrants at inception and on a quarterly and annual basis for the Private Placement Warrants. As of MarchJune 31,30, 2026 and December 31, 2025, other than the Public and Private Placement Warrants, we did not have any critical accounting estimates to be disclosed.
KCAC-UN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding KCAC-UN (13F)
None of the 59 investors we track reported a position in their latest 13F.