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As filed with the Securities and Exchange Commission on January 12, 2022
Registration No. 333-260307
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOVUS CAPITAL CORPORATION II
(Exact name of registrant as specified in its charter)
Delaware
6770
85-3230987
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
(I.R.S. Employer
Identification Number)
8556 Oakmont Lane
Indianapolis, IN 46260
(317) 590-6959
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Novus Capital Corporation II
8556 Oakmont Lane
Indianapolis, IN 46260
Attention: Robert J. Laikin
(317) 590-6959
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Robert J. Mittman, Esq.
Brad L. Shiffman, Esq.
Kathleen A. Cunningham, Esq.
Blank Rome LLP
1271 Avenue of the Americas
New York, New York 10021
(212) 885-5000
rmittman@blankrome.com
bshiffman@blankrome.com
kcunningham@blankrome.com
Michael H. Irvine, Esq.
Jeffrey R. Vetter, Esq.
Daniel Reichert, Esq.
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
One Bush Plaza, 12th Floor
San Francisco, California 94104
(415) 801-4880
mirvine@gunder.com
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed merger are satisfied or waived.
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer   ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)   ☐
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
Amount to be
Registered(1)
Proposed Maximum
Offering Price per Share
Proposed Maximum
Aggregate Offering
Price(2)
Amount of
Registration
Fee(3)
Class A Common Stock, par value $0.0001 per share
123,817,989 N/A $ 547.43 $ 0.05
(1)
Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of the registrant estimated to be issued in connection with the business combination described herein.
(2)
Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(f)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Energy Vault, Inc., a Delaware corporation (“Energy Vault”) is a private company, no market exists for its securities, and Energy Vault has an accumulated deficit. Therefore, the proposed maximum aggregate offering price is one-third of the aggregate par value of the Energy Vault securities expected to be exchanged in the Merger.
(3)
Calculated pursuant to Rule 457 of the Securities Act by calculating the product of (i) the proposed maximum aggregate offering price and (ii) 0.0000927. Previously paid.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. These securities may not be issued until the registration statement filed with the Securities and Exchange Commission is effective.
PRELIMINARY PROXY STATEMENT AND PRELIMINARY PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 12, 2022
NOVUS CAPITAL CORPORATION II
8556 Oakmont Lane
Indianapolis, IN 46260
Dear Novus Capital Corporation II Stockholders:
Novus Capital Corporation II, a Delaware corporation (“Novus”), NCCII Merger Corp., a wholly-owned subsidiary of Novus incorporated in the State of Delaware (“Merger Sub”), and Energy Vault, Inc., a Delaware corporation (“Energy Vault”), have entered into a Business Combination Agreement and Plan of Reorganization (the “Business Combination Agreement”) pursuant to which Merger Sub will merge with and into Energy Vault, with Energy Vault surviving the merger and becoming a wholly-owned direct subsidiary of Novus (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). At the closing of the Business Combination, each of the then issued and outstanding shares of Energy Vault common stock (including each share of Energy Vault preferred stock that will be converted into shares of Energy Vault common stock immediately prior to such closing) will be cancelled and automatically convert into the right to receive the number of shares of Novus common stock equal to the exchange ratio (determined in accordance with the Business Combination Agreement and as further described herein). Based on the anticipated exchange ratio of 6.7892, Novus will issue 106,566,033 shares of Novus common stock to the stockholders of Energy Vault plus up to an additional 8,251,906 shares of Novus common stock that may be issuable pursuant to outstanding Energy Vault options and restricted stock units. The exchange ratio is equal to the quotient obtained by dividing (i) 100,000,000 by (ii) the number of shares of Energy Vault common stock outstanding on a fully diluted basis (excluding the outstanding shares of Energy Vault Series C preferred stock for purposes of calculating the exchange ratio). The 106,566,033 shares of Novus common stock have a value of approximately $1.07 billion based on a price of $10.00, the per share amount held in Novus’s Trust Account on January 4, 2022, the record date for the special meeting of the stockholders or approximately $1.06 billion based on the closing sale price of the Novus common stock of $9.96 on the NYSE on January 4, 2022, the record date for the special meeting of stockholders. If all of the additional 8,251,906 shares Novus common stock described above are issued, such shares would have a value (after reduction for the aggregate exercise price of the Energy Vault options) of approximately $76.0 million based on a price of $10.00, the per share amount held in Novus’s Trust Account on January 4, 2022, the record date for the special meeting of the stockholders, or approximately $75.7 million based on the closing sale price of the Novus common stock of $9.96 on the NYSE on January 4, 2022, the record date for the special meeting of stockholders. In addition, the holders of Energy Vault common stock (including each share of Energy Vault preferred stock that will be converted into shares of Energy Vault common stock immediately prior to such closing) and holders of Energy Vault equity awards immediately prior to such closing are eligible to receive up to 9,000,000 additional shares of Novus common stock (the “Earn Out Shares”) upon the achievement of certain earn out targets.
Upon completion of the Business Combination, it is anticipated that Energy Vault’s stockholders will own approximately 68.0% of the total outstanding common stock of the combined company, assuming that none of the Public Stockholders exercise their redemption rights and that no Earn Out Shares are issued. On September 8, 2021 and in December 2021, Novus executed subscription agreements with certain investors for the sale of an aggregate of approximately 15,000,000 shares of Novus Class A common stock at a purchase price of $10.00 per share for gross aggregate proceeds of approximately $150.0 million (the “PIPE”). The closing of the sale of the PIPE will occur concurrently with the consummation of the Business Combination. See the section titled “The Business Combination” on page 113 of the attached proxy statement/prospectus for further information on the consideration being paid to the stockholders of Energy Vault. Following the Business Combination and the related financing, Novus’s stockholders will own approximately 22.4% of the outstanding common stock of the Combined Company, assuming that none of the Public Stockholders exercise their redemption rights and that no Earn Out Shares are issued and excluding shares purchased by them in the PIPE or approximately 9.6%. in the event that Novus’s public stockholders exercise their redemption rights to the maximum extent permitted under the Business Combination Agreement).
Novus’s units, common stock and warrants are currently listed on the New York Stock Exchange, or the NYSE, under the symbols “NXU.U,” “NXU,” and “NXU WS,” respectively. Novus has applied to list the shares of common stock and the warrants of Novus on the NYSE under the symbols “NRGV” and “NRGV WS,” respectively, upon the closing of the Business Combination. At the closing of the Business

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Combination, each Novus unit will be separated into its components, which consists of one share of common stock and one-third of warrant, and such units will no longer exist. Upon closing, Novus intends to change its name from “Novus Capital Corporation II” to “Energy Vault Holdings, Inc.”
Novus is holding a special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Novus special meeting of stockholders, which will be held on            , 2022, at 10:00 a.m., Eastern time, via live webcast at the following address: www.cstproxy.com/novuscapitalcorpII/2022, unless postponed or adjourned to a later date, Novus will ask its stockholders to adopt the Business Combination Agreement thereby approving the Business Combination and approve the other proposals described in this proxy statement/prospectus.
After careful consideration, Novus’s board of directors has unanimously approved the Business Combination Agreement and the other proposals described in this proxy statement/prospectus, and Novus’s board of directors has determined that it is advisable to consummate the Business Combination. The board of directors of Novus recommends that its stockholders vote “FOR” each of the proposals described in this proxy statement/prospectus.
More information about Novus, Energy Vault and the Business Combination is contained in this proxy statement/prospectus. Novus and Energy Vault urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 49 OF THIS PROXY STATEMENT/PROSPECTUS.
On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.
Sincerely,
Robert J. Laikin
Chief Executive Officer
            , 2022
The accompanying proxy statement/prospectus is dated            , 2022 and is first being mailed to the stockholders of Novus on or about that date.
Your vote is very important. Whether or not you plan to attend the special meeting of Novus’s stockholders online, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting of Novus’s stockholders and vote online, you must obtain a proxy from your broker or bank.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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NOVUS CAPITAL CORPORATION II
8556 Oakmont Lane
Indianapolis, IN 46260
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON            , 2022
To the Stockholders of Novus Capital Corporation II:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Novus Capital Corporation II, a Delaware corporation (“Novus,” “we,” “our” or “us”), will be held on            , 2022, at 10:00 a.m., Eastern time, via live webcast at the following address:
You are cordially invited to attend the special meeting for the following purposes:

The “Business Combination Proposal” — To consider and vote upon a proposal to approve and adopt the Business Combination Agreement, dated as of September 8, 2021 (as may be amended from time to time, the “Business Combination Agreement”), by and among Novus, Energy Vault, Inc., a Delaware corporation (“Energy Vault”), and NCCII Merger Corp., a Delaware corporation (“Merger Sub”), and the transactions contemplated thereby, pursuant to which Novus will issue shares of common stock of Novus (“Combined Company Common Stock”) to holders of common stock of Energy Vault (“Energy Vault Common Stock”) and Merger Sub will merge with and into Energy Vault, with Energy Vault surviving the merger and becoming a wholly-owned direct subsidiary of Novus (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”).

The “Charter Proposals” — To consider and vote upon amendments to Novus’s amended and restated certificate of incorporation. The proposed amendments detailed below will be voted on separately and are collectively referred to as the “Charter Proposals”:

Name Change Charter Amendment — to change Novus’s name to “Energy Vault Holdings, Inc.”;

Common Stock Reclassification Amendment — to eliminate the Class B Common Stock classification and provide for a single class of common stock;

The Authorized Share Charter Amendment — To change the number of authorized shares of Novus’s capital stock, par value $0.0001 per share, from 525,000,000 shares, consisting of (a) 520,000,000 shares of common stock, including 500,000,000 shares of Novus Common Stock and 20,000,000 shares of Class B Common Stock and (b) 5,000,000 shares of preferred stock, to 505,000,000 shares, consisting of (i) 500,000,000 shares of common stock and (ii) 5,000,000 shares of preferred stock;

The Director Removal Charter Amendment — To provide that any director or the entire board of directors of Novus may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 6623% of the voting power of all then-outstanding shares of Novus’s capital stock entitled to vote thereon, voting together as a single class;

Corporate Opportunity Charter Amendment — to eliminate the current limitations in place on the corporate opportunity doctrine;

Voting Thresholds Charter Amendment — to increase the required vote thresholds for approving amendments to the bylaws and to certain specified provisions of the certificate of incorporation to 6623%; and

Additional Charter Amendment — to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the closing of the Business Combination (the “Closing”).

The Equity Incentive Plan Proposal — To consider and vote upon the adoption of the Energy Vault Holdings, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) established to be effective after the Closing
 

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to assist Novus, immediately upon consummation of the Business Combination (the “Combined Company”) in retaining the services of eligible employees, directors and consultants, to secure and retain the services of new employees, directors and consultants and to provide incentives for such persons to exert maximum efforts for the Combined Company’s success.

The NYSE Proposal — To consider and vote upon a proposal to (i) issue Combined Company Common Stock to (a) Energy Vault’s stockholders as a result of the Merger pursuant to the Business Combination Agreement and (b) the investors in the PIPE; and (ii) issue equity awards under the 2022 Plan if such plan is approved in accordance with Proposal 3 (Equity Incentive Plan Proposal).

The Adjournment Proposal — a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.
In light of the ongoing health concerns relating to the COVID-19 pandemic and to best protect the health and welfare of Novus’s stockholders and personnel, the special meeting will be held completely virtually, conducted only via webcast at the following address: www.cstproxy.com/novuscapitalcorpII/2022. There will be no physical meeting location. Stockholders are nevertheless urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.
Only holders of record of shares of Novus Common Stock and Novus Class B Common Stock at the close of business on January 4, 2022 are entitled to notice of the virtual special meeting and to vote at the virtual special meeting and any adjournments or postponements thereof. A complete list of Novus’s stockholders of record entitled to vote at the virtual special meeting will be available at the virtual special meeting and for ten days before the virtual special meeting at Novus’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the virtual special meeting.
Pursuant to Novus’s amended and restated certificate of incorporation, Novus is providing the holders of shares of Novus Class A Common Stock (the “Novus Common Stock”) originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the Closing, shares of Novus Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Novus to pay its income taxes or any other taxes payable) from the IPO and a concurrent private placement of warrants to the initial stockholders of Novus listed on Schedule C of the Business Combination Agreement (“Novus Initial Stockholders”) and NCCII Co-Invest LLC (together with the Novus Initial Stockholders, the “Founders”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of January 4, 2022, the record date of the special meeting of the stockholders (the “Record Date”) of approximately $287.5 million, the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” ​(as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Novus Common Stock. Holders of Novus’s outstanding warrants sold in the IPO, which are exercisable for shares of Novus Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. In connection with the IPO, the Founders agreed for no additional consideration to waive their redemption rights in connection with the consummation of the Business Combination with respect to their respective Founder’s shares (but not with respect to any shares of Novus Common Stock purchased in the PIPE or in the open market), and such Founder’s shares will be excluded from the pro rata calculation used to determine the per share redemption price. As of the Record Date the Founders, including Novus’s officers and directors, own approximately % of outstanding Novus Common Stock. The Novus Initial Stockholders, including Novus’s officers and directors, have agreed to vote any shares of Novus Common Stock owned by them in favor of the Business Combination.
 

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Novus may not consummate the Business Combination unless the Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal and the NYSE Proposal are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The approval of the Business Combination Proposal and the NYSE Proposal requires the affirmative vote (virtually in person or by proxy) of holders as of the Record Date of a majority of the then outstanding shares of Novus Common Stock and Novus Class B Common Stock entitled to vote thereon at the special meeting, voting together as a single class. Approval of the Charter Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of the Novus Common Stock and Novus Class B Common Stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Novus Class B Common Stock then outstanding, voting separately as a single class. The approval of the Equity Incentive Plan Proposal requires that the holders of a majority of the shares of Novus Common Stock and the Novus Class B Common Stock represented in person online or by proxy and voted thereon at the special meeting vote “FOR” each such proposal, voting together as a single class. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal set forth in the accompanying proxy statement/prospectus.
Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at (800) 662-5200.
By Order of the Board of Directors,
Robert J. Laikin
Chief Executive Officer
         , 2022
 

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ABOUT THIS PROXY STATEMENT/PROSPECTUS
This document, which forms part of a registration statement on Form S-4 filed with the SEC, by Novus (File No. 333-260307) (the “Registration Statement”), constitutes a prospectus of Novus under Section 5 of the Securities Act, with respect to the shares of Combined Company Common Stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement/prospectus under Section 14(a) of the Exchange Act with respect to the special meeting of Novus’s stockholders at which Novus’s stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.
 
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FREQUENTLY USED TERMS
In this document:
“Adjournment Proposal” means a proposal to adjourn the special meeting of the stockholders of Novus to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.
“broker non-vote” means the failure of a Novus stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.
“Business Combination” means the transactions contemplated by the Business Combination Agreement.
“Business Combination Agreement” means the Business Combination Agreement, dated as of September 8, 2021, as may be amended from time to time, by and among Novus, Energy Vault and Merger Sub.
“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.
“Cassel Salpeter” means Cassel Salpeter & Co., LLC, who acted as financial advisor to the Special Committee of Novus’s Board of Directors.
“Charter Proposals” means the proposals to consider and vote upon each of the amendments to Novus’ amended and restated certificate of incorporation listed on the Proxy Card to amend certain provisions in connection with the Business Combination.
“Closing” means the consummation of the Business Combination.
“Closing Date” means the date on which the Closing occurs.
“Code” means the Internal Revenue Code of 1986, as amended.
“Combined Company” means Novus, immediately upon consummation of the Business Combination.
“Combined Company Common Stock” means the Novus Common Stock, immediately upon consummation of the Business Combination.
“Combined Company Stockholders” means the holders of Novus Common Stock, immediately upon consummation of the Business Combination.
“Cowen” means Cowen and Company, LLC, who acted as underwriter of Novus’s initial public offering and is acting as co-placement agent for the PIPE.
“Cowen Investments” means NCCI Co-Invest.
“DGCL” means the Delaware General Corporation Law.
“Earn Out Period” means the period commencing on the Closing and ending on the three year anniversary of the Closing.
“Earn Out Shares” means up to 9,000,000 additional Combined Company Common Stock issuable upon the achievement of certain earn out targets.
“Energy Vault” means Energy Vault, Inc., a Delaware corporation.
“Energy Vault Awards” means all awards of equity issued pursuant to Energy Vault equity plans or otherwise, whether or not exercisable and whether or not exercisable, that are outstanding immediately prior to the Effective Time, including Energy Vault Options, Energy Vault Restricted Shares and Energy Vault RSUs.
 
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“Energy Vault Common Stock” means Energy Vault’s common stock, par value $0.0001 per share.
“Energy Vault Options” means all outstanding options to purchase shares of Energy Vault Common Stock, whether or not exercisable and whether or not vested, issued under Energy Vault equity plans or otherwise that are outstanding immediately prior to the Effective Time.
“Energy Vault Preferred Stock” means, collectively, the Series FR Preferred Stock, par value $0.0001 per share, the Series Seed 1 Preferred Stock, par value $0.0001 per share, Series Seed 2 Preferred Stock, par value $0.0001 per share, the Series A-1 Preferred Stock, par value $0.0001 per share, Series A-2 Preferred Stock, par value $0.0001 per share, Series B Preferred Stock, par value $0.0001 per share, the Series B-1 Preferred Stock, par value $0.0001 per share, and the Series C Preferred Stock, par value $0.0001, in each case, of Energy Vault.
“Energy Vault Requisite Approval” means the affirmative vote of (i) the holders of at least a majority of the shares of Energy Vault Common Stock and Energy Vault Preferred Stock (on an as-converted basis) outstanding, voting together as a single class, (ii) the holders of at least a majority of the Energy Vault Preferred Stock (on an as-converted basis) outstanding, voting together as a single class.
“Energy Vault Restricted Shares” means the shares of Energy vault Common Stock subject to forfeiture restrictions, repurchase restrictions or other restrictions pursuant to any Energy Vault equity plan or otherwise.
“Energy Vault RSUs” means all restricted stock units which represent the right to receive shares of Energy Vault Common Stock, whether or not vested, immediately prior to the Closing under Energy Vault equity plans or otherwise and that are outstanding as of immediately prior to the Effective Time.
“Energy Vault Stockholders” means holders of Energy Vault Common Stock and Energy Vault Preferred Stock.
“Equity Incentive Plan Proposal” means the proposal to approve the adoption of the Energy Vault Holdings, Inc. 2022 Equity Incentive Plan.
“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.
“Exchange Ratio” means the following ratio (rounded to four decimal places): the quotient obtained by dividing (a) 100,000,000 by (b) the number of shares of Energy Vault Common Stock issued and outstanding on a fully-diluted basis (other than the shares of Energy Vault Common Stock issuable upon conversion of the Series C Preferred Stock immediately prior to the Effective Time).
“Existing Certificate of Incorporation” means the amended and restated Certificate of Incorporation of Novus as in effect prior to the adoption of the Charter Proposals.
“Founders” means the Novus Initial Stockholders and NCCII Co-Invest LLC (an affiliate of Cowen).
“Founder Shares” means the Initial Stockholder Shares and NCCII Shares.
“GAAP” means United States generally accepted accounting principles.
“Goldman Sachs” means Goldman Sachs & Co. LLC, who is acting as co-placement agent for the PIPE.
“Guggenheim” means Guggenheim Securities, LLC, who is acting as co-placement agent for the PIPE.
“Helena SPV” means HSI Energy Vault I LLC, a special purpose vehicle of which Helena Special Investments GP LLC is the managing member and formed for the purpose of making an investment in Energy Vault.
“Initial Stockholder Shares” means the 6,579,861 shares of Novus’s Class B common stock, initially purchased by the Novus Initial Stockholders in a private placement in connection with the IPO of which 657,986 shares will be forfeited upon the consummation of the Business Combination and the remaining 5,921,874 shares will automatically convert to Novus Common Stock upon consummation of a business combination by Novus.
 
