KCAC-UN 10-Q
Kensington Capital Acquisition Corp. VI (KCAC-UN)
Table of Contents
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of |
(Commission |
(I.R.S. Employer | ||
incorporation) |
File Number) |
Identification No.) |
(Address of Principal Executive Offices) |
(Zip Code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
| Emerging growth company | ||||||
Table of Contents
KENSINGTON CAPITAL ACQUISITION CORP. VI
Quarterly Report on Form 10-Q
Table of Contents
| Page No. |
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| Item 1. |
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| Condensed Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 |
1 | |||||
| Condensed Statements of Operations for the Three and Six Months Ended June 30, 2026 (Unaudited) |
2 | |||||
| 3 | ||||||
| Condensed Statement of Cash Flows for the Six Months Ended June 30, 2026 (Unaudited) |
4 | |||||
| 5 | ||||||
| Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
19 | ||||
| Item 3. |
22 | |||||
| Item 4. |
22 | |||||
| Item 1. |
23 | |||||
| Item 1A. |
23 | |||||
| Item 2. |
23 | |||||
| Item 3. |
23 | |||||
| Item 4. |
23 | |||||
| Item 5. |
23 | |||||
| Item 6. |
24 | |||||
i
Table of Contents
June 30, 2026 |
December 31, 2025 |
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(Unaudited) |
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ASSETS |
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Current Assets |
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Cash |
$ | $ | ||||||
Prepaid expenses |
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Prepaid insurance |
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Total Current Assets |
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Deferred offering costs |
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Long-term prepaid insurance |
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Cash and marketable securities held in Trust Account |
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TOTAL ASSETS |
$ |
$ |
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LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ (DEFICIT) EQUITY |
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Current Liabilities |
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Accounts payable and accrued expenses |
$ | $ | ||||||
Accrued offering costs |
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Promissory note – related party |
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Total Current Liabilities |
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Working Capital Loans – related party |
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Deferred legal fee |
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Derivative liabilities – Private Placement Warrants |
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Deferred underwriting fee |
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TOTAL LIABILITIES |
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Commitments and Contingencies (Note 6) |
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Class A ordinary shares subject to possible redemption, $ |
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Shareholders’ (Deficit) Equity: |
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Preference shares, $ |
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Class A ordinary shares, $ |
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Class B ordinary shares, $ (1) |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ( |
) | ||||
Total Shareholders’ (Deficit) Equity |
( |
) |
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TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
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| (1) | At December 31, 2025, included an aggregate of up to |
For the Three Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2026 |
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General and administrative costs |
$ | $ | ||||||
Loss from operations |
( |
) |
( |
) | ||||
Other income (expense): |
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Fair value of warrants liability in excess of purchase price of Private Placement Warrants |
( |
) | ||||||
Loss on change in fair value of derivative liabilities – Private Placement Warrants |
( |
) | ( |
) | ||||
Transaction costs allocable to derivative liabilities – Private Placement Warrants |
( |
) | ||||||
Interest earned on cash and marketable securities held in Trust Account |
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Total other expenses, net |
( |
) |
( |
) | ||||
Net loss |
$ |
( |
) |
$ |
( |
) | ||
Basic and diluted weighted average Class A ordinary shares outstanding |
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Basic and diluted net loss per Class A ordinary share |
$ |
( |
) |
$ |
( |
) | ||
Basic and diluted weighted average Class B ordinary shares outstanding |
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Basic and diluted net loss per Class B ordinary share |
$ |
( |
) |
$ |
( |
) | ||
Class A Ordinary Shares |
Class B Ordinary Shares |
Additional Paid-in Capital |
Accumulated Deficit |
Total Shareholders’ Deficit |
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Shares |
Amount |
Shares |
Amount |
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Balance — January 1, 2026 (1) |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Proceeds in excess of fair value of Private Placement Warrants |
— | — | — | — | ||||||||||||||||||||||||
Fair Value of Public Warrants at issuance |
— | — | — | — | ||||||||||||||||||||||||
Offering costs allocated to fair value equity instruments |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Accretion of Class A ordinary shares to redemption amount |
— | — | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Balance — March 31, 2026 |
( |
) |
( |
) | ||||||||||||||||||||||||
Accretion of Class A ordinary shares to redemption amount |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Net loss |
— | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||
Balance — June 30, 2026 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
| (1) | Included an aggregate of up to |
| Cash Flows from Operating Activities: |
||||
| Net loss |
$ | ( |
) | |
| Adjustments to reconcile net loss to net cash used in operating activities: |
||||
| Transaction costs allocable to derivative liabilities – Private Placement Warrants |
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| Interest earned on cash and marketable securities held in Trust Account |
( |
) | ||
| Loss on change in fair value of derivative liabilities – Private Placement Warrants |
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| Fair value of warrant liability in excess of purchase price of Private Placement Warrants |
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| Changes in operating assets and liabilities: |
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| Prepaid expenses |
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| Prepaid insurance |
( |
) | ||
| Accounts payable and accrued expenses |
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| Deferred legal fee |
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| |
|
|||
| Net cash used in operating activities |
( |
) | ||
| |
|
|||
| Cash Flows from Investing Activities: |
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| Investment of cash in Trust Account |
( |
) | ||
| |
|
|||
| Net cash used in investing activities |
( |
) | ||
| |
|
|||
| Cash Flows from Financing Activities: |
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| Proceeds from sale of Units, net of underwriting discounts paid |
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| Proceeds from sale of Private Placement Warrants |
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| Proceeds from promissory note – related party |
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| Payment of offering costs |
( |
) | ||
| |
|
|||
| Net cash provided by financing activities |
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| |
|
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| Net Change in Cash |
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| Cash – Beginning of period |
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| |
|
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| Cash – End of period |
$ |
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| |
|
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| Non-Cash investing and financing activities: |
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| Offering costs included in accrued offering costs |
$ | |||
| |
|
|||
| Remeasurement of Class A ordinary shares to redemption value |
$ | |||
| |
|
|||
| Deferred underwriting fee payable |
$ | |||
| |
|
|||
| Deferred legal fee payable |
$ | |||
| |
|
|||
| Conversion of advances and short-term promissory notes to Working Capital Loans – related party |
$ | |||
| |
|
Gross proceeds |
$ | |||
Less: |
||||
Proceeds allocated to Public Warrants |
( |
) | ||
Class A ordinary shares issuance cost |
( |
) | ||
Plus: |
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Remeasurement of carrying value to redemption value |
||||
Class A Ordinary Shares subject to possible redemption, June 30, 2026 |
$ |
|||
For the Three Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2026 |
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Class A |
Class B |
Class A |
Class B |
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Basic and diluted net loss per ordinary share: |
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Numerator: |
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Allocation of net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Denominator: |
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Weighted-average ordinary shares outstanding |
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Basic and diluted net loss per ordinary share |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| • | in whole and not in part; |
| • | at a price of $ |
| • | upon not less than |
| • | if, and only if, the closing price of the Class A ordinary shares equals or exceeds $ |
| • | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
| • | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
| • | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. |
Level |
June 30, 2026 |
December 31, 2025 |
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Assets: |
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Cash and marketable securities held in Trust Account |
1 | $ | $ | |||||||||
Liabilities: |
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Derivative liabilities – Private Placement Warrants |
3 | $ | $ | |||||||||
March 5, 2026 |
||||
Implied share price |
$ | |||
Volatility |
% | |||
Risk-free rate (Continuous) |
% | |||
Expected term to De-SPAC (Years) |
||||
Probability of De-SPAC and market adjustment |
% | |||
March 5, 2026 |
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Private Warrants - Sponsor |
Private Warrants - Underwriters |
|||||||
Implied share price |
$ | $ | ||||||
Volatility |
% | % | ||||||
Risk-free rate (Continuous) |
% | % | ||||||
Expected term to De-SPAC (Years) |
— | |||||||
Term (Years) |
||||||||
Probability of De-SPAC and market adjustment |
$ | % | % | |||||
June 30, 2026 |
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Private Warrants - Sponsor |
Private Warrants - Underwriters |
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Implied share price |
$ | $ | $ | |||||||||
Volatility |
% | % | ||||||||||
Risk-free rate (Continuous) |
% | % | ||||||||||
Expected term to De-SPAC (Years) |
— | |||||||||||
Term (Years) |
||||||||||||
Probability of De-SPAC and market adjustment |
$ | % | % | |||||||||
Private Warrants - Sponsor |
Private Warrants - Underwriters |
Warrant Liabilities |
||||||||||
Warrant liabilities at December 31, 2025 |
$ | $ | $ | |||||||||
Issuance of Private Warrants at Initial Public Offering |
||||||||||||
