Energy Vault Holdings, Inc. current report, 08 February 2021

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Filing Summary

Business Context and Reporting Period

This Form 8-K was filed by Novus Capital Corporation II, a special purpose acquisition company (SPAC), on February 12, 2021, reporting events occurring February 8, 2021. The filing is associated with the company identified in the request as Energy Vault Holdings, Inc., but the registrant named in the filing is Novus Capital Corporation II.

Key Financial Metrics and Capitalization

  • The company completed its initial public offering of 28,750,000 units at $10.00 per unit.
  • Gross IPO proceeds were $287.5 million, including 3,750,000 units issued through the underwriters’ fully exercised overallotment option.
  • Each unit consisted of one Class A common share and one-third of a redeemable warrant.
  • Each whole public warrant is exercisable for one Class A common share at $11.50 per share, subject to adjustment.
  • The company privately sold 5,166,666 warrants to its initial stockholders at $1.50 per warrant, generating $7.75 million of gross proceeds.
  • The filing states that $287.5 million was placed in a U.S.-based trust account at JPMorgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company as trustee.
  • The filing does not provide revenue, operating profit, net income, cash flow, margins, debt, or liquidity metrics beyond the IPO and trust-account proceeds.

Material Changes Versus the Prior Comparable Period

The principal reported change was the consummation of the IPO and related private warrant placement on February 8, 2021. The filing does not present a prior comparable operating period or comparative financial statements.

Guidance, Outlook, Risks, and Unusual Items

  • No financial guidance or operating outlook is provided.
  • The company’s funds were placed in a trust account, consistent with SPAC structure, pending a future business combination and related permitted uses.
  • The filing does not disclose a business-combination target, transaction terms, contingencies, or operating risks beyond the warrant terms and trust-account arrangement.
  • An audited balance sheet as of February 8, 2021 was filed as Exhibit 99.1.
  • The reported proceeds require verification: IPO proceeds of $287.5 million plus private-placement proceeds of $7.75 million total $295.25 million, while the filing states that $287.5 million was deposited into the trust account.

Investor Verification Points

  • Review Exhibit 99.1 for the audited post-IPO balance sheet and exact cash, warrant, and equity classifications.
  • Confirm the allocation of the $7.75 million private-placement proceeds and the amount held outside the trust account.
  • Verify the applicable redemption, warrant, and business-combination provisions in the IPO documents.
  • Confirm the relationship between Novus Capital Corporation II and the later Energy Vault Holdings, Inc. entity.