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“IPO” means Novus’s initial public offering of units, consummated on February 8, 2021.
“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.
“Merger” means the merging of Merger Sub with and into Energy Vault, with Energy Vault surviving the Merger as a wholly-owned subsidiary of Novus.
“Merger Sub” means NCCII Merger Corp., a Delaware corporation and wholly-owned subsidiary of Novus.
“Merger Sub Common Stock” means Merger Sub’s common stock, par value $0.001 per share.
“Minimum PIPE Commitment” means at least an aggregate of $100.0 million committed pursuant to the PIPE.
“NCCII Co-Invest” means NCCII Co-Invest LLC, an affiliate of Cowen.
“NCCII Shares” means the 607,639 shares of Novus’s Class B common stock, $0.0001 par value, initially purchased by NCCII Co-Invest in a private placement in connection with the IPO and which will automatically convert to Novus Common Stock upon consummation of a business combination by Novus.
“Novus” means Novus Capital Corporation II, a Delaware corporation.
“Novus Class B Common Stock” means stock, par value $0.0001 per share.
“Novus Common Stock” means Novus’s Class A common stock, par value $0.0001 per share.
“Novus Initial Stockholders” means the initial stockholders of Novus, including Novus’s officers and Novus’s directors, listed on Schedule C of the Business Combination Agreement.
“Novus Unit” means one share of Novus Common Stock and one-third of one Novus Warrant.
“Novus Warrant Agreement” means the warrant agreement, dated as of February 2, 2021, by and between Novus and Continental Stock Transfer & Trust Company, governing the Novus Warrants.
“Novus Warrants” means warrants to purchase shares of Novus Common Stock as contemplated under the Novus Warrant Agreement, with each warrant exercisable for one share of Novus Common Stock at an exercise price of $11.50.
“NYSE” means the New York Stock Exchange.
“NYSE Proposal” means the proposal to (i) issue Combined Company Common Stock to (a) Energy Vault’s stockholders as a result of the Merger pursuant to the Business Combination Agreement and (b) the investors in the PIPE; and (ii) issue equity awards under the 2022 Plan if such plan is approved in accordance with Proposal 3 (Equity Incentive Plan Proposal).
“PCAOB” means the Public Company Accounting Oversight Board.
“PCAOB Audited Financials” means the audited consolidated balance sheet of Energy Vault as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and shareholders’ deficit and cash flows of Energy Vault for such periods, and the related notes to the consolidated financial statements, each audited in accordance with the auditing standards of PCAOB.
“PIPE” means that certain private placement in the aggregate amount of approximately $150.0 million, to be consummated immediately prior to the consummation of the Business Combination, pursuant to those certain Subscription Agreements with Novus, and subject to the conditions set forth therein, the Subscribers will purchase approximately 15,000,000 shares of Novus Common Stock at a purchase price of $10.00 per share.
“PIPE Shares” means an aggregate of approximately 15,000,000 shares of Novus Common Stock to be issued to Subscribers in the PIPE.
 
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“Private Warrants” means the warrants to purchase shares of Novus Common Stock purchased in a private placement in connection with the IPO.
“Proposed Certificate of Incorporation” means the amended and restated certificate of incorporation of Novus, giving effect to the Charter Proposals.
“Proposed Transactions” means the Business Combination and the transactions related thereto.
“Public Shares” means shares of Novus Common Stock issued as a component of the Novus units sold in the IPO.
“Public Stockholders” means the holders of shares of Novus Common Stock.
“Public Warrants” means the warrants included as a component of the Novus units sold in the IPO, each of which is exercisable for one share of Novus Common Stock, in accordance with its terms.
“Record Date” means January 4, 2022, the record date for the special meeting of Novus stockholders.
“Restricted Shares” means the 4,851,561 Founder Shares subject to vesting and forfeiture restrictions set forth in the Sponsor Restricted Stock Agreement.
“SEC” means the U.S. Securities and Exchange Commission.
“Series C Interim Convertible Preferred Stock” means 165,177 shares of Series C Preferred Stock of Energy Vault issued subsequent to the execution of the Business Combination Agreement.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Stockholder Proposals” means, individually or collectively as context requires, the Business Combination Proposal, the Charter Proposals, the Equity Incentive Plan Proposal, the NYSE Proposal and/or the Adjournment Proposal.
“Subscribers” means the purchasers of the PIPE Shares.
“Subscription Agreement” means the agreements pursuant to which the Subscribers agreed to purchase, and Novus agreed to sell, approximately 15,000,000 shares of Novus Common Stock at a purchase price of $10.00 per share immediately prior to the consummation of the Business Combination.
“Subsequent Transaction” means any sale, merger, liquidation, exchange offer or similar transaction the Combined Company consummates after the Merger.
“Surviving Corporation” means the entity surviving the Merger as a wholly-owned subsidiary of Novus.
“Triggering Event I” means the first date on which the Combined Company Common Stock closing price over any twenty trading days within a thirty consecutive trading day period during the Earn Out Period is greater than or equal to $15.00 (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Combined Company Common Stock occurring on or after the Closing).
“Triggering Event II” means the first date on which the Combined Company Common Stock closing price over any twenty trading days within a thirty (30) consecutive trading day period during the Earn Out Period is greater than or equal to $20.00 (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Combined Company Common Stock occurring on or after the Closing).
“Triggering Event III” means the first date on which the Combined Company Common Stock closing price over any twenty trading days within a thirty consecutive trading day period during the Earn Out Period is greater than or equal to $30.00 (which shall be equitably adjusted to reflect stock splits, reverse stock
 
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splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Combined Company Common Stock occurring on or after the Closing).
“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Warrants.
“Written Consent” means the irrevocable written consent, in form and substance reasonably acceptable to Novus, of holders of Energy Vault Common Stock or Energy Vault Preferred Stock constituting the Energy Vault Requisite Approval (including the Key Company Stockholders (as defined in the Business Combination Agreement)) in favor of the approval and adoption of the Business Combination Agreement and the Merger and all other transactions relating to the Business Combination.
 
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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION
The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Novus’s stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.
Q.
Why am I receiving this proxy statement/prospectus?
A.
Novus has entered into the Business Combination Agreement with Energy Vault and Merger Sub pursuant to which Merger Sub will be merged with and into Energy Vault, with Energy Vault surviving the Merger as a wholly-owned subsidiary of Novus. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A, and Novus encourages its stockholders to read it in its entirety. Novus’s stockholders are being asked to consider and vote upon the Business Combination Proposal to approve and adopt the Business Combination and the Business Combination Agreement, among other Stockholder Proposals. See the section titled “Proposal No. 1 — The Business Combination Proposal.”
The Novus Common Stock, Novus Warrants and Novus Units are currently listed on the NYSE under the symbols “NXU,” “NXU WS” and “NXU.U,” respectively. Novus has applied to list the shares of common stock and the warrants of the Combined Company on the NYSE under the symbols “NRGV” and “NRGV WS,” respectively, upon Closing. All outstanding Novus Units will be separated into their component securities immediately prior to the Closing. Accordingly, Novus will no longer have any units following consummation of the Business Combination, and therefore Novus will instruct the NYSE to remove the listing of the Novus Units immediately following the consummation of the Business Combination. Upon Closing, Novus intends to change its name from “Novus Capital Corporation II” to “Energy Vault Holdings, Inc.”.
This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Novus with respect to the Combined Company Common Stock issuable in connection with the Business Combination.
Q.
What matters will stockholders consider at the special meeting?
A.
At the Novus special meeting of stockholders, Novus will ask its stockholders to vote in favor of the following Stockholder Proposals:
1.
The Business Combination Proposal  —  To consider and vote upon a proposal to approve and adopt the Business Combination Agreement and the resulting Business Combination.
2.
The Charter Proposals  —  To consider and vote upon amendments to Novus’s amended and restated certificate of incorporation (the “Existing Certificate of Incorporation”). The proposed amendments detailed below are collectively referred to as the “Charter Proposals.”:

Name Change Charter Amendment — to change Novus’s name to “Energy Vault Holdings, Inc.”;

Common Stock Reclassification Amendment — to eliminate the Class B Common Stock classification and provide for a single class of common stock; and

The Authorized Share Charter Amendment — To change the number of authorized shares of Novus’s capital stock, par value $0.0001 per share, from 525,000,000 shares, consisting of (a) 520,000,000 shares of common stock, including 500,000,000 shares of Novus Common Stock and 20,000,000 shares of Class B Common Stock and (b) 5,000,000 shares of preferred stock, to 505,000,000 shares, consisting of (i) 500,000,000 shares of common stock and (ii) 5,000,000 shares of preferred stock;
 
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The Director Removal Charter Amendment — To provide that any director or the entire board of directors of Novus may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 6623% of the voting power of all then-outstanding shares of Novus’s capital stock entitled to vote thereon, voting together as a single class;

Corporate Opportunity Charter Amendment — to eliminate the current limitations in place on the corporate opportunity doctrine;

Voting Thresholds Charter Amendment — to increase the required vote thresholds for approving amendments to the bylaws and to certain specified provisions of the certificate of incorporation to 6623%; and

Additional Charter Amendment — to approve all other changes including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing.
3.
The Equity Incentive Plan Proposal  —  To consider and vote upon the adoption of the 2022 Plan established to be effective after the Closing to assist the Combined Company in retaining the services of eligible employees, directors and consultants, to secure and retain the services of new employees, directors and consultants and to provide incentives for such persons to exert maximum efforts for the Combined Company’s success.
5.
The NYSE Proposal  —  To consider and vote upon a proposal to (i) issue Combined Company Common Stock to (a) the Energy Vault Stockholders as a result of the Merger pursuant to the Business Combination Agreement; and (b) the investors in the PIPE; and (ii) issue equity awards under the 2022 Plan if such plan is approved in accordance with Proposal 3 (Equity Incentive Plan Proposal).
6.
The Adjournment Proposal  —  a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote.
The approval of the Business Combination Proposal requires the affirmative vote (virtually in person or by proxy) of the holders of a majority of the then outstanding shares of Novus Common Stock and Novus Class B Common Stock entitled to vote thereon at the special meeting, voting together as a single class. Accordingly, a Novus stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against this Stockholder Proposal.
Approval of the Charter Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of the Novus Common Stock and Novus Class B Common Stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Novus Class B Common Stock then outstanding, voting separately as a single class. Accordingly, a Novus stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against these Stockholder Proposals.
The approval of the Equity Incentive Plan Proposal and Adjournment Proposal requires the affirmative vote (virtually in person or by proxy) of the holders of a majority of the shares of Novus Common Stock and Novus Class B Common Stock, that are voted at the special meeting of stockholders, voting together as a single class. Accordingly, a Novus stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on these Stockholder Proposals.
The approval of the NYSE Proposal requires the affirmative vote (virtually in person or by proxy) of a majority of the shares of Novus Common Stock and Novus Class B Common Stock that
 
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are voted at the special meeting of stockholders, voting together as a single class. Pursuant to the rules of the NYSE, abstentions from voting are counted as a vote against the NYSE Proposal.
As of the Record Date, the Novus Founders beneficially owned an aggregate of 7,187,500 shares of Novus Class B Common Stock, constituting all of the outstanding shares of Novus Class B Common Stock and approximately 20.0% of the outstanding shares of Novus Common Stock and Novus Class B Common Stock in the aggregate. Pursuant to the Sponsor Support Agreement, the Novus Founders have agreed to vote all of their Initial Stockholder Shares and any Public Shares acquired by them in favor of the Business Combination and each of the Stockholder Proposals. As of the date of this proxy statement/prospectus, certain of the Founders and their affiliates have agreed to purchase an aggregate of 1,100,000 shares of Novus Common Stock in the PIPE; however, such shares will not be outstanding as of the Record Date and will not be enabled to vote in the Novus special meeting of stockholders.
Novus will hold a special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.
The vote of stockholders is important. Stockholders are encouraged to vote by submitting their proxy as soon as possible after carefully reviewing this proxy statement/prospectus.
Q.
I am a Novus warrant holder. Why am I receiving this proxy statement/prospectus?
A.
Upon consummation of the Business Combination, the Novus Warrants shall, by their terms, entitle the holders in the aggregate to purchase 9,583,333 shares of Combined Company Common Stock in lieu of 9,583,333 shares of Novus Common Stock at a purchase price of $11.50 per share. This proxy statement/prospectus includes important information about Energy Vault and the business of Energy Vault following consummation of the Business Combination. Novus and Energy Vault urge you to read the information contained in this proxy statement/prospectus carefully.
Q.
Are any of the proposals conditioned on one another?
A.
Novus may not consummate the Business Combination unless the Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal, and the NYSE Proposal are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal set forth in this proxy statement/prospectus.
It is important for you to note that in the event that the Business Combination Proposal is not approved, then Novus will not consummate the Business Combination. If Novus does not consummate the Business Combination and fails to complete an initial business combination by February 8, 2023 or obtain the approval of Novus’s stockholders to extend the deadline for Novus to consummate an initial business combination, then Novus will be required to dissolve and liquidate.
Q.
What will happen upon the consummation of the Business Combination?
A.
On the Closing Date, Energy Vault will merge into Merger Sub, whereupon Merger Sub will cease to exist and Energy Vault will continue as the surviving entity and become a direct wholly-owned subsidiary of Novus. The Merger will have the effects specified under Delaware law. At the Closing, all of the then outstanding shares of Energy Vault Common Stock will be cancelled and automatically converted into up to an aggregate of 106,566,033 shares of Combined Company Common Stock. In addition, on the Closing Date, the PIPE will be consummated, and the net proceeds will be released to the Combined Company. It is also anticipated that we will reserve for issuance up to 8,251,906 shares of Combined Company Common Stock in respect of Combined Company Options and Combined Company RSUs issued in exchange for outstanding pre-merger Energy Vault Options and Energy Vault RSUs. Additionally, during the Earn Out Period, the holders of Energy Vault Common Stock, Energy Vault Options and Energy Vault Awards outstanding
 
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immediately prior to the Effective Time are eligible to receive up to 9,000,000 additional shares of Combined Company Common Stock in the aggregate, referred to herein as the Earn Out Shares, in three equal tranches upon the occurrence of each Earn Out Triggering Event. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”
Q.
Why is Novus proposing the Business Combination Proposal?
A.
Novus was organized for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. Novus is not limited to a particular industry or geographic region.
Novus received $287.5 million from its IPO and sale of the Private Warrants, which was placed into the Trust Account immediately following the IPO. In accordance with the Existing Certificate of Incorporation, holders of Public Shares may redeem such shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account upon the consummation of the Business Combination. See the question titled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?” for more information.
There are currently 28,750,000 shares of Novus Common Stock and 7,187,500 shares of Novus Class B Common Stock issued and outstanding. In addition, there are currently 14,749,999 Novus Warrants issued and outstanding, consisting of 9,583,333 Public Warrants and 5,166,666 Private Warrants. Each whole Novus Warrant entitles the holder thereof to purchase one share of Novus Stock at a price of $11.50 per share. The Novus Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation.
Under the Existing Certificate of Incorporation, all holders of Public Shares have the opportunity to have their Public Shares redeemed upon the consummation of a business combination. The Private Warrants are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.
Q.
Did Novus’s board of directors obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?
A.
In connection with its determination to recommend the Business Combination, a special committee of the Novus board of directors obtained an opinion from Cassel Salpeter as to the fairness from a financial point of view to Novus, as of the date of such opinion, of the aggregate closing consideration to be issued by Novus in the Business Combination, which opinion was based on and subject to the assumptions made, procedures followed, matters considered and limitations and qualifications set forth in such opinion as more fully described above under the caption “Proposal No. 1 — The Business Combination Proposal — Opinion of Financial Advisor to the Novus Special Committee.
Q.
Do I have redemption rights?
A.
If you are a holder of Public Shares, you may redeem your Public Shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account, which holds the proceeds of the IPO and a concurrent private placement of warrants to the Founders, as of two business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to Novus to pay its income taxes or any other taxes payable, upon the consummation of the Business Combination. The per share amount Novus will distribute to holders who properly redeem their shares will not be reduced by the deferred underwriting commissions Novus will pay to the underwriters of its IPO if the Business Combination is consummated. Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. Notwithstanding the foregoing, a holder of Novus Common Stock, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group” ​(as
 
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defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption with respect to more than 15% of the Novus Common Stock. Accordingly, no shares of Novus Common Stock in excess of 15% held by a public stockholder, together with any affiliate of such holder or any other person with whom such holder is acting in concert or as a “group,” will be redeemed.
In connection with the IPO, all of the Founders agreed for no additional consideration to waive their redemption rights with respect to their Founder Shares and any Public Shares that they may have acquired during or after the IPO in connection with the completion of Novus’s business combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $287.5 million on the Record Date, the estimated per share redemption price would have been approximately $10.00 Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest shall be net of taxes payable by Novus), in connection with the liquidation of the Trust Account.
Q.
Will my vote affect my ability to exercise redemption rights?
A.
No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal and other Stockholder Proposals or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders, leaving stockholders who choose not to redeem their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of the NYSE.
Q.
How do I exercise my redemption rights?
A.
In order to exercise your redemption rights, you must, prior to 4:30 p.m. Eastern time on            , 2022 (two business days before the special meeting of stockholders), (i) submit a written request to Novus’s transfer agent that Novus redeem your Public Shares for cash, and (ii) deliver your stock to Novus’s transfer agent physically or electronically through The Depository Trust Company (“DTC”). For the address of Continental Stock Transfer & Trust Company, Novus’s transfer agent, see the question “Who can help answer my questions?” below. Novus requests that any requests for redemption include the identity as to the beneficial owner making such request. Electronic delivery of your shares generally will be faster than delivery of physical stock certificates.
A physical stock certificate will not be needed if your stock is delivered to Novus’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Novus’s transfer agent will need to act to facilitate the request. It is Novus’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Novus does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. Under Novus’s bylaws, Novus is required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than anticipated for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem Public Shares, its shares may not be redeemed.
Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Novus’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Novus’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Novus’s transfer agent return the shares (physically or electronically). You may make
 
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such request by contacting Novus’s transfer agent at the phone number or address listed under the question, “Who can help answer my questions?”.
Q.
Do I have appraisal rights if I object to the proposed Business Combination?
A.
No. There are no appraisal rights available to holders of shares of Novus Common Stock or Novus Class B Common Stock in connection with the Business Combination.
Q.
What happens to the funds held in the Trust Account upon consummation of the Business Combination?
A.
If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Novus’s stockholders who properly exercise their redemption rights and (ii) expenses incurred by Energy Vault and Novus in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. The remaining funds available for release from the Trust Account will be used for general corporate purposes of the Combined Company following the Business Combination.
Q.
Will Novus obtain new financing in connection with the Business Combination?
A.
Investors have committed to purchase an aggregate of approximately 15,000,000 shares of Novus Common Stock in the PIPE at a purchase price of $10.00 per share, for an aggregate purchase price of approximately $150.0 million. In connection with the PIPE, certain of the Founders and their affiliates agreed to purchase an aggregate of 1,100,000 shares of Novus Common Stock.
Q.
What happens to the proceeds from the PIPE upon consummation of the Business Combination?
A.
The PIPE is expected to close concurrently with the closing of the Business Combination. Upon the closing of both the Business Combination and the PIPE, the proceeds from the PIPE will be released to Novus and is expected to be used for general corporate purposes of the Combined Company.
Q.
What happens if a substantial number of public stockholders vote in favor of the Business Combination Proposal and exercise their redemption rights?
A.
Public Stockholders may vote in favor of the Business Combination and still exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.
In no event will Novus redeem Public Shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the exercise of redemption rights. If enough Public Stockholders exercise their redemption rights such that Novus cannot satisfy the net tangible asset requirement, Novus would not proceed with the redemption of our Public Shares or the Business Combination, and instead may search for an alternate business combination.
As a result of redemptions, the trading market for the Combined Company’s common stock may be less liquid than the market for Novus Common Stock was prior to the Business Combination and the Combined Company may not be able to meet the listing standards of the NYSE or any other national securities exchange.
Additionally, with fewer funds available from the trust account, the capital infusion from the Trust Account into the Combined Company will be reduced and it may not be able to achieve its business plan and may require additional financing sooner than currently anticipated.
Q.
What happens if the Business Combination is not consummated?
A.
There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Agreement  —  Termination” for information regarding the parties’ specific termination rights.
 
