As filed with the Securities and Exchange Commission on September 17, 2026.

File No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Kensington Capital Acquisition Corp. VI*(Exact name of registrant as specified in its charter)

For Co-Registrants, see “Table of Co-Registrants” on the following page.

1400 Old Country Road, Suite 301

Westbury, New York11590

(703) 674-6514

(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)

Justin Mirro

Chief Executive Officer

1400 Old Country Road, Suite 301Westbury, NY11590

(703) 674-6514

(Name, address, including zip code and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public: As soon as practicable after (i) this registration statement is declared effective and (ii) upon completion of the applicable transactions described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering: ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: ☐

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

* Prior to the consummation of the Business Combination described herein, the Registrant intends to effect a deregistration under Section 206 of the Companies Act (Revised) of the Cayman Islands and a domestication under Section 388 of the Delaware General Corporation Law, pursuant to which the Registrant’s jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. All securities being registered will be issued by Kensington Capital Acquisition Corp. VI (after its domestication as a corporation incorporated in the State of Delaware), the continuing entity following the Domestication, which will be renamed “Nth Cycle Holdings, Inc.”

The Registrant and Co-Registrant hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant and Co-Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF CO-REGISTRANTS

Nth Cycle, Inc.

15 Blue Sky Drive

Burlington, MA 01803

c/o Megan O'Connor

Nth Cycle, Inc.

15 Blue Sky Drive

Burlington, MA 01803

The information in this preliminary proxy statement/prospectus is not complete and may be changed. These securities may not be issued until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and does not constitute the solicitation of an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION DATED SEPTEMBER 17, 2026

PROXY STATEMENT FOR EXTRAORDINARY GENERAL MEETING OF

KENSINGTON CAPITAL ACQUISITION CORP. VI

(A CAYMAN ISLANDS EXEMPTED COMPANY)

PROSPECTUS FOR UP TO 141,557,342 SHARES OF COMMON STOCK

AND WARRANTS TO PURCHASE

UP TO 38,000,000 SHARES OF COMMON STOCK

OF

KENSINGTON CAPITAL ACQUISITION CORP. VI

(TO BE RENAMED “NTH CYCLE HOLDINGS, INC.” IN CONNECTION WITH THE

DOMESTICATION IN THE STATE OF DELAWARE AND THE BUSINESS COMBINATION

DESCRIBED HEREIN)

On July 21, 2026, the board of directors (the “Kensington Board”) of Kensington Capital Acquisition Corp. VI, a Cayman Islands exempted company (“Kensington”), unanimously approved the form, terms and provisions of the Business Combination Agreement, dated as of July 21, 2026, by and among Kensington, Homeland Merger Sub, Inc., a Delaware corporation and direct wholly owned subsidiary of Kensington (“Merger Sub I”), Homeland Merger Sub II, LLC, a Delaware limited liability company and direct wholly owned subsidiary of Kensington (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Nth Cycle, Inc., a Delaware corporation (“Nth Cycle”), and (solely for the limited purposes set forth therein) Kensington Capital Sponsor VI LLC, a Delaware limited liability company (the “Sponsor”), (as it may be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination Agreement”), pursuant to which, among other things and subject to the terms and conditions therein: (1) Kensington will change its jurisdiction of incorporation by deregistering from the Cayman Islands by way of continuation out of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”, and Kensington after the Domestication, “Post-Domestication Kensington”), (2) Merger Sub I will merge with and into Nth Cycle (the “First Merger”), with Nth Cycle surviving the First Merger as a wholly owned subsidiary of Kensington (Nth Cycle, in its capacity as the surviving corporation of the First Merger, is sometimes referred to as the “Surviving Corporation”), and immediately following the effectiveness of the First Merger, the Surviving Corporation will merge with and into Merger Sub II (the “Second Merger” and together with the First Merger, the “Mergers”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of Kensington (Merger Sub II, in its capacity as the surviving entity of the Second Merger, is sometimes referred to as the “Nth Cycle OpCo”), and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated (such transactions, together with the Mergers and the Domestication, the “Business Combination” and the consummation of the Business Combination, the “Closing”). In connection with the Business Combination, Kensington will change its name to “Nth Cycle Holdings, Inc.” (such company after the closing of the Business Combination, “New Nth Cycle”). A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Subject to the satisfaction or waiver of the conditions set forth in the Business Combination Agreement, including approval of Kensington’s shareholders, (a) immediately prior to the Domestication, pursuant to that certain Sponsor Support Agreement, dated as of July 21, 2026 (the “Sponsor Support Agreement”), by and among Kensington, Nth Cycle and Kensington Capital Sponsor VI LLC, a Delaware limited liability company (the “Sponsor”), the holders of the Class B ordinary shares of Kensington, par value $0.0001 per share (each, a “Kensington Class B Share”, and the holders, the “Kensington Class B Shareholders”), will elect to convert each Kensington Class B Share, on a one-for-one basis, into a Class A ordinary share of Kensington, par value $0.0001 per share (each, a “Kensington Class A Share” and together with the Kensington Class B Shares, the “Kensington Ordinary Shares”) (the “Sponsor Share Conversion”); (b) in connection with the Domestication, (i) each of the then issued and outstanding Kensington Class A Shares will convert automatically, on a one-for-one basis, into a share of Post-Domestication Kensington’s common stock, par value $0.0001 per share (the “New Nth Cycle Common Stock”); (ii) each of the then issued and outstanding warrants to purchase Kensington Class A Shares (“Kensington Warrants”) will become automatically exercisable, on a one-for-one basis, for one share of New Nth Cycle Common Stock; (iii) each of the then issued and outstanding units of Kensington sold in Kensington’s initial public offering, each consisting of one Kensington Class A Share, one-quarter of one Class 1 public warrant to purchase one Kensington Class A Share (each, a “Kensington Class 1 Warrant”) and three-quarters of one Class 2 public warrant to purchase one Kensington Class A Share (each, a “Kensington Class 2 Warrant”) (each such unit, a “Kensington Original Unit”) will convert automatically, on a one-for-one basis, into a unit of Post-Domestication Kensington (each, a “Domesticated Kensington Unit”); and (iv) each of the then issued and

outstanding new units of Kensington that began trading on April 24, 2026, each consisting of one Kensington Class A Share and three-quarters of one Kensington Class 2 Warrant (the “Kensington New Units”) will convert automatically, on a one-for-one basis, into a new unit of Post-Domestication Kensington (each, a “New Nth Cycle New Unit”).

Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, immediately prior to the effective time of the First Merger (the “First Effective Time”):

Pursuant to the Business Combination Agreement, at the First Effective Time, each share of Nth Cycle Common Stock that is issued and outstanding immediately prior to the First Effective Time but following the conversions described in clauses (1) – (4) above (such conversions collectively referred to as the “Pre-Closing Conversions”) other than any shares of Nth Cycle Common Stock owned by Kensington, Merger Sub I, Merger Sub II, or Nth Cycle immediately prior to the First Effective Time, will be cancelled and converted into the right to receive (A) a number of shares of New Nth Cycle Common Stock equal to the quotient of 50,700,200 divided by the fully diluted capital of Nth Cycle immediately prior to the First Effective Time but following the Pre-Closing Conversions (such quotient, the “Exchange Ratio”) and (B) a contingent right to receive earnout shares following the Closing as described below and in accordance with the Business Combination Agreement (together, the “Merger Consideration”).

Following the Closing, each holder of Nth Cycle Common Stock who receives shares of New Nth Cycle Common Stock as Merger Consideration in connection with the First Merger, together with each holder, as of immediately prior to the Closing, of a Nth Cycle Option, a Nth Cycle RSU or a Nth Cycle Restricted Stock Award (each, a “Nth Cycle Earnout Stockholder”), will have the contingent right to receive such holder’s pro rata portion of two potential tranches of earnout shares, in each case based on such holder’s applicable percentage (its “Nth Cycle Earnout Stockholder Portion”) calculated as (a) the sum of (x) the number of shares of New Nth Cycle Common Stock issued to such holder at the Closing as Merger Consideration and (y) the number of shares of New Nth Cycle Common Stock underlying the securities exchanged for such holder’s Nth Cycle Restricted Stock Award, Nth Cycle Option or Nth Cycle RSU, as applicable, in connection with the First Merger as further described in clauses (2) – (4) below (such exchanged securities, the “New Nth Cycle Securities”), divided by (b) the sum of (i) the aggregate number of shares of New Nth Cycle Common Stock issued as Merger Consideration in connection with the First Merger and (ii) the aggregate number of shares of New Nth Cycle Common Stock underlying all New Nth Cycle Securities issued in connection with the First Merger. The two earnout tranches are: (a) if, at any time during the seven (7) years following the Closing Date, the last reported sale price of the New Nth Cycle Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) days on which New Nth Cycle Common Stock are actually traded on the NYSE (such days, “Trading Days”) within any thirty (30) Trading Day period (the “Trading Earnout Achievement Date”), New Nth Cycle will issue to each Nth Cycle Earnout Stockholder its Nth Cycle Earnout Stockholder Portion of an aggregate 10,000,000 additional shares of New Nth Cycle Common Stock (the “Trading Earnout Consideration”); and (b) if, at any time during the seven (7) years following the Closing Date, Nth Cycle achieves mechanical completion of its first major black mass refinery in the United States with a minimum capacity of 6,000 tonnes per year (“tpy”) (the “Refinery Earnout Achievement Date”), New Nth Cycle will issue to each Nth Cycle Earnout Stockholder its Nth Cycle Earnout Stockholder Portion of an aggregate 10,000,000 additional shares of New Nth Cycle Common Stock (the “Refinery Earnout

Consideration” and, together with the Trading Earnout Consideration, the “Earnout Consideration”), resulting in the issuance of up to 20,000,000 additional shares of New Nth Cycle Common Stock in the aggregate (the “Earnout Shares”), in each case on the terms and subject to the conditions set forth in the Business Combination Agreement.

Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the First Effective Time:

At the First Effective Time, by virtue of the First Merger and without any further action on the part of Kensington, the Merger Subs, Nth Cycle or any holder of Domesticated Kensington Units or New Nth Cycle New Units, (i) the exercise period of any Kensington Class 2 Warrant that becomes exercisable for New Nth Cycle Common Stock in connection with the Domestication (each, a “Domesticated Kensington Class 2 Warrant”) (or fraction thereof) that is attached to a share of New Nth Cycle Common Stock that is redeemed in accordance with the Business Combination Agreement will (without any further action) be terminated upon the redemption of such share; (ii) there will be no distinction between the Kensington Class 1 Warrants that become exercisable for New Nth Cycle Common Stock in connection with the Domestication (each, a “Domesticated Kensington Class 1 Warrant”) and the Domesticated Kensington Class 2 Warrants whose Exercise Period is not terminated pursuant to the preceding clause (i) (the “Domesticated Kensington Public Warrants”); and (iii) the Domesticated Kensington Units and the New Nth Cycle New Units will cease to trade, and the New Nth Cycle Common Stock and the New Nth Cycle Public Warrants will separately trade. This proxy statement/prospectus covers (A) 141,557,342 shares of New Nth Cycle Common Stock that are to be issued or may be issuable (including (i) up to 32,857,142 shares of New Nth Cycle Common Stock upon the conversion of Kensington Ordinary Shares into New Nth Cycle Common Stock, (ii) up to an estimated 70,700,200 shares of New Nth Cycle Common Stock to the Nth Cycle securityholders in connection with the Business Combination (including up to 20,000,000 shares issuable as Earnout Consideration), and (iii) up to 38,000,000 shares of New Nth Cycle Common Stock issuable upon exercise of the New Nth Cycle Warrants, and (B) up to 38,000,000 New Nth Cycle Warrants upon the conversion of Kensington Warrants.

