- Novus stockholders have approved the previously announced
business combination at the Special Meeting held on February 10,
2022.
- Transaction is anticipated to close on February 11, 2022
Novus Capital Corporation II (NYSE: NXU, NXU WS and NXU.U)
(“Novus”) today announced that stockholders of record as of January
4, 2022 approved the previously proposed business combination with
Energy Vault, Inc. (“Energy Vault”), the company developing
sustainable, grid-scale energy storage solutions.
The formal results of the vote will be included in a Current
Report on Form 8-K to be filed by Novus with the U.S. Securities
and Exchange Commission.
The business combination is expected to close on February 11,
2022, and the combined company is expected to be renamed Energy
Vault Holdings, Inc. (the “Company”) and its common stock and
warrants are expected to commence trading on the New York Stock
Exchange on February 14, 2022, under the new ticker symbols, “NRGV”
and “NRGV WS”, respectively.
About Energy Vault
Energy Vault develops sustainable energy storage solutions
designed to transform the world’s approach to utility-scale energy
storage for grid resiliency. The company’s proprietary,
gravity-based Energy Storage Technology and the Energy Storage
Management and Integration Platform are intended to help utilities,
independent power producers and large industrial energy users
significantly reduce their levelized cost of energy while
maintaining power reliability. Utilizing eco-friendly materials
with the ability to integrate waste materials for beneficial
re-use, Energy Vault is facilitating the shift to a circular
economy while accelerating the clean energy transition for its
customers.
About Novus Capital Corporation II
Novus is a special purpose acquisition company organized for the
purpose of effecting a merger, share exchange, asset acquisition,
stock purchase, recapitalization, reorganization, or other similar
business combination with one or more businesses or entities and
its securities are listed on the NYSE under the ticker symbols
“NYSE: NXU, NXU.U, NXU WS.”. Novus Capital is led by Robert J.
Laikin, Jeff Foster, Hersch Klaff, Larry Paulson, Heather Goodman,
Ron Sznaider and Vince Donargo, who have significant hands-on
experience helping high-tech companies optimize their existing and
new growth initiatives by exploiting insights from rich data assets
and intellectual property that already exist within most high-tech
companies.
Forward-Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” “designed,” and similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding the expected timing of the
completion of the proposed business combination, and the benefits
of the proposed business combination.
These statements are based on various assumptions, whether or
not identified in this press release, and on the current
expectations of Energy Vault’s and Novus’ management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by an investor as, a guarantee,
an assurance, a prediction, or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Energy Vault and
Novus.
These forward-looking statements are subject to a number of
risks and uncertainties, including the occurrence of any event,
change or other circumstance that could give rise to the
termination of the definitive agreements with respect to the
proposed business combination; the outcome of any legal proceeding
that may be instituted against Novus, Energy Vault or the combined
company following the announcement of the proposed business
combination; the inability of the parties to successfully or timely
consummate the business combination, including the risk that any
regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the
combined company or the expected benefits of the business
combination; failure to realize the anticipated benefits of the
business combination; the ability to meet stock exchange listing
standards at or following the consummation of the proposed business
combination; changes in applicable laws or regulations; and those
factors discussed in the Registration Statement and in Novus’
Registration Statement on Form S-4 relating to the business
combination under the caption “Risk Factors”, and its Annual Report
on Form 10-K for the fiscal year ended December 31, 2020 under the
heading “Risk Factors,” and other documents of Novus filed, or to
be filed, with the SEC.
Important Information About the Proposed Business Combination
and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Novus and Energy Vault. Novus has
filed a registration statement on Form S-4 with the SEC, which has
been declared effective, a definitive proxy statement/prospectus of
Novus, and certain related documents, to be used at the meeting of
stockholders to approve the proposed business combination and
related matters. Investors and security holders of Novus are urged
to read the definitive proxy statement/prospectus, as well as any
amendments thereto and other relevant documents that will be filed
with the SEC, carefully and in their entirety because they contain
important information about Energy Vault, Novus and the business
combination. The definitive proxy statement has been mailed to
stockholders of Novus as of a record date to be established for
voting on the proposed business combination. Investors and security
holders will also be able to obtain copies of the registration
statement, the definitive proxy statement and other documents
containing important information about each of the companies once
such documents are filed with the SEC, without charge, at the SEC’s
web site at www.sec.gov. The information contained on, or that may
be accessed through, the websites referenced in this press release
is not incorporated by reference into, and is not a part of, this
press release.
Participants in the Solicitation
Novus and its directors and executive officers may be deemed
participants in the solicitation of proxies of Novus’ shareholders
in connection with the proposed business combination. Energy Vault
and its executive officers and directors may also be deemed
participants in such solicitation. Security holders may obtain more
detailed information regarding the names, affiliations and
interests of certain of Novus’ executive officers and directors in
the solicitation by reading Novus’ Annual Report on Form 10-K for
the fiscal year ended December 31, 2020, Quarterly Report on Form
10-Q for the nine months ended September 30, 2021 and the
definitive proxy statement/prospectus and other relevant documents
and other materials filed with the SEC in connection with the
business combination when they become available. As they become
available, these documents can be obtained free of charge from the
sources indicated above.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
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