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If Novus does not complete the business combination with Energy Vault for whatever reason, Novus would search for another target business with which to complete a business combination. If Novus does not complete a business combination with Energy Vault or another target business by February 8, 2023, Novus must redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of then outstanding Public Shares. The Founders have no redemption rights in the event a business combination is not consummated in the required time period, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such a liquidation, as described above, there will be no distribution with respect to outstanding Novus Warrants and, accordingly, the Novus Warrants will expire and be worthless.
Q.
What is Energy Vault?
A.
Energy Vault develops sustainable, grid-scale energy storage solutions designed to advance the transition to a carbon free, resilient power grid. Energy Vault’s mission is to accelerate the decarbonization of our economy through the development of sustainable and economical energy storage technologies. To achieve this, Energy Vault is developing proprietary gravity-based energy storage technology. Energy Vault is also designing a proprietary energy management software based on artificial intelligence (AI), advanced optimization algorithms designed to control and optimize entire energy systems and a flexible energy storage integration platform suitable for storage technologies of many durations. Energy Vault’s product platform aims to help utilities, independent power producers, and large energy users significantly reduce their levelized cost of energy while maintaining power reliability. For more information, see the section titled “Information About Energy Vault.”
Q.
What factors did Novus’s Board of Directors consider in determining to enter into the Business Combination Agreement?
A.
In approving the Business Combination, the Novus board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated therein, including, but not limited to, the following:

Energy Vault’s innovative and disruptive business model;

Energy Vault’s significant market opportunity;

Momentum for environmentally sustainable solution and demand for investments in this area;

Energy Vault’s significant growth potential;

Novus’s due diligence of Energy Vault;

Energy Vault’s financial condition (see “— Certain Energy Vault Projected Financial Information”);

Energy Vault’s strong strategic partners and institutional investors;

Other alternative targets; and

The negotiated terms of the Business Combination.

The Novus board of directors also considered a variety of uncertainties and risk and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

Energy Vault is an early-stage pre-commercialization company;

Macro-economic uncertainty and the effects it could have on the Combined Company’s operating results;

The risk of redemption by Novus’s stockholders;
 
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The risk that Novus’s stockholders may fail to provide the respective votes necessary to effect the Business Combination;

Closing conditions that are not within Novus’s control.

The possibility of litigation challenging the Business Combination

The risks that the potential benefits of the Business Combination may not be achieved;

The fact that Novus’s stockholders will hold a minority position in the Combined Company;

Potential conflicts of interest of Novus’s Directors and Officers (see “— Interests of Novus’s Directors and Officers in the Business Combination”); and

Various other risks associated with the business of Energy Vault, as described in the section titled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.
The Novus board of directors also considered the Business Combination in light of the investment criteria set forth in Novus’s final prospectus for its IPO including, without limitation, that based upon Novus’s analyses and due diligence, Energy Vault has the potential to be a market leader and has substantial future growth opportunities, all of which the Novus board of directors believes have a strong potential to create meaningful stockholder value following the consummation of the Business Combination.
The above discussion of the material factors considered by the Novus board of directors is not intended to be exhaustive but does set forth the principal factors considered by the Novus board of directors. For more information, see the section titled “The Background of the Business Combination — Novus’s Board of Directors’ Reasons for the Approval of the Business Combination.
Q.
What factors did Energy Vault’s Board of Directors consider in determining to enter into the Business Combination Agreement?
A.
In approving the Business Combination, the Energy Vault board of directors considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated therein, including, but not limited to, increased access to the capital markets, increased liquidity for its stockholders and other equityholders and other benefits of being a public reporting company. The Energy Vault board of directors also considered a variety of uncertainties and risk and other potentially negative factors concerning the Business Combination, including the costs to the Combined Company that will be incurred as a public reporting company.
Q.
What equity stake will current Novus’s stockholders and Energy Vault’s stockholders have in the Combined Company after the Closing?
A.
The equity stake of the Novus’s Public Stockholders will depend on the number of shares of Novus Common Stock which are redeemed in connection with the Business Combination. Novus’s Public Stockholders may vote in favor of the Business Combination Proposal and still exercise their redemption rights, although they are not required to vote either for or against the Business Combination, or vote at all, or to be holders on the Record Date, in order to exercise such redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the trust account and the number of public stockholders are substantially reduced as a result of redemption by public stockholders, subject to the requirements that (i) Novus has a minimum of $170,000,000 of cash on hand after consummation of the PIPE and after distribution of the Trust Fund (for the avoidance of doubt, such cash shall be determined prior to the payment of any transaction fees, costs and expenses paid or required to be paid by Novus prior to Closing and the payment of such fees, costs and expenses shall be paid or payable out of such cash on hand)and (ii) the Combined Company have at least $5,000,001 of net tangible assets immediately prior to or upon the consummation of the Business Combination.
A Novus Public Stockholder may exercise its redemption rights, which will not result in the loss of any Warrants that the Novus Public Stockholder may hold. Accordingly, even if the maximum
 
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number of shares was redeemed, there would still be 9,583,333 Public Warrants and 5,166,666 Private Warrants outstanding. Further, if the Combined Company Common Stock is trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to non-redeeming stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming stockholders. As of the Record Date, the closing price of the warrants was $1.24 per warrant.
The potential impact of different redemption levels is illustrated below through a comparison of a no redemption, illustrative redemption, contractual maximum redemption and minimum cash condition waiver scenarios (as described below). In the sensitivity table below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of the Combined Company, assuming no dilution from any of the Public Warrants, Private Warrants, Energy Vault Options, Energy Vault RSUs or the Earn Out Shares (“Additional Dilution Sources”), would be (a) $1,541,817,880 in the no redemption scenario, (b) $1,384,708,510 in the illustrative redemption scenario, and (c) $1,301,679,700, in the contractual maximum redemption scenario. Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming stockholders.
Redemption Sensitivity Analysis Table
Holders
No
Redemption
Scenario(1)
% of
Total
Illustrative
Redemption
Scenario(2)
% of
Total
Contractual
Maximum
Redemption
Scenario(3)
% of
Total
Novus Public Stockholders(5)
28,750,000 18.3% 14,375,000 10.2% 1,911,737 1.5%
Founders (including Novus Initial
Stockholders and NCCII
Co-Invest)(4)
6,468,750 4.1% 5,132,813 3.6% 3,234,375 2.6%
EnergyVault Stockholders(5)
106,566,033 68.0% 106,566,033 75.6% 106,566,033 84.7%
PIPE Subscribers
15,000,005 9.6% 15,000,005 10.6% 15,000,005 11.8%
Total Shares Outstanding Excluding Earn Out Shares, Energy Vault RSUs, Energy Vault Options and Warrants
156,784,788 100% 141,073,850 100% 126,712,150 100%
Total Equity Value Post- Redemptions
$ 1,567,847,880 $ 1,410,738,500 $ 1,267,121,500
Assumed Per Share Value
$ 10.00 $ 10.00 $ 10.00
Additional Dilution Sources(6)
No
Redemption
Scenario(1)
% of
Total(7)
Illustrative
Redemption
Scenario(2)
% of
Total(7)
Contractual
Maximum
Redemption
Scenario(3)
% of
Total(7)
Earn Out Shares(8)
9,000,000 5.4% 9,000,000 6.0% 9,000,000 6.6%
Energy Vault RSUs and Energy Vault Options(9)
8,251,906 5.0% 8,251,906 5.5% 8,251,906 6.1%
Novus Warrants
Public Warrants(10)
9,583,333 5.7% 9,583,333 6.4% 9,583,333 7.0%
Private Warrants(11)
5,166,666 3.2% 5,166,666 3.5% 5,166,666 3.9%
Total Additional Dilutive Sources(12)
32,001,905 16.9% 32,001,905 18.5% 32,001,905 20.2%
 
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(1)
This scenario assumes that no additional shares of Novus Common Stock are redeemed by the Public Stockholders and the Founders forfeit an aggregate of 718,750 Founder Shares.
(2)
This scenario assumes that approximately 14,375,000 shares of Novus Common Stock are redeemed by the Public Stockholders and the Founders forfeit an aggregate of 718,750 Founder Shares.
(3)
This scenario assumes that approximately 26,838,263 shares of Novus Common Stock are redeemed by the public stockholders, which, based on the amount of $287,509,721 in the trust account as of September 30, 2021, represents the maximum amount of redemptions that would still enable Novus to have sufficient cash to satisfy the minimum cash condition in the Business Combination Agreement.
(4)
This row includes all shares of Novus Common Stock which vest upon satisfaction of price targets in the number of shares held by the Founders.
(5)
This row excludes an aggregate of 8,251,906 Energy Vault Options and Energy Vault RSUs and 9,000,000 Earn Out Shares.
(6)
All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate dilution.
(7)
The Percentage of Total with respect to each Additional Dilution Source, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source (but not the other Applicable Dilution Sources) in both the numerator and denominator. For example, in the no redemption scenario, the Percentage of Total with respect to the Earn Out Shares would be calculated as follows: (a) 9,000,000 shares; divided by (b) (i) 156,784,788 shares (the number of shares outstanding prior to any issuance of Earn Out Shares plus (ii) 9,000,000 Earn Out Shares.
(8)
This row assumes all 9,000,000 Earn Out Shares are issued to Energy Vault securityholders.
(9)
This row assumes exercise of all Energy Vault Stock Options on a cash basis and all Energy Vault RSUs are earned and settled in shares of Combined Company Common Stock.
(10)
This row assumes exercise of all Public Warrants for cash.
(11)
This row assumes exercise of all Private Warrants for cash.
(12)
This row assumes the issuance of all shares of Combined Company Common Stock in connection with each of the Additional Dilution Sources, as described in Notes 8 through 11 above.
Q.
Who will be the officers and directors of the Combined Company if the Business Combination is consummated?
A.
Upon the consummation of the Business Combination, the board of directors of the Combined Company (the “Combined Company Board”) will be comprised of Robert Piconi, Henry Elkus, Larry Paulson, Zia Huque, Bill Gross, Thomas Ertel and Mary Beth Mandanas divided into three separate classes, as follows:

the Class I directors will be Larry Paulson and Mary Beth Mandanas and their terms will expire at the first annual meeting to be held after the consummation of the Business Combination;

the Class II directors will be Zia Huque, Henry Elkus, and Thomas Ertel and their terms will expire at the second annual meeting to be held after the consummation of the Business Combination; and

the Class III directors will be Robert Piconi and Bill Gross and their terms will expire at the third annual meeting to be held after the consummation of the Business Combination.
Such directors will be appointed, effective as of the consummation of the Business Combination, by the Novus Board in accordance with Novus’s organizational documents.
Immediately following the consummation of the Business Combination, we expect that the following will be the officers of the Combined Company: Robert Piconi, Chief Executive Officer,
 
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Andrea Wuttke, Chief Financial Officer and Andrea Pedretti, Chief Technology Officer. See the section titled “Management After the Business Combination” for information about such officers and the Combined Company’s other executive officers.
Q.
What conditions must be satisfied to complete the Business Combination?
A.
There are a number of closing conditions in the Business Combination Agreement, including that Novus’s stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section titled “The Business Combination Agreement  —  Conditions to Closing.”
Q.
What happens if I sell my shares of Novus Common Stock before the special meeting of stockholders?
A.
The Record Date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Novus Common Stock after the Record Date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders.
However, you will not become a Combined Company Stockholder following the Closing because only Novus’s stockholders on the date of the Closing will become Combined Company Stockholders.
Q.
May Novus or Novus’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?
A.
In connection with the stockholder vote to approve the proposed Business Combination, the Founders and Novus’s board of directors, officers, advisors or their affiliates may privately negotiate transactions to purchase shares prior to the Closing from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per share pro rata portion of the Trust Account without the prior written consent of Energy Vault. None of the Founders, directors, officers or advisors, or their respective affiliates, will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such shares. Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of such shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Founders, directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to Novus for use in the Business Combination.
In addition, certain of the officers and directors and their affiliates have agreed to purchase an aggregate of 1,100,000 shares of Novus Common Stock in the PIPE. These shares to be purchased in the PIPE will not be outstanding on the Record Date and will not be entitled to vote at the Novus special meeting of stockholders.
Q.
How many votes do I have at the special meeting of stockholders?
A.
Novus’s stockholders are entitled to one vote at the special meeting for each share of Novus Common Stock and Novus Class B Common Stock held of record as of the Record Date. As of the close of business on the Record Date, there were 28,750,000 shares of Novus Class A common stock, par value $0.0001 per share, held by [•] holders of record, including holders of record of Novus Units, and 7,187,500 shares of Novus Class B common stock, par value $0.0001 per share, held by Common Stock holders of record.
 
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Q.
What interests do Novus’s current officers and directors have in the Business Combination?
A.
Novus’s board of directors and executive officers may have interests in the Business Combination that are different from, in addition to, or in conflict with, yours. These interests include:

the beneficial ownership of Novus’s board of directors and officers and their affiliates of an aggregate of 5,980,773 shares of Novus Class B Common Stock and 4,566,625 Novus Warrants, which shares and warrants would become worthless if Novus does not complete a business combination within the applicable time period, as our directors and officers have waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $65.2 million based on the closing prices of Novus Common Stock and warrants of $9.96 and $1.24, respectively on the NYSE on the Record Date, assuming no shares of Novus Common Stock are redeemed by the Public Stockholders and giving effect to the forfeiture of an aggregate of 598,077 Founder Shares by Novus’s directors and officers and their affiliates. Based on such market values, Novus’s board of directors and officers will have an unrealized gain of approximately $52.4 million on their Novus securities;

our officers and directors and their affiliates have agreed to purchase an aggregate of 1,100,000 shares of Novus Common Stock in the PIPE at a purchase price of $10.00 per share, such purchase is contingent upon the completion of the Business Combination;

the fact that our founders, officers and directors have agreed not to redeem any of the shares of our common stock held by them in connection with a stockholder vote to approve the Business Combination;

Messrs. Robert J. Laikin, Chief Executive Officer, a director and a principal stockholder of Novus, Larry Paulson, Chairman of the Board and a principal stockholder of Novus, and Jeffrey Foster, a director of Novus, each purchased a non-controlling membership interest in Helena SPV for $250,000. Each such membership interest will equate to an indirect interest of 119,632 shares of Combined Company Common Stock, assuming no Earn Out Shares are issued. Each membership interest will have a value of $1,196,320 and each such director will have an unrealized gain on each director’s $250,000 investment of $946,320 (valued at $10.00 per share of Combined Company Common Stock, the per share transaction value). Based on the closing sale price of Novus Common Stock on the Record Date, each such individual’s membership interest has a value of $1,191,535 and will have an unrealized gain on this investment of $941,535 (based on the closing sale price of the Novus Common Stock of $9.96 as of the Record Date).

Novus’s board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on Novus’s behalf incident to identifying, investigating and consummating the Business Combination, to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless the Business Combination is consummated;

the anticipated continuation of Larry Paulson, as a director of the Combined Company following the Closing;

the fact that the Founders who purchased Founder Shares and Private Warrants prior to or at the time of our IPO may experience a positive rate of return on their investment, even if the Public Stockholders experience a negative rate of return on their investment;

If Novus is unable to complete a business combination within the required time period, an affiliate of one of the Founders will be personally liable under certain circumstances described herein to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Novus for services rendered or contracted for or products sold to Novus. If Novus consummates a business combination, on the other hand, Novus will be liable for all such claims; and

the continued indemnification of the current directors and officers of Novus following the Business Combination and the continuation of directors’ and officers’ liability insurance following the Business Combination.
Accordingly, our board of directors and officers and their affiliates will hold securities of Novus (directly or indirectly and excluding shares of Novus Common Stock which certain directors agreed
 
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to purchase in the PIPE) with an aggregate value of approximately 62.8 million based on the closing prices of Novus Common Stock and warrants of $9.96 and $1.24, respectively on the NYSE on the Record Date assuming no shares of Novus Common Stock are redeemed by the Public Stockholders and giving effect to the forfeiture of an aggregate of 598,077 Founder Shares by our directors and officers their affiliates. For these reasons, our board of directors and officers and their affiliates will receive a benefit from the completion of the Business Combination. These interests may incentivize our directors and officers to complete a business combination of a less favorable target company or on terms less favorable to stockholders rather than liquidate and to vote in favor of approval of the Stockholder Proposals.
These interests may influence Novus’s board of directors in making their recommendation that you vote in favor of the approval of the Stockholder Proposals. You should also read the section titled “The Business Combination  —  Interests of Novus’s Directors and Officers in the Business Combination.”
Q.
What interests do the Founders and their affiliates have at risk if the Business Combination is not completed?
A.
Our Founders (including our directors and officers) and their affiliates have the following interests in Novus and/or the Business Combination which may become worthless or not received if the Business Combination is not completed:

Our Founders (including our officers and directors) and their affiliates, beneficially own 7,187,500 shares of Class B Common Stock and 5,166,666 Novus Warrants, which shares and warrants would become worthless if Novus does not complete a business combination within the applicable time period, as our Founders (including our directors and officers) and their affiliates have waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $78.0 million based on the closing prices of Novus Common Stock and warrants of $9.96 and $1.24, respectively on the NYSE on the Record Date.

Messrs. Robert J. Laikin, Chief Executive Officer, a director and a principal stockholder of Novus, Larry Paulson, Chairman of the Board and a principal stockholder of Novus, and Jeffrey Foster, a director of Novus, each purchased a non-controlling membership interest in Helena SPV for $250,000. Each such membership interest will equate to an indirect interest of 119,632 shares of Combined Company Common Stock, assuming no Earn Out Shares are issued. Based on the closing sale price of the Novus Common Stock on the Record Date, each such individual’s membership interest have a value of $1,191,535 and will have an unrealized gain on this investment of $941,535 (based on the closing sale price of the Novus Common Stock of $9.96 as of the Record Date).

Cowen, an affiliate of a Founder, will receive (i) a $10,062,500 business combination fee pursuant to the business combination marketing agreement entered into in connection with the IPO and a financial advisory fee of $7.5 million for serving as Novus’s financial advisor in connection with the Business Combination, which fees are payable upon completion of the Business Combination and (ii) a portion of the $2.5 million placement fee for acting as a placement agent in connection with the PIPE. In the event the Business Combination is not consummated, Cowen would not receive these fee (except for the business combination fee if we were to consummate another business combination).
Accordingly, our Founders (including our directors and officers and their affiliates) will hold securities of Novus (directly or indirectly and excluding shares of Novus Common Stock which Founders agreed to purchase in the PIPE) and receive cash fees with an aggregate value of approximately $92.8 million based on the closing prices of Novus Common Stock and warrants of $9.96 and $1.24, respectively on the NYSE on the Record Date, assuming no shares of Novus Common Stock are redeemed by the Public Stockholders and giving effect to the forfeiture of an aggregate of 598,077 Founder Shares by our directors and officers and their affiliates. None of our Founders have any loans to us that are outstanding and any reimbursable expenses of our
 
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Founders will be paid from our available cash prior to the consummation of the Business Combination and will not be dependent upon the consummation of the Business Combination.
For these reasons, our Founders (including our directors and officers) and their affiliates will receive a benefit from the completion of the Business Combination. These interests may incentivize our Founders (including our directors and officers) to complete a business combination of a less favorable target company or on terms less favorable to stockholders rather than liquidate and to vote in favor of approval of the Stockholder Proposals
These interests may influence Novus’s board of directors in making their recommendation that you vote in favor of the approval of the Stockholder Proposals. You should also read the section titled “The Business Combination — Interests of Novus’s Directors and Officers in the Business Combination.
Q.
What are the U.S. federal income tax consequences of exercising my redemption rights?
A.
The U.S. federal income tax consequences of a redemption depend on a holder’s particular facts and circumstances. See the section titled “Certain U.S. Federal Income Tax Considerations of the Redemption and the Business Combination.” We urge you to consult your tax advisors regarding the tax consequences of exercising your redemption rights and to rely solely upon their advice.
Q.
If I hold Novus Warrants, can I exercise redemption rights with respect to my warrants?
A.
No. Holders of Novus Warrants have no redemption rights with respect to the Novus Warrants.
Q.
When is the Business Combination expected to be completed?
A.
It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Agreement  —  Conditions to Closing.
Q.
What do I need to do now?
A.
You are urged to carefully read and consider the information contained in this proxy statement/prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.
Q.
How do I vote?
A.
If you were a holder of record of Novus Common Stock and/or Novus Class B Common Stock on the Record Date, you may vote on the Stockholder Proposals online at the virtual special meeting of stockholders or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should contact your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to virtually attend the special meeting of stockholders and vote online, obtain a proxy from your broker, bank or nominee.
Q.
What will happen if I abstain from voting or fail to vote at the special meeting?
A.
At the special meeting of stockholders, Novus will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention or failure to vote will have the same effect as a vote against each of the Business Combination Proposal, the individual Charter Proposals, and the NYSE Proposal, and will have no effect on any of the other Stockholder Proposals.
 