The obligations of Kensington and Nth Cycle to consummate the Business Combination are subject to the satisfaction or waiver of other customary closing conditions, including without limitation: (i) the adoption and/or approval, as applicable, by Kensington’s shareholders (the “Kensington Shareholder Approval”) of (A) the Business Combination Agreement and the Business Combination in accordance with applicable law and exchange rules and regulations, (B) the Domestication, (C) the proposed charter and the bylaws of New Nth Cycle upon Domestication, including any separate or unbundled advisory proposals as are required to implement the foregoing, (D) the issuance of shares of New Nth Cycle Common Stock, as required by NYSE Listing Rule 312.03, (E) the equity incentive plan of New Nth Cycle as described in the Business Combination Agreement, (F) the appointment of director nominees in accordance with the terms

in the Business Combination Agreement, (G) any other proposals as the SEC (or staff member thereof) may indicate are necessary in its comments to this proxy statement/prospectus, and (H) any other proposals as reasonably agreed to by the parties to the Business Combination Agreement to be necessary or appropriate in connection with the Business Combination (such proposals in (A) through (H), together, the “Transaction Proposals”), (ii) the approval of the Business Combination Agreement and the Business Combination (including the Mergers) by the affirmative vote or written consent of the stockholders of Nth Cycle, pursuant to the terms and in accordance with satisfaction of the conditions of the organizational documents of Nth Cycle and applicable law, (iii) no adverse law or order, (iv) the Registration Statement on Form S-4 (the “Registration Statement”) of which this proxy statement/prospectus forms a part becoming effective, (v) approval of the listing of the New Nth Cycle Common Stock on the NYSE (as defined below), subject to satisfaction of the round lot holders requirement for initial listing, (vi) the accuracy of the representations and warranties and the performance of the covenants and agreements of each of the parties to the Business Combination Agreement, in each case subject to certain qualifiers, (vii) the delivery of customary closing documents and the duly executed lock-up agreements (described below), (viii) the expiration of all waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act (the “HSR Act”), if any, with respect to the Business Combination, and (ix) the completion of the Domestication.

The Kensington Original Units, Kensington New Units, Kensington Class A Shares and Kensington Warrants (collectively, the “Public Securities”) are currently listed on the New York Stock Exchange (“NYSE”) under the symbols “KCAC.U,” “KCA.U,” “KCAC,” and “KCAC.W,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the New Nth Cycle Common Stock issued as merger consideration must be conditionally approved for listing on NYSE, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the New Nth Cycle Common Stock and the New Nth Cycle Warrants are intended to be listed, subject to NYSE approval, under the proposed symbols “NTH” and "NTH.W”, respectively. It is important for you to know that, at the time of Kensington’s extraordinary general meeting, the parties may not have received from NYSE either confirmation of the listing of the New Nth Cycle Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New Nth Cycle Common Stock would not be listed on any nationally recognized securities exchange.

In connection with Kensington’s initial public offering consummated on March 5, 2026 (the “IPO”), the Sponsor, and Kensington’s directors and executive officers entered into letter agreements to vote their Kensington Ordinary Shares in favor of the Business Combination Proposal (as defined herein). Further, concurrently with the execution of the Business Combination Agreement, the Sponsor, Kensington and Nth Cycle entered into the Sponsor Support Agreement, pursuant to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owned approximately 30% of the total outstanding Kensington Ordinary Shares.

There are no agreements, arrangements, or understandings between the Sponsor and Kensington, its officers, directors, or affiliates with respect to determining whether to proceed with the Business Combination or any other initial business combination.

Material Financing Transactions

Simultaneously with the consummation of the IPO, the Sponsor purchased 11,533,333 warrants (the “Private Placement Warrants”) in a private placement, at a price of $0.43 per warrant, generating total proceeds of $5,000,000 and the underwriters in the IPO purchased an aggregate of 3,066,667 Private Placement Warrants in a private placement, at a price of $0.75 per warrant, generating total proceeds of $2,300,000.

Since the IPO, there has not been any material financing of Kensington. However, if necessary in order to fund working capital deficiencies or finance transaction costs in connection with the Business Combination, the Sponsor, or certain of Kensington’s officers and directors or their affiliates, may, but are not obligated to, loan funds to Kensington as may be required. If Kensington completes the Business Combination or another initial business combination, it would repay such loaned amounts. In the event that the Business Combination or another initial business combination does not close, Kensington may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment. Up to $2,000,000 of such working capital loans may be convertible into working capital warrants that are substantially identical to the Private Placement Warrants at a price of $0.50 per warrant at the option of the lender. As of June 30, 2026, Kensington had $200,000 outstanding under the Working Capital Loans that may be convertible into working capital warrants that are substantially identical to the Private Placement Warrants at a price of $0.50 per warrant.

The Sponsor has informed Kensington of the following: that the Sponsor intends to convert the loan into 400,000 warrants on the same terms as the Private Placement Warrants (as contemplated by the Kensington Warrant Agreement pursuant to which the Private Placement Warrants were issued) at the same time the Business Combination is completed and for such warrants to be issued equally to Kensington Capital Partners, LLC, which is the managing member of Kensington’s Sponsor and an affiliate of Justin Mirro, Kensington’s Chief Executive Officer and Chairman (“Kensington Capital Partners”) and DEHC LLC, an affiliate of Daniel Huber, Kensington’s Chief Financial Officer ("DEHC"), each of which had advanced one-half of such amount to the Sponsor in order for the loan to be made.

In connection with the transactions contemplated by the Business Combination Agreement, on July 21, 2026, Kensington and the accredited investors named therein (the “PIPE Investors”) entered into certain securities purchase agreements (the “PIPE Subscription Agreements”). Pursuant to the PIPE Subscription Agreements, the PIPE Investors agreed, among other things, to purchase, at Closing, 4,000,000 shares of New Nth Cycle Common Stock for a PIPE Investment Amount of $40,000,000, in exchange for cash (such investment, the “PIPE Investment”).

Compensation of the Sponsor and its Affiliates

In connection with the Business Combination, the Sponsor will receive (i) up to 9,857,142 shares of New Nth Cycle Common Stock upon the conversion of 9,857,142 Founder Shares, which were initially purchased in a private placement that closed prior to the IPO for approximately $0.003 per share (such number of shares subject to reduction in accordance with the Sponsor Lock-Up Agreement (defined herein)) and (ii) 11,533,333 New Nth Cycle Warrants (each such warrant to become exercisable for one share of New Nth Cycle Common Stock at $11.50 per share), which were initially purchased in a private placement that closed concurrently with the IPO for $0.43 per warrant. See “Questions and Answers for Shareholders — What is the effective purchase price attributed to the New Nth CycleCommon Stock to be received by the Public Shareholders and the Sponsor?”

Commencing March 3, 2026, we agreed to pay each of Kensington Capital Partners and DEHC $20,000 per month for 18 months, in each case for certain administrative and other services, with any unpaid amounts becoming due and payable upon the consummation of an initial business combination.

Other than as described above, as of the date of this proxy statement/prospectus, no compensation of any kind, including finder’s and consulting fees, have been paid to the Sponsor, members of our management team, or any of their affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, Kensington may pay consulting, success or finder fees to these entities or individuals, or their respective affiliates in connection with the consummation of the Business Combination, and Kensington may engage the Sponsor or an affiliate of the Sponsor as an advisor or otherwise in connection with the Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Except as set out in the immediately preceding sentence, as of the date of this proxy statement/prospectus, no terms for any such arrangements have been determined and no written agreements exist with respect to such arrangements. Additionally, these entities or individuals may be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. As of the date of this proxy statement/prospectus, there are no out-of-pocket expenses to be reimbursed. The reimbursement of expenses and advances and the securities issued to the Sponsor may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination” and “Information About Kensington — Executive and Director Compensation”.

Potential Conflicts of Interest in Connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (i) the Sponsor, Kensington’s officers and directors, Nth Cycle’s officers and directors and (ii) unaffiliated security holders of Kensington. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the compensation of Kensington’s directors and officers and the compensation of the Sponsor and Kensington in connection with the Business Combination. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination”. Nth Cycle’s directors and executive officers have interests in the Business Combination that are different from, or in addition to, those of the Kensington shareholders and warrant holders generally. See “Interests of Directors and Executive Officers in the Business Combination”.

Extraordinary General Meeting

Kensington will hold an extraordinary general meeting (the “extraordinary general meeting”) to consider matters relating to the Business Combination and vote on the Transaction Proposals at 10:00 a.m., Eastern Time, on , 2026. For the purposes of the Cayman Constitutional Documents, the physical location of the extraordinary general meeting will be at the offices of Hughes Hubbard & Reed LLP at One Battery Park Plaza, New York, New York 10004. You or your proxyholder will be able to attend and vote at the extraordinary general meeting online by visiting and using a control number assigned by Continental Stock Transfer & Trust Company. To register and receive access to the extraordinary general meeting, registered shareholders and beneficial shareholders (those holding shares through a stock brokerage account or by a bank or other holder of record) will need to follow the instructions applicable to them provided in the accompanying proxy statement/prospectus.

After careful consideration, the Kensington Board has unanimously approved the Business Combination Agreement and the proposals described in this proxy statement/prospectus. The Kensington Board has also determined that it is in the best interests of Kensington to complete the Business Combination. For more information, see “Proposal No. 1 — The Business Combination Proposal — Background of the Business Combination”. The Kensington Board recommends that you vote “FOR” each proposal described in this proxy statement/prospectus.

If you are a shareholder and have any questions about how to vote or direct a vote in respect of your Kensington Ordinary Shares, you may call Sodali & Co, Kensington's proxy solicitor, by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing KCAC@info.sodali.com. The notice of the extraordinary general meeting and the proxy statement/prospectus relating to the Business Combination will be available at .

This proxy statement/prospectus provides shareholders of Kensingtonwith detailed information about the Business Combination and other matters to be considered at the extraordinary general meeting of Kensington. We encourage you to read this entire document, including the Annexes and other documents referred to herein, carefully and in their entirety. It also contains or references information about Kensington, Nth Cycle and New Nth Cycle and certain related matters. You are encouraged to read this proxy statement/prospectus carefully. In particular, when you consider the recommendation regarding these proposals by Kensington Board, you should keep in mind that the Sponsor and Kensington’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a shareholder. For instance, the Sponsor and Kensington’s officers and directors will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Kensington. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination” for a further discussion of these considerations. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 29 of the accompanying proxy statement/prospectus.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated , 2026 and is first being mailed to Kensington’s shareholders on or about , 2026.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED SEPTEMBER 17, 2026

KENSINGTON CAPITAL ACQUISITION CORP. VI

1400 Old Country Road, Suite 301

Westbury, NY 11590

NOTICE OF EXTRAORDINARY GENERAL MEETING TO BE HELD ON , 2026

TO THE SHAREHOLDERS OF KENSINGTON CAPITAL ACQUISITION CORP. VI:

You are cordially invited to attend the extraordinary general meeting of Kensington Capital Acquisition Corp. VI, a Cayman Islands exempted company (“Kensington”), to be held at 10:00 a.m., Eastern Time, on , 2026, at the offices of Hughes Hubbard & Reed LLP located at One Battery Park Plaza, New York, NY 10004, and virtually via live webcast at . The extraordinary general meeting will be held for the following purposes:

Proposal No. 1 — The Business Combination Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the Business Combination Agreement (the “Business Combination Agreement”), dated as of July 21, 2026, by and among Kensington, Homeland Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of Kensington (“Merger Sub I”), Homeland Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Kensington (“Merger Sub II”), Nth Cycle, Inc., a Delaware corporation (“Nth Cycle”), and (for the limited purpose set forth therein) Kensington Capital Sponsor VI LLC, a Delaware limited liability company (the “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. Following consummation of the Mergers, Nth Cycle will become a wholly-owned subsidiary of Kensington. We refer to this proposal as the “Business Combination Proposal”. A copy of the Business Combination Agreement is attached to the accompanying proxy statement/prospectus as Annex A.

Proposal No. 2 — The Domestication Proposal — To consider and vote upon a proposal to approve, by special resolution, the domestication of Kensington as a Delaware corporation (the “Domestication”), which will be accomplished by de-registering Kensington from the Register of Companies in the Cayman Islands and transferring by way of continuation out of the Cayman Islands and into the State of Delaware so as to migrate and domesticate as a Delaware corporation in accordance with the amended and restated memorandum and articles of association of Kensington (as may be amended from time to time, the “Cayman Constitutional Documents”), Section 388 of the Delaware General Corporation Law (the “DGCL”) and Part XII of the Companies Act (Revised) of the Cayman Islands (the “Companies Act”). The Domestication will be effected at least one day prior to the closing (the “Closing”) of the transactions contemplated by the Business Combination Agreement (the “Business Combination”)by Kensington filing (a) all applicable documents required to be filed and paying all applicable fees required to be paid, and causing the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Companies Act, and (b) a certificate of corporate domestication and the proposed new certificate of incorporation (the “Proposed Charter”) of Kensington following the Domestication and the Closing (“New Nth Cycle”) with the Delaware Secretary of State. Upon the effectiveness of the Domestication, Kensington will re-domicile as and become a Delaware corporation and all outstanding securities of Kensington will convert to outstanding securities of New Nth Cycle, as described in more detail in the accompanying proxy statement/prospectus. We refer to this proposal as the “Domestication Proposal”.

