Filing identity and reporting period
Important entity mismatch: The supplied filing is Novus Capital Corporation II’s Form 10-K, not an Energy Vault Holdings, Inc. filing. It covers the period from incorporation on September 29, 2020 through December 31, 2020, and was signed March 26, 2021. Novus was a shell company formed to pursue a business combination; it had no operating business or target selected at year-end.
Financial results and position
| Metric | Reported amount or status |
|---|---|
| Operating revenue | None; the company had not commenced operations. |
| Net loss | $1,104 for inception through December 31, 2020, consisting of formation and operating costs. |
| Cash at year-end | $172,854. |
| Total assets | $209,896, including $37,042 of deferred offering costs. |
| Total liabilities | $186,000, including $160,000 of related-party promissory notes. |
| Stockholders’ equity | $23,896. |
| Cash flow | $104 used in operating activities and $172,958 provided by financing activities; ending cash was $172,854. |
| Margins, operating cash generation, and debt metrics | Not meaningful or not clearly provided for this pre-operating shell company. |
The filing reports no prior comparable operating period because the company was incorporated during 2020. The $160,000 promissory-note balance outstanding at year-end was repaid on February 8 and February 10, 2021.
Subsequent financing and liquidity
After year-end, on February 8, 2021, Novus completed an IPO of 28.75 million units at $10 each, raising $287.5 million gross, and sold 5,166,666 private warrants for $7.75 million gross. The filing says $287.5 million was placed in the trust account. It reports $6,224,714 of transaction costs and, in one section, $1,415,310 of cash outside the trust account; other disclosures estimate approximately $1 million available outside the trust. These outside-cash figures are not consistent in the supplied text. Management said the IPO alleviated substantial doubt about the company’s ability to fund operations for a reasonable period.
Outlook, risks, and unusual items
- Novus had until February 8, 2023 to complete a business combination; otherwise, it generally must redeem public shares from the trust and liquidate. Warrants would expire worthless if no combination is completed.
- No target had been selected, and the filing says there had been no substantive discussions with a prospective target. The company described broad acquisition criteria, including a potential enterprise value range of $500 million to $1.5 billion, but these were not a committed transaction or forecast.
- Key risks include failure to find or complete a suitable combination, redemption requests reducing available cash, competition for targets, COVID-19-related market and transaction disruption, and potential creditor claims against trust assets. The CFO-controlled entity’s indemnity for certain trust shortfalls may not be collectible; the company had not verified its ability to pay.
- Potential conflicts include management’s other business affiliations and Cowen’s role in the IPO and business-combination marketing. Cowen is entitled to a fee equal to 3.5% of IPO gross proceeds, or $10,062,500, upon completion of a business combination.
- There is no operating-company guidance. The filing warns that future financing, debt, redemptions, and warrant or founder-share conversion could affect the combined company’s liquidity and dilute existing holders.
Most important facts for investors to verify
- Confirm the intended issuer: this document identifies Novus Capital Corporation II, not Energy Vault Holdings, Inc.
- Review the subsequent IPO closing disclosures, including the trust balance, transaction costs, and cash available outside the trust; the latter is stated inconsistently in the text.
- Verify any later business-combination filing, including target financials, transaction valuation, financing, redemption levels, and pro forma ownership and dilution.
- Assess the trust-account protections, the limits and collectability of the CFO-affiliated entity’s indemnity, and the deadline and redemption terms.
- Review the marketing fee, related-party arrangements, management conflicts, and warrant terms before relying on the securities’ potential value.