Business Context and Reporting Period
Novus Capital Corporation II filed this Form 8-K on February 10, 2022, reporting the results of a special stockholder meeting related to its proposed business combination with Energy Vault, Inc. The transaction was expected to close on February 11, 2022, after which Novus expected to change its name to Energy Vault Holdings, Inc.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating and financial performance metrics.
Material Developments
- Stockholders approved the Business Combination Proposal to merge Legacy Energy Vault with a wholly owned subsidiary of Novus, with Legacy Energy Vault surviving as a wholly owned subsidiary.
- Stockholders approved amendments to change the company name to Energy Vault Holdings, Inc. and eliminate the Class B common stock classification in favor of a single class of common stock.
- Stockholders approved changes to authorized shares, director removal provisions, corporate opportunity provisions, voting thresholds, and other charter provisions, including removal of provisions specific to special purpose acquisition companies.
- Stockholders approved the Energy Vault Holdings, Inc. 2022 Equity Incentive Plan.
- Stockholders approved the NYSE proposal covering issuance of common stock to Energy Vault stockholders and PIPE investors, as well as equity awards under the 2022 Plan.
Voting Results
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Business Combination | 25,778,478 | 587,935 | 42,238 |
| Name Change Charter Amendment | 25,778,498 | 587,735 | 42,418 |
| Common Stock Reclassification | 25,778,172 | 587,259 | 43,220 |
| Authorized Share Amendment | 25,770,974 | 589,240 | 48,437 |
| Director Removal Amendment | 25,727,414 | 627,329 | 53,908 |
| Corporate Opportunity Amendment | 25,754,309 | 598,215 | 56,127 |
| Voting Thresholds Amendment | 25,721,689 | 640,858 | 46,104 |
| Additional Charter Amendment | 25,777,157 | 587,735 | 43,759 |
| Equity Incentive Plan | 25,501,840 | 853,444 | 53,367 |
| NYSE Proposal | 24,739,719 | 1,619,736 | 49,196 |
Outlook, Risks, and Unusual Items
- The filing stated that closing was anticipated for February 11, 2022; it did not confirm that closing had occurred as of the filing date.
- The authorized share amendment would reduce authorized capital stock from 525 million shares to 505 million shares, consisting of 500 million common shares and 5 million preferred shares.
- The charter amendments increase certain approval thresholds to 66 2/3% and provide that directors may be removed only for cause by holders of at least 66 2/3% of the voting power.
- The transaction involves stock issuance to Energy Vault stockholders and PIPE investors, creating potential dilution for existing stockholders. The filing does not provide the total number of shares to be issued or the PIPE proceeds.
Investor Verification Points
- Verify completion of the business combination and the effective name change to Energy Vault Holdings, Inc.
- Verify final capitalization, including shares issued in the merger, PIPE financing, equity awards, and any resulting dilution.
- Review subsequent filings for Energy Vault’s revenue, profitability, cash position, liquidity, debt, and operating outlook.
- Confirm the final charter provisions, NYSE listing status, and implementation of the 2022 Equity Incentive Plan.