Proposal No. 3 — The Stock Issuance Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, including for purposes of complying with the Section 312.03 of the NYSE Listed Company Manual, the issuance by New Nth Cycle of (A) up to 4,000,000 shares of common stock of New Nth Cycle, par value $0.0001 per share (“New Nth Cycle Common Stock”) to certain accredited investors (the “PIPE Investors”) signatory to the Securities Purchase Agreements, dated July 21, 2026, by and between Kensington and the respective PIPE Investors; and (B) up to an estimated 70,700,200 shares of New Nth Cycle Common Stock to the Nth Cycle securityholders in connection with the Business Combination (including up to 20,000,000 shares issuable as Earnout Consideration). We refer to this proposal as the “Stock Issuance Proposal”.

Proposal No. 4 — Organizational Documents Proposal — To consider and vote upon a proposal to approve, by special resolution, the Proposed Charter and the proposed new bylaws (the “Proposed Bylaws” and, together with the Proposed Charter, the “Proposed Organizational Documents”) of New Nth Cycle in connection with the Domestication. We refer to this proposal as the “Organizational Documents Proposal”. The form of each of the Proposed Charter and the Proposed Bylaws is attached to the accompanying proxy statement/prospectus as Annex Band Annex C, respectively.

Proposal No. 5 — The Advisory Organizational Documents Proposals — To consider and vote upon the following six separate proposals (collectively, the “Advisory Organizational Documents Proposals”) to approve on a non-binding advisory basis by special resolution the following material differences between the Cayman Constitutional Documents and the Proposed Organizational Documents:

Advisory Organizational Documents Proposal 5A — Under the Proposed Organizational Documents, New Nth Cycle would be authorized to issue (A) shares of New Nth Cycle Common Stock and (B) shares of New Nth Cycle preferred stock.

Advisory Organizational Documents Proposal 5B — The Proposed Organizational Documents would adopt (a) Delaware as the exclusive forum for certain stockholder litigation and (b) the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended.

Advisory Organizational Documents Proposal 5C — The Proposed Charter would require the affirmative vote of at least two-thirds of the total voting power of all then-outstanding shares of New Nth Cycle to amend, alter, repeal or rescind certain provisions of the Proposed Charter.

Advisory Organizational Documents Proposal 5D —The Proposed Charter would require the affirmative vote of at least two-thirds of the outstanding shares entitled to vote at an election of directors, voting together as a single class, to remove a director, only for cause.

Advisory Organizational Documents Proposal 5E — The Proposed Charter would prohibit stockholder action by written consent in lieu of a meeting and require stockholders to take action at an annual or special meeting.

Advisory Organizational Documents Proposal 5F — The Proposed Charter would (1) change the corporate name from “Kensington Capital Acquisition Corp. VI” to “Nth Cycle Holdings, Inc.”, (2) make New Nth Cycle’s corporate existence perpetual and (3) remove certain provisions related to Kensington’s status as a blank check company that will no longer be applicable upon consummation of the Business Combination.

Proposal No. 6 — New Nth Cycle Incentive Plan Proposal — To consider and vote upon a proposal, by ordinary resolution, that the Nth Cycle 2026 Incentive Award Plan (the “New Nth Cycle Incentive Plan”) be adopted and approved. We refer to this proposal as the “New Nth Cycle Incentive Plan Proposal”.

Proposal No. 7 — The Adjournment Proposal — To consider and vote upon a proposal to approve, by ordinary resolution, the adjournment of the extraordinary general meeting to a later date or dates, if necessary or convenient, (i) to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with the approval of one or more proposals at the extraordinary general meeting, (ii) if Kensington determines that one or more of the conditions to Closing is not or will not be satisfied or waived or (iii) to facilitate the Domestication, the Mergers or any other Transaction. We refer to this proposal as the “Adjournment Proposal”.

These items of business are described in the accompanying proxy statement/prospectus, which we encourage you to read carefully and in its entirety before voting.

Only holders of record of Class A ordinary shares, par value $0.0001 per share, of Kensington (the “Kensington Class A Shares”) and the Kensington Class B Shares (together with the Kensington Class A Shares, the “Kensington Ordinary Shares”) at the close of business on , 2026 (the “Record Date”), are entitled to notice of and to have their votes counted at the extraordinary general meeting and any adjournment of the extraordinary general meeting.

The approval of each of the Domestication Proposal, the Organizational Documents Proposal and the Advisory Organizational Documents Proposals requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Kensington Ordinary Shares, who being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting.

The approval of each of the Business Combination Proposal, the Stock Issuance Proposal, the New Nth Cycle Incentive Plan Proposal and the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Kensington Ordinary Shares, who, being present in person or by proxy and entitled to vote at an extraordinary general meeting, vote at the extraordinary general meeting. The Business Combination was not structured to require the approval of at least a majority of Kensington’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

The accompanying proxy statement/prospectus and proxy card are being provided to Kensington’s shareholders in connection with the solicitation of proxies to be voted at the extraordinary general meeting and at any adjournment of the extraordinary general meeting. Whether or not you plan to attend the extraordinary general meeting, all of Kensington’s shareholders are urged to read the accompanying proxy statement/prospectus, including the Annexes and the documents referred to herein, carefully and in their entirety. You should also carefully consider the risk factors described under the heading “Risk Factors” beginning on page 29 of the accompanying proxy statement/prospectus.

After careful consideration, the board of directors of Kensington (the “Kensington Board”) has unanimously approved and determined to be in the best interests of Kensington and its shareholders the Business Combination and unanimously recommends that shareholders vote “FOR” the Business Combination Proposal and “FOR” all other proposals presented to Kensington’s shareholders in the accompanying proxy statement/prospectus. When you consider the recommendation of these proposals by the Kensington Board, you should keep in mind that the Sponsor and Kensington’s directors and officers, and/or their affiliates, have interests in the Business Combination that may conflict with your interests as a shareholder. For instance, the Sponsor and Kensington’s officers and directors, and/or their affiliates, will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidating Kensington. See “Proposal No.1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination” for a further discussion of these considerations.

In connection with the Business Combination, certain related agreements have been or will be entered into on or prior to the closing of the Business Combination, including the Registration Rights Agreement, the Sponsor Support Agreement, the Sponsor Lock-Up Agreement, the Stockholder Support Agreement, the Stockholder Lock-Ups and the PIPE Subscription Agreements (each as defined in the accompanying proxy statement/prospectus). See “Proposal No.1 — The Business Combination Proposal — Related Agreements” and “Certain Relationships and Related Person Transactions” in the accompanying proxy statement/prospectus for more information.

Pursuant to the Cayman Constitutional Documents, a holder of Kensington Class A Shares sold as part of the units offered by Kensington in its initial public offering (the “IPO,” and the Kensington Class A Shares offered therein, the “Public Shares,” and holders of such shares, the “Public Shareholders”) may request to redeem all or a portion of such holder’s Public Shares for cash if the Business Combination is consummated. In order to exercise your redemption rights with respect to your Public Shares, you must separate the Kensington Original Units (as defined in the accompanying proxy statement/prospectus) and receive, for each Kensington Original Unit, one-quarter (1/4) of one Kensington Class 1 Warrant and one Kensington New Unit (as defined in the accompanying proxy statement/prospectus). It is Kensington's understanding that this separation generally takes at least two business days to complete. As such, to the extent you desire to exercise your redemption rights, it is important that this separation occurs a sufficient amount of time in advance of the redemption deadline to ensure you are able to timely submit the Kensington New Unit for redemption of your Public Share in order to redeem your Public Share. Once you hold Kensington New Units, you are able to exercise the redemption right with respect to the underlying Public Share by timely submitting that Kensington New Unit for redemption of your Public Share. In connection with such redemption, the three-quarters (3/4) of one Kensington Class 2 Warrant in such Kensington New Unit will expire.

Redemption rights are not available to holders of Kensington Warrants in connection with the Business Combination.

In order to exercise your redemption rights with respect to your Public Shares, you must, prior to 4:30 p.m., Eastern Time, on , 2026 (two business days before the extraordinary general meeting), both:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30th Floor

New York, NY 10004

Attention: SPAC Redemption Team

E-mail: spacredemptions@continentalstock.com

Public Shareholders may elect to redeem Public Shares regardless of if or how they vote in respect of the Business Combination Proposal, and regardless of whether they hold Public Shares on the Record Date. If the Business Combination is not consummated, the Public Shares will be returned to the respective holder, broker or bank.

If a Public Shareholder properly exercises its right to redeem all or a portion of the Public Shares that it holds and timely delivers its share certificates (if any) and other redemption forms (as applicable) to Continental, and Kensington initiates the redemption of Public Shares in connection with the Business Combination (the “Redemption”) pursuant to the Cayman Constitutional Documents, Kensington will redeem such Public Shares for a per-share redemption price, payable in cash, equal to a per-share redemption price, payable in cash, equal to the aggregate amount then deposited in the trust account established at the consummation of the IPO (the “Trust Account”), calculated as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Kensington to pay Kensington's taxes, net of taxes payable, divided by the number of then issued Public Shares (the “Redemption Price”). For illustrative purposes, based on the Trust Account balance of approximately $232.6 million as of June 30, 2026, this would have amounted to approximately $10.11 per Public Share. Kensington cannot assure shareholders that they will be able to sell their Public Shares in the open market, even if the market price per share is higher than the Redemption Price stated above, as there may not be sufficient liquidity in our securities when our shareholders wish to sell their shares. If a Public Shareholder exercises its redemption rights in full, then it will be electing to exchange its Public Shares for cash and will no longer own Public Shares. Any request to redeem Public Shares, once made, may be withdrawn, only with Kensington’s consent, until the Redemption. If a Public Shareholder delivers its shares in connection with an election to redeem and subsequently decides prior to the deadline for submitting redemption requests not to elect to exercise such rights, it may request that Kensington instruct Continental to return the shares (physically or electronically). The holder can make such request by contacting Continental, at the address or email address listed in the accompanying proxy statement/prospectus. See “Extraordinary General Meeting of Kensington — Redemption Rights” of the accompanying proxy statement/prospectus for a detailed description of the procedures to be followed if you wish to redeem your Public Shares for cash.

Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares. Accordingly, if a Public Shareholder, alone or acting in concert or as a group, seeks to redeem more than 15% of the Public Shares, then any such shares in excess of that 15% limit would not be redeemed for cash.

The Sponsor and each director and officer of Kensington have agreed to, among other things, vote in favor of the Business Combination, and to waive their redemption rights in connection with the consummation of the Business Combination with respect to any Kensington Ordinary Shares held by them. None of Kensington’s Sponsor, directors or officers received separate consideration for their waiver of redemption rights. As of the Record Date, Kensington’s Sponsor, directors and officers owned an aggregate of 9,857,142 Kensington Ordinary Shares, representing approximately 30.0% of the total outstanding Kensington Ordinary Shares.

The Business Combination Agreement is subject to the satisfaction or waiver of certain customary closing conditions, including without limitation: (i) approval of the Condition Precedent Proposals by Kensington’s Shareholders, (ii) the approval of the Business Combination Agreement and the Business Combination (including the Mergers) by the affirmative vote or written consent of the stockholders of Nth Cycle, pursuant to the terms and in accordance with satisfaction of the conditions of the organizational documents of Nth Cycle and applicable law, (iii) no adverse law or order, (iv) the Registration Statement becoming effective, (v) approval of the listing of the New Nth Cycle Common Stock on the NYSE, subject to satisfaction of the initial listing requirements, (vi) the accuracy of the representations and warranties of each party to the Business Combination Agreement and the performance of the covenants and agreements of the parties, in each case subject to certain qualifiers, (vii) the delivery of customary closing documents and the duly executed lock-up agreements, (viii) the expiration of all waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), if any, with respect to the Business Combination, and (ix) the completion of the Domestication. We cannot assure you as to whether these conditions will be satisfied or waived.

The Kensington Original Units, Kensington Class A Shares, Kensington New Units and Kensington Warrants are currently listed on the NYSE under the symbols “KCAC.U,” “KCAC,” “KCA.U,” and “KCAC.W,” respectively. Pursuant to the terms of the Business Combination Agreement, as a closing condition, the New Nth Cycle Common Stock issued as merger consideration must be conditionally approved for listing on the NYSE, but there can be no assurance that such listing condition will be met. If such listing condition is not met, the Business Combination will not be consummated unless the listing condition is waived by the parties to the Business Combination Agreement. Following the Closing, the New Nth Cycle Common Stock and New Nth Cycle Warrants are intended to be listed, subject to NYSE approval, under the proposed symbols “NTH” and “NTH.W”, respectively. It is important for you to know that, at the time of Kensington’s extraordinary general meeting, the parties may not have received from the NYSE either confirmation of the listing of the New Nth Cycle Common Stock and New Nth Cycle Warrants or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further,

it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New Nth Cycle Common Stock and/or New Nth Cycle Warrants would not be listed on any nationally recognized securities exchange.