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Q.
What will happen if I sign and return my proxy card without indicating how I wish to vote?
A.
Signed and dated proxies received by Novus without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each of the Stockholder Proposals.
Q.
Do I need to attend the special meeting of stockholders to vote my shares?
A.
No. You are invited to virtually attend the special meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Novus encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.
Q.
If I am not going to attend the special meeting of stockholders in person, should I return my proxy card instead?
A.
Yes. After carefully reading and considering the information contained in this proxy statement/prospectus, please submit your proxy, as applicable, by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.
Q.
If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?
A.
Because none of the proposals to be voted on at the Special Meeting is a routine matter for which brokers may have discretionary authority to vote without instructions from the beneficial owner of the shares, Novus does not expect any broker non-votes at the Special Meeting. As a result, failure to provide instructions to your bank, brokerage firm or other nominee on how to vote will result in your shares not being counted as present in determining the presence of a quorum. No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the Stockholder Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will be counted for purposes of determining the presence of a quorum at the special meeting of stockholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be redeemed in connection with the proposed Business Combination.
Q.
May I change my vote after I have mailed my signed proxy card?
A.
Yes. You may change your vote by sending a later-dated, signed proxy card to Novus’s secretary at the address listed below prior to the vote at the special meeting of stockholders, or attend the virtual special meeting and vote online. You also may revoke your proxy by sending a notice of revocation to Novus’s secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.
Q.
What happens if I fail to take any action with respect to the special meeting?
A.
If you fail to take any action with respect to the special meeting and the Business Combination is approved by stockholders and consummated, you will become a stockholder of the Combined Company and/or your warrants will entitle you to purchase common stock of the Combined Company. As a corollary, failure to vote either for or against the Business Combination proposal means you will not have any redemption rights in connection with the Business Combination to exchange your shares of common stock for a pro rata share of the aggregate amount of funds held in the Trust Account as of two business days prior to the Closing, including any interest thereon but net of any income or other taxes payable. If you fail to take any action with respect to the
 
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special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Novus.
Q.
What should I do if I receive more than one set of voting materials?
A.
You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.
Q.
What is the quorum requirement for the special meeting of stockholders?
A.
A quorum of Novus’s stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the aggregate shares of Novus Common Stock and Novus Class B Common Stock outstanding, and entitled to vote at the meeting is virtually represented in person or by proxy, and, with respect to the separate vote by other Novus Class B Common Stock for other Charter Proposals if a majority of the shares of Novus Class B Common Stock outstanding and entitled to vote at the meeting is virtually represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.
As of the Record Date for the special meeting, 17,968,751 shares of Novus Common Stock and Novus Class B Common Stock will be required to achieve a quorum.
Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote online at the virtual special meeting of stockholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders virtually present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.
Q.
What happens to the Novus Warrants I hold if I vote my shares of Novus Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?
A.
Properly exercising your redemption rights as a Novus stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your Novus Warrants, and if Novus does not otherwise consummate an initial business combination by February 8, 2023 or obtain the approval of Novus’s Stockholders to extend the deadline for Novus to consummate an initial business combination, Novus will be required to dissolve and liquidate, and your Novus Warrants will expire worthless.
Q.
Who will solicit and pay the cost of soliciting proxies?
A.
Novus will pay the cost of soliciting proxies for the special meeting of stockholders. Novus has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. Novus has agreed to pay Morrow Sodali LLC a fee of $35,000. Novus will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Novus also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Novus Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Novus Common Stock and in obtaining voting instructions from such beneficial owners. Novus’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.
 
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Q.
Who can help answer my questions?
A.
If you have questions about the Stockholder Proposals, or if you need additional copies of this proxy statement/prospectus, the proxy card or the consent card you should contact our proxy solicitor at:
Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Telephone: (800) 662-5200
(Banks and brokers can call collect at: (203) 658-9400)
Email: NXU.info@investor.morrowsodali.com
You may also contact Novus at:
Novus Capital Corporation II
8556 Oakmont Lane
Indianapolis, IN 46260
Telephone: (317) 590 6959
Attention: CEO
To obtain timely delivery, Novus’s stockholders and warrant holders must request the materials no later than five business days prior to the special meeting.
You may also obtain additional information about Novus from documents filed with the SEC by following the instructions in the section titled, “Where You Can Find More Information.”
If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Novus’s transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com
 
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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS
This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination Proposal and the other Stockholder Proposals to be considered at the special meeting of stockholders, you should read this entire proxy statement/prospectus carefully, including the annexes. See also the section titled, “Where You Can Find More Information.”
Parties to the Business Combination
Novus
Novus is a Delaware corporation and was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Novus was formed to purse an initial business combination target in any industry or geographic location (subject to certain limitations described in this prospectus),
Novus Common Stock, Novus Warrants and Novus Units (each Novus Unit comprising one share of Novus Common Stock and one-third of a Novus Warrant) are currently listed and trading on the NYSE under the ticker symbols “NXU,” “NXU WS” and “NXU.U,” respectively. We have applied to continue the listing of the Novus Common Stock and Novus Warrants on the NYSE under the symbols “NRGV” and “NRGV WS,” respectively, upon Closing. The Novus Units will automatically separate into their component securities (one share of Novus Common Stock and one-third of a Novus Warrant) upon Closing and, as a result, will no longer exist. Upon Closing, Novus intends to change its name from “Novus Capital Corporation II” to “Energy Vault Holdings, Inc.”
The mailing address of Novus’s principal executive office is 8556 Oakmont Lane, Indianapolis, IN 46260, and its telephone number is (317) 590-6959.
Merger Sub
Merger Sub is a wholly-owned subsidiary of Novus, formed on September 2, 2021 to consummate the Business Combination. Following the Business Combination, Merger Sub will have merged with and into Energy Vault with Energy Vault surviving the Merger. As a result, Energy Vault will become a wholly-owned subsidiary of Novus.
Energy Vault
Energy Vault develops sustainable, grid-scale energy storage solutions designed to advance the transition to a carbon free, resilient power grid. Energy Vault’s mission is to accelerate the decarbonization of our economy through the development of sustainable and economical energy storage technologies. To achieve this, Energy Vault has designed the EVx and the Energy Vault Resiliency Center (EVRC) platforms, advanced gravity energy storage solutions that are intended to minimize environmental and supply chain risks and do not have the geological constraints of some of the energy storage technologies on the market today.
Energy Vault’s mailing address is 4360 Park Terrace Drive, Suite 100, Westlake Village, California 93161, and its telephone number is (805) 852-0000.
For more information about Energy Vault, see the sections titled “Information About Energy Vault” and “Energy Vault Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The Business Combination
The Business Combination Agreement
On September 8, 2021, Novus, Merger Sub and Energy Vault entered into the Business Combination Agreement, pursuant to which Novus and Energy Vault will consummate the Business Combination. The Business Combination Agreement contains customary representations and warranties, covenants, closing
 
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conditions, termination fee provisions and other terms relating to the Merger and the other transactions contemplated thereby.
The Merger is to become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and mutually agreed by the parties, and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger (such time, “Effective Time”). The parties will hold the Closing immediately prior to such filing of a certificate of merger, on the Closing Date.
The Effective Time shall occur as promptly as practicable but in no event later than three business day after the satisfaction or, if permissible, waiver of the conditions to the completion of the Business Combination set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, provided that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver at the Closing). Immediately prior to the Effective Time, Energy Vault shall cause each share of Energy Vault Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Energy Vault Common Stock at the then effective conversion rate as calculated pursuant to Energy Vault’s amended and restated certificate of incorporation. All of the shares of Energy Vault Preferred Stock converted into shares of Energy Vault Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Energy Vault Preferred Stock shall thereafter cease to have any rights with respect to such securities.
At the Effective Time, by virtue of the Merger and without any action on the part of Novus, Merger Sub, Energy Vault or the holders of any of Energy Vault’s securities:

Each share of Energy Vault Common Stock issued and outstanding immediately prior to the Effective Time will be cancelled and automatically converted into the right to receive the number of shares of Combined Company Common Stock equal to the Exchange Ratio and all shares of Energy Vault Common Stock subject to forfeiture to or repurchase by Energy Vault shall retain such restrictions following conversion into Combined Company Common Stock;

All shares of Energy Vault Common Stock and Energy Vault Preferred Stock held in the treasury of Energy Vault shall be canceled without any conversion thereof and no payment or distribution shall be made with respect thereto;

Each share of Merger Sub Common Stock issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.001 per share, of the Surviving Corporation;

Each Energy Vault Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, shall be assumed, converted and/or substituted by Novus into an option to purchase a number of shares of Combined Company Common Stock (each such option, an Exchanged Option) equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Energy Vault Common Stock subject to such Energy Vault Option immediately prior to the Effective Time and (y) the Exchange Ratio, and at an exercise price per share (rounded up to the nearest whole cent) equal to (A) the exercise price per share of such Energy Vault Option immediately prior to the Effective Time divided by (B) the Exchange Ratio, subject to adjustments related to Section 409A and Section 422 of the Code;

Each award of outstanding restricted stock units to acquire shares of Energy Vault Common Stock issued pursuant to an award granted under the 2017 Plan or otherwise (each an “Energy Vault RSU”), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed, converted and/or substitutes by Novus into an award of restricted stock units to acquire shares of Combined Company Common Stock (each, a Converted RSU Award). Each Converted RSU Award will represent the right to acquire that number of shares of Combined Company Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Energy Vault Common Stock subject to the Energy Vault RSU award immediately before the Effective Time and (2) the Exchange Ratio; provided, that, except as specifically described above, following the Effective Time, each Converted RSU Award shall continue to be governed by the same terms and conditions (including vesting terms) as were applicable to the corresponding former Energy Vault RSU award immediately prior to the Effective Time.
 
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Each award of outstanding restricted shares of Energy Vault Common Stock issued pursuant to a grant agreement under the 2017 Plan or otherwise (each an Energy Vault Restricted Share Award), whether vested or unvested, that is outstanding immediately prior to the Effective Time shall be assumed, converted and/or substituted by Novus into a restricted stock award with respect to a number of shares of Combined Company Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of Energy Vault Common Stock subject to such Energy Vault Restricted Share Award immediately prior to the Effective Time and (y) the Exchange Ratio, with the same terms and conditions as were applicable under such Company Restricted Share Award immediately prior to the Effective Time.

No certificates or scrip or shares representing fractional shares of Combined Company Common Stock shall be issued upon the exchange of Energy Vault Common Stock and such fractional share interests will not entitle the owner thereof to vote or to have any rights of a stockholder of Novus or a holder of shares of Combined Company Common Stock. In lieu of any fractional share of Combined Company Common Stock to which each holder of Energy Vault Common Stock would otherwise be entitled, the fractional share shall be rounded up or down to the nearest whole share of Combined Company Common Stock, with a fraction of 0.5 rounded up. No cash settlements shall be made with respect to fractional shares eliminated by rounding.
Earn Out Consideration
Subject to certain exceptions, during the period between the Closing and the third anniversary of the Closing, holders of Energy Vault Common Stock and Energy Vault Equity Awards as of immediately prior to the Effective Time are eligible to receive up to 9,000,000 additional Combined Company Common Stock in the aggregate in three equal tranches of 3,000,000 Earn Out Shares, respectively, upon the occurrence of Triggering Event I, Triggering Event II and Triggering Event III, respectively.
Additionally, at the Closing, approximately 15,000,000 shares of Novus Common Stock will be issued to the Subscribers upon the closing of the PIPE.
Following the consummation of the Business Combination, the Proposed Certificate of Incorporation (as defined in the section titled “Proposal No. 2 — The Charter Proposals”) will be filed with the Office of the Secretary of State of the State of Delaware.
For more information about the Business Combination Agreement and the Business Combination, see the sections titled “Proposal No. 1 — The Business Combination Proposal” and “The Business Combination Agreement.”
Conditions to Closing
Mutual
The obligations of Energy Vault, Novus and Merger Sub to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

The Energy Vault Requisite Approval in favor of the adoption of the Business Combination Agreement and the Merger and all other transactions contemplated by the Business Combination Agreement, shall have been obtained;

The Stockholder Proposals shall have been approved and adopted by the requisite affirmative vote of Novus’s stockholders in accordance with the proxy statement/prospectus, the DGCL, the Novus organizational documents and the rules and regulations of NYSE;

The Registration Statement shall have become effective under the Securities Act and no stop order suspending the effectiveness of the Registration Statement shall be in effect and no proceedings for that purpose shall be pending before or threatened by the SEC;

No governmental authority shall have enacted, issued, promulgated, enforced or entered any law, rule, regulation, judgment, decree, executive order or award which is then in effect and has the effect
 
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of making the Business Combination, including the Merger, illegal or otherwise prohibiting consummation of the Business Combination, including the Merger;

All required filings under the HSR Act shall have been completed and any waiting period (and any extension thereof) applicable to the consummation of the Business Combination under the HSR Act shall have expired or been terminated;

All consents, approvals and authorizations set forth in the Business Combination Agreement shall have been obtained from and made with all governmental authorities;

The sale and issuance by Novus of Novus Common Stock in an aggregate amount required under the Business Combination Agreement shall have been consummated in accordance with the terms of the Subscription Agreements; and

The listing of shares of Combined Company Common Stock on NYSE, or another national securities exchange mutually agreed to by the parties, as of the Closing Date.
Novus and Merger Sub
The obligations of Novus and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver (where legally permissible) at or prior to the Closing of the following additional conditions:

Certain of the representations and warranties of Energy Vault contained in the sections titled (a) “Organization and Qualification; Subsidiaries,” ​(b) “Capitalization,” ​(c) “Authority Relative to the Business Combination Agreement” and (d) “Brokers” in the Business Combination Agreement shall each be true and correct in all material respects as of the date of the Business Combination Agreement and the Effective Time, except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier specified date. Certain of the representations and warranties of Energy Vault contained in the section titled “Absence of Certain Changes or Events” in the Business Combination Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and the Effective Time. Certain of the representations and warranties in the section titled “Capitalization” in the Business Combination Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to Energy Vault, Novus, Merger Sub or any of their respective affiliates. The other representations and warranties of Energy Vault contained in the Business Combination Agreement shall be true and correct in all respects (without giving effect to any “materiality,” “Company Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect;

Energy Vault shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Effective Time;

Energy Vault shall have delivered to Novus a customary officer’s certificate, dated the date of the Closing, certifying as to the satisfaction of certain conditions;

No Company Material Adverse Effect shall have occurred during the Interim Period;

Other than those persons identified as continuing directors in the Business Combination Agreement, all members of the Energy Vault’s board of directors, as required pursuant to the Business Combination Agreement, shall have executed written resignations effective as of the Effective Time;
 
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All parties to the Registration Rights Agreement (other than Novus and the Founders party thereto) shall have delivered, or cause to be delivered, to Novus copies of the Registration Rights Agreement duly executed by all such parties;

All parties to the Lock-up Agreements (other than Novus and the Founders party thereto) proposed to be entered into in connection with Closing shall have delivered, or cause to be delivered, to Novus copies of the Lock-up Agreements duly executed by all such parties;

On or prior to the Closing, Energy Vault shall have delivered to Novus in a form reasonably acceptable to Novus, dated as of the Closing Date, a properly executed certification that shares of Energy Vault are not “U.S. real property interests” within the meaning of Section 897 of the Code, in accordance with Treasury Regulation Section 1.1445-2(c)(3), together with an executed notice to the IRS (which shall be filed by Novus with the IRS following the Closing) in accordance with the provisions of Section 1.897-2(h)(2) of the Treasury Regulations;

As of the Closing, after consummation of the PIPE and after distribution of the trust fund, deducting all amounts to be paid pursuant to the exercise of redemption rights, Novus shall have cash on hand equal to or in excess of $170.0 million (for the avoidance of doubt, such cash shall be determined prior to the payment of any transaction fees, costs and expenses paid or required to be paid by Novus prior to Closing and the payment of such fees, costs and expenses shall be paid or payable out of such cash on hand);

All loans between Energy Vault and any person who shall serve as a director or officer of the Combined Company shall have been paid off in full

Energy Vault shall have delivered to Novus the PCAOB Audited Financials.
Energy Vault
The obligations of Energy Vault to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to Closing of the following additional conditions:

Certain of the representations and warranties of Novus and Merger Sub contained in the sections titled (a) “Corporate Organization,” ​(b) “Capitalization,” ​(c) “Authority Relative to the Business Combination Agreement” and (d) “Brokers” in the Business Combination Agreement shall each be true and correct in all material respects as of the date of the Business Combination Agreement and the Effective Time, except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier specified date. Certain of the representations and warranties of Novus and Merger Sub contained in the section titled “Absence of Certain Changes or Events” in the Business Combination Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and the Effective Time. Certain of the representations and warranties in the section titled “Capitalization” in the Business Combination Agreement shall be true and correct in all respects as of the date of the Business Combination Agreement and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified date), except where the failure of such representations and warranties to be so true and correct would not, individually or in the aggregate, be reasonably expected to result in more than de minimis additional cost, expense or liability to Energy Vault, Novus, Merger Sub or any of their respective affiliates. The other representations and warranties of Novus and Merger Sub contained in the Business Combination Agreement shall be true and correct in all respects (without giving effect to any “materiality,” “Novus Material Adverse Effect” or similar qualifiers contained in any such representations and warranties) as of the date of the Business Combination Agreement and as of the Effective Time as though made on and as of such date (except to the extent that any such representation or warranty expressly is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failures of any such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Novus Material Adverse Effect;
 
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Novus and Merger Sub shall have performed or complied in all material respects with all agreements and covenants required by the Business Combination Agreement to be performed or complied with by it on or prior to the Effective Time;

Novus shall have delivered to Energy Vault a customary officer’s certificate (signed by the Chief Executive Officer of Novus), dated the date of the Closing, certifying as to the satisfaction of certain conditions;

No Novus Material Adverse Effect shall have occurred during the Interim Period;

Novus shall have delivered or caused to be delivered a copy of the Registration Rights Agreements duly executed by Novus and the Novus Initial Stockholders party thereto;

Novus shall have delivered or caused to be delivered a copy of the Sponsor Restricted Stock Agreement duly executed by Novus and the Novus Initial Stockholders party thereto; and

Novus shall have made all necessary and appropriate arrangements with the trustee to have all of the funds from the Trust Account disbursed to Novus immediately prior to the Effective Time, and all such funds released from the Trust Account shall be available to Novus in respect of all or a portion of the payment obligations set forth in the Business Combination Agreement and the payment of Novus’s fees and expenses incurred in connection with the Business Combination Agreement and the Business Combination.
For more information about the Business Combination Agreement, see the section titled “The Business Combination Agreement.”
Regulatory Matters
The Business Combination is subject to the requirements of the HSR Act, which prevents Novus and Energy Vault from completing the Business Combination until required information and materials are furnished to the Antitrust Division of the Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”) and specified waiting period requirements have been satisfied.
For more information, see the section titled “The Business Combination — Regulatory Approvals Required for the Business Combination.”
Termination Rights
The Business Combination Agreement is subject to termination prior to the Effective Time of the Business Combination as follows:

by the mutual written consent of Novus and Energy Vault;

by Novus or Energy Vault, if (i) 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”); provided, however, that the Business Combination Agreement may not be terminated pursuant to this provision by or on behalf of any party that either directly or indirectly through its affiliates is in breach or violation of any representation, warranty, covenant, agreement or obligation contained in the Business Combination Agreement and such breach or violation is the principal cause of the failure of a condition to the Merger on or prior to the Outside Date, and, in the event that any law is enacted after the execution of the Business Combination Agreement extending the applicable waiting period under the HSR Act, the Outside Date will be automatically extended by the length of any such extension; or (ii) any governmental authority in the United States has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling (whether temporary, preliminary or permanent) which has become final and non-appealable and has the effect of making consummation of the Business Combination transactions, including the Merger, illegal or otherwise preventing or prohibiting consummation of the Business Combination transactions, including the Merger; or (iii) any of the Stockholder Proposals fail to receive the requisite vote for approval by Novus’s stockholders;

by Energy Vault if there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of Novus or Merger Sub set forth in the Business Combination Agreement, or
 
