Exhibit 10.23

February1,2026

RaffiFreeman

LetterofEmploymentviaElectronic mail to[***]

VIAELECTRONICMAILto

Re:OfferofEmployment

DearRaffi:

OnbehalfofNthCycle,Inc.(the“Company”)IampleasedtoofferyouemploymentinthepositionofChief FinancialOfficer,subjecttothetermsandconditionsbelow.

Thisletter outlines the terms of your employmentrelationship withtheCompany.Inaddition, andas an express materialcondition ofemployment, youmustreview, sign, and returntome the attachedProprietaryRights,Non-Disclosure, Developments, and Non-Solicitation Agreement (the “Proprietary Rights Agreement”).The Proprietary Rights Agreement contains very important terms and is a critical part of this offer of employment.

In this position, you will report to Dr. Megan O’Connor, CEOand Co-Founder.This position is a full-time regular position, andyour anticipatedstartdatewillbeFeb1st,2026(the“StartDate”).Your principal placeofwork being in Burlington, MA or such other location as the Company may direct based on need or business requirements.

1. Compensation.Youwillbeclassifiedasanexemptemployeeandwillbeexpectedtoworkastandard five-day,forty-hour per weekschedule, plus any additional hours necessary for the successful performanceof your jobdutiesandresponsibilities. Duringyouremployment,youwillbepaidabase salaryattheannualrateof$240,000. Your compensationwill be paidin regular installments in accordancewiththeCompany’sstandardpayrollprocessandissubjecttoapplicabletaxandother withholdings. As an exempt employee, youwill notbeeligibleforanyovertimepay.TheCompanymay periodicallyadjust your salary at itssole discretioninaccordancewiththepolicies, procedures, and practicesof theCompanyastheymayexist from time to time.

a.

Bonus.Following afundraiseequalto$40,000,000USDormore,youwillbeeligibletoreceive a discretionary performance bonus of up to $75,000, subject to the approval of the Company's Board of Directors (the "Board"). You must be an active employee of the Company on the date any bonus is distributed to be eligible for and earn any bonus award.

2. StockOptions.Subject to the terms and conditions of the Company's 2024 Stock Incentive Plan (the "Plan"), a separate option agreement and the approval of the Board, the Company may grant to you an incentive stock optionto purchase 180,480 shares of the Company's CommonStock, $0.0001 par value per share ("Common Stock), at a price per share equal to the fair market value at the time of approval by the Board (the “Time-Based Option”). The Time-Based Option is expected to become exercisable for 1/24thofthemaximum number of sharesgrantedattheendof eachonemonthperiodfollowingtheStart Date, so that the option shall be fully vested on the second anniversary of the Start Date, with vesting to cease as provided inthe Plan and the applicable option agreement. The Time-BasedOption is expected to besubjecttosingle-triggeraccelerationinfullimmediatelypriortotheconsummationofatransactionor series of related transactions by merger, consolidation, share exchange or otherwise of the Company with a publicly-traded “special purpose acquisition company” or its subsidiary (collectively, a “SPAC”), immediately following the consummation of which the shares of common stock of the SPAC is listed on the Nasdaq Stock MarketortheNewYorkStockExchange(suchevent,a“SPACTransaction”).Subjecttothetermsand conditions of the Plan, a separate option agreement and the approval of the Board,the Companymay granttoyouanadditionalincentivestockoptiontopurchase192,365sharesof CommonStock, ataprice per shareequaltothefairmarketvalueatthetimeof approvalbytheBoard, which optionisexpectedto become exercisable in full immediately prior to the consummation of a SPAC Transaction and otherwise shall not vest in any part(the “SPAC Option”); provided, however, that if a SPAC Transaction is not consummated withintwoyearsof the Start Date, theSPACOption shall expire and be of nofurtherforce or effect. Vesting of the SPAC Option shall also cease as provided in the Plan and the applicable option agreement.

3. Benefits.Youhavetheoptiontoparticipateinthebenefitprograms that the Companymakes available toitsemployees,ifyouare eligibleunder(and subjecttoallprovisionsof) the plandocumentsthatgovern those programs. The Company currently offers medical,dental, vision and additional insurance coverage. Thesebenefits are subject to change at any time in the Company’s sole discretion.

4. Paid Time Off.Nth Cycle currently maintains an unlimited paid time off (“PTO”) policy. You can take PTO atsuchtimesthat areapprovedinadvanceby the Company,subjecttothetermsof the Company’spolicy. You will also be eligible for paid company holidays, dates to bedetermined annually by the CEO.

5. Obligations.As a condition of your employment with the Company, you agree to execute the Proprietary Rights Agreement.You further agree that at all times during your employment (and afterwards applicable) you will be bound by,andwillfullycomply with,the ProprietaryRightsAgreement.Thisoffer letteris also contingent upon the successful completion of any background or reference checks desired by the Company. Forpurposes of federal immigration law, you will be required to complete a Form I-9 and provide to theCompany documentary evidence of your identity and eligibilityfor employment inthe United States as provided in the instruction to the Form I-9. Such documentation must be provided to us within three (3) business days following the start of your employment, or our employment relationship with you may be terminated.

6. NoConflict.Yourepresent that youare not bound byanyemploymentcontract,restrictivecovenant orotherrestrictionpreventingyoufromcarryingoutyourresponsibilitiesfortheCompany,orwhichisinany way inconsistent with the terms of this letter.

7. Company Policies.Youagree toabide by the rules,regulations, instructions, personnelpractices andpoliciesoftheCompanyandanychangesthereinthatmaybeadoptedfromtimetotimebytheCompany. Violationsofsuchpoliciesmayleadtoimmediateterminationofyouremployment.Further, theCompany's premises, including all documentsand other tangible materials therein, and all information technology resources oftheCompany(includingcomputers,electronicfiles,andallinternetuseandemail),aresubjecttooversight andinspectionbytheCompanyatanytime.Companyemployeesshouldhavenoexpectationofprivacywith regardtoanyCompanypremises, documents,materials, information, or technologyresources.

8. At-WillEmployment;EntireAgreement.Thislettershallnotbeconstruedasanagreement,either expressorimplied,toemployyoufor anystatedterm,andshallinnowayalter theCompany’spolicyof employment at-will, under which both the Company and you remain free toend the employment relationship for anyreason,atanytime,withorwithoutcauseornotice.Similarly,nothinginthisletter shallbeconstruedasan agreement,eitherexpressorimplied,topayyouanycompensationorgrantyouanybenefitsbeyondtheendof youremploymentwiththeCompany.Thislettersupersedesallpriorunderstandingsandagreements,whether written or oral, relating tothe terms of your employment.

If thislettercorrectlysetsforththetermsunderwhichyouwill be employedbytheCompany,please sign this letter in the space provided below and return it tome, along with a signed copy of the Proprietary Rights Agreement, by April 10, 2026.

Encl.

Theforegoingcorrectlysetsforththetermsof Company’s offerofat-willemploymentwithNthCycle, Inc.Iam not relying on any representations other than those set forth above.