Material Financing Transactions

Simultaneously with the consummation of Kensington’s IPO, the Sponsor purchased 11,533,333 Private Placement Warrants in a private placement, at a price of approximately $0.43 per warrant, generating total proceeds of $5,000,000 and the underwriters in the IPO purchased an aggregate of 3,066,667 Private Placement Warrants in a private placement, at a price of $0.75 per warrant, generating total proceeds of $2,300,000.

Since Kensington’s IPO, there has not been any material financing of Kensington. However, if necessary in order to fund working capital deficiencies or finance transaction costs in connection with the Business Combination, the Sponsor, certain of Kensington’s officers and directors or their affiliates may, but are not obligated to, loan funds to Kensington as may be required. If Kensington completes the Business Combination or another initial business combination, it would repay such loaned amounts. In the event that the Business Combination or another initial business combination does not close, Kensington may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used for such repayment.

As of June 30, 2026, the Sponsor has made Working Capital Loans of $200,000 to Kensington. Such Working Capital Loans may be repaid out of the proceeds of the Trust Account released to Kensington or converted into warrants of the post-Business Combination entity at a price of $0.50 per warrant, such warrants to be identical to the Private Placement Warrants. The Sponsor has informed Kensington of the following: that the Sponsor intends to convert such amount into 400,000 warrants on the same terms as the Private Placement Warrants (as contemplated by the Kensington Warrant Agreement pursuant to which the Private Placement Warrants were issued) at the same time the Business Combination is completed and for such warrants to be issued equally to Kensington Capital Partners and DEHC, each of which had advanced one-half of such amount to the Sponsor in order for the loan to be made.

In connection with the transactions contemplated by the Business Combination Agreement, on July 21, 2026, Kensington entered into certain Securities Purchase Agreements (the “PIPE Subscription Agreements”) with certain accredited investors named therein (collectively, the “PIPE Investors”). Pursuant to the PIPE Subscription Agreements, the PIPE Investors agreed, among other things, to purchase at Closing, 4,000,000 shares of New Nth Cycle Common Stock at $10.00 per share, for an aggregate purchase price of $40,000,000.

Compensation of the Sponsor and its Affiliates

In connection with the Business Combination, the Sponsor will receive (i) up to 9,857,142 shares of New Nth Cycle Common Stock upon the conversion of the 9,857,142 Founder Shares, which were initially purchased in a private placement that closed prior to the IPO for approximately $0.003 per share (with up to 2,439,643 of such shares being subject to forfeiture based on redemptions, and an aggregate of 4,928,571 of such shares being subject to forfeiture unless, within seven years after the Closing Date, there is either a Change of Control (as defined in the Sponsor Lock-Up Agreement) or the last reported sales price of the New Nth Cycle Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period), and (ii) 11,533,333 New Nth Cycle Warrants in exchange for its 11,533,333 Private Placement Warrants.

Commencing March 3, 2026, we agreed to pay each of Kensington Capital Partners and DEHC $20,000 per month for 18 months, in each case for certain administrative and other services, with any unpaid amounts becoming due and payable upon the consummation of an initial business combination.

Other than as described above, no compensation of any kind, including finder’s and consulting fees, have been paid or will be paid to the Sponsor, members of our management team, or any of their affiliates, for services rendered prior to or in connection with the completion of the Business Combination. However, Kensington may pay consulting, success or finder fees to these entities or individuals, or their respective affiliates in connection with the consummation of the Business Combination, and Kensington may engage the Sponsor or an affiliate of the Sponsor as an advisor or otherwise in connection with the Business Combination and certain other transactions and pay such person or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Except as set out in the immediately preceding sentence, as of the date of this proxy statement/prospectus, no terms for any such arrangements have been determined and no written agreements exist with respect to such arrangements. Additionally, these entities or individuals may be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. As of the date of this proxy statement/prospectus, there are no out-of-pocket expenses to be reimbursed. The reimbursement of expenses and advances and the securities issued to the Sponsor may result in a material dilution of the equity interests of non-redeeming Public Shareholders. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination” and “Information About Kensington — Executive and Director Compensation”.

Potential Conflicts of Interest in Connection with the Business Combination

There may be actual or potential material conflicts of interest between or among (i) the Sponsor, Kensington’s officers and directors, Nth Cycle’s officers and directors, or any affiliates thereof, on the one hand, and (ii) unaffiliated security holders of Kensington, on the other hand. Such conflicts of interest may include a material conflict of interest arising in determining whether to proceed with the Business Combination, the economic interests of the Sponsor, Kensington’s and Nth Cycle’s directors and officers and certain of their respective affiliates in connection with the Business Combination. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination” and “Interests of Directors and Executive Officers in the Business Combination”.

For terms used in this notice but not otherwise defined herein, please refer to the Frequently Used Terms section of the accompanying proxy statement/prospectus.

Your vote is very important. Whether or not you plan to attend the extraordinary general meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement/prospectus to make sure that your shares are represented at the extraordinary general meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the extraordinary general meeting or any adjournment thereof. The transactions contemplated by the Business Combination Agreement will be consummated only if the Condition Precedent Proposals are approved at the extraordinary general meeting, and if the other conditions to closing are satisfied or waived. Each of the Condition Precedent Proposals is cross-conditioned on the approval of each other Condition Precedent Proposal. The Advisory Organizational Documents Proposals and the Adjournment Proposal are not conditioned upon the approval of any other proposal set forth in the accompanying proxy statement/prospectus.

If you are a shareholder entitled to attend and vote at this extraordinary general meeting, you may appoint a proxy or proxies to vote on your behalf. A proxy need not be a shareholder of Kensington.

If you sign, date and return your proxy card signed and without indicating how you wish to vote, your proxy card will appoint Justin Mirro and Dan Huber as your proxy to vote your shares in their discretion. Justin Mirro and Dan Huber will vote “FOR” each of the proposals described in this notice, and in accordance with their judgment on any other matters that may properly come before the extraordinary general meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the extraordinary general meeting in person, the effect will be, among other things, that your shares will not be counted for purposes of determining whether a quorum is present at the extraordinary general meeting and will not be voted. If you are a shareholder of record and you attend the extraordinary general meeting and wish to vote in person, you may withdraw your proxy and vote in person.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO CONTINENTAL THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND DELIVER YOUR PUBLIC SHARES TO CONTINENTAL, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS ABANDONED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE EXTRAORDINARY GENERAL MEETING — REDEMPTION RIGHTS” IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

On behalf of the Kensington Board, I would like to thank you for your support and look forward to the successful completion of the Business Combination.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

The accompanying proxy statement/prospectus is dated , 2026 and is first being mailed to shareholders on or about , 2026.

TABLE OF CONTENTS

REFERENCES TO ADDITIONAL INFORMATION

The accompanying proxy statement/prospectus incorporates important information that is not included in or delivered with the accompanying proxy statement/prospectus. This information is available for you to review through the SEC’s website at www.sec.gov.

You may request copies of the accompanying proxy statement/prospectus or other information concerning Kensington, without charge, by written request to Kensington at 1400 Old Country Road, Suite 301, Westbury, New York 11590; or Sodali & Co, Kensington’s proxy solicitor, at 430 Park Avenue, 14th Floor, New York, New York 10022, or by calling (800) 662-5200, or banks and brokers can call collect at (203) 658-9400, or by emailing KCAC@info.sodali.com, or from the SEC through the SEC website at the address provided above.

In order for you to receive timely delivery of the documents in advance of the extraordinary general meeting of Kensington to be held on , 2026, you must request the information no later than five business days prior to the date of the extraordinary general meeting, by , 2026.

FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “Kensington” refer to Kensington Capital Acquisition Corp. VI. Prior to the Domestication, Kensington is an exempted company incorporated under the laws of the Cayman Islands. Following the Domestication, subject to shareholder approval, Kensington will be a corporation incorporated under the laws of the State of Delaware and will be renamed “Nth Cycle Holdings, Inc.” Kensington, following the Domestication, is referred to in this document as Post-Domestication Kensington, and, following the Closing, is referred to in this document as New Nth Cycle.

In this document:

“Adjournment Proposal” means the proposal to approve the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation of proxies or otherwise facilitate the consummation of the Business Combination.

“Advisory Organizational Documents Proposals” means the six separate proposals in connection with the replacement of the Cayman Constitutional Documents that Kensington’s shareholders are asked to consider and vote upon and approve on a non-binding advisory basis by special resolution.

“Antitrust Division” means the Antitrust Division of the Department of Justice.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means that certain Business Combination Agreement, attached to this proxy statement/prospectus as Annex A, dated as of July 21, 2026, by and among Kensington, Homeland Merger Sub, Inc., Homeland Merger Sub II, LLC, Nth Cycle, and (solely for the limited purposes set forth therein) the Sponsor.

“Business Combination Proposal” means the proposal to approve by ordinary resolution the adoption of the Business Combination Agreement and the Business Combination.

“Cayman Constitutional Documents” means the existing amended and restated memorandum and articles of association of Kensington, as it may be amended, restated, supplemented or otherwise modified from time to time, under the Companies Act.

“CFIUS” means the Committee on Foreign Investment in the United States.

“Closing” means the closing of the Business Combination.

“Closing Date” means the day of the Closing.

“Code” means the Internal Revenue Code of 1986, as amended.

“Condition Precedent Proposals” means the Business Combination Proposal, Domestication Proposal, the Organizational Documents Proposal and the Stock Issuance Proposal and each other proposal that is a condition to the consummation of the Business Combination.

“Continental” means Continental Stock Transfer & Trust Company, a New York corporation.

“critical materials” means per the U.S. Energy Act of 2020 any non-fuel mineral, element, substance, or material that the Secretary of Energy determines: (i) has a high risk of supply chain disruption and (ii) serves an essential function in one or more energy technologies, including technologies that produce, transmit, store, and conserve energy.

“DEHC” means DEHC LLC, an affiliate of Daniel Huber, Kensington's Chief Financial Officer.

“DGCL” means the Delaware General Corporation Law.

“Disclosure Schedules” means the disclosure schedules to the Business Combination Agreement.

“DLLCA” means the Delaware Limited Liability Company Act.

“Domesticated Kensington Common Stock” means, following the Domestication, common stock of Kensington, par value $0.0001 per share.

“Domestication” means the deregistering of Kensington from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware and domesticating as a Delaware corporation under the applicable provisions of the Companies Act and the DGCL and all matters necessary or ancillary thereto.

“Domestication Proposal” means the proposal to approve by special resolution, pursuant to the power contained in clause 6 of Kensington’s Memorandum of Association and in the manner required by Article 47 of Kensington’s Articles of Association, that Kensington be registered by way of continuation and domesticated as a corporation incorporated under the laws of the State of Delaware, pursuant to Section 206 and 207 of the Companies Act (as amended) of the Cayman Islands and the laws of the State of Delaware, including Section 388 of the General Corporation Law of the State of Delaware.

“Earnout Consideration” means the Trading Earnout Consideration and the Refinery Earnout Consideration.

“Exchange Ratio” means the quotient obtained by dividing (x) 50,700,200, by (y) an amount equal to, without duplication, the aggregate number of shares of Nth Cycle Common Stock that are issued and outstanding immediately prior to the First Effective Time, assuming the exercise, exchange or conversion of all securities that are exercisable or exchangeable for, or convertible into, Nth Cycle Common Stock, including all shares subject to Nth Cycle Restricted Stock Awards, Nth Cycle Options, Nth Cycle RSUs, Nth Cycle Preferred Stock and Nth Cycle Warrants, in each case determined using the “treasury stock” method.

“Excluded Share” means a share of Nth Cycle Common Stock that is owned by Kensington, the Merger Subs or Nth Cycle (in treasury or otherwise) immediately prior to the First Effective Time.

“EXIM” means the Export-Import Bank of the United States.

“extraordinary general meeting” means that certain extraordinary general meeting to be held by Kensington to consider matters relating to the Business Combination at 10:00 a.m., Eastern Time, on , 2026.

“First Effective Time” means the time at which Merger Sub I and Nth Cycle shall consummate the First Merger.

“First Merger” means the merger of Merger Sub with and into Nth Cycle, with Nth Cycle surviving the merger as a wholly-owned subsidiary of Kensington (“Surviving Corporation”).

“Founder Shares” means the 9,857,142 Kensington Class B Shares originally issued to the Sponsor prior to the IPO for an aggregate purchase price of $25,000, which shares will, immediately prior to the Domestication and pursuant to the Sponsor Support Agreement, convert on a one-for-one basis into Kensington Class A Shares.

“FTC” means the Federal Trade Commission.

“HSR Act” means the Hart-Scott-Rodino Act of 1976.

“Hughes Hubbard” means Hughes Hubbard & Reed LLP, counsel to Kensington.

