Merger NXU.U

Energy Vault to List on the NYSE Through Merger with Novus Capital Corporation II

, SPAC Research

Novus Capital Corporation II (NYSE: NXU, NXU.U, NXU WS), a U.S. publicly-traded special purpose acquisition company, and Energy Vault, Inc., the company creating gravity-based, grid-scale energy storage solutions with its proprietary technology, today announced that they have entered into a definitive agreement for a business combination. Upon closing of the transaction, the combined company will be named Energy Vault Holdings, Inc. and is expected to be listed on the NYSE under the ticker symbols “GWHR” and “GWHR WS,” respectively. The combined company will be led by successful entrepreneur Robert Piconi as Chairman and Chief Executive Officer.

Energy Vault is the creator of sustainable energy storage products that are transforming the world’s approach to utility-scale energy storage for grid resiliency. Applying conventional physics fundamentals of gravity and potential energy, the system combines advanced material science and proprietary, machine-vision AI software that autonomously orchestrates the charging and discharging of electricity using ultra low cost composite bricks and innovative mechanical crane systems. Utilizing 100 percent eco-friendly materials with the ability to integrate waste materials for beneficial re-use at unprecedented economics, Energy Vault is accelerating the shift to a circular economy and a fully renewable world.

The transaction values the combined company at an implied pro-forma enterprise value of $1.1 billion. Pursuant to the proposed business combination, the combined company is expected to receive up to $388 million in gross cash proceeds from a combination of cash from a $100 million committed stock PIPE and $288 million in cash held in Novus’ trust account, assuming no public stockholders exercise their redemption rights at closing.

Net cash from the transaction is intended to be used to fund growth of the combined company and global deployment of Energy Vault’s breakthrough technologies. This is in addition to a recent private Series C financing of approximately $100 million, which was led by Prime Movers Lab, with participation from SoftBank Vision Fund 1, Saudi Aramco Energy Ventures, Helena, Idealab X, Pickering Energy Partners through its Energy Equity Opportunity Fund, SailingStone Global Energy Transition, A.T. Gekko, Crexa Capital Advisors LLC, Green Storage Solutions Venture I LLC, and Gordon Crawford.

The PIPE is anchored by institutional investors including funds and accounts managed by Adage Capital Partners LP, Pickering Energy Partners, Sailingstone Capital Energy Transition Strategy Fund, SoftBank Investment Advisers, Cemex Ventures (NYSE: CX), Palantir Technologies Inc., (NYSE: PLTR) and other investors. Affiliates and associates of Novus Capital also participated in the PIPE investment. Current Energy Vault stockholders will become the majority owners of the combined company at closing. All existing stockholders and investors will continue to hold their equity ownership, including Idealab, Cemex Ventures, Neotribe, SoftBank Vision Fund 1, Helena, Saudi Aramco Energy Ventures as well as all previously announced Series C investors.

The boards of directors of both Energy Vault and Novus have unanimously approved the proposed transaction. The closing is subject to the approval of Energy Vault’s stockholders, Novus’ stockholders and other customary closing conditions, including Novus’ registration statement being declared effective by the Securities and Exchange Commission (the “SEC”) and the expiration of the HSR Act waiting period. It is currently anticipated that the transaction will be completed, assuming satisfaction or waiver of such closing conditions, in the first quarter of 2022.

Goldman Sachs served as the lead placement agent along with Cowen and Guggenheim Securities, LLC in the PIPE transaction. Guggenheim Securities, LLC, Goldman Sachs and Stifel served as financial advisors to Energy Vault. Cowen is serving as lead capital markets advisor and sole financial advisor to Novus. Gunderson Dettmer Stough Villeneuve Franklin & Hachigian LLP is serving as legal advisor to Energy Vault. BlankRome LLP is serving as legal advisor to Novus. ICR is serving as investor relations advisor for Energy Vault. Milltown Partners LLP is serving as strategic communications advisor for Energy Vault.

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