NOVUS CAPITAL CORPORATION II

PROPOSED BUSINESS COMBINATION: Energy Vault, Inc.

ENTERPRISE VALUE: $1.1 billion

ANTICIPATED SYMBOL: GWHR

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Novus Capital Corporation II proposes to combine with Energy Vault, Inc., the company creating gravity-based, grid-scale energy storage solutions with its proprietary technology.

• 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.

In June 2020, Energy Vault was named a Technology Pioneer by the World Economic Forum. The company was created at Idealab Studio, the leading technology incubator founded by Bill Gross.

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SUBSEQUENT EVENT – 2/1/22 (8-K LINK)

• On January 29, 2022, Novus Capital Corporation II entered into a subscription agreement (the “Subscription Agreement”) with Atlas Renewable (the “Subscriber”), pursuant to which the Subscriber agreed to purchase 5,000,000 shares of Class A Common Stock, par value $0.0001 per share (the “Additional PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 in a private placement.
• Pursuant to the Subscription Agreement, the Additional PIPE Shares will be sold upon the same terms and conditions as those set forth in those certain Subscription Agreements entered into between the Company and certain other investors on September 8, 2021 in connection with the execution of that certain business combination agreement and plan of reorganization (the “Business Combination Agreement”).
• Energy Vault and Atlas Renewable have signed a $50 million licensing agreement for the use of Energy Vault’s proprietary gravity-based energy storage technology in China. The agreement includes terms governing volume-based deployment royalties and covers maintenance, monitoring and the beneficial re-use of waste materials within Energy Vault’s composite blocks. The payments of the $50 million licensing fees are scheduled to be made in 2022.

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SUBSEQUENT EVENT – 12/29/21 (8-K LINK)

• On December 29, 2021, Novus Capital Corporation II entered into a subscription agreement (the “Subscription Agreement”) with an accredited investor, pursuant to which the Subscriber agreed to purchase, and the Company agreed to sell to the Subscriber, 5,000,000 shares of Class A Common Stock for a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 in a private placement. 

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TRANSACTION

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.

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PIPE

• Subsequent Event – On January 29, 2022, Novus Capital Corporation II entered into a subscription agreement (the “Subscription Agreement”) with Atlas Renewable (the “Subscriber”), pursuant to which the Subscriber agreed to purchase 5,000,000 shares of Class A Common Stock, par value $0.0001 per share (the “Additional PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 in a private placement.
• Subsequent Event – On December 29, 2021, Novus Capital Corporation II entered into a subscription agreement (the “Subscription Agreement”) with an accredited investor, pursuant to which the Subscriber agreed to purchase, and the Company agreed to sell to the Subscriber, 5,000,000 shares of Class A Common Stock for a purchase price of $10.00 per share and an aggregate purchase price of $50,000,000 in a private placement. 
• $100 million committed stock PIPE 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.

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FOUNDER SHARES FORFEITURE

• Novus and each Stockholder agree that effective upon the closing, the stockholders shall forfeit and surrender to Novus for cancellation, for no additional consideration, an aggregate of 718,750 Founder Shares, leaving a remainder of 6,468,750 shares of Novus common Stock held by Initial Holders.

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LOCK-UP

• With respect to 50% of the Lock-up Shares other than the Founder Warrants and the shares of Novus Common Stock issuable upon the exercise of Founder Warrants (half of which may be Restricted Shares, as defined in the Sponsor Restricted Stock Agreement) (the “Early Release Shares”), the Lock-Up Period shall terminate 180 days after the closing date of the Merger.
• With respect to the Lock-up Shares held by any signatory of the Lock-Up Agreement that are not Early Release Shares, Founder Warrants or shares issuable upon exercise of Founder Warrants, the Lock-Up Period shall terminate upon the earlier of:
  • (i) 365 days after the closing date of the Merger or
  • (ii) the closing of a sale, merger, liquidation, or exchange offer transaction after the closing date of the Merger.
• With respect to the Founder Warrants and the shares of Novus Common Stock issuable upon exercise of Founder Warrants, the Lock-up Period shall terminate 180 days after the closing date of the Merger.

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EARNOUT

• During the period between the date that is 90 days following the Closing and the third anniversary of the Closing (the “Earn Out Period”):
  • Novus will issue to eligible Company equityholders up to 9,000,000 additional shares of Novus Common Stock in the aggregate (the “Earn Out Shares”) in three equal tranches of 3,000,000 Earn Out Shares upon Novus’ achieving price targets of $15.00, $20.00 or $30.00 for any 20 trading days within a 30 consecutive trading day period.

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NOTABLE CONDITIONS TO CLOSING

• Novus shall have at least $170,000,000 of cash on hand following the consummation of the PIPE, the distribution of the Trust Account, and the exercise of Redemption Rights.

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NOTABLE CONDITIONS TO TERMINATION

• The Business Combination Agreement may be terminated as follows:
  • By mutual written consent of Novus and the Company, if the Effective Time will not have occurred prior to the date that is 180 days after the date of the Business Combination Agreement (the “Outside Date”).

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ADVISORS

• 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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MANAGEMENT & BOARD

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