“Interim Redemption Scenario” means the hypothetical scenario in which 9,769,484 Public Shares, representing 50% of the Public Shares assumed to be redeemed in the Minimum Cash Condition Redemption Scenario, are redeemed.

“IPO” means the initial public offering of Kensington.

“Kensington” means Kensington Capital Acquisition Corp. VI, a Cayman Islands exempted company.

“Kensington Capital Partners” means Kensington Capital Partners, LLC, which is the managing member of Kensington's Sponsor and is controlled by Justin Mirro, our Chairman and Chief Executive Officer.

“Kensington Class 1 Warrants” means the Class 1 public warrants to purchase Kensington Class A Shares contemplated by the Kensington Warrant Agreement.

“Kensington Class 2 Warrants” means the Class 2 public warrants to purchase Kensington Class A Shares contemplated by the Kensington Warrant Agreement.

“Kensington Class A Shares” means, prior to the Domestication, the Class A ordinary shares of Kensington, of a par value of $0.0001 per share.

“Kensington Class B Shares” means, prior to the Domestication, the Class B ordinary shares of Kensington, of a par value of $0.0001 per share.

“Kensington New Units” means one Kensington Class A Share and three-quarters (3/4) of one Kensington Class 2 Warrant, which exists as a result of the separation of one-quarter (1/4) of one Kensington Class 1 Warrant from a Kensington Original Unit.

“Kensington Original Units” means the units issued in Kensington’s IPO, each consisting of one Kensington Class A Share, one-quarter (1/4) of one Kensington Class 1 Warrant and three-quarters (3/4) of one Kensington Class 2 Warrant.

“Kensington Ordinary Shares” means the Kensington Class A Shares and the Kensington Class B Shares.

“Kensington Units” means the Kensington Original Units and the Kensington New Units.

“Kensington Warrant Agreement” means the Warrant Agreement dated March 3, 2026 between Kensington and Continental Stock Transfer & Trust Company, as warrant agent.

“Kensington Warrants” means the warrants contemplated by the Kensington Warrant Agreement.

“Latham” means Latham & Watkins LLP, counsel to Nth Cycle.

“Letter Agreement” means the Letter Agreement, dated as of March 3, 2026, by and among Kensington, the Sponsor and certain of Kensington’s current and former officers and directors.

“Lock-up Agreements” means the Sponsor Lock-up Agreement and the Seller Lock-up Agreement.

“Lock-Up Holders” means the equityholders of Nth Cycle who will enter into Seller Lock-up Agreements.

“Lock-Up Shares” means the shares of New Nth Cycle Common Stock to be received by the Lock-Up Holders in the Business Combination.

“Malware” means computer viruses or malicious code.

“Maximum Redemption Scenario” means the hypothetical scenario in which 23,000,000 Public Shares (which represents all of the outstanding shares subject to possible redemption as of June 30, 2026) are redeemed from the trust account. Under the Maximum Redemption Scenario, the Minimum Cash Condition would not be satisfied. Nth Cycle has the right, in its sole discretion, to waive such condition pursuant to the Business Combination Agreement. If the Minimum Cash Condition is not met and Nth Cycle does not waive such condition, the Business Combination would not occur.

“Merger Sub I” means Homeland Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Kensington.

“Merger Sub II” means Homeland Merger Sub II, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Kensington.

“Mergers” means the First Merger and Second Merger.

“Minimum Cash Condition” means the closing condition in the Business Combination Agreement, waivable by Nth Cycle, that the aggregate amount of (x) cash in the Trust Account that will be available to the Company for unrestricted use after giving effect to any redemption rights for Public Shares that are actually perfected, plus (y) the aggregate amount of cash proceeds received from the PIPE Investors, shall be at least $75 million in the aggregate.

“Minimum Cash Condition Redemption Scenario” means the hypothetical scenario in which 19,538,870 Public Shares are redeemed, representing the maximum number of Public Shares that may be redeemed (at a redemption price of $10.11 per share) while still satisfying the Minimum Cash Condition (assuming $40 million is funded in the PIPE Investment).

“New Nth Cycle” means Kensington following the Domestication and the Closing.

“New Nth Cycle Common Stock” means the common stock of New Nth Cycle, par value $0.0001 per share.

“New Nth Cycle Incentive Plan” means the Nth Cycle 2026 Incentive Award Plan.

“No Redemption Scenario” means the hypothetical scenario in which no Public Holders exercise their right to have their Public Shares redeemed for their pro rata share of the Trust Account.

“Nth Cycle” means Nth Cycle, Inc., a Delaware corporation.

“Nth Cycle Common Stock” means the common stock of Nth Cycle, par value of $0.0001 per share.

“Nth Cycle Earnout Stockholder” means (i) a stockholder of Nth Cycle who received one or more shares of Domesticated Kensington Common Stock pursuant to the Business Combination Agreement or (ii) any holder, as of immediately prior to the Closing, of a Nth Cycle Option, Nth Cycle RSU or Nth Cycle Restricted Stock Award.

“Nth Cycle Earnout Stockholder Portion” means, with respect to any Nth Cycle Earnout Stockholder, a percentage determined by dividing (a) the aggregate number of shares of Domesticated Kensington Common Stock issued to such Nth Cycle Earnout Stockholder at Closing pursuant to the Business Combination Agreement plus the aggregate number of shares underlying such Nth Cycle Earnout Stockholder’s Kensington Restricted Stock Awards, Kensington Options and Kensington RSUs, as applicable, issued pursuant to the Business Combination Agreement and (b) the total number of shares of Domesticated Kensington Common Stock issued pursuant to the Business Combination Agreement plus the aggregate number of shares of Domesticated Kensington Common Stock underlying Kensington Restricted Stock Awards, Kensington Options, Kensington RSUs and Kensington Warrants issued pursuant to the Business Combination Agreement that are outstanding immediately after the First Effective Time.

“Nth Cycle Incentive Plan” means each of Nth Cycle’s 2020 Stock Incentive Plan, as amended from time to time, and the Nth Cycle 2024 Stock Incentive Plan, as amended from time to time.

“Nth Cycle, LLC” means the Surviving LLC.

“Nth Cycle Option” means each option to purchase shares of Nth Cycle Common Stock, granted pursuant to a Nth Cycle Incentive Plan.

“Nth Cycle Preferred Stock” means the Nth Cycle Series A Preferred Stock, the Nth Cycle Series B Preferred Stock and the Nth Cycle Series Seed Preferred Stock.

“Nth Cycle Restricted Stock Award” means an award of restricted shares of Nth Cycle Common Stock subject to vesting and/or a right of repurchase granted pursuant to a Nth Cycle Incentive Plan (including as a result of any early exercise of a Nth Cycle Option).

“Nth Cycle RSU” means each restricted stock unit to acquire a share of Nth Cycle Common Stock, granted pursuant to a Nth Cycle Incentive Plan.

“Nth Cycle Stockholders” means the stockholders of Nth Cycle.

“Nth Cycle Warrants” means all warrants to purchase any stock or other equity interests of Nth Cycle.

“NYSE” means the New York Stock Exchange LLC.

“Organizational Documents Proposal” means the proposal before Kensington’s shareholders to adopt the Proposed Organizational Documents.

“PCAOB” means the Public Accounting Oversight Board (United States).

“PIPE Investment” means the agreements by PIPE Investors to purchase an aggregate 4,000,000 shares of New Nth Cycle Common Stock from New Nth Cycle for $10.00 per share, substantially concurrently with the Closing.

“PIPE Investment Amount” means the aggregate gross purchase price received by Kensington prior to or substantially concurrently with Closing for the shares in the PIPE Investment.

“PIPE Investors” means the certain accredited investors signatory to the PIPE Subscription Agreements.

“PIPE Subscription Agreements” means the Securities Purchase Agreements, dated July 21, 2026, by and between Kensington and the respective PIPE Investors.

“Post-Domestication Warrants” means the warrants exercisable for shares of New Nth Cycle Common Stock issued upon the conversion of the Kensington Warrants in connection with the Domestication.

“Private Placement Warrants” means, collectively, the Sponsor Private Placement Warrants and the Underwriter Private Placement Warrants.

“Proposed Bylaws” means the proposed new bylaws of New Nth Cycle pursuant to the DGCL, attached to this proxy statement/prospectus as Annex C.

“Proposed Charter” means the proposed new certificate of incorporation of New Nth Cycle pursuant to the DGCL, attached to this proxy statement/prospectus as Annex B.

“Proposed Organizational Documents” means the Proposed Bylaws and Proposed Charter, together.

“Public Shareholders” means the holders of Public Shares of Kensington.

“Public Shares” means the Kensington Class A Shares initially sold in Kensington’s initial public offering.

“Public Warrants” means the Kensington Class 1 Warrants and Kensington Class 2 Warrants.

“Record Date” means , 2026.

“Refinery Earnout Consideration” means if, at any time during the seven (7) years following the Closing Date, New Nth Cycle achieves mechanical completion of its first major black mass refinery in the United States with a minimum capacity of 6,000 tpy (such time when the foregoing is first satisfied, the “Refinery Earnout Achievement Date”), a number of shares of New Nth Cycle Common Stock equal to (A) the percentage equal to the Nth Cycle Earnout Stockholder Portion multiplied by (B) 10,000,000, which Kensington shall promptly issue to each Nth Cycle Earnout Stockholder upon the Refinery Earnout Achievement Date.

“Registration Rights Agreement” means the amended and restated registration rights agreement to be entered into by and among New Nth Cycle, the Sponsor, the Sponsor Holders listed thereto and the Nth Cycle Holders listed thereto at the Closing.

“Rule 144” means Rule 144 under the Securities Act.

“Second Effective Time” means the time at which Merger Sub II and the Surviving Corporation shall consummate the Second Merger.

“Second Merger” means the merger of the Surviving Corporation with and into Merger Sub II, with Merger Sub II surviving the merger, resulting in a combined company whereby Merger Sub II will survive the merger and become a wholly-owned subsidiary of Kensington, and substantially all of the assets and the business of the combined company will be held and operated by Merger Sub II (“Surviving LLC”).

“Seller Lock-Up Agreement” means the lock-up agreement that Kensington, the Sellers and the other parties thereto will enter into in connection with the consummation of the Transactions, simultaneously with the closing.

“Sellers” means the holders of equity securities of Nth Cycle, collectively.

“Sodali & Co” means Sodali & Co, Kensington's proxy solicitor.

“Sponsor” means Kensington Capital Sponsor VI LLC, a Delaware limited liability company.

“Sponsor Lock-up Agreement” means the lock-up and vesting agreement that the Sponsor and Kensington will enter into in connection with the consummation of the Transactions, simultaneously with the Closing.

“Sponsor Lock-Up Shares” means the 9,857,142 shares of Kensington Common Stock, par value $0.0001 per share, of New Nth Cycle that were issued upon the conversion, in connection with the Domestication, of the then issued and outstanding Kensington Class B Shares into Kensington Class A Shares on a one-for-one basis, and thereafter into shares of Common Stock on a one-for-one basis.

“Sponsor Private Placement Warrants” means the 11,533,333 private placement warrants purchased by the Sponsor simultaneously with the closing of the IPO.

“Sponsor Share Conversion” means the conversion of Kensington Class B Shares into Kensington Class A Shares on a one-for-one basis, immediately prior to the Domestication, in accordance with the Sponsor Support Agreement.

“Sponsor Support Agreement” means that certain Sponsor Support Agreement, dated as of July 21, 2026, by and among Sponsor, Nth Cycle, Kensington, and the other parties thereto, and attached hereto as Annex D.

“Stock Issuance Proposal” means the proposal to approve the issuance of shares of New Nth Cycle Common Stock in connection with the Business Combination and related transactions as required by Section 312.03 of the NYSE Listed Company Manual.

“Stockholder Support Agreement” means that certain Voting and Support Agreement, dated as of July 21, 2026, by and among Nth Cycle, Kensington, and the other parties thereto, and attached hereto as Annex E.

“Trading Earnout Consideration” means if at any time during the seven (7) years following the Closing Date the last reported sale price of Domesticated Kensington Common Stock reported by Bloomberg (or, if not available, by another authoritative source) equals or exceeds $15.00 (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days within any thirty (30) Trading Day period (such time when the foregoing is first satisfied, the “Trading Earnout Achievement Date”), a number of shares of Domesticated Kensington Common Stock equal to (A) the percentage equal to the Nth Cycle Earnout Stockholder Portion multiplied by (B) 10,000,000, which Kensington shall promptly issue to each Nth Cycle Earnout Stockholder upon the Trading Earnout Achievement Date.

