Filing Summary
Business Context and Reporting Period
Novus Capital Corporation II, the special purpose acquisition company (SPAC) pursuing a merger with Energy Vault, Inc., filed this Form 8-K for an event dated December 29, 2021. The report was signed on January 4, 2022.
Material Transaction
- Novus entered into a subscription agreement with an accredited investor for the private placement of 5,000,000 shares of Class A common stock.
- The purchase price is $10.00 per share, for aggregate gross proceeds of $50.0 million.
- The shares are intended to be issued on the same terms as prior PIPE subscriptions related to the proposed business combination with Energy Vault.
- Closing of the investment is contingent on the concurrent completion of the proposed transactions, including the merger of Energy Vault with and into Novus’s wholly owned subsidiary, with Energy Vault surviving as a wholly owned subsidiary of the combined company.
- Proceeds are intended to provide additional capital to the combined company after the transaction closes.
Financial Metrics and Liquidity
The filing does not provide revenue, profit, cash flow, margins, debt, balance-sheet liquidity, or operating forecasts. The $50.0 million represents committed gross private-placement proceeds, subject to closing conditions, rather than reported revenue or cash on hand.
Equity Issuance and Key Risks
- The securities will be issued without registration under the Securities Act, relying on Section 4(a)(2) and/or Regulation D exemptions.
- The transaction is not assured because completion depends on customary conditions and the closing of the proposed Energy Vault business combination.
- The issuance would increase the number of outstanding Class A shares and could dilute existing shareholders.
- The filing contains no new guidance, operating outlook, financial results, or quantified contingencies beyond the transaction conditions.
Important Facts to Verify
- Whether the Energy Vault business combination and the related PIPE financing ultimately closed.
- Whether the 5,000,000 shares were issued and the $50.0 million was received.
- The final post-transaction share count, ownership structure, and dilution to existing holders.
- The combined company’s actual use of proceeds and available liquidity after closing.
- Any subsequent filings describing amended transaction terms, termination rights, or additional financing.