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if any representation or warranty of Novus or Merger Sub has become untrue, in either case such that the conditions set forth in representations and warranties and the agreements and covenants of Merger Sub and Novus specified in the conditions to the Merger section of the Business Combination Agreement would not be satisfied (“Terminating Novus Breach”); provided that Energy Vault has not waived such Terminating Novus Breach and Energy Vault is not then in material breach of its representations, warranties, covenants or agreements in the Business Combination Agreement; provided, however, that, if such Terminating Novus Breach is curable by Novus and Merger Sub, Energy Vault may not terminate the Business Combination Agreement under this section for so long as Novus and Merger Sub continue to exercise their reasonable efforts to cure such breach, unless such breach is not cured within thirty days after notice of such breach is provided by Energy Vault to Novus; and

by Novus if (i) Energy Vault has failed to deliver the approval of holders of the Energy Vault Requisite Approval in favor of the adoption of the Merger to Novus within ten days of the Registration Statement becoming effective; (ii) there is an occurrence of a breach of any representation, warranty, covenant or agreement on the part of Energy Vault set forth in the Business Combination Agreement, or if any representation or warranty of Energy Vault has become untrue, in either case such that the conditions set forth in representations and warranties and the agreements and covenants of Energy Vault specified in the conditions to the Merger section of the Business Combination Agreement would not be satisfied (“Terminating Energy Vault Breach”); provided that Novus has not waived such Terminating Energy Vault Breach and Novus and Merger Sub are not then in material breach of their representations, warranties, covenants or agreements in the Business Combination Agreement; provided further that, if such Terminating Energy Vault Breach is curable by Energy Vault, Novus may not terminate the Business Combination Agreement under this provision for so long as Energy Vault continues to exercise its reasonable efforts to cure such breach, unless such breach is not cured within thirty days after notice of such breach is provided by Novus to Energy Vault; or (iii) if the PCAOB Financial Statements shall not have been delivered to Novus by Energy Vault no later than 15 days from the date of the Business Combination Agreement.
If the Business Combination Agreement is terminated, the agreement will forthwith become void, and there will be no liability under the Business Combination Agreement on the part of any party to the Business Combination Agreement, except as set forth in the Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party thereto.
Except as set forth in the Business Combination Agreement, all expenses incurred in connection with the Business Combination Agreement and the Business Combination transactions shall be paid by the party incurring such expenses, whether or not the Business Combination transactions are consummated. The filing, listing, and registration fees contemplated by the Business Combination Agreement shall be paid one half by each of the parties thereto; provided, that each party shall be responsible for the fees and expenses payable by such party to its respective representatives with respect to such matters.
For more information about the Business Combination Agreement, see the section titled “The Business Combination Agreement.”
Amendments to the Charter
Pursuant to the Business Combination Agreement, at the Effective Time of the Business Combination, the Existing Certificate of Incorporation of Novus will be amended and restated to:

change Novus’s name to “Energy Vault Holdings, Inc.”;

eliminate the Class B Common Stock classification and provide for a single class of common stock;

change the number of authorized shares to 505,000,000 shares, consisting of (i) 500,000,000 shares of common stock and (ii) 5,000,000 shares of preferred stock;

provide that any director or the entire board of directors of Novus may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of at least 66 2/3% of the
 
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voting power of the then-oustanding shares of Novus's capital stock entitled to vote thereon, voting together as a single class;

eliminate the current limitations in place on the corporate opportunity doctrine;

increase the required vote thresholds for approving amendments to the bylaws and to certain specified provisions of the certificate of incorporation to 6623%; and

make certain other changes to the amended and restated certificate of incorporation, including eliminating certain provisions related to special purpose acquisition corporations that will no longer be relevant following the Closing.
For more information about these amendments to the Certificate of Incorporation, see the section titled “Proposal No. 2 — The Charter Proposals.”
Other Agreements Related to the Business Combination Agreement
Lock-Up Agreements and Registration Rights
In connection with the Closing, the Novus Initial Stockholders and certain stockholders of Energy Vault will agree, subject to certain exceptions, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with regards to any shares of Combined Company Common Stock held by them immediately after the Effective Time, or issuable upon the exercise of options to purchase shares of Combined Company Common Stock held by them immediately after the Effective Time, or securities convertible into or exercisable or exchangeable for Combined Company Common Stock held by them immediately after the Effective Time (the “Lock-up Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) provided, however, that with respect to the Founders, the Lock-up Shares are limited to the 6,468,750 Combined Company Common Stock into which the Founder Shares held by them automatically convert into upon the Closing (after giving effect to the forfeiture of 718,750 Founder Shares), 5,166,666 Private Warrants held by the Founders and the shares of Combined Company Common Stock issuable upon exercise of the Founder Warrants. With respect to 50% of the Lock-up Shares (half of which may be Restricted Shares, as defined in the Sponsor Restricted Stock Agreement) (the “Early Release Shares”), the Lock-Up Period (as defined in the Lock-Up Agreement) shall terminate 180 days after the Closing. With respect to the shares held by any signatory of the Lock-Up Agreement that are not Early Release Shares, the Lock-Up Period shall terminate 365 days after the Closing. With respect to the 5,166,666 Private Warrants held by the Founders and the shares of Combined Company Common Stock issuable upon exercise of the Founder Warrants, the Lock-Up Period shall terminate 180 days after the Closing.
The Lock-up Shares consist of the 6,468,750 shares of Combined Company Common Stock held by the Founders (but not including shares of Novus Common Stock purchased in the PIPE and after forfeiture of 718,750 founder shares upon the Closing), 5,166,666 Private Warrants held by the Founders and the shares of Combined Company Common Stock issuable upon exercise of the Founder Warrants, at least 95% of the sum of (i) 106,566,033 shares of Combined Company Common Stock to be issued to the Energy Vault Stockholders and (ii) 8,251,906 shares of Combined Company Common Stock issuable upon (1) exercise of the Exchanged Options or (2) settlement of the Converted RSUs.
In connection with the Closing, that certain registration rights agreement dated February 2, 2021 will be amended and restated and Novus, the Founders and certain persons and entities receiving Combined Company Common Stock pursuant to the Business Combination (the “New Holders” and together with the Founders, the “Reg Rights Holders”) shall enter into that amended and restated registration rights agreement, a form of which is attached as an exhibit to the Business Combination Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, Novus will agree that, no later than the earlier of (i) 30 calendar days after the Closing and (ii) and 20 business days following the
 
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Closing, Combined Company will file with the SEC (at the Combined Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale Registration Statement”), and Combined Company shall use commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof. In certain circumstances, the Founders and the New Holders may each demand up to two registrations, which may be underwritten offerings, and all of the Reg Rights Holders will be entitled to piggyback registration rights.
For more information about the Lock-Up Agreements and Registration Rights, see the sections titled “Certain Agreements Related to the Business Combination — Lock-Up Agreements” and “Certain Agreements Related to the Business Combination — Registration Rights Agreement.”
Sponsor Restricted Stock Agreement
In connection with the Closing, the Novus Initial Stockholders and certain stockholders of Energy Vault will agree, that the Restricted Shares shall be subject to the transfer restrictions set forth herein until satisfaction of the following trigger events (each, a “Triggering Event”):
(a)
808,594 Founder Shares (approximately 11.125% of the Founder Shares) shall be released upon the date on which (x) the closing price of the Novus Common Stock (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) exceeds $12.50 per share for any 20 trading days within a 30-trading day period occurring from the announcement of the PIPE through the thirty-six (36) month anniversary of the Closing Date or (ii) the closing of a sale, merger, the remaining Lock-Up Shares liquidation, or exchange offer transaction after the closing date of the Business Combination which results in the stockholders of the Combined Company having the right to exchange their shares of Novus Common Stock for cash, securities or other property having a value of at least $12.50 per share.
(b)
808,594 Founder Shares (approximately 11.125% of the Founder Shares) shall be released upon the date on which (x) the closing price of the Novus Common Stock (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations and the like) exceeds $15.00 per share for any 20 trading days within a 30-trading day period occurring from the announcement of the PIPE through the thirty-six (36) month anniversary of the Closing Date or (ii) the closing of a sale, merger, the remaining Lock-Up Shares liquidation, or exchange offer transaction after the closing date of the Business Combination which results in the stockholders of the Combined Company having the right to exchange their shares of Novus Common Stock for cash, securities or other property having a value of at least $15.00 per share.
(c)
3,234,375 Founder Shares (approximately 66 2/3% of the 67.5% of the Founder Shares not subject to Section 2 or Section 4.1(a) or (b) above, (or 45.0% of the Founder Shares), shall be subject to forfeiture (the “Forfeiture Percentage”) proportionately with redemptions of cash from the Trust Account held by the Trustee in excess of $25,000,000. The Forfeiture Percentage shall be calculated by (1) dividing (A) the aggregate dollar amount of cash redeemed from the Trust Account in excess of $25,000,000 by (B) $287,500,000 and then (2) multiplying the quotient obtained in subsection (c)(1) by 45.0% of the Founder Shares. Notwithstanding the foregoing, in the event that more than 26,250,000 shares of Novus Common Stock are redeemed from the Trust Account (resulting in $262,500,000 of cash redeemed from the Trust Account assuming a redemption price of $10.00 per share), such 3,234,375 Founder Shares shall be forfeited in lieu of applying the Forfeiture Percentage.
For example, if holders of SPAC shares redeem a number of shares which reduces the cash in the Trust Account by $25,000,000 plus 25% of $287,500,000, (i.e. reduces the Trust Account by $96.875 million) the Founder Shares would be treated as follows:
$71,875,000 = 25% the aggregate dollar amount of cash redeemed from the Trust Account in excess of $25,000,000 (based on $96,875,000 total redeemed from the Trust Account)
$71,875,000/$287,500,000 = 25% (45.0% of 75% of the Founder Shares impacted negatively by 25%, which is the Forfeiture Percentage).
 
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45.0% of the Founder Shares would be reduced by the Forfeiture Percentage of 25% (i.e., 11.25% of the Founder Shares would be forfeited).
The remaining 1,617,187 Founder Shares (approximately 22.5% of the Founder Shares) are not Restricted Shares and are not subject to the vesting restrictions or forfeiture provisions set forth in clauses (a)-(c) above.
Stockholder Support Agreement
On September 8, 2021, Novus, Energy Vault and certain stockholders of Energy Vault entered into the Stockholder Support Agreement (the “Stockholder Support Agreement”) pursuant to which such stockholders agreed to vote all of their shares of Energy Vault Common Stock and Energy Vault Preferred Stock in favor of the approval and adoption of the Proposed Transactions. Additionally, such stockholders have agreed, among other things, not to (a) transfer any of their shares of Energy Vault Common Stock and Energy Vault Preferred Stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement.
Sponsor Support Agreement
On September 8, 2021, Novus, Energy Vault and the Founders entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant to which the Founders agreed to vote all of their shares of Novus Common Stock in favor of the approval and adoption of the Stockholder Proposals. Additionally, such Founders have agreed, among other things, not to (a) transfer any of their shares of Novus Common Stock and Novus Class B Common Stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions, (b) enter into any voting arrangement that is inconsistent with the Sponsor Support Agreement or (c) exercise their redemption rights in connection with the Business Combination.
Subscription Agreements
On September 8, 2021, Novus executed Subscription Agreements with Subscribers for the sale of an aggregate of approximately10,000,000 shares of Novus Common Stock at a purchase price of $10.00 per share for aggregate gross proceeds of approximately $100.0 million, in the PIPE. The Subscribers include Palantir Technologies Inc. (“Palantir”) who has agreed to invest $8.5 million in the PIPE. In December 2021, Novus executed an additional Subscription Agreement with Korea Zinc Co., Ltd. (“Korea Zinc”) for the sale of an additional 5,000,000 shares of Novus Common Stock at a price of $10.00 per share for additional gross proceeds of $50.0 million in the PIPE. On September 3, 2021, Palantir and Energy Vault entered into an agreement (the “Software Agreement”) under which Energy Vault has agreed to purchase a Palantir Foundry cloud subscription (which provides advanced data analytics capability), including support services, updates and related professional services, from Palantir for $7.5 million payable over a term of two and a half years, beginning on December 1, 2021. Energy Vault may terminate the Software Agreement by giving written notice to Palantir within 20 business days of (a) the final expiration of termination of the Subscription Agreement with Palantir before the consummation of such agreement or (b) the failure of the Business Combination to close for any reason. In the event of a termination, Energy Vault shall only owe fees incurred under the Software Agreement before the effective date of termination and any fees relating to infrastructure costs incurred before the effective date of termination. On December 29, 2021, Energy Vault and Sun Metals Corporation Pty. Ltd. (“Sun Metals”), a wholly owned subsidiary of Korea Zinc, entered into a non-binding strategic partnership agreement for renewable energy storage. The partnership supports Korea Zinc’s strategy to decarbonize their refining and smelting operations focused initially under Sun Metals.
The closing of the PIPE will occur contemporaneously with the consummation of the Business Combination. Novus will receive net proceeds of approximately $147.2 million after payment of $2.5 million of placement fees and approximately $300,000 of other expenses related to the PIPE. Cowen, Goldman Sachs and Guggenheim acted as co-placement agents for the PIPE.
 
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Interests of the Founders and Novus Directors and Officers in the Business Combination
In considering the recommendation of Novus’s board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, our directors and officers have interests in the Business Combination that are different from, in addition to, or in conflict with those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

the beneficial ownership of Novus’s board of directors and officers and their affiliates of an aggregate of 5,980,773 shares of Novus Class B Common Stock and 4,566,625 Novus Warrants, which shares and warrants would become worthless if Novus does not complete a business combination within the applicable time period, as our directors and officers have waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $65.2 million based on the closing prices of Novus Common Stock and warrants of $9.96 and $1.24, respectively on the NYSE on the Record Date, assuming no shares of Novus Common Stock are redeemed by the Public Stockholders and giving effect to the the forfeiture of 598,077 Founder Shares by Novus’s directors and officers and their affiliates. Based on such market values, Novus’s board of directors and officers will have an unrealized gain of approximately $52.4 million on their Novus securities;

our officers and directors and their affiliates have agreed to purchase an aggregate of 1,100,000 shares of Novus Common Stock in the PIPE at a purchase price of $10.00 per share, such purchase is contingent upon the completion of the Business Combination;

Messrs. Robert J. Laikin, Chief Executive Officer, a director and a principal stockholder of Novus, Larry Paulson, Chairman of the Board and a principal stockholder of Novus, and Jeffrey Foster, a director of Novus, each purchased a non-controlling membership interests in Helena SPV for $250,000. Each such membership interest will equate to an indirect interest of 119,632 shares of Combined Company Common Stock. Based on the closing sale price of Novus Common Stock on the Record Date, each such individual’s membership interest has a value of $1,191,535 and will have an unrealized gain on this investment of $941,535 (based on the closing sale price of the Novus Common Stock of $9.96 as of the Record Date);

Novus’s board of directors will not receive reimbursement for any out-of-pocket expenses incurred by them on Novus’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated;

the anticipated continuation of Larry Paulson, as a director of the Combined Company following the Closing;

the fact that the Founders who purchased Founder Shares and Private Warrants prior to or at the time of our IPO may experience a positive rate of return on their investment, even if the Public Stockholders experience a negative rate of return on their investment; and

the continued indemnification of the current directors and officers of Novus following the Business Combination and the continuation of directors’ and officers’ liability insurance following the Business Combination.
These interests may influence Novus’s board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Stockholder Proposals.
Reasons for the Approval of the Business Combination
After careful consideration, Novus’s board of directors recommends that Novus’s stockholders vote “FOR” each Stockholder Proposal being submitted to a vote of Novus’s stockholders at the Novus special meeting of stockholders.
 
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For a description of Novus’s reasons for the approval of the Business Combination and the recommendation of our board of directors, see the section titled “The Business Combination — Novus’s Board of Directors’ Reasons for the Approval of the Business Combination.”
Redemption Rights
Under the Existing Certificate of Incorporation, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to Novus to pay its income taxes or any other taxes payable, by (b) the total number of shares of Public Shares. However, Novus will not redeem any Public Shares to the extent that such redemption would result in Novus having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5.0 million. For illustrative purposes, based on funds in the Trust Account of approximately $287.5 million on the Record Date, the estimated per share redemption price would have been approximately $10.00.
If a holder exercises its redemption rights, then such holder will be exchanging its shares of Novus Common Stock for cash and will no longer own shares of Novus Common Stock and will not participate in the future growth of the Combined Company, if any. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Novus’s transfer agent in accordance with the procedures described herein. See the section titled “The Special Meeting of Novus’s Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.
Ownership of the Combined Company After the Closing
The ownership of the Combined Company will vary based on the number of Novus Public Stockholders that exercise their redemption rights. In each of the no redemption, illustrative redemption, and contractual maximum redemption scenarios as described below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of the Combined Company, assuming no dilution from any of the Public Warrants, Private Warrants, Energy Vault Options, Energy Vault RSUs or the Earn Out Shares (“Additional Dilution Sources”), would be (a) $1,567,847,880 in the no redemption scenario, (b) $1,410,738,500 in the illustrative redemption scenario, and (c) $1,267,121,500, in the contractual maximum redemption scenario. Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming Public Stockholders.
The following table illustrates varying beneficial ownership levels in the Combined Company immediately following the consummation of the Business Combination assuming the levels of redemptions by the public stockholders indicated:
Redemption Sensitivity Analysis Table
Holders
No
Redemption
Scenario(1)
% of
Total
Illustrative
Redemption
Scenario(2)
% of
Total
Contractual
Maximum
Redemption
Scenario(3)
% of
Total
Novus Public Stockholders(5)
28,750,000 18.3% 14,375,000 10.2% 1,911,737 1.5%
Founders (including Novus Initial
Stockholders and NCCII
Co-Invest)(4)
6,468,750 4.1% 5,132,813 3.6% 3,234,375 2.6%
EnergyVault Stockholders(5)
106,566,033 68.0% 106,566,033 75.6% 106,566,033 84.1%
PIPE Subscribers
15,000,005 9.6% 15,000,005 10.6% 15,000,005 11.8%
Total Shares Outstanding Excluding Earn Out Shares, Energy Vault RSUs, Energy Vault Options and Warrants
156,784,788 100% 141,073,850 100% 126,712,150 100%
 
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Holders
No
Redemption
Scenario(1)
% of
Total
Illustrative
Redemption
Scenario(2)
% of
Total
Contractual
Maximum
Redemption
Scenario(3)
% of
Total
Total Equity Value
Post-Redemptions
$ 1,567,847,880 $ 1,410,738,500 $ 1,267,121,500
Assumed Per Share Value
$ 10.00 $ 10.00 $ 10.00
Additional Dilution Sources(6)
No Redemption
Scenario(1)
% of
Total(7)
Illustrative
Redemption
Scenario(2)
% of
Total(7)
Contractual
Maximum
Redemption
Scenario(3)
% of
Total(7)
Earn Out Shares(8)
9,000,000 5.4% 9,000,000 6.0% 9,000,000 6.6%
Energy Vault RSUs and Energy Vault Options(9)
8,251,906 5.0% 8,251,906 5.5% 8,251,906 6.1%
Novus Warrants
Public Warrants(10)
9,583,333 5.7% 9,583,333 6.4% 9,583,333 7.0%
Private Warrants(11)
5,166,666 3.2% 5,166,666 3.5% 5,166,666 3.9%
Total Additional Dilutive Sources(12)
32,001,905 16.9% 32,001,905 18.5% 32,001,905 20.2%
(1)
This scenario assumes that no additional shares of Novus Common Stock are redeemed by the Public Stockholders and the Founders forfeit an aggregate of 718,750 Founder Shares.
(2)
This scenario assumes that approximately 14,375,000 shares of Novus Common Stock are redeemed by the Public Stockholders and the Founders forfeit an aggregate of 718,750 Founder Shares.
(3)
This scenario assumes that approximately 26,838,263 shares of Novus Common Stock are redeemed by the public stockholders, which, based on the amount of $287,509,721 in the trust account as of September 30, 2021, represents the maximum amount of redemptions that would still enable Novus to have sufficient cash to satisfy the minimum cash condition in the Business Combination Agreement.
(4)
This row includes all shares of Novus Common Stock which vest upon satisfaction of price targets in the number of shares held by the Founders.
(5)
This row excludes an aggregate of 8,251,906 Energy Vault Options and Energy Vault RSUs and 9,000,000 Earn Out Shares.
(6)
All share numbers and percentages for the Additional Dilution Sources are presented without the potential reduction of any amounts paid by the holders of the given Additional Dilution Sources and therefore may overstate dilution.
(7)
The Percentage of Total with respect to each Additional Dilution Source, including the Total Additional Dilutive Sources, includes the full amount of shares issued with respect to the applicable Additional Dilution Source (but not the other Applicable Dilution Sources) in both the numerator and denominator. For example, in the no redemption scenario, the Percentage of Total with respect to the Earn Out Shares would be calculated as follows: (a) 9,000,000 shares; divided by (b) (i) 156,784,788 shares (the number of shares outstanding prior to any issuance of Earn Out Shares plus (ii) 9,000,000 Earn Out Shares.
(8)
This row assumes all 9,000,000 Earn Out Shares are issued to Energy Vault securityholders.
(9)
This row assumes exercise of all Energy Vault Stock Options on a cash basis and all Energy Vault RSUs are earned and settled in shares of Combined Company Common Stock.
(10)
This row assumes exercise of all Public Warrants for cash.
(11)
This row assumes exercise of all Private Warrants for cash.
(12)
This row assumes the issuance of all shares of Combined Company Common Stock in connection with each of the Additional Dilution Sources, as described in Notes 8 through 11 above.
 