“Transactions” means the Mergers, the Domestication and the other transactions contemplated by the Business Combination Agreement and the other agreements and instruments contemplated by the Business Combination Agreement.

“Trust Agreement” means the Investment Management Trust Agreement, dated as of March 3, 2026, by and between Kensington and Continental, as trustee.

“Trust Account” means the trust account of Kensington that holds the proceeds from the IPO and certain of the proceeds from the sale of the Private Placement Warrants.

“Underwriter Private Placement Warrants” means the 3,066,667 private placement warrants purchased by the underwriters simultaneously with the closing of the IPO.

“Working Capital Loans” means the working capital loans that Kensington incurred or may incur that may be converted at the option of the lender into warrants, with identical terms as the Private Placement Warrants, each exercisable for one Kensington Class A Share at a price of $0.50 per warrant.

MARKET AND INDUSTRY DATA

Information contained in this proxy statement/prospectus concerning the market and the industry in which Nth Cycle competes, including its market position, general expectations of market opportunity, size and growth rates, is based on reports compiled from various independent third-party organizations and analysts, government publications, publicly available industry publications and data from external sources, that may not be available without payment, subscription or similar fees, as well as Nth Cycle’s knowledge of the markets and the assumptions and calculations made by Nth Cycle based on such sources. This information and any estimates provided herein involve numerous assumptions and limitations, and you are cautioned not to give undue weight to such information. Third-party sources generally state that the information contained in such source has been obtained from sources believed to be reliable, but that there can be no assurance as to the accuracy or completeness of such information. We have not independently verified this third-party information. Similarly, while Nth Cycle believes their management estimates to be reasonable, they have not been verified by any independent sources. The industry in which Nth Cycle operates is subject to a high degree of uncertainty and risk. As a result, the estimates and market and industry information provided in this proxy statement/prospectus are subject to change based on various factors, including those described in the sections entitled “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors — Risks Related to Nth Cycle’s Business, Technology and Operations” beginning on page 48 of this proxy statement/prospectus and elsewhere in this proxy statement/prospectus.

The sources of certain market and industry data and forecasts contained in this proxy statement/prospectus include the following independent publications:

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements. These forward-looking statements include, without limitation, statements relating to expectations for future financial performance, business strategies or expectations for Kensington’s, Nth Cycle’s and New Nth Cycle’s respective business, and the timing for and ability of Nth Cycle and Kensington to complete the Business Combination. These statements are based on the beliefs and assumptions of the management of Nth Cycle and Kensington. Although Nth Cycle and Kensington believe that their respective plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, neither Nth Cycle nor Kensington can assure you that either will achieve or realize these plans, intentions or expectations. These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this proxy statement/prospectus, words such as “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus and in any document incorporated by reference in this proxy statement/prospectus may include, for example, statements about Nth Cycle and Kensington prior to the Business Combination and the Company following the Business Combination, including:

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus and Nth Cycle’s and Kensington’s management teams’ current expectations, forecasts and assumptions, and involve a number of judgments, known and unknown risks and uncertainties and other factors, many of which are outside the control of Nth Cycle, Kensington and their respective directors, officers and affiliates. Accordingly, forward-looking statements should not be relied upon as representing Nth Cycle views as of any subsequent date. Kensington and Nth Cycle do not undertake any obligation to update, add or to otherwise correct any forward-looking statements contained herein to reflect events or circumstances after the date they were made, whether as a result of new information, future events, inaccuracies that become apparent after the date hereof or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements. Should one or more of a number of known and unknown risks and uncertainties materialize, or should any of our assumptions prove incorrect, actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include, but are not limited to:

QUESTIONS AND ANSWERS FOR SHAREHOLDERS

The questions and answers below highlight only selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the extraordinary general meeting, including with respect to the Business Combination. The following questions and answers do not include all the information that is important to Kensington’s shareholders. Kensington urges shareholders to read this proxy statement/prospectus, including the Annexes and the other documents referred to herein, carefully and in their entirety to fully understand the Business Combination and the voting procedures for the extraordinary general meeting, which will be held at 10:00 a.m., Eastern Time, on , 2026, at the offices of Hughes Hubbard & Reed LLP located at One Battery Park Plaza, New York, NY 10004, and virtually via live webcast. To participate in the extraordinary general meeting online, visit and enter the 12 digit control number included on your proxy card. If you hold your shares through a bank, broker or other nominee, you will need to take additional steps to participate in the extraordinary general meeting, as described in this proxy statement/prospectus.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, which is incorporated by reference into this proxy statement/prospectus, and you are encouraged to read it in its entirety.

In connection with the completion of the Business Combination, Kensington will provide its Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination Agreement and the Cayman Constitutional Documents. Kensington will complete the Redemption of properly tendered Public Shares prior to the Domestication. Prior to and as a condition of the Closing, pursuant to the Domestication, Kensington will change its jurisdiction of incorporation by deregistering from the Cayman Islands and transferring by way of continuation out of the Cayman Islands under Section 206 of the Cayman Companies Act and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware under Section 388 of the DGCL, pursuant to which Kensington's jurisdiction of incorporation will be changed from the Cayman Islands to the State of Delaware. Immediately prior to the Domestication, pursuant to the Cayman Constitutional Documents and the Sponsor Support Agreement, the holders of Kensington Class B Shares will convert each issued and outstanding Kensington Class B Share, on a one-for-one basis, into a Kensington Class A Share. Immediately following such conversion, in connection with the Domestication, (i) each then-issued and outstanding Kensington Class A Share will automatically convert, on a one-for-one basis, into one share of New Nth Cycle Common Stock, (ii) each then-issued and outstanding Kensington Original Unit will automatically convert into a corresponding unit of New Nth Cycle consisting of one share of New Nth Cycle Common Stock, one-quarter (1/4) of one Kensington Class 1 Warrant and three-quarters (3/4) of one Kensington Class 2 Warrant, (iii) each then-issued and outstanding Kensington New Unit will automatically convert into a corresponding unit of New Nth Cycle consisting of one share of New Nth Cycle Common Stock and three-quarters (3/4) of one Kensington Class 2 Warrant and (iv) each then-issued and outstanding Kensington Warrant will become automatically exercisable, on a one-for-one basis, for one share of New Nth Cycle Common Stock. Following the Domestication, Kensington will consummate the Business Combination, with Nth Cycle becoming a direct wholly-owned subsidiary of New Nth Cycle. See “Proposal No. 2 — The Domestication Proposal” for additional information.

THE VOTE OF KENSINGTON’S SHAREHOLDERS IS IMPORTANT. SHAREHOLDERS ARE ENCOURAGED TO VOTE AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/PROSPECTUS, INCLUDING THE ANNEXES AND THE ACCOMPANYING FINANCIAL STATEMENTS OF KENSINGTON AND NTH CYCLE, CAREFULLY AND IN ITS ENTIRETY.

If Kensington’s shareholders do not approve each of the Condition Precedent Proposals, then unless certain conditions in the Business Combination Agreement are waived by the applicable parties to the Business Combination Agreement, the Business Combination Agreement could be terminated and the Business Combination may not be consummated. See “Proposal No. 1 — The Business Combination Proposal”, “Proposal No. 2 — The Domestication Proposal”, “Proposal No. 3 — The Stock Issuance Proposal”, “Proposal No. 4 — The Organizational Documents Proposal”, and “Proposal No. 6 — The New Nth Cycle Incentive Plan Proposal”.

Kensington will hold the extraordinary general meeting to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the Business Combination and the other matters to be acted upon at the extraordinary general meeting. Shareholders of Kensington should read it carefully.

After careful consideration, the Kensington Board has determined that each of (a) the Business Combination Proposal, (b) the Domestication Proposal, (c) the Stock Issuance Proposal, (d) the Organizational Documents Proposal, (e) the Advisory Organizational Documents Proposals, (f) the New Nth Cycle Incentive Plan Proposal, and (g) the Adjournment Proposal, if presented, are in the best interests of Kensington and its shareholders and unanimously recommends that you vote or give instruction to vote “FOR” each of those proposals.

The existence of financial and personal interests of one or more of Kensington’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Kensington and its shareholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals. In addition, Kensington’s officers have interests in the Business Combination that may conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination” for a further discussion of these considerations.

Nth Cycle, Inc. is a Delaware corporation formed on August 7, 2020. Nth Cycle is a midstream critical materials refining company focused on delivering solutions for the battery materials, rare earth element, and copper sectors as an independent refiner, tolling services provider, and technology provider. Based on Kensington’s due diligence investigations of Nth Cycle and the industry in which it operates, including the financial and other information provided by Nth Cycle in the course of Kensington’s due diligence investigations, the Kensington Board believes that the Business Combination with Nth Cycle is in the best interests of Kensington and its shareholders. However, there is no assurance of this. See “Proposal No. 1 — The Business Combination Proposal — The Kensington Board’s Reasons for the Approval of the Business Combination” of this proxy statement/prospectus for additional information.

Although the Kensington Board believes that the Business Combination with Nth Cycle presents a unique business combination opportunity and is in the best interests of Kensington and its shareholders, the Kensington Board did consider certain potentially material negative factors in arriving at that conclusion. These factors are discussed in greater detail in the section entitled “Questions and Answers for Shareholders of Kensington—What factors did the Kensington Board consider in determining whether or not to proceed with the Business Combination?” as well as in the section entitled “Risk Factors—Risks Related to Our Business and Industry.”

Subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, including approval of Kensington’s shareholders, (a) immediately prior to the Domestication, pursuant to the Sponsor Support Agreement, the Kensington Class B Shareholders will elect to convert each Founder Share, on a one-for-one basis, into one Kensington Class A Share; and (b) in connection with the Domestication, (i) each of the then issued and outstanding Kensington Class A Shares will convert automatically, on a one-for-one basis, into one share of New Nth Cycle Common Stock, (ii) each of the then issued and outstanding Kensington Warrants will become exercisable for shares of New Nth Cycle Common Stock in accordance with the Warrant Agreement, (iii) each of the then issued and outstanding Kensington Original Units will convert automatically into a corresponding unit of New Nth Cycle, consisting of one share of New Nth Cycle Common Stock, one-quarter (1/4) of one Kensington Class 1 Warrant and three-quarters (3/4) of one Kensington Class 2 Warrant, and (iv) each of the then issued and outstanding Kensington New Units will convert automatically into a corresponding unit of New Nth Cycle, consisting of one share of New Nth Cycle Common Stock and three-quarters (3/4) of one Kensington Class 2 Warrant. See “Proposal No. 2 — The Domestication Proposal.”

Pursuant to the Business Combination Agreement, at the First Effective Time, each share of Nth Cycle Common Stock that is issued and outstanding immediately prior to the First Effective Time (other than Excluded Shares) will be canceled and converted into the right to receive (i) a number of shares of New Nth Cycle Common Stock equal to the Exchange Ratio and (ii) the contingent right to receive a number of shares of New Nth Cycle Common Stock issuable as Earnout Consideration following the Closing. The Exchange Ratio is equal to the quotient obtained by dividing (x) 50,700,200 by (y) an amount equal to, without duplication, the aggregate number of shares of Nth Cycle Common Stock that are issued and outstanding immediately prior to the First Effective Time, assuming the exercise, exchange or conversion of all securities that are exercisable or exchangeable for, or convertible into, Nth Cycle Common Stock, including all shares subject to Nth Cycle Restricted Stock Awards, Nth Cycle Options, Nth Cycle RSUs, Nth Cycle Preferred Stock and Nth Cycle Warrants, in each case determined using the “treasury stock” method.

Following the Closing, each Nth Cycle Earnout Stockholder will have the contingent right to receive such holder’s pro rata portion of two potential tranches of earnout shares, in each case based on such holder’s Nth Cycle Earnout Stockholder Portion. The two earnout tranches are: (a) if, at any time during the seven (7) years following the Closing Date, the last reported sale price of the New Nth Cycle Common Stock equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) Trading Days within any thirty (30) Trading Day period, New Nth Cycle will issue to each Nth Cycle Earnout Stockholder its Nth Cycle Earnout Stockholder Portion of the Trading Earnout Consideration; and (b) if, at any time during the seven (7) years following the Closing Date, Nth Cycle achieves mechanical completion of its first major black mass refinery in the United States with a minimum capacity of 6,000 tpy, New Nth Cycle will issue to each Nth Cycle Earnout Stockholder its Nth Cycle Earnout Stockholder Portion of the Refinery Earnout Consideration, resulting in the issuance of

up to 20,000,000 additional shares of New Nth Cycle Common Stock in the aggregate, in each case on the terms and subject to the conditions set forth in the Business Combination Agreement.

