EX-10.22(A)S-4/A·CIK 2102713·0001193125-26-418129

EX-10.22(A)

View original filing on SEC EDGAR → ·  seen Oct 09, 2026, 06:03 EDT

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FILING DETAILS

Filer
Kensington Capital Acquisition Corp. VI
Filed
Oct 09, 2026
SEC file no.
333-298998
State of inc.
E9
SIC
2810
Location
WESTBURY, NY

Exhibit 10.22(a)

NTH CYCLE,INC.

AMENDMENTTO NOTE PURCHASEAGREEMENT

This Amendment to the Note Purchase Agreement dated as of May 1, 2026 (this “Amendment”),ismadebyandamongNthCycle,Inc.,aDelawarecorporation(the“Company”), and the undersigned holders of subordinated convertible promissory notes (the “Notes”) sold pursuant to that certain Note Purchase Agreement dated as of April 24, 2026, by and among the CompanyandthePurchasersnamedtherein(the“PurchaseAgreement”).Capitalizedtermsused but not otherwise defined in this Amendment shall have the meanings given to them in the Purchase Agreement.

WHEREAS,pursuanttoSection8.7ofthePurchaseAgreement,anytermofthePurchase Agreement maybeamended, modified, or terminated withthewritten consentof theholdersof a majorityofthethen-outstandingaggregateprincipalamountoftheNotes(suchmajoritythe“Note Approval Amount”);

WHEREAS,thepartiesdesiretoamendthePurchaseAgreementtoextendthetimeperiod during which the Company may sell Notes following the initial Closing Date; and

WHEREAS, the undersigned holders of Notes, constituting at least the Note Approval Amount, desire to enter into this Amendment.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein and in the Purchase Agreement, the parties hereto agreeas follows:

1.

Amendment.Section2.1ofthePurchaseAgreementisherebyamendedandrestated in its entirety as follows:

“Notes. Subject tothe terms and conditions of thisAgreement, each closing (collectively, the“Closings”)ofthesaleandpurchaseofNotesunderthisAgreementshalltakeplaceat Foley Hoag LLP, Seaport West, 155 Seaport Boulevard, Boston, MA 02210-2600 (or remotely via the exchange of documents and signatures) on or after the date hereof (the date of each such Closing, a “Closing Date”).The Company may conduct one or more additionalclosingstoselltheremainingNotesatanytimeonorbeforeMay22,2026(such date,the“FinalClosingDate”).AteachClosing,theCompanyshalldeliveraNotetoeach Purchaser participating in such Closing in the original principal amount set forth next to such Purchaser’s name on its signature page hereto, and each Purchaser shall pay to the Company the purchase price therefor, which shall be equal to such original principal amount. The Company is under no obligation to sell, and makes no representation or warrantyregardingitsabilitytosecuresubscriptionsforthe purchaseof,thefullprincipal amount of the Notes available for issuance hereunder.”

2.

No Other Amendment.Except as modified by this Amendment, the Purchase Agreement, the Notes and the Subordination Agreements shall remain in full force and effect in all respects without any modification. This Amendment shall be effective upon the execution by theCompanyandthePurchasersrepresentingtheNoteApprovalAmountandshallbebindingon all Purchasers.


3.

Governing Law.This Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware without reference to the conflicts of law provisions thereof.

4.

Counterparts; Signatures.This Amendment may be executed in any number of counterparts,eachofwhichshallbedeemedtobeanoriginal,andallofwhichshallconstituteone andthesamedocument.ThisAmendmentmaybeexecutedbyelectronicorfacsimilesignatures.

[Signature page follows.]


INWITNESSWHEREOF,thepartieshaveexecutedthis AmendmenttoNotePurchase Agreement as of the day and year first written above.

# COMPANY:# NTHCYCLE, INC.
By: /s/ Megan O’Connor
Name: Megan O’Connor
Title: ChiefExecutive Officer

SignaturePagetoAmendmentto NotePurchase Agreement


IN WITNESS WHEREOF, the parties have executed this Amendment to Note Purchase Agreement as of the day and year first written above.

# INVESTORS:# DCTHOMSON& COMPANYLIMITED
By: /s/ John Thomson
Name: John Thomson
Title: Director

SignaturePagetoAmendment toNotePurchase Agreement


IN WITNESS WHEREOF, the parties have executed this Amendment to Note Purchase Agreement as of the day and year first written above.

# INVESTORS:# WISDOMWARRIORI LP
By: /s/ Gary Griffiths
Name: Gary Griffiths
Title: ManagingDirector

SignaturePagetoAmendment toNotePurchase Agreement


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