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Summary of Risk Factors
In evaluating the Stockholder Proposals, Novus Stockholders should carefully read this proxy statement/prospectus and especially consider the factors discussed in the section entitled “Risk Factors.” Some of the risks related to Energy Vault’s business and industry, the Business Combination and risks of the Combined Company, are summarized below:

Energy Vault is an early stage company with a history of losses, and it expects to incur significant expenses and continuing losses for the foreseeable future, and it may not be able to achieve profitability in the future.

Energy Vault’s limited operating history and its rapidly evolving industry make it difficult to evaluate Energy Vault’s business, the risks and challenges it may face and future prospects.

The engineering of Energy Vault’s systems is in continuous refinement to improve system cost and efficiency. There is no guarantee that it will be successful in implementing all improvements under the expected schedule.

There is no assurance that non-binding letters of intent and other indications of interest will be converted into binding order or sales. Customers may cancel or delay the non-binding letters of intent and other indications of interest in Energy Vault’s sales pipeline.

Energy Vault’s systems are based on established principles that are deployed in a novel way to create new technologies to store energy and potential customers may be hesitant to make a significant investment in Energy Vault’s technology or abandon the technology they are currently using.

Energy Vault’s systems include complex software and technology systems and do not have a meaningful history of operation, and there can be no assurance such systems and technology will perform as expected or that software, engineering or other technical defects will not be discovered until after a system is installed and operated by a customer. If Energy Vault’s EVx systems contain manufacturing or construction defects, its business and financial results could be harmed. In addition, the development and updating of these systems will require Energy Vault to incur potentially significant costs and expenses.

The performance and availability of Energy Vault’s products, services and systems may be affected by factors outside of its control, which could result in harm to its business and financial results.

If any of Energy Vault’s products are or are alleged to be defective in design or manufacturing or experience other failures, Energy Vault may be compelled to undertake corrective actions, which could adversely affect its business, prospects, operating results, reputation and financial condition.

Energy Vault’s systems’ performance may not meet its customers’ expectations or needs.

Energy Vault’s systems involve a lengthy sales and installation cycle, and if it fails to close sales on a regular and timely basis it could harm its business. Moreover, the long sales cycles for Energy Vault’s products may cause it to incur significant expenses without offsetting revenues.

The failure or inability of Energy Vault’s suppliers to deliver necessary components or raw materials for construction of its systems in a timely manner could cause installation delays, cancellations, penalty payments and damage to its reputation.

Concentration of ownership among the Combined Company’s executive officers, directors and their affiliates may prevent new investors from influencing significant corporate decisions.

Novus’s executive officers, directors, other Founders have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed.

Legal proceedings in connection with the Business Combination, the outcomes of which are uncertain, could delay or prevent the completion of the Business Combination.
 
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A significant portion of Novus’s total outstanding shares are restricted from immediate resale but may be sold into the market in the near future. This could cause the market price of Novus Common Stock to drop significantly, even if our business is doing well.

Novus’s stockholders will have a reduced ownership and voting interests after the Business Combination and will exercise less influence over management.
 
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SELECTED HISTORICAL CONSOLIDATED FINANCIAL INFORMATION OF ENERGY VAULT
The selected historical consolidated statements of operations data of Energy Vault for the years ended December 31, 2020 and 2019 and the historical consolidated balance sheet data as of December 31, 2020 and 2019 are derived from Energy Vault’s audited consolidated financial statements included elsewhere in this proxy statement/prospectus. The selected historical condensed consolidated statements of operations data of Energy Vault for the nine months ended September 30, 2021 and 2020 and the condensed consolidated balance sheet data as of September 30, 2021 are derived from Energy Vault’s unaudited interim condensed consolidated financial statements included elsewhere in this proxy statement/prospectus.
The information below is only a summary and should be read in conjunction with the sections entitled “Energy Vault’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements of Energy Vault, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.
Consolidated Statement of Operations Data:
For the
Nine Months Ended
September 30, 2021
For the
Nine Months Ended
September 30, 2020
For the
Year Ended
December 31, 2020
For the
Year Ended
December 31, 2019
Total revenue
$ $ $ $
Total operating expenses
16,716,941 9,568,179 14,505,432 10,012,658
Net loss
(18,589,282) (13,627,831) (24,171,001) (10,141,447)
Net loss per share attributable to
common stockholders – Basic and
diluted
(10.41) (10.62) (18.06) (10.92)
As of
September 30, 2021
As of
December 31, 2020
As of
December 31, 2019
Consolidated Balance Sheet Data:
Total assets
$ 132,083,310 $ 30,382,816 $ 38,687,990
Total liabilities
6,282,827 7,967,707 6,203,619
Convertible Preferred stock
182,856,927 62,041,682 46,533,769
Total shareholders’ deficit
(57,056,444) (39,626,573) (14,049,398)
 
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SELECTED HISTORICAL FINANCIAL INFORMATION OF NOVUS
The selected historical statements of operations data of Novus for the period from September 29, 2020 (inception) to December 31, 2020 and the historical balance sheet data as of December 31, 2020 are derived from Novus’s audited financial statements included elsewhere in this proxy statement/prospectus. The selected historical condensed statements of operations data of Novus for the nine months ended September 30, 2021 and for the period from September 29, 2020 (inception) through September 30, 2020 and the condensed balance sheet data as of September 30, 2021 are derived from Novus’s unaudited interim condensed financial statements included elsewhere in this proxy statement/prospectus.
Novus’s historical results are not necessarily indicative of the results that may be expected in the future and Novus’s results for the nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the full year ending December 31, 2021 or any other period. The information below is only a summary and should be read in conjunction with the sections entitled “Novus Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Novus’s financial statements, and the notes and schedules related thereto, which are included elsewhere in this proxy statement/prospectus.
Statement of Operations Data:
For the
Nine Months Ended
September 30, 2021
For the period from
September 29, 2020
(inception) through
December 31, 2020
Total operating expenses
$ $
Net loss
(568,873) (1,104)
Basic and diluted net loss per share, Class A common stock
(0.02)
Basic and diluted net loss per share, Class B common stock
(0.02) (0.00)
As of
September 30, 2021
As of
December 31, 2020
Balance Sheet Data:
Total assets
$ 288,535,639 $ 209,896
Total liabilities
16,385,685 186,000
Total redeemable ordinary shares
287,500,000
Total shareholders’ equity
(15,350,046) 23,896
 
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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial information (the “Summary Pro Forma Information”) gives effect to the transaction contemplated by the Business Combination Agreement. The transaction will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Novus will be treated as the “acquired” company for financial reporting purposes. Accordingly, the transaction will be reflected as the equivalent of Energy Vault issuing stock for the net assets of Novus, accompanied by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Business Combination will be those of Energy Vault. The summary unaudited pro forma condensed combined balance sheet data as of September 30, 2021 gives effect to the Business Combination, as if, it had occurred on September 30, 2021. The summary unaudited pro forma condensed combined statements of operations data for the nine months ended September 30, 2021 and year ended December 31, 2020 give effect to the Business Combination, as if it had occurred on January 1, 2020.
The Summary Pro Forma Information has been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information of the Combined Company appearing elsewhere in this proxy statement/prospectus and the accompanying notes to the unaudited pro forma condensed combined financial information. The unaudited pro forma condensed combined financial information is based upon, and should be read in conjunction with, the historical financial statements and related notes of Novus and Energy Vault for the applicable periods included in this proxy statement/prospectus. The Summary Pro Forma Information has been presented for informational purposes only and is not necessarily indicative of what the Combined Company’s financial position or results of operations actually would have been had the Business Combination been completed as of the dates indicated. In addition, the Summary Pro Forma Information does not purport to project the future financial position or operating results of the Combined Company.
The unaudited pro forma condensed combined financial information has been prepared using the assumptions below with respect to the potential redemption into cash of Novus’s common stock:

Assuming No Redemptions:   This presentation assumes that no public stockholders of Novus exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

Assuming Maximum Redemptions:   This presentation assumes that stockholders holding 26,838,263 Public Shares will exercise their redemption rights for their pro rata share ($10.00 per share) of the funds in the Trust Account. Redemption payments of $268.4 million will result in forfeiture of 3,234,375 Founder shares. The Business Combination Agreement provides that consummating the Proposed Transaction is conditioned on Novus having a minimum of $170 million of cash on hand (which is inclusive of $150,000,050 from the PIPE) whether in or outside the Trust Account after giving effect to Novus’s share redemptions and forfeiture of specified percentage of Founder shares if redemptions of cash from the Trust Account held by the Trustee is in excess of $25,000,000
Pro Forma Combined
(Assuming No
Redemptions)
Pro Forma Combined
(Assuming Maximum
Redemptions)
Summary Unaudited Pro Forma Condensed Combined
Statement of Operations Data:
Nine Months Ended September 30, 2021
Revenue
$ $
Net loss per share – basic and diluted
$ (0.13) $ (0.16)
Weighted-average Common shares outstanding – basic and
diluted
155,167,600
125,094,962
Summary Unaudited Pro Forma Condensed Combined
Statement of Operations Data
Year Ended December 31, 2020
 
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Pro Forma Combined
(Assuming No
Redemptions)
Pro Forma Combined
(Assuming Maximum
Redemptions)
Revenue
$ $
Net loss per share – basic and diluted
$ (0.21) $ (0.26)
Weighted-average Common shares outstanding – basic and
diluted
155,167,600
125,094,962
Summary Unaudited Pro Forma Condensed Combined
Balance Sheet Data as of September 30, 2021
Total assets
$ 521,138,690 $ 252,746,334
Total liabilities
$ 22,411,993 $ 22,411,993
Total stockholders equity
$ 498,726,697 $ 230,334,341
 
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COMPARATIVE SHARE INFORMATION
The following table sets forth summary historical comparative share information for Novus and Energy Vault and unaudited pro forma condensed combined per share information after giving effect to the Business Combination assuming two redemption scenarios as follows:
The pro forma book value information reflects the Transaction as if it had occurred on September 30, 2021. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2020.
This information is only a summary and should be read together with the summary historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Novus and Energy Vault and related notes. The unaudited pro forma combined per share information of Novus and Energy Vault is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.
The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of the Novus and Energy Vault would have been had the companies been combined during the periods presented.

Assuming No Redemptions:   This presentation assumes that no public stockholders of Novus exercise redemption rights with respect to their Public Shares for a pro rata share of the funds in the Trust Account.

Assuming Maximum Redemptions:   This presentation assumes that stockholders holding 26,838,263 Public Shares will exercise their redemption rights for their pro rata share ($10.00 per share) of the funds in the Trust Account. Redemption payments of $268.4 million will result in forfeiture of 3,234,375 Founder shares. The Business Combination Agreement provides that consummating the Proposed Transaction is conditioned on Novus having a minimum of $170 million of cash on hand (which is inclusive of $150,000,050 from the PIPE) whether in or outside the Trust Account after giving effect to Novus’s share redemptions and forfeiture of specified percentage of Founder shares if redemptions of cash from the Trust Account held by the Trustee is in excess of $25,000,000
Combined Pro Forma
Energy Vault Equivalent Per
Share Pro Forma(4)
Energy Vault
(Historical)
Novus
(Historical)
Assuming
No Redemptions
Assuming
Maximum
Redemptions
Assuming
No Redemptions
Assuming
Maximum
Redemptions
Nine months ended September 30, 2021(1)
Book Value per
share(2)
$ (18.78) $ (0.43) $ 3.21 $ 1.84 $ 22.28 $ 12.77
Shares outstanding of common stock
3,038,093
Shares outstanding of Class A stock
28,750,000
Shares outstanding of Class B stock
7,187,500
Weighted average shares
outstanding of
common stock- basic
and diluted
1,785,436
 
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Combined Pro Forma
Energy Vault Equivalent Per
Share Pro Forma(4)
Energy Vault
(Historical)
Novus
(Historical)
Assuming
No Redemptions
Assuming
Maximum
Redemptions
Assuming
No Redemptions
Assuming
Maximum
Redemptions
Proforma weighted
averages shares
outstanding of
common stock – basic
and diluted(3)
155,167,600 125,094,962
Net loss per share of
common stock – basic
and diluted
$ (10.41) $ (0.13) $ (0.16) $ (0.89) $ (1.10)
Weighted average shares
outstanding of
Class A stock – basic
and diluted
24,642,857
Net loss per share of Class A stock – basic and diluted
$ (0.02)
Weighted average shares
outstanding of Class B
stock – basic and
diluted
7,053,571
Net loss per share of Class B stock – basic and diluted
$ (0.02)
As of and for the Year ended December 31, 2020
Weighted average shares
outstanding of
common stock- basic
and diluted
1,338,666
Proforma weighted
averages shares
outstanding of
common stock – basic
and diluted(3)
155,167,600 125,094,962
Net loss per share of
common stock – basic
and diluted
$ (18.06) $ (0.21) $ (0.26) $ (1.47) $ (1.83)
Weighted average shares
outstanding of
Class A stock – basic
and diluted
Net loss per share of Class A stock – basic and diluted
Weighted average shares
outstanding of Class B
stock – basic and
diluted
6,250,000
 
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Combined Pro Forma
Energy Vault Equivalent Per
Share Pro Forma(4)
Energy Vault
(Historical)
Novus
(Historical)
Assuming
No Redemptions
Assuming
Maximum
Redemptions
Assuming
No Redemptions
Assuming
Maximum
Redemptions
Net loss per share of Class B stock – basic and diluted
(0.00)
(1)
No cash dividends were declared during the periods presented.
(2)
Book value per share for Energy Vault is computed based on total stockholder’s deficit divided by actual shares of common stock outstanding.
(3)
Weighted average outstanding shares of common stock assume oustanding preferred shares of Energy Vault have been converted to common stock.
(4)
The equivalent pro forma basic and diluted per share data for Energy Vault is calculated by multiplying the combined pro forma per share data by the 6.7892 exchange ratio.
 
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our, our management team’s, Energy Vault’s and Energy Vault’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/prospectus may include, for example, statements about:

our ability to consummate the Business Combination;

the expected benefits of the Business Combination;

the Combined Company’s financial and business performance following the Business Combination, including financial projections and business metrics;

changes in Energy Vault’s strategy, expansion plans, customer opportunities, future operations, future financial position, estimated revenues and losses, projected costs, prospects and plans;

the implementation, market acceptance and success of Energy Vault’s business model and growth strategy;

Energy Vault’s customer pipeline;

Energy Vault’s ability to develop and maintain its brand and reputation;

the addressable market for Energy Vault’s products and services, including the EVx and EVRC systems and our software;

developments and projections relating to Energy Vault’s competitors and industry;

the impact of health epidemics, including the COVID-19 pandemic, on Energy Vault’s business and the actions Energy Vault may take in response thereto;

Energy Vault’s expectations regarding its ability to obtain and maintain intellectual property protection and not infringe on the rights of others;

expectations regarding the time during which we will be an emerging growth company under the JOBS Act;

Energy Vault’s future capital requirements and sources and uses of cash;

Energy Vault’s ability to obtain funding for its operations and future growth; and

Energy Vault’s business, expansion plans and opportunities.
These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

the occurrence of any event, change or other circumstances that could delay the Business Combination or give rise to the termination of the Business Combination Agreement;
 
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the outcome of any legal proceedings that may be instituted against Novus following announcement of the proposed Business Combination and transactions contemplated thereby;

the inability to complete the Business Combination due to the failure to obtain approval of the stockholders of Novus or to satisfy other conditions to the Closing in the Business Combination Agreement;

risks relating to the consummation of the PIPE;

the amount of redemption requests made by Novus Stockholders;

the ability to obtain or maintain the listing of Novus Common Stock on the NYSE following the Business Combination;

the risk that the proposed Business Combination disrupts current plans and operations of Energy Vault as a result of the announcement and consummation of the transactions described herein;

risks relating to the uncertainty of the projected financial information with respect to Energy Vault;

risks relating to the anticipated growth rates and market opportunities of Energy Vault;

risks related to the rollout of Energy Vault’s business and the timing of expected business milestones;

risks relating to changes in the demand for renewable energy and associated energy storage systems, both in the United States and internationally;

the implementation, market acceptance and success of Energy Vault’s solutions, including the EVx and EVRC systems and any digital platform we may develop, and its technologies;

Energy Vault’s ability to maintain and develop relationships with third-party partners;

Energy Vault’s ability to identify and complete sales with customers, including entering into sales agreements;

developments relating to the renewable energy and energy storage industry, including impacts arising from fuel prices and hydrocarbon fuel sources, which may make renewable energy less competitive in pricing;

Energy Vault’s expectations regarding its ability to obtain, maintain and enforce its intellectual property and its ability not to infringe on the intellectual property rights of others;

Energy Vault’s ability to comply with extensive, complex and evolving regulatory requirements applicable to the renewable energy and energy storage industry and environmental related risks with respect to any hazardous waste used in its custom-made composite block or “mobile masses”;

Energy Vault’s ability to obtain and maintain governmental permits and approvals, including those needed for construction at any future project that Energy Vault may obtain;

our ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition and the ability of Energy Vault to grow and manage growth profitably following the Business Combination;

costs related to the Business Combination;

changes in applicable laws or regulations;

the effect of the COVID-19 pandemic and the measures taken in response thereto on Energy Vault’s business and the economy in general;

the ability of Energy Vault to execute its business model, including market acceptance of its systems and related services;

the Combined Company’s ability to raise capital;

the possibility that Novus or Energy Vault may be adversely affected by other economic, business, and/or competitive factors;

any changes to U.S. tax laws; and
 
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other risks and uncertainties described in this proxy statement/prospectus, including those under the section titled “Risk Factors.”
In addition, statements that “Energy Vault believes” or “Novus believes” and similar statements reflect Energy Vault’s or Novus’s beliefs and opinions on the relevant subject. These statements are based upon information available to Energy Vault or Novus, as the case may be, as of the date of this prospectus/proxy statement, and while Energy Vault or Novus, as the case may be, believes such information forms a reasonable basis for such statements, such information may be limited or incomplete, and such statements should not be read to indicate that such party has conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
 