Upon the terms and subject to the satisfaction or waiver of the conditions of the Business Combination Agreement, at the First Effective Time:

If any of the Public Shareholders exercise their redemption rights, the percentage of the issued and outstanding shares of New Nth Cycle Common Stock held by the Public Shareholders will decrease and the percentages of issued and outstanding shares of New Nth Cycle Common Stock held by the PIPE Investors, the Sponsor and the Nth Cycle securityholders, will each increase, in each case relative to the percentage held if none of the Public Shares are redeemed. Public Shareholders that do not redeem their Public Shares in connection with the Business Combination will experience dilution upon the issuance of any shares of New Nth Cycle Common Stock pursuant to the New Nth Cycle Incentive Plan and other future equity issuances by New Nth Cycle that are unanticipated as of the date of this proxy statement/prospectus.

As of June 30, 2026, there are 32,857,142 Kensington Ordinary Shares issued and outstanding, including 23,000,000 Public Shares, which may be redeemed in connection with the extraordinary general meeting by Public Shareholders and 9,857,142 Founder Shares held by the Sponsor.

We cannot predict how many Public Shares will be redeemed. As a result, the parties are presenting four different redemption scenarios with respect to the Public Shares, each of which presents a different allocation of total shares of New Nth Cycle Common Stock issued and outstanding following the Closing. To illustrate potential dilution in each such scenario, the tables below present the post-Closing share ownership of New Nth Cycle under each of: (1) the No Redemptions Scenario; (2) the Interim Redemptions Scenario; (3) the Minimum Cash Condition Redemption Scenario; and (4) the Maximum Redemptions Scenario, in each case,

excluding the dilutive effect of: (i) the Earnout Consideration; (ii) the Public Warrants; (iii) the Private Placement Warrants; (iv) Working Capital Warrants; and (v) New Nth Cycle Options.

In connection with Kensington's IPO, the Sponsor paid an aggregate of $25,000 for 9,857,142 Founder Shares, or approximately $0.003 per share. In connection with the Business Combination, the Founder Shares held by the Sponsor will be converted on a one-for-one basis into Kensington Class A Shares immediately prior to the Domestication, which will then automatically convert at the effective time of the Domestication into an equal number of shares of New Nth Cycle Common Stock. The Sponsor also purchased 11,533,333 Private Placement Warrants for an aggregate purchase price of $5,000,000, or approximately $0.43 per warrant, in a private placement that closed simultaneously with the closing of Kensington's IPO. As a result of the nominal price paid by the Sponsor for the Founder Shares, the Sponsor may realize a positive rate of return on its investment in the Founder Shares even if the market price per share of New Nth Cycle Common Stock is below $10.00 per share after Closing, in which case Public Shareholders may experience a negative rate of return on their investment. If Kensington does not complete a business combination within the required time period and instead liquidates, the Sponsor would lose its investment in Kensington, including the value of its Founder Shares and Private Placement Warrants.

For information about conflicts of interest with respect to the Sponsor, see “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination”. For information about the compensation of the Sponsor and our officers and directors, see “Information About Kensington — Executive and Director Compensation”. For information about the securities owned by the Sponsor, see “Beneficial Ownership of Securities” and“Certain Relationships and Related Person Transactions”.

All of Kensington's executive officers and directors, other than Dieter Zetsche and William Kassling, served as the executive officers and directors, respectively, of Kensington Capital Acquisition Corp. (“Kensington SPAC I”), a blank check company that consummated its initial public offering in June 2020. On November 25, 2020, Kensington SPAC I completed its initial business combination with QuantumScape Corporation (“QuantumScape”), pursuant to the business combination agreement among Kensington SPAC I, QuantumScape and Kensington Capital Merger Sub Corp. dated September 2, 2020. QuantumScape is developing next generation battery technology for electric vehicles (“EVs”) and other applications. All of our executive officers and directors, other than Dieter Zetsche and William Kassling, served as the executive officers and directors, respectively, of Kensington Capital Acquisition Corp. II (“Kensington SPAC II”), a blank check company that consummated its initial public offering in March 2021. On October 1, 2021, Kensington SPAC II completed its initial business combination with Wallbox Chargers, S.L. (“Wallbox”), pursuant to the business combination agreement among Kensington SPAC II, Wallbox, Wallbox N.V. and Orion Merger Sub Corp. dated June 9, 2021. Wallbox is a provider of EV charging solutions. Justin Mirro, our Chairman and Chief Executive Officer served as the Chairman and Chief Executive Officer of Kensington Capital Acquisition Corp. V (“Kensington SPAC V”), Daniel Huber, our Chief Financial Officer, served as the Chief Financial Officer of Kensington SPAC V and William Kassling, Anders Pettersson and Mitchell Quain, all of whom serve on our board of directors, also served on the board of directors of Kensington SPAC V. Kensington SPAC V was a blank check company that consummated its initial public offering in August 2021. Kensington SPAC V did not complete an initial business combination and redeemed all of its outstanding Class A ordinary shares on August 19, 2024. All of our executive officers and directors, other than William Kassling, served as the executive officers and directors, respectively, of Kensington Capital Acquisition Corp. IV (“Kensington SPAC IV”), a blank check company that consummated its initial public offering in March 2022. On September 14, 2022, Kensington SPAC IV completed its initial business combination with Amprius Technologies, Inc. (“Amprius”), pursuant to the business combination agreement among Kensington SPAC IV, Amprius and Kensington Capital Merger Sub Corp. dated May 11, 2022. Amprius develops, manufactures and markets lithium-ion batteries for mobility applications. None of the Sponsor nor any of its affiliates or promoters are currently involved in any other special purpose acquisition companies.

The Kensington Board did not assign relative weights to the various factors considered. Different members of the Kensington Board may have assigned different weights to different factors.

The Kensington Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination including, but not limited to, the following (which are not weighted or in any order of significance):

The Kensington Board did not retain an unaffiliated representative to act solely on behalf of unaffiliated security holders for purposes of negotiating the terms of the de-SPAC transaction and/or preparing a report concerning the approval of the de-SPAC transaction, nor did Kensington receive any report, opinion or appraisal from an outside party or an unaffiliated representative.

See “Proposal No. 1 — The Business Combination Proposal — The Kensington Board's Reasons for the Approval of the Business Combination”.

In addition, the amount of cash available at Closing will depend in part on the number of Public Shares redeemed by Kensington's public shareholders. Holders of Public Shares will have the opportunity to redeem their Public Shares for cash prior to the consummation of the Business Combination in accordance with the Cayman Constitutional Documents and the procedures described in this proxy statement/prospectus.

To effect the Domestication, Kensington will (a) file all applicable notices, declarations, affidavits, statements of assets and liabilities, shareholder approvals, undertakings and other documents required to be filed, pay all applicable fees required to be paid, and cause the satisfaction of all other conditions to deregistration required to be satisfied, in each case, under Section 206 of the Companies Act and in accordance therewith, and (b) file the Proposed Charter and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which Kensington will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to closing the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Kensington Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting and otherwise will have no effect on the Domestication Proposal.

Kensington does not expect to have significant cumulative earnings and profits, if any, on the date of the Domestication.

As discussed more fully under “Certain U.S. Federal Income Tax Considerations of the Redemption and the Domestication — PFIC Considerations,” Kensington believes that it is likely classified as a “passive foreign investment company” (“PFIC”) for U.S. federal income tax purposes. In such case, notwithstanding the foregoing U.S. federal income tax consequences of the Domestication, proposed Treasury Regulations under Section 1291(f) of the Code (which have a retroactive effective date), if finalized in their current form, would generally require a U.S. Holder to recognize gain on the exchange of Kensington Class A Shares for New Nth Cycle Common Stock and the modification of Kensington Warrants into warrants exercisable for New Nth Cycle Common Stock pursuant to the Domestication. Any such gain would be taxable income with no corresponding receipt of cash in the Domestication. The tax on any such gain would be imposed at the rate applicable to ordinary income and an interest charge could apply based on a complex set of rules. However, it is difficult to predict whether, in what form, and with what effective date, final Treasury Regulations under Section 1291(f) of the Code may be adopted and how any such Treasury Regulations would apply.

Importantly, however, a U.S. Holder that makes (i) a timely QEF Election (as defined in “Certain U.S. Federal Income Tax Considerations of the Redemption and the Domestication — PFIC Considerations — D. QEF Election and Mark-to-Market Election”), (ii) a QEF Election, along with a purging election, or (iii) a mark-to-market election with respect to its Kensington Class A Shares, generally is not subject to the same gain-recognition rules under the currently proposed Treasury Regulations under Section 1291(f) of the Code. Currently, there are no elections available that apply to Kensington Warrants, and the application of the PFIC rules to Kensington Warrants is unclear.

Each U.S. Holder of Kensington Class A Shares or Kensington Warrants is urged to consult its own tax advisor concerning the application of the PFIC rules to the exchange of Kensington Class A Shares for New Nth Cycle Common Stock and the modification of the Kensington Warrants pursuant to the Domestication.

Additionally, the Domestication may cause non-U.S. Holders (as defined in “Certain U.S. Federal Income Tax Considerations of the Redemption and the Domestication — Non-U.S. Holders”) to become subject to U.S. federal income withholding taxes on amounts treated as dividends paid in respect of such holder’s New Nth Cycle Common Stock after the Domestication.

The tax consequences of the Domestication are complex and will depend on a holder’s particular circumstances. All holders are urged to consult with their tax advisors regarding the tax consequences to them of the Domestication, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see “Certain U.S. Federal Income Tax Considerations of the Redemption and the Domestication”.

However, as discussed below under “What happens to my Kensington Class 2 Warrants if I exercise my redemption rights?,” any Kensington Class 2 Warrants attached to shares that are redeemed in connection with the Business Combination will expire upon redemption of such shares. Further, you may not submit any Kensington Original Units for redemption. In order to exercise your redemption rights with respect to your Public Shares, you must separate the Kensington Original Units and receive, for each Kensington Original Unit, one-quarter (1/4) of one Kensington Class 1 Warrant and one Kensington New Unit. It is Kensington’s understanding that this separation generally takes at least two business days to complete. As such, to the extent you desire to exercise your redemption rights, it is important that this separation occurs a sufficient amount of time in advance of the redemption deadline to ensure you are able to timely submit the Kensington New Unit for redemption of your Public Share in order to redeem your Public Share. Once you hold Kensington New Units, you are able to exercise the redemption right with respect to the underlying Public Share by timely submitting that Kensington New Unit for redemption of your Public Share. In connection with such redemption, the three-quarters (3/4) of one Kensington Class 2 Warrant in such Kensington New Unit will expire.

The per-share amount Kensington will distribute to holders who properly redeem their Public Shares will not be reduced by any deferred underwriting commissions Kensington will pay in connection with the Business Combination. Holders of Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsor and Kensington’s officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may hold in connection with the completion of the Business Combination. The Sponsor and Kensington’s officers and directors did not receive any consideration for the waiver.

Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated. If the Business Combination is not consummated, holders seeking redemption will not receive the redemption price in connection with the Business Combination and will retain their shares, subject to Kensington’s governing documents and applicable law.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Kensington’s transfer agent in order to validly redeem its Public Shares.

Q. How do I exercise my redemption rights?

A physical certificate will not be needed if your Kensington New Units are delivered to Kensington’s transfer agent electronically. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and Kensington’s transfer agent will need to act to facilitate the request. It is Kensington’s understanding that shareholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because Kensington does not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical certificate. If it takes longer than anticipated to obtain a physical certificate, shareholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Public Shareholders may elect to redeem all or a portion of their Public Shares regardless of whether they vote for or against, or abstain from voting on, the Business Combination Proposal. Holders seeking to exercise redemption rights should carefully follow the procedures and deadlines described elsewhere in this proxy statement/prospectus.

Any request to redeem such shares, once submitted to us, may not be withdrawn unless Kensington’s directors determine (in their sole discretion) to permit the withdrawal of such redemption request (which they may do in whole or in part). However, if a holder of a Public Share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically) if such certificate has not yet been delivered to us. It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

The redemption rights include the requirement that a holder must identify itself in writing as a beneficial holder and provide its legal name, phone number and address to Kensington’s transfer agent in order to validly redeem its Public Shares. You may make such request by contacting Kensington’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?”

Please note that, prior to being able to exercise your redemption rights with respect to your Public Shares, you must separate the Kensington Original Units and receive, for each Kensington Original Unit, one-quarter (1/4) of one Kensington Class 1 Warrant and one Kensington New Unit. It is Kensington’s understanding that this separation generally takes at least two business days to complete. As such, to the extent you desire to exercise your redemption rights, it is important that this separation occurs a sufficient amount of time in advance of the redemption deadline to ensure you are able to timely submit the Kensington New Unit for redemption of your Public Share in order to redeem your Public Share. Once you hold Kensington New Units, you are able to exercise the redemption right with respect to the underlying Public Share by timely submitting that Kensington New Unit for redemption of your Public Share. In connection with such redemption, the three-quarters (3/4) of one Kensington Class 2 Warrant in such Kensington New Unit will expire.