Change in fair value of derivative liabilities – Private Placement Warrants |
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Fair value as of March 31, 2026 |
||||||||||||
Change in fair value of derivative liabilities – Private Placement Warrants |
||||||||||||
Fair value as of June 30, 2026 |
$ |
$ |
$ |
|||||||||
June 30, 2026 |
December 31, 2025 |
|||||||
Cash and marketable securities held in Trust Account |
$ | $ | ||||||
Cash |
$ | $ | ||||||
For the Three Months Ended June 30, 2026 |
For the Six Months Ended June 30, 2026 |
|||||||
General and administrative costs |
$ | $ | ||||||
Interest earned on cash and marketable securities held in Trust Account |
$ | $ | ||||||
Table of Contents
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
References in this report (the “Quarterly Report”) to “we,” “us” or the “Company” refer to Kensington Capital Acquisition Corp. VI. References to our “management” or our “management team” refer to our officers and directors, and references to the “Sponsor” refer to Kensington Capital Sponsor VI LLC. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the Proposed Business Combination (as defined below), the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that the conditions of the Proposed Business Combination are not satisfied. For information identifying important factors that could cause actual results to differ materially from those anticipated in the forward-looking statements, please refer to the Risk Factors section of the Company’s final prospectus for its Initial Public Offering filed with the U.S. Securities and Exchange Commission (the “SEC”). The Company’s securities filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, the Company disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Overview
We are a blank check company incorporated as a Cayman Islands exempted company on December 4, 2025 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). We intend to effectuate our Business Combination using cash derived from the proceeds of the initial public offering (the “Initial Public Offering”) described below and the sale of the Private Placement Warrants (as defined below), our shares, debt or a combination of cash, shares and debt.
We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.
Homeland Merger Sub, Inc. (“Merger Sub I”) and Homeland Merger Sub II, LLC (“Merger Sub II) were incorporated in Delaware on July 17, 2026, as our wholly owned subsidiaries. They were formed for the purpose of effectuating the First and Second Merger with Nth Cycle prior to the transactions as contemplated in the Business Combination Agreement (discussed below) to facilitate the consummation of the proposed Business Combination.
Business Combination Agreement
On July 21, 2026 we entered into a Business Combination agreement with Merger Sub I, Merger Sub II, Nth Cycle, Inc., a Delaware corporation (“Nth Cycle”), and our Sponsor, pursuant to which, among other things and subject to the terms and conditions therein, Merger Sub I will merge with and into Nth Cycle, with Nth Cycle continuing as the surviving company (the “First Merger” and the effective time of such First Merger, the “First Effective Time”); and then Nth Cycle will immediately thereafter merge with and into Merger Sub II, with Merger Sub II continuing as the surviving company (the “Second Merger”; the First Merger and the Second Merger are referred to as the “Mergers”) but will change its name to Nth Cycle, LLC (“the Business Combination Agreement”). The transactions contemplated by the Business Combination Agreement, including our domestication as a Delaware corporation and the Mergers, are referred to herein as the “Business Combination.” In connection with the closing of the Business Combination (the “Closing”), we will change our name to “Nth Cycle Holdings, Inc.” (such company after the Closing, “New Nth Cycle”). After the completion of the Business Combination, New Nth Cycle’s common stock is expected to trade on the New York Stock Exchange under the symbol “NTH.”
Results of Operations
We have neither engaged in any operations nor generated any revenues to date. Our only activities from December 4, 2025 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on cash and marketable securities held in a trust account (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.
For the three months ended June 30, 2026, we had a net loss of $7,622,938, which consists of general and administrative costs of $555,255, a loss on the change in fair value of Private Placement Warrant derivative liabilities of $9,161,334 offset by interest earned on cash and marketable securities held in Trust Account of $2,093,651.
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Table of Contents
For the six months ended June 30, 2026, we had a net loss of $8,381,997, which consists of general and administrative costs of $728,147, the fair value of warrant liability in excess of purchase price of Private Placement Warrants of $714,753, a loss on the change in fair value of Private Placement Warrant derivative liabilities of $9,498,443 and transaction costs allocable to the Private Placement Warrant derivative liabilities of $23,338 offset by interest earned on cash and marketable securities held in Trust Account of $2,582,684.
Liquidity and Capital Resources
On March 5, 2026, we consummated the Initial Public Offering of 23,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”) at $10.00 per Unit, which includes the full exercise of the Underwriters’ (as defined below) over-allotment option of 3,000,000 Units, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated the sale of an aggregate of 11,533,333 private placement warrants (the “Private Placement Warrants”) to the Sponsor at a price of $0.43 per Private Placement Warrant, or $5,000,000 in the aggregate. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC and Drexel Hamilton, LLC (collectively, the “Underwriters”) purchased an aggregate of 3,066,667 Private Placement Warrants at a price of $0.75 per Private Placement Warrant, or $2,300,000 in the aggregate.