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RISK FACTORS
The Combined Company will face a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this proxy statement/prospectus, you should carefully consider the material risks described below before deciding how to vote your shares of stock. In addition, you should read and consider the risks associated with the business of Novus because these risks may also affect the Combined Company. You should also read and consider the other information in this proxy statement/prospectus.
Risks Related to Energy Vault
Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to “Energy Vault,” “we,” “us” or “our” refers to Energy Vault prior to the Business Combination and the Combined Company and its subsidiaries following the Business Combination.
Risks Related to Energy Vault’s Business and Industry
We are an early stage company with a history of losses, and expect to incur significant expenses and continuing losses for the foreseeable future, and we may not be able to achieve profitability in the future.
Since our inception in October 2017, we have incurred significant net losses and have used significant cash in our business. As of December 31, 2020, we had an accumulated deficit of $37.6 million, and net losses of $24.2 million for the year ended December 31, 2020 and $18.6 million for the nine months ended September 30, 2021. We expect to continue to expand our operations, including by investing in manufacturing, sales and marketing, research and development and infrastructure to support our growth. We anticipate that we will incur net losses for the foreseeable future and, even if we begin to record revenue, there is no guarantee that we will become profitable. Our ability to achieve profitability in the future will depend on a number of factors, including:

successfully implementing our products on a commercial scale;

achieving meaningful sales volume;

the successful and timely development of a digital platform by our Energy Vault Solutions division;

attracting customers;

expanding into geographical markets;

our future customers’ ability to attract and retain financing partners who are willing to provide financing for sales on a timely basis and with attractive terms;

continuing to improve the expected useful life of our gravity-based energy storage technology and reducing our warranty servicing costs;

the cost of producing our EVx systems, including our mobile masses;

ability to execute on our strategy to reduce costs, in the amount and on the timing projected;

adding waste material, such as coal ash and wind turbine blades, in the production of mobile masses;

improving the efficiency and predictability of our construction processes;

entering into agreements with suppliers and service providers for the maintenance of our systems and other strategic relationships;

improving the effectiveness of our sales and marketing activities and any independent sales representatives that we may engage;

attracting and retaining key talent in a competitive marketplace;

the amount of stock-based compensation that Energy Vault recognizes in a given period;

identifying new opportunities for other business to integrate our product into their operations;
 
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fluctuations in the costs of steel and raw materials;

legal and commercial acceptance of the incorporation of waste material (including, but not limited to, coal ash) into our mobile masses; and

delays associated with obtaining construction permits and potential regulatory review.
Even if we do achieve profitability, we may be unable to sustain or increase our profitability in the future.
Our limited operating history and our rapidly evolving industry make it difficult to evaluate our business, the risks and challenges we may face and future prospects.
From our inception in October 2017 to the present, we have focused principally on developing and proving our fundamental gravity energy storage technology, formulating and implementing the EV1 design, and only recently designed the new EVx and EVRC platforms, which are the systems we are seeking to commercialize. As a result, we have a limited history operating our business, and therefore a limited history upon which you can base an investment decision. We have built only one EV1 system, which serves as a commercial demonstration unit, and we have not deployed any other systems as of the date of this prospectus/proxy statement. Further, we have not yet finalized the design of our EVx system or our EVRC platform.
Our EVx systems and our EVRC platform are new types of products in the rapidly evolving energy storage industry. In light of the fact that the entire energy sector is undergoing a major transition, from thermal generation to renewable energy generation, predicting our future revenue depends on the evolution of the market itself and market acceptance of our technology and systems. Moreover, budgeting for our expenses presents some uncertainty because of the unpredictability of the prices of raw materials and other trends that may emerge and affect our business. If actual results differ from our estimates or we adjust our estimates in future periods, our operating results and financial position could be materially and adversely affected. You should consider our prospects in light of the risks and uncertainties emerging companies encounter when introducing new products into a nascent industry.
The engineering of our systems is in continuous refinement to improve system cost and efficiency. There is no guarantee that we will be successful in implementing all improvements under the expected schedule.
Our business depends on our ability to succeed in implementing our EVx systems and EVRC platform and introduce innovative and competitive energy storage technologies. As of the date of this proxy statement/prospectus, we have not deployed a fully operational EVx system or EVRC platform. As our EVx systems are highly complex, this process is costly and time-consuming. Further, we have not yet finalized the design of our EVx system or our EVRC platform. The date of the first EVx deployment may be delayed, and we may incur more costs than we expect. In addition, the processes by which we engineer and manufacture mobile masses are still developing rapidly as we explore new processes and different techniques. Our business, reputation, results of operations and financial condition may be materially adversely affected if we do not successfully implement our systems or to the extent that such implementation occurs later or costs more than we expect. Examples of costs that we cannot control include the costs of electronics due to global allocation shortages or costs associated with construction delays.
Our ability to use net operating loss (“NOL”) carryforwards and other tax attributes may be limited in connection with the proposed Business Combination and other ownership changes.
As stated above, we have incurred significant net losses during our history and our ability to become profitable in the near future is uncertain. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire (if at all). As of December 31, 2020, we had approximately $7.5 million, $10.2 million and $16.0 million of federal, state and foreign net operating loss carryforwards (“NOLs”) and $0.09 million and $0.05 million federal and state research and development tax credits.
Federal NOLs incurred in tax years beginning after December 31, 2017 and before January 1, 2021 may be carried back to each of the five tax years preceding such loss, and NOLs arising in tax years beginning after December 31, 2020 may not be carried back. Moreover, federal NOLs generated in taxable years
 
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ending after December 31, 2017, may be carried forward indefinitely, but the deductibility of such federal NOLs may be limited to 80% of our taxable income annually for tax years beginning after December 31, 2020. Our NOL carryforwards are subject to review and possible adjustment by the Internal Revenue Service (the “IRS”), and state tax authorities. In addition, in general, under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its pre-change NOLs or tax credits to offset future taxable income or taxes. For these purposes, an ownership change generally occurs where the aggregate stock ownership of one or more stockholders or groups of stockholders who own at least 5% of a corporation’s stock increases their ownership by more than 50 percentage points over their lowest ownership percentage within a specified testing period. Our existing NOLs or credits may be subject to limitations arising from previous ownership changes, and if we undergo an ownership change in connection with, or undergo an ownership change following, the proposed Business Combination, our ability to utilize NOLs or credits could be further limited by Sections 382 and 383 of the Code. In addition, future changes in our stock ownership, many of which are outside of our control, could result in an ownership change under Sections 382 and 383 of the Code. Our NOLs or credits may also be impaired under state law. Accordingly, we may not be able to utilize a material portion of our NOLs or credits. If we determine that an ownership change has occurred and our ability to use our historical NOLs or credits is materially limited, it would harm our future operating results by effectively increasing our future tax obligations. Section 382 and 383 of the Code would apply to all net operating loss and tax credit carryforwards, whether the carryforward period is indefinite or not. If we earn taxable income, such limitations could result in increased future tax liability to us and our future cash flows could be adversely affected.
Our systems are based on established principles that are deployed in a novel way to create new technologies to store energy and potential customers may be hesitant to make a significant investment in our technology or abandon the technology they are currently using.
The design of our EVx systems and EVRC platform are based on established principles that are deployed in a novel way and will compete with alternative energy storage products based on other technologies, like lithium-ion battery technology. We believe that the continued growth and acceptance of energy storage generally will depend significantly on continued investment by the public and private sectors in the renewable energy industry, the regulatory environment towards carbon intensive power generation and the speed of transition towards electric mobility.
The adoption of renewable energy may not proceed as quickly as (or at the levels that) we expect and may be influenced by changes in regulatory environments, including incentives, fuel prices, public policy concerns and other factors beyond our control. Additionally, potential customers who previously invested in alternatives to our gravity based energy storage solution may not deem a transition to our existing or future gravity based energy storage solutions to be cost-effective. Moreover, given the limited history of our gravity based energy storage technology, potential customers may be hesitant to make a significant investment in our products. Our business, results of operations, financial condition and prospects could be adversely affected to the extent that customers, for any reason, do not adopt our systems or migrate to our systems from another energy storage technology.
Our systems include complex software and technology systems and do not have a meaningful history of operation, and there can be no assurance such systems and technology will perform as expected or that software, engineering or other technical defects will not be discovered until after a system is installed and operated by a customer. If our EVx systems contain manufacturing or construction defects, our business and financial results could be harmed. In addition, the development and updating of these systems will require us to incur potentially significant costs and expenses.
To date, we have only built the CDU but have not yet deployed any EVx system or an EVRC, and these systems do not have any history of commercial operation. Once commercial production commences or our systems are installed and put into use by customers, our EVx systems, or any of our other products, may contain defects in design, manufacture or construction that may cause them not to perform as expected or may require repair. Because there is as of yet no prototype for our EVx systems or EVRCs and such systems are still under development, we currently have no frame of reference by which to evaluate the performance of our EVx systems and EVRCs upon which our business prospects depend. For example, our EVx systems
 
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and any EVRC will use a substantial amount of software to operate which may require modification and updates over the life of such systems. Software products are inherently complex and often contain defects and errors when first introduced. Additionally, it is difficult for us to evaluate the manufacture and construction of our EVx systems or an EVRC until there are working examples that have been manufactured, constructed and used by us and/or our customers.
There can be no assurance that we will be able to detect and fix any defects in the hardware or software of our EVx systems or EVRCs, and such defects may not become apparent until a system is installed and operated by a customer. Our EVx systems and EVRCs may not perform consistent with customers’ expectations or consistent with other energy storage systems which may become available. Any product defects or any other failure of our EVx systems to perform as expected could harm our reputation and result in negative publicity, lost revenue, delivery delays, product liability claims and significant warranty and other expenses, and could have a material adverse impact on our business, financial condition, operating results and prospects.
In addition, further development and updating of our EVx systems and EVRC platform will require us to incur potentially significant costs and expenses.
The performance and availability of our products, services and systems may be affected by factors outside of our control, which could result in harm to our business and financial results.
The performance and availability of our products, services and systems may be affected by factors outside of our control, such as inclement weather and natural disasters, failures in the power grid, acts of vandalism, shortages in skilled and qualified technical and construction personnel, shortages in raw materials or spare parts, fluctuations in commodities prices, bad performance or poor quality of equipment and/or infrastructure purchased from our suppliers and unforeseeable incidents or mistakes in the construction, commissioning or testing of prototype sites under the control of Energy Vault. The severity of such factors and frequency at which they occur are also outside our control. If such factors occur and affect the performance of our systems, our business and financial results could be harmed.
If any of our products are or are alleged to be defective in design or manufacturing or experience other failures, we may be compelled to undertake corrective actions, which could adversely affect our business, prospects, operating results, reputation and financial condition.
Once an EVRC or EVx system is delivered to a customer, some of the delivered product components may contain defects in design or manufacture that may cause them not to perform as expected or that may require repair and design changes. The EVRC and our EVx systems are complex and incorporate technology and components that may contain defects and errors, particularly when first introduced. We have a limited frame of reference from which to evaluate the long-term performance of our EVx systems and EVRCs in light of the fact that there is still no prototype for them. There can be no assurance that we will be able to detect and fix any defects in an EVRC or our EVx systems prior to the sale to potential consumers. If a mobile mass falls from an EVx system or an EVRC or our systems otherwise fail to perform as expected, customers may delay or cancel deliveries, generate negative publicity about us, terminate further orders or pursue warranty or other claims against us, each of which could adversely affect our sales and reputation and could adversely affect our business, prospects, and results of operations.
Our systems’ performance may not meet our customers’ expectations or needs.
The systems will be subject to various operating risks that may cause them to generate less value for our customers than expected. These risks include a failure or wearing out of our equipment or the equipment that our equipment connects into, an inability to find suitable replacement equipment or parts, or disruption in our distribution systems. Any extended interruption or failure of our customer’s projects, including systems we operate under the Storage Service Customer program, for any reason to generate the expected amount of output could adversely affect our business, financial condition and results of operations. In addition, our customers’ willingness to acquire additional systems or services from us may be impacted in the future if any of our systems incur operational issues that indicate expected future cash flows from the system are less than the carrying value. Any such outcome could adversely affect our operating results or ability to attract new customers.
 
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If our estimates of the useful life for our energy storage systems are inaccurate or we do not meet service and warranties and performance guarantees, our business and financial results could be adversely affected.
We expect to provide warranties and performance guarantees of our systems. To date, we have only deployed our CDU, and we have not deployed any EVx system or an EVRC, and our estimates about product performance and life may prove to be incorrect. Failure to meet these warranties and performance guarantee levels may require the purchase price to be adjusted downward based on agreed-upon performance targets, or require us to make cash payments to the customer based on actual performance, as compared to expected performance.
Further, the occurrence of any defects, errors, disruptions in service, or other performance problems, interruptions, or delays with our systems, whether in connection with day-to-day operations or otherwise, could result in:

loss of customers;

loss or delayed market acceptance and sales of our hardware and software-enabled services;

delays in payment to us by customers;

injury to our reputation and brand;

legal claims, including warranty and service level agreement claims, against us; or

diversion of our resources, including through increased service and warranty expenses or financial concessions, and increased insurance costs.
The costs incurred in correcting any material defects or errors in our hardware and software or other performance problems may be substantial and could adversely affect our business, financial condition and results of operations.
Through Energy Vault Solutions, we intend to continue exploring, the potential for offering, as a standalone product, a digital platform that could help energy storage businesses make decisions on when to charge their systems and when to sell their power. We are in the early stages of developing such a digital platform, and there is no assurance that a market for such a digital platform exists or that it would be as beneficial to us as we expect.
Through Energy Vault Solutions, we are in the early stages of exploring the potential for offering, as a standalone product, a digital platform that could help energy storage businesses make decisions on when to charge their systems and when to sell their power. We have begun developing this platform and we intend to continue this exploration. Even after we spend time and resources to develop such a digital platform and to explore the market potential for such a digital platform, there is no assurance that we will develop a product that can be sold on terms that are commercially acceptable to us. Moreover, even if we develop the digital platform and enter into sales agreements for it, these agreements may not be as beneficial to us as we expected at the time of entering into the underlying agreement. Any of the foregoing may adversely affect our business, financial condition, results or operations and prospects.
We intend to explore alternative, co-active use case opportunities for our systems, but there is no assurance that such opportunities exist or that they would be as beneficial to us as we expect.
We intend to explore alternative, co-active use case opportunities for our EVx systems. For example, we intend to explore opportunities in energy-intensive industries such as vertical farming, data centers, crypto mining, direct air carbon capture where our systems may be able to benefit from existing infrastructure, including physical enclosures and electrical systems, that are built into the designs for our EVx and EVRC systems. Even after we spend time and resources exploring such opportunities, there is no assurance that they exist on terms that are commercially acceptable to us. Moreover, even if we enter into agreements to make use of such opportunities, such opportunities may not be as beneficial to us as we expected at the time of entering into the underlying agreement. Any of the foregoing may adversely affect our business, financial condition, results or operations and prospects.
 
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Insufficient warranty reserves to cover future warranty claims could adversely affect our business, prospects, financial condition and operating results.
Once our EVx systems and EVRCs are in production, we will need to maintain warranty reserves to cover warranty-related claims. If the warranty reserves are inadequate to cover future warranty claims on our EVx systems or our EVRCs or any digital platform that we may develop, our business, prospects, financial condition and operating results could be materially adversely affected. We may become subject to significant and unexpected warranty expenses. There can be no assurances that then-existing warranty reserves will be sufficient to cover all claims.
The implementation of our business plan and strategy may require additional capital. If we are then unable to achieve sufficient sales to generate that capital or otherwise raise capital, it may create substantial doubt about our ability to pursue our business objectives and achieve profitability or to continue as a going concern. If adequate capital is not available to us, including due to the cost and availability of funding in the capital markets, our business, operating results and financial condition may be harmed.
The development, design, manufacture and sale of our energy storage systems is a capital-intensive business. As a result, we can be expected to continue to incur substantial operating expenses without generating sufficient revenues to cover expenditures. Over time, we may need to raise additional funds, including through entry into new joint venture arrangements, through the issuance of equity, equity-linked or debt securities or through obtaining credit from financial institutions to fund, together with our principal sources of liquidity, ongoing costs such as research and development relating to our products and technologies, the construction and tooling of prototypes, the implementation of our systems for our future customers, any significant unplanned or accelerated expenses, and new strategic investments. We cannot be certain that additional capital will be available on attractive terms, if at all, when needed, which could be dilutive to stockholders, and our financial condition, results of operations, business and prospects could be materially and adversely affected.
In addition, if adequate capital is not available to us, it may create substantial doubt among third parties, including suppliers and potential customers, about our ability to pursue our objectives, to achieve profitability or to continue as a going concern. Such doubt could adversely impact our business, reputation and prospects.
Our energy storage systems involve a lengthy sales and installation cycle, and if we fail to close sales on a regular and timely basis it could harm our business. Moreover, the long sales cycles for our energy storage systems may cause us to incur significant expenses without offsetting revenues
Although we have not yet completed any full cycle from sale to installation of our energy storage systems, we expect them to be lengthy. In order to make a sale, we must typically provide a significant level of education to prospective customers regarding the use and benefits of our product and our technology. The period between initial discussions with a potential customer and the sale of even a single product typically depends on a number of factors, including the potential customer’s attitude towards innovative products, their budget and decision as to the type of financing it chooses to use, as well as the arrangement of such financing. Prospective customers often undertake a significant evaluation process, which may further extend the sales cycle. Once a customer makes a formal decision to purchase our product, the fulfillment of the sales order by us requires a substantial amount of time. Currently, we believe the time between the entry into a sales contract with a customer and the installation of our EVx systems or an EVRC could range from 18 to 36 months or more. This lengthy sales and installation cycle is subject to a number of significant risks over which we have little or no control. Because of both the long sales and installation cycles, we may expend significant resources without having certainty of generating a sale.
These lengthy sales and installation cycles increase the risk that our customers fail to satisfy their payment obligations or cancel orders before the completion of the transaction or delay the planned date for installation. Generally, a customer can cancel an order prior to installation, and, notwithstanding the fact that a customer’s termination for convenience will obligate the customer to pay us certain fees, we may be unable to recover some of our costs in connection with design, permitting, installation and site preparations incurred prior to cancellation. Cancellation rates in our industry could increase in any given period, due to factors outside of our control including an inability to install an EVx system at the customer’s chosen location
 
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because of permitting or other regulatory issues, unanticipated changes in the cost or availability of alternative sources of electricity available to the customer, or other reasons unique to each customer. Our operating expenses are based on anticipated sales levels, and certain of our expenses are fixed. If we are unsuccessful in closing sales after expending significant resources or if we experience delays or cancellations, our business could be materially and adversely affected.
Moreover, our customers typically expend significant effort in evaluating, testing and qualifying our products before making a decision to purchase them, resulting in a lengthy initial sales cycle. While our customers are evaluating our products we have incurred, and expect to continue to incur, substantial sales, marketing and research and development expenses to customize our products to the customer’s needs. During an initial sales cycle, we may also expend significant management efforts and order long-lead-time components or materials. Even after this evaluation process, a potential customer may not purchase our products. As a result, these long sales cycles may cause us to incur significant expenses without ever receiving revenue to offset those expenses.
Because of the long sales cycles and the expected limited number of customers for our energy storage systems, our operating results will likely fluctuate significantly from quarter to quarter.
We expect that long sales cycles and the expected limited number of customers for our energy storage systems is likely to cause fluctuations in our operating results from quarter to quarter. In light of the standards under which we expect to recognize revenue, small fluctuations in the timing of the completion of our sales transactions could also cause operating results to vary materially from period to period. In addition, our financial condition and results of operations may fluctuate in the future due to a variety of factors, many of which are beyond our control. For example, the amount of revenue we recognize in a given period is expected to be materially dependent on the volume and scale of purchases of our EVx systems and our customers’ preferences for choosing to purchase the system or purchase the energy storage and dispatch of electricity from systems we build and in which we retain an ownership interest.
In addition to the other risks described herein, the following factors could also cause our financial condition and results of operations to fluctuate on a quarterly basis:

fluctuations in costs associated with the first group of EVx systems that we deploy;

the timing of customer installations of our EVx systems, which may depend on many factors such as availability of inventory, product quality or performance issues, or local permitting requirements, utility requirements, environmental, health and safety requirements, weather and customer facility construction schedules, availability and schedule of our third-party general contractors;

size of particular customer installations and number of sites involved in any particular quarter;

delays or cancellations of purchases and installations;

fluctuations in our service costs;

weaker than anticipated demand for our energy storage systems due to changes in government regulation, incentives and policies;

interruptions in our supply chain;

the timing and level of additional purchases by existing customers;

unanticipated expenses incurred due to changes in governmental regulations, permitting requirements by local authorities at particular sites, utility requirements and environmental, health and safety requirements;

disruptions in our sales, production, service or other business activities resulting from our inability to attract and retain qualified personnel;

shortage of raw materials from our suppliers and associated price increases due to fluctuations in commodities prices; and

availability of spare parts from our suppliers.
 
