Energy Vault Holdings, Inc. current report, 29 January 2022

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Filing Summary

Business Context and Reporting Period

This Form 8-K was filed by Novus Capital Corporation II, the SPAC pursuing a business combination with Energy Vault, Inc. The reported event occurred on January 29, 2022; the filing was signed and dated February 1, 2022.

Material Transaction and Key Financial Terms

  • 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 proceeds are intended to provide additional capital to the combined company following completion of the proposed Energy Vault business combination.
  • The shares are to be sold on the same terms as the PIPE subscriptions entered into in connection with the September 8, 2021 business combination agreement.

Business Combination and Conditions

Under the proposed transaction, Energy Vault is expected to merge with and into a wholly owned subsidiary of Novus, with Energy Vault surviving as a wholly owned subsidiary of the combined company. Closing of the additional PIPE investment is contingent on, among other customary conditions, the concurrent completion of the proposed business combination.

Registration, Outlook, and Risks

  • The securities are expected to be issued without registration under the Securities Act in reliance on Section 4(a)(2) and/or Regulation D.
  • The filing does not provide revenue, earnings, cash flow, margins, debt, liquidity, or operating guidance metrics.
  • Key risks include failure to satisfy closing conditions, failure to complete the proposed business combination, and the resulting inability to receive the $50.0 million investment.
  • The filing does not describe specific uses of proceeds beyond general additional capital for the combined company.

Important Facts to Verify

  • Whether the proposed Energy Vault business combination closed and whether the additional PIPE shares were issued.
  • The final number of shares outstanding and resulting dilution to existing shareholders.
  • The closing conditions and any amendments to the subscription or business combination agreements.
  • The combined company’s actual use of the $50.0 million proceeds and its post-closing liquidity position.
  • The filing text does not provide clear values for operating results, cash balances, debt, or financial guidance.