Following the Initial Public Offering, the full exercise of the Underwriters’ over-allotment option, and the sale of the Private Placement Warrants, a total of $230,000,000 was placed in the Trust Account. We incurred transaction costs of $14,759,229, consisting of $4,600,000 of cash underwriting fee, $9,200,000 of deferred underwriting fee, and $959,229 of other offering costs.
For the six months ended June 30, 2026, cash used in operating activities was $450,142. Net loss of $8,381,997 was affected by interest earned on cash and marketable securities held in Trust Account of $2,582,684 and offset by the fair value of warrant liability in excess of purchase price of Private Placement Warrants of $714,753, a loss on the change in fair value of Private Placement Warrant derivative liabilities of $9,498,443 and the transaction costs allocable to the Private Placement Warrant of $23,338. Changes in operating assets and liabilities provided $278,005 of cash from operating activities.
As of June 30, 2026, we had cash and marketable securities held in the Trust Account of $232,582,684 (including approximately $2,582,684 of interest income). We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.
As of June 30, 2026, we had cash of $1,855,444. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.
In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, any of their respective affiliates or certain of the Company’s directors and officers may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. At the lender’s discretion, up to $2,000,000 of such Working Capital Loans may be convertible into warrants at a price of $0.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of June 30, 2026, there is $200,000 outstanding under the Working Capital Loans.
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.
Off-Balance Sheet Arrangements
We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of June 30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.
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Table of Contents
Contractual Obligations
We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay each of the Sponsor and DEHC LLC (each, a “Provider”, and collectively, the “Providers”) $20,000 per month for administrative and other services. These monthly fees will cease upon (i) the completion of the initial Business Combination, (ii) the liquidation of the Company or (iii) the 18-month anniversary of the effective date of the Initial Public Offering. The aggregate payments to each Provider shall not exceed $360,000 and any portion of such amount that has not yet been paid will become immediately due and payable upon the completion of the initial Business Combination.
The Underwriters were entitled to (1) an underwriting discount of $0.20 per Unit, or $4,600,000 in the aggregate which was paid in cash at the closing of the Initial Public Offering and (2) a deferred fee of $0.40 per Unit, or $9,200,000 in the aggregate. The deferred fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement and will be based on the amount of funds remaining in the Trust Account after shareholder redemptions of Public Shares in connection with the consummation of a Business Combination.
The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Placement Agent Agreements
On June 8, 2026 and June 9, 2026, we engaged Cohen & Company Securities, LLC (“CCM”) as a placement agent and Drexel Hamilton, LLC (“DH”), as a junior placement agent (the “Placement Agents”) in connection with a private placement transaction related to a potential de-SPAC transaction involving a target. Upon the closing of the private placement, we will pay transaction fees to CCM and DH equal to 95% and 5%, respectively, of 3% of the gross proceeds raised in the private placement certain investors as defined in the respective agreements. In addition, we shall reimburse each Placement Agent for out-of-pocket expenses of up to $80,000 upon consummation of the private placement or termination of the agreements. As of June 30, 2026, no private placement had closed, and no amounts were due under these agreements. Accordingly, no liability was recognized in the accompanying condensed balance sheets.
Critical Accounting Estimates
The preparation of the unaudited condensed financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the unaudited condensed financial statements, and income and expenses during the periods reported. Making estimates requires management to exercise significant judgement. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited condensed financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, actual results could materially differ from those estimates. We used a third-party valuation expert to determine the fair value of both the Public and Private Placement Warrants at inception and on a quarterly and annual basis for the Private Placement Warrants. As of June 30, 2026 and December 31, 2025, other than the Public and Private Placement Warrants, we did not have any critical accounting estimates to be disclosed.
Recent Accounting Standards
Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our unaudited condensed financial statements.
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Table of Contents
Item 3. Quantitative and Qualitative Disclosures About Market Risk
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2026, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that during the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level and, accordingly, provided reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the fiscal quarter of 2026 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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Item 6. Exhibits
| * | Filed herewith. |
| ** | These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KENSINGTON CAPITAL ACQUISITION CORP. VI | ||||||
| By: | /s/ Justin Mirro | |||||
| Date: August 13, 2026 | Name: | Justin Mirro | ||||
| Title: | Chief Executive Officer (Principal Executive Officer) | |||||
| Date: August 13, 2026 | By: | /s/ Daniel Huber | ||||
| Name: | Daniel Huber | |||||
| Title: | Chief Financial Officer (Principal Financial Officer) | |||||
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