In addition, holders of Kensington Units should be aware that, in order to exercise redemption rights with respect to the Public Shares underlying Kensington Units, the Kensington Units must first be separated into their component securities in accordance with the procedures described elsewhere in this proxy statement/prospectus. Any Kensington Class 2 Warrants attached to shares that are redeemed in connection with the Business Combination will expire upon the redemption of such shares.

Holders should carefully review the sections entitled “Description of Kensington Securities,” “Certain Agreements Related to the Business Combination” and “Risk Factors” for a more detailed discussion of the differences between the Kensington Units and the Private Placement Warrants and the risks associated with holding such securities following the Business Combination.

It is expected that the redemption of a Public Share will generally be treated as a sale of such Public Share resulting in the recognition of capital gain or capital loss, which would be short-term capital gain or capital loss if the U.S. Holder’s holding period for the Public Shares so disposed of does not exceed one year. There may be certain circumstances, however, in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of Public Shares that such U.S. Holder owns or is deemed to own (including constructively and through the ownership of warrants) before and after the redemption. For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “Certain U.S. Federal Income Tax Considerations of the Redemption and the Domestication”.

Although the redemptions of holders that exercise redemption rights with respect to Kensington Class A Shares will occur prior to the Domestication, it is possible that the IRS could assert that for U.S. federal income tax purposes such redemptions should be treated as occurring after the Domestication. If such redemptions are treated for U.S. federal income tax purposes as occurring after the Domestication, U.S. Holders exercising redemption rights will be subject to the potential tax consequences of Section 367 of the Code as well as potential tax consequences of the U.S. federal income tax rules relating to PFICs. The tax consequences of Section 367 of the Code and the PFIC rules are discussed more fully below under the section entitled “Certain U.S. Federal Income Tax Considerations of the Redemption and the Domestication”.

All holders considering exercising redemption rights are urged to consult with their tax advisors on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and non-U.S. tax laws.

Q: What are the U.S. federal income tax consequences of the Mergers?

A: Each of Kensington, the Merger Subs and Nth Cycle intend that the Mergers constitute a single integrated transaction that qualifies as a “reorganization” within the meaning of Section 368(a) of the Code and the Treasury Regulations promulgated thereunder (the “Intended Tax Treatment”). Assuming the Mergers so qualify, Nth Cycle U.S. Holders (as defined in the section entitled “Certain U.S. Federal Income Tax Considerations of the Mergers”) generally should not recognize gain or loss for U.S. federal income tax purposes upon the exchange of their Nth Cycle Common Stock for shares of New Nth Cycle Common Stock pursuant to the Mergers.

In connection with the filing of this registration statement, Nth Cycle will receive an opinion of counsel, based on customary assumptions and certain representations, warranties and covenants of Nth Cycle, Kensington and the Merger Subs, to the effect that the Mergers should qualify for the Intended Tax Treatment. However, the obligations of Nth Cycle and Kensington to complete the Mergers are not conditioned on the receipt of an opinion of U.S. tax counsel that the Mergers should so qualify. If the Mergers, taken together, do not qualify for the Intended Tax Treatment, the exchange of Nth Cycle Common Stock pursuant to the Mergers generally would be treated as a taxable exchange for U.S. federal income tax purposes, and each U.S. Holder of Nth Cycle Common Stock generally would recognize capital gain or loss for U.S. federal income tax purposes upon the receipt of New Nth Cycle Common Stock issued to such holder in exchange for its Nth Cycle Common Stock in connection with the Mergers.

Please review the information in the section entitled “Certain U.S. Federal Income Tax Considerations of the Mergers” for a more complete description of the material U.S. federal income tax consequences of the Mergers to U.S. Holders of Nth Cycle Common Stock. The discussion of the material U.S. federal income tax consequences contained in this proxy statement/prospectus is intended to provide only a general discussion. The tax consequences of the Mergers to any particular Nth Cycle stockholder will depend on that stockholder’s particular facts and circumstances. Accordingly, you are urged to consult your own tax advisor to determine the tax consequences of the Mergers to you, including the applicability and effect of U.S. federal, state, local and non-U.S. income and other tax laws in light of your particular circumstances.

In connection with the Business Combination, the funds deposited in the Trust Account will be released to (i) pay holders of Public Shares who properly exercise their redemption rights, (ii) pay transaction fees and expenses associated with the Business Combination and (iii) provide cash to New Nth Cycle for working capital and general corporate purposes following the Closing. See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination” for additional information.

In the event of significant redemptions, with fewer Public Shares and Public Shareholders, the trading market for New Nth Cycle Common Stock may be less liquid than the market for Kensington Class A ordinary shares was prior to the Business Combination, and New Nth Cycle may have greater difficulty satisfying the initial or continued listing requirements of NYSE or another national securities exchange.

In addition, with fewer funds available from the Trust Account, the amount of cash available to New Nth Cycle following the Business Combination will be reduced, which could affect New Nth Cycle’s ability to execute its business plan and growth strategy.

See “Summary of the Proxy Statement/Prospectus — Sources and Uses of Funds for the Business Combination” and the ownership tables elsewhere in this proxy statement/prospectus for information regarding the potential impact of various redemption scenarios on the Business Combination and the ownership of New Nth Cycle following Closing.

In addition, certain of Kensington's directors and officers have fiduciary, contractual or other obligations to other entities that may compete with Kensington for business combination opportunities. The Kensington Board considered these relationships in evaluating the Business Combination. For additional information, see “Information About Kensington — Conflicts of Interest” and “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination”.

It is important for you to know that, at the time of Kensington's extraordinary general meeting, the parties may not have received from the NYSE either confirmation of the listing of the New Nth Cycle Common Stock or that approval will be obtained prior to the consummation of the Business Combination, and it is possible that the listing condition to the consummation of the Business Combination may be waived by the parties to the Business Combination Agreement. As a result, you may be asked to vote to approve the Business Combination and the other proposals included in this proxy statement/prospectus without such confirmation, and, further, it is possible that such confirmation may never be received and the Business Combination could still be consummated if such condition is waived or is subject to an exception and therefore the New Nth Cycle Common Stock would not be listed on any nationally recognized securities exchange.

Following the Closing, the Kensington Units will no longer be outstanding as separate securities. Holders of Kensington Units will hold the corresponding New Nth Cycle securities resulting from the Domestication and the Business Combination. Holders should refer to the sections of this proxy statement/prospectus describing the treatment of Kensington's securities in connection with the Business Combination for additional information.

Domestication Proposal — The approval of the Domestication Proposal requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Kensington Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting.

Stock Issuance Proposal — The approval of the Stock Issuance Proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Kensington Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting.

Organizational Documents Proposal — The approval of the Organizational Documents Proposal requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Kensington Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting.

Advisory Organizational Documents Proposals — The separate approval of each of the Advisory Organizational Documents Proposals, each of which is a non-binding advisory vote, requires a special resolution, being the affirmative vote of holders of at least two-thirds of the Kensington Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting.

New Nth Cycle Incentive Plan Proposal — The approval of the New Nth Cycle Incentive Plan Proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Kensington Ordinary Shares as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting.

Adjournment Proposal — The approval of the Adjournment Proposal requires an ordinary resolution, being the affirmative vote of the holders of a simple majority of the Kensington Ordinary Shares as being entitled to do so, vote in person or, where proxies are allowed, by proxy at the extraordinary general meeting.

The Sponsor has agreed to vote all the Founder Shares and any Public Shares they may hold in favor of all the proposals being presented at the extraordinary general meeting. As of the Record Date, the Sponsor owned approximately 30.0% of the issued and outstanding Kensington Ordinary Shares. See “Questions and Answers for Shareholders — How does the Sponsor intend to vote their Kensington Ordinary Shares?”

The Business Combination was not structured to require the approval of at least a majority of Kensington’s unaffiliated shareholders because such a vote is not required under Cayman Islands law.

The Kensington Board, after careful consideration, determined that the Business Combination is in the best interests of Kensington and its shareholders, and approved, among other things, the Business Combination Agreement, the Business Combination and the other agreements and transactions contemplated thereby. See The Extraordinary General Meeting — Recommendation of the Board” for more information.

For a description of the Kensington Board’s reasons for the approval of the Business Combination and the unanimous recommendation of the Kensington Board, see “Proposal No. 1 — The Business Combination Proposal — The Kensington Board’s Reasons for the Approval of the Business Combination”.

When you consider the recommendation of the Kensington Board in favor of approval of these proposals, you should keep in mind that the Sponsor and Kensington’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of unaffiliated Kensington shareholders. Please see “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination”.

As a result, a significant number of shares eligible to vote on the proposals to be presented at the extraordinary general meeting will already be committed to be voted in favor of such proposals. The Business Combination was not structured to require the approval of a majority of Kensington's unaffiliated shareholders because such a vote is not required under Cayman Islands law.

To the extent that the Sponsor or Kensington's executive officers purchase Public Shares in compliance with Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

The existence of financial and personal interests of one or more of Kensington's directors may result in a conflict of interest between what such director believes is in the best interests of Kensington and its shareholders and what such director believes is best for himself or herself in determining to recommend that shareholders vote for the proposals. In addition, Kensington's officers may have interests in the Business Combination that conflict with your interests as a shareholder. See “Proposal No. 1 — The Business Combination Proposal — Interests of Certain Kensington Persons in the Business Combination”.

If you vote against the Business Combination Proposal and the Business Combination Proposal does not obtain the requisite vote at the extraordinary general meeting, then the Business Combination Proposal will fail and we will not consummate the Business Combination. If we do not consummate the Business Combination, we may continue to try to complete a business combination with a different target business until March 5, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law). If we fail to complete an initial business combination by March 5, 2028 (or such later date as its shareholders may approve in accordance with the Cayman Constitutional Documents, subject to applicable law), then we will be required to liquidate the Trust Account by returning then-remaining funds in the Trust Account to the Public Shareholders.

In the event that the Sponsor and Kensington’s officers and directors or their affiliates purchase shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such transaction could be to increase the likelihood of obtaining shareholder approval of the Business Combination. Kensington expects any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

In addition, if such purchases are made, the public float of Kensington Class A Shares and the number of beneficial holders of Kensington Class A Shares may be reduced, possibly making it difficult to obtain or maintain the listing of Kensington’s securities on the NYSE.

In the event the Sponsor and Kensington’s officers and directors or their affiliates were to purchase Public Shares from Public Shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act. To the extent that the Sponsor and Kensington’s officers and directors or their affiliates purchase Public Shares in compliance with the requirements of Rule 14e-5 under the Exchange Act, such shares would not be voted in favor of approving the Business Combination.

Sodali & Co

430 Park Avenue, 14th Floor

New York, NY 10022

Shareholders may call toll-free: (800) 662-5200

Banks and Brokers may call collect: (203) 658-9400

Email: KCAC@info.sodali.com

You may also contact Kensington at:

Kensington Capital Acquisition Corp. VI

1400 Old Country Road, Suite 301

Westbury, NY 11590

Telephone: (703) 674-6514

Attention: Secretary

To obtain timely delivery, Kensington’s shareholders and warrant holders must request the materials no later than five business days prior to the extraordinary general meeting.

You also may obtain additional information about Kensington from documents filed with the SEC by following the instructions in the section of this proxy statement/prospectus entitled “Where You Can Find More Information”.

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your Kensington New Units (either physically or electronically) to Kensington's transfer agent prior to 4:30 p.m., Eastern Time, on the second business day prior to the extraordinary general meeting of shareholders. Please note that, prior to being able to exercise your redemption rights with respect to your Public Shares, you must separate the Kensington Original Units and receive, for each Kensington Original Unit, one-quarter (1/4) of one Kensington Class 1 Warrant and one Kensington New Unit. It is Kensington’s understanding that this separation generally takes at least two business days to complete. As such, to the extent you desire to exercise your redemption rights, it is important that this separation occurs a sufficient amount of time in advance of the redemption deadline to ensure you are able to timely submit the Kensington New Unit for redemption of your Public Share in order to redeem your Public Share. Once you hold Kensington New Units, you are able to exercise the redemption right with respect to the underlying Public Share by timely submitting that Kensington New Unit for redemption of your Public Share. In connection with such redemption, the three-quarters (3/4) of one Kensington Class 2 Warrant in such Kensington New Unit will expire.

If you have questions regarding the certification of your position or delivery of your units, please contact:

Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attention: SPAC Redemptions Team

Email: spacredemptions@continentalstock.com