Business Context and Reporting Period
Energy Vault Holdings, Inc. is identified in the request metadata, but the filing registrant is Novus Capital Corporation II, a special purpose acquisition company (SPAC). This Form 8-K was filed on May 20, 2021, regarding the Company’s audited balance sheet as of February 8, 2021.
Financial Reporting and Accounting Matters
- The Company concluded that its previously issued February 8, 2021 balance sheet should no longer be relied upon.
- Public warrants and private placement warrants had been classified as equity. Following the SEC Staff’s April 12, 2021 statement on SPAC warrant accounting, the Company determined that the warrants should instead be classified as liabilities.
- The warrants are to be measured at fair value upon issuance, with subsequent fair-value changes reported in the statement of operations.
- The filing does not provide revised amounts for total assets, liabilities, equity, warrant fair values, earnings, cash flow, liquidity, debt, or margins.
Material Change Versus Prior Reporting
The Company’s previously filed balance sheet will be restated to correct the classification of its public and private placement warrants. The Company stated that it would file an amendment to its February 8, 2021 Form 8-K as soon as practicable.
Management Commentary, Risks, and Unusual Items
- The accounting conclusion followed discussions among management, the audit committee, and Marcum LLP, the independent registered public accounting firm.
- The restatement may affect reported liabilities, equity, and subsequent-period results through changes in warrant fair value, but the filing does not quantify the impact.
- The filing reflects an accounting correction rather than operating guidance or a business outlook. No revenue, profitability, cash-flow, financing, or other operating guidance is provided.
Key Facts for Investors to Verify
- Review the amended filing for the restated February 8, 2021 balance sheet.
- Verify the fair-value amounts assigned to the public and private placement warrants.
- Assess the effect of subsequent warrant fair-value changes on future statements of operations.
- Confirm whether any additional SEC or auditor disclosures accompany the restatement.