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In addition, our revenue, key operating metrics and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of our common stock.
There is no assurance that we will be able to execute on our business model, including achieving market acceptance of our planned products or identifying potential customers.
Investors should be aware of the difficulties normally encountered by a new enterprise, many of which are beyond our control, including substantial risks and expenses in the course of establishing or entering new markets, developing and commercializing new products and technologies, organizing operations and undertaking marketing activities. The likelihood of our success must be considered in light of these risks, expenses, complications, delays and the competitive environment in which we operate. There is, therefore, nothing at this time upon which to base an assumption that our business plan will prove successful, and we may not be able to generate significant revenue, raise additional capital or operate profitably. We will continue to encounter risks and difficulties frequently experienced by pre-commercial and early commercial stage companies, including scaling up our infrastructure and headcount, and may encounter unforeseen expenses, difficulties or delays in connection with our growth. Any investment in our company is therefore highly speculative and could result in the loss of your entire investment.
The size of our energy storage systems may negatively impact our ability to enter into contracts with customers or obtain government permits and approvals.
Our EVx systems require a considerably larger space for their deployment than comparable systems based on certain technologies such as lithium-ion technology, and this can result in a significant delay in the permitting process. In addition, the size of our EVx systems may represent an impediment for the deployment of our EVx systems in denser areas or areas with restrictions on the height of buildings. And, in light of the size of our systems, we require hard soil or the ability to get to bedrock in order to deploy our systems. These factors may negatively impact our ability to enter into customer contracts or obtain government permits and approvals, each of which may materially affect our business.
Our business is subject to risks associated with construction, cost overruns and delays, including those related to obtaining government permits and approvals, electrical interconnection, and other contingencies that may arise in the course of completing installations.
Our business is subject to risks relating to construction, cost overruns and delays. The installation and operation of our energy storage systems at a particular site is generally subject to oversight and regulation in accordance with national, state and local laws and ordinances relating to building codes, safety, environmental protection, FERC and specific Independent System Operators regulation and related matters, and typically requires obtaining and keeping in good standing various local and other governmental approvals and permits, including environmental approvals and permits, that vary by jurisdiction. In some cases, these approvals and permits require periodic renewal. It is difficult and costly to track the requirements of every individual authority having jurisdiction over energy storage system installations, to design our energy storage systems to comply with these varying standards, which may change over time, and for customers to obtain all applicable approvals and permits. We cannot predict whether or when all permits required for a given customer’s project will be granted or whether the conditions associated with the permits will be achievable. The denial of a permit or utility connection essential to a project or the imposition of impractical conditions would impair our customer’s ability to develop the project. In addition, we cannot predict whether the permitting process will be lengthened due to complexities and appeals. Delay in the review and permitting process for a project can impair or delay our customers’ abilities to develop that project or increase the cost so substantially that the project is no longer attractive to our customers. Furthermore, unforeseen delays in the review and permitting process could delay the timing of the installation of our energy storage systems and could therefore adversely affect the timing of the recognition of revenue related to hardware acceptance by our customer, which could adversely affect our operating results in a particular period. Delays relating to constructions may also bring about cost overruns, which could further adversely affect our business.
In addition, the successful installation of our energy storage systems is dependent upon the availability of and timely connection to the local electric grid. Before beginning construction on an EVx system, we may
 
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be unable to obtain in a timely fashion or at all the required consent and authorization of local utilities to ensure successful interconnection to energy grids to enable the successful discharge of renewable energy to customers. Any delays in our customers’ ability to connect with utilities, delays in the performance of installation-related services or poor performance of installation-related services will have an adverse effect on our results and could cause operating results to vary materially from period to period.
The failure or inability of our suppliers to deliver necessary components or raw materials for construction of our energy storage systems in a timely manner could cause installation delays, cancellations, penalty payments and damage to our reputation.
We rely on a limited number of third-party suppliers for some of the raw materials and components for our EVx systems, including steel, cement, polymers and, in certain cases, coal ash waste and retired wind turbine blades, and other materials that may be of limited supply. If any of our suppliers provide insufficient inventory at the level of quality required or if our suppliers are unable or unwilling to provide us with the contracted quantities (as we have limited or in some case no alternatives for supply), our results of operations could be materially and negatively impacted. If we fail to develop or maintain our relationships with any of our suppliers, or if there is otherwise a shortage or lack of availability of any required raw materials or components, we may be unable to manufacture our EVx systems or EVRCs or such products may be available only at a higher cost or after a long delay. For example, there has recently been a shortage of microchips, which has affected certain manufacturers, and if such shortage continues, our business could be affected as our products incorporate microchips. Such delays could prevent us from delivering our EVx systems or our EVRCs to customers within required time frames and cause order cancellations. These activities are time and capital intensive. Accordingly, the number of suppliers we have for some of our components and materials is limited and, in some cases, sole sourced. We may be unable to obtain comparable components from alternative suppliers without considerable delay, expense, or at all. If our suppliers face difficulties obtaining the credit or capital necessary to expand their operations when needed, they could be unable to supply necessary raw materials and components needed to support our planned sales and services operations, which would negatively impact our sales volumes and cash flows.
Moreover, we have in the past and may in the future experience unanticipated disruptions to operations or other difficulties with our supply chain or internalized supply processes due to exchange rate fluctuations, volatility in regional markets from where materials are obtained, changes in the general macroeconomic outlook, global trade disputes, political instability, expropriation or nationalization of property, public health emergencies such as the COVID-19 pandemic, civil strife, strikes, insurrections, acts of terrorism, acts of war, or natural disasters. The failure by us to obtain raw materials or components in a timely manner or to obtain raw materials or components that meet our quantity and cost requirements could impair our ability to manufacture our products or increase their costs or the associated service costs of under maintenance services agreements, if any are entered into. If we cannot obtain substitute materials or components on a timely basis or on acceptable terms, we could be prevented from delivering our EVx systems to customers within required time frames, which could result in sales and installation delays, cancellations, penalty payments, or damage to our reputation, any of which could have a material adverse effect on our business and results of operations. In addition, we rely on our suppliers to meet quality standards, and the failure of our suppliers to meet or exceed those quality standards could cause delays in the delivery of our products, cause unanticipated servicing costs, and cause damage to our reputation.
Our future growth is dependent upon the pace and depth of renewable energy adoption and energy storage technologies, which are emerging industries, as well as our competition. If the markets for renewable energy and energy storage do not develop as we expect, or if they develop more slowly than we expect, our business, prospects, financial condition and operating results could be adversely affected.
Our future growth depends upon factors in our industry, including with respect to our competition, the speed at which the market adopts renewable energy, our ability to penetrate such market and the state of energy storage technologies. Because renewable energy and energy storage are emerging industries, they are evolving and characterized by rapidly changing technologies, changing government regulation and industry standards and changing consumer demands and behaviors. If the markets for these do not develop as we expect, including if they develop more slowly than we expect, demand for our EVx systems, our EVRCs or
 
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any digital platform that we may develop, our business, prospects, financial condition and operating results could be adversely affected.
Additionally, the energy storage market is largely driven by installed capacity of renewable electricity generation and increasing demand for renewable sources of power. Since many of these renewable sources of power are intermittent, like wind and solar, the energy produced by them must be stored for use when there is demand. Should government requirements for these intermittent power sources be relaxed or social desires for lower-carbon sources of energy decline, there could be a detrimental impact on one of our primary markets.
Even if renewable energy and energy storage become more widely adopted, our gravity energy storage technology may not achieve widespread market acceptance or may be less cost-effective as compared to competing technologies.
Our business depends on the acceptance of our products, including the EVx systems, in the marketplace. Even if renewable energy and energy storage become more widely adopted than they have been to date, potential customers may choose energy storage products from our competitors that are based on technologies other than gravity energy storage, for example, lithium-ion battery technology. If they do so, it may be difficult to later transition such potential customers to products offered by us. Moreover, the marketplace for renewable energy storage products is rapidly evolving, and competing technologies of which we are currently unaware may emerge in the future. If the gravity energy storage technology that supports our products, including the EVx systems, does not achieve market acceptance then our business and results of operations would be materially adversely affected.
The growth and profitability of our business is dependent upon our technology being more cost-effective than competing energy storage technologies. For example, over the last decade, the cost of battery storage systems, particularly lithium-ion based battery storage systems, has declined significantly. If the cost of competing technologies, including battery storage systems, declines sufficiently, our gravity energy storage technology system may be less cost-effective for potential customers, which would decrease the demand for our products. Such a decrease in demand would materially adversely affect our business, prospects and results of operations.
If we are not able to reduce our cost structure in the future, our ability to become profitable may be impaired.
Over time, we must effectively manage the manufacturing costs for our EVx systems to expand our market. While we have sought, and will continue to seek, to manage our manufacturing and services costs, the cost of components and raw materials, for example, could increase in the future. Any such increases could slow our growth and cause our financial results and operational metrics to suffer. In addition, we may face increases in our other expenses, including increases in wages or other labor costs, as well as installation, marketing, sales or related costs. We may continue to make significant investments to drive growth in the future. To the extent that the price of electricity from the grid is low in certain markets, we will need to continue to reduce our costs to maintain our expected margins in those markets. Increases in any of these costs or our failure to achieve projected cost reductions could adversely affect our results of operations and financial condition and harm our business and prospects. If we are unable to reduce our cost structure sufficiently in the future, we may not be able to achieve profitability, which could have a material adverse effect on our business and prospects.
We have experienced rapid internal growth and expect to invest in our growth for the foreseeable future. If we fail to manage our growth effectively, our business and operating results may suffer.
In recent periods, our internal operations have grown in terms of complexity and the number of our employees, and we intend to continue such investment for the foreseeable future. The growth and expansion of our business has placed and continues to place a strain on management, operations, financial infrastructure and corporate culture. In the event of further growth, our information technology systems and our internal control over financial reporting and procedures may not be adequate to support our operations and may introduce opportunities for data security incidents that may interrupt business operations
 
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and permit bad actors to obtain unauthorized access to business information or misappropriate funds. We may also face risks to the extent such bad actors infiltrate the information technology infrastructure of our contractors.
To manage growth in operations and personnel, we will need to continue to improve our operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect our business and results of operations.
If we are unable to attract and retain key employees and hire qualified management, technical, engineering, and sales personnel, including a highly skilled and diverse management team with experience in the energy storage sectors, our ability to compete and successfully grow our business could be harmed.
We believe that our success and our ability to reach our strategic objectives are highly dependent on the contributions of our key management, technical, engineering and sales personnel. The loss of the services of any of our key employees could disrupt our operations, delay the development and introduction of our products and services, including with respect to our prototype products, and negatively impact our business, prospects and operating results. In particular, we are highly dependent on the services of Robert Piconi, our Chief Executive Officer, Marco Terruzzin, our Chief Product Officer and Andrea Pedretti our Chief Technology Officer. None of our key employees is bound by an employment agreement for any specific term. We cannot assure you that we will be able to successfully attract and retain senior leadership necessary to grow our business. Furthermore, there is increasing competition for talented individuals in our field, and competition for qualified personnel is especially intense in the renewable energy and energy storage industry in the USA and Switzerland, where, collectively, our primary offices are located. Our failure to attract and retain our executive officers and other key technology, sales, marketing and support personnel, could adversely impact our business, prospects, financial condition, and operating results. In addition, we do not have “key person” life insurance policies covering any of our officers or other key employees.
We believe that it is vital to our operating success that we recruit and retain key personnel, including a highly skilled and diverse management team with experience in the renewable energy and energy storage sectors. If we fail to maintain a highly skilled and diverse management team, we may not be able to achieve our strategic objectives, which would negatively impact our business and operating success. In addition, because our industry is still in a nascent stage, there is and will continue to be a scarcity of skilled personnel with experience in our industry. If we lose a member of our management team or key employee, it may prove difficult for us to replace him or her with a similarly qualified individual with experience in the renewable energy and energy storage industry, which could impact our business and operating success.
Our EVx systems have significant upfront costs, and our customers may need to obtain financing to help finance purchases. If our customers are unable to procure third-party financing or if the cost of such financing exceeds our estimates, our business would be adversely affected.
Our EVx systems have significant upfront costs, and certain customers may need, or may prefer to acquire, third-party financing to purchase our systems.
Therefore, our growth, including the deployment of our EVx systems, may to an extent depend on our customers’ ability to attract third-party financing partners. Their ability to attract third-party financing depends on many factors that are outside of our control, including the ability of third parties to utilize tax credits and other government incentives, interest rate and/or currency exchange fluctuations, their perceived creditworthiness and the condition of credit markets generally. We expect that the financing of customer purchases of our EVx systems will be subject to customary conditions such as the customer’s credit quality, and if these conditions are not satisfied, such customers may be unable to finance purchases of our EVx systems, which would have an adverse effect on our revenue in a particular period. To the extent our customers are unable to arrange future financings for any of our current or potential projects, our business would be negatively impacted.
 
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In attempting to attract new customers to support our growth, we intend to refine our customer agreements based on experience. Moreover, new types of product offerings may require our customers to find partners willing to finance these new projects, which may have different terms and financing conditions from prior transactions. If the terms of these transactions or the structure of these projects fails to attract financiers, we may not be able to proceed with growing our business and our potential for growth may be limited. Additionally, financing options are also limited by the customer’s willingness to commit to making fixed payments regardless of the performance of the EVx systems or our performance of our obligations under the customer agreement
Further, our sales process for transactions that require financing require that we and our customers make certain assumptions regarding the cost of financing capital. If the cost of financing ultimately exceeds our estimates, we may be unable to proceed with some or all of the impacted projects or our revenue from such projects may be less than our estimates. Actual financing costs for potential customers may vary from our estimates due to factors outside of our control, including changes in customer creditworthiness, macroeconomic factors, the returns offered by other investment opportunities available to our financing partners, and other factors.
If our customers are unable to procure financing partners willing to finance deployments of our products or if the cost of such financing exceeds our estimates, our business would be negatively impacted.
We face additional risks to the extent that customers choose to purchase energy storage and dispatch of electricity from systems we build and in which retain an ownership interest rather than purchase an energy storage system.
We expect to offer our customers a choice of two programs. Under the first program, Storage Asset Owners, the customer owns both the energy storage system and the service the system provides (the energy storage and dispatch of electricity). We anticipate that this program will constitute the substantial majority of future sales. Under the second program, Storage Service Customers program, customers purchase the energy storage and dispatch of electricity from us while we retain an ownership interest in the system, together with financing partners.
We could face additional risks under the Storage Service Customers program that we would not otherwise face under our Storage Asset Owners program. For example, we would need to seek equity and/or debt financing to fund the construction and operation of any energy systems built in connection with a project for a customer who chooses the Storage Service Customers program. Such financing may not be available on terms acceptable to us, if at all. Moreover, we expect that any such indebtedness would be secured by a lien on the related energy storage system, and the governing debt agreement may contain covenants imposing operating and financial restrictions on our operations. In addition, until any such debt is repaid, we may not be able to generate meaningful cash flow from the project. Moreover, the failure of our customers to make payments could trigger an event of default under such governing debt agreements, which could result in the acceleration of repayment of our outstanding indebtedness or even entitle our lender to foreclose on the collateral securing our debt. In addition, to the extent equity financing is also used, our right to receive cash flows from the project could be subordinated to the other equity investors.
Additionally, there could be a material adverse effect on our operating results and our cash flows to the extent we own and operate our energy storage systems for the benefit of customers who choose the Storage Services Customers program. For example, we would not expect to receive any payments from the customer until the system is completed and expenses relating to insurance premiums, personnel and our interest payments under debt agreements would be increased, and such increases may be material. We could also be required to provide ongoing maintenance and repair services or could face liability for any damages or injuries if the system malfunctions. Additionally, we would be subject to the risks of termination of the agreement by the customer and the inability to replace the customer would result in the system failing to generate revenue. We may also incur liabilities as a result of a performance failure or other breach of our obligations in connection with the operation of the system
We may also be subject to additional legal and regulatory restrictions to the extent we own and operate an energy storage system, including relating to the transmission of energy. Such legal and regulatory
 
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restrictions could increase the costs of compliance and potentially subject us to threatened or actual litigation or administrative proceedings, each of which could have a material adverse affect on our business, operating results and financial condition.
Although we expect the significant majority of the revenue from our two programs to be from the Storage Asset Owners program based on our current outlook, there is no assurance that the Storage Services Customers program will not account for a significant portion of our business.
Our operations are international, and expanding operations in some international markets could expose us to additional risks.
Our operations are international, and we continue to expand our business internationally as we seek to partner with customers, suppliers and other partners around the world. We currently have operations relating to the EV1 in Switzerland, and our signed purchase order and letters of intent are with counterparties around the world. Managing further international expansion will require additional resources and controls including additional manufacturing and assembly facilities. Any expansion internationally could subject our business to risks associated with international operations, including:

conformity with applicable business customs, including translation into foreign languages and associated expenses;

lack of availability of government incentives and subsidies;

challenges in arranging, and availability of, financing for our customers;

potential changes to our established business model;

cost of alternative power sources, which could be meaningfully lower outside the United States;

availability and cost of raw materials, labor, equipment for manufacturing or assembling our EVx systems;

difficulties in staffing and managing foreign operations in an environment of diverse culture, laws, and customers, and the increased travel, infrastructure, and legal and compliance costs associated with international operations;

installation challenges which we have not encountered before which may require the development of a unique model for each country;

compliance with multiple, potentially conflicting and changing governmental laws, regulations, and permitting processes including construction, environmental, banking, employment, tax, privacy, safety, security, grid minimum performances, and data protection laws and regulations;

compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act and the U.K. Anti-Bribery Act;

greater difficulties in securing or enforcing our intellectual property rights in certain jurisdictions, or in potential infringement of third-party intellectual property rights in new jurisdictions;

difficulties in collecting payments in foreign currencies and associated foreign currency exposure;

restrictions on repatriation of earnings;

compliance with potentially conflicting and changing laws of taxing jurisdictions where we conduct business and compliance with applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws;

increases or decreases in our expenses caused by fluctuation in foreign currency exchange rates;

changes in import tariffs imposed by local governments;

changes in regulations regarding the use of waste materials in our products;

changes in regulations that would prevent us from doing business in specified countries;
 
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failure of the supply chain in local countries to provide us with materials of a sufficient quality and quantity delivered on timelines we expect; and

regional economic and political conditions.
As a result of these risks, any potential future international expansion efforts that we may undertake may not be successful.
In addition, nearly all of our letters of intent are denominated in U.S. dollars, and certain of our definitive agreements could be denominated in currencies other than the U.S. dollar, including the euro, the Australian dollar, the Brazilian real and the Saudi riyal. A strengthening of the U.S. dollar could increase the cost of our solutions to our international customers, which could adversely affect our business and results of operations. In addition, an increasing portion of our operating expenses is incurred outside the United States, is denominated in foreign currencies, such as the euro and the Swiss franc, and is subject to fluctuations due to changes in foreign currency exchange rates. If we become more exposed to currency fluctuations and are not able to successfully hedge against the risks associated with currency fluctuations, our results of operations could be adversely affected.
Our projections are subject to significant risks, assumptions, estimates and uncertainties. As a result, our projected revenues, market share, expenses and profitability may differ materially from our expectations.
Our projections are subject to significant risks, assumptions, estimates and uncertainties. Such projections reflect our current views with respect to future events or our future financial performance, are based on assumptions, and involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by our projections. We may not actually achieve the plans, expectations or objectives contained in our projections, and the underlying assumptions may prove incorrect. Such deviations may be due to factors outside our control or currently unknown to us. For example, our actual revenues, market share, timing for achieving business milestones, expenses and profitability may differ materially from our expectations. Therefore, undue reliance should not be placed on any of our projections.
For example, in October 2021, we entered into the DG Fuels Agreement, which has the potential to generate up to $520 million in revenue across three projects, the first of which is expected to commence in mid-2022. The timing of the commencement of and payments under each project is subject to the execution of a sales agreement relating to such project and the revenue from each project will be dependent upon the agreed upon size of the project, and the timing of such project and the performance of DG Fuels. The receipt and timing of any revenue recognition and payments from the DG Fuels Agreement will be subject to the timing and execution of sales agreements and the performance by our counterparty under any such sales agreement for our energy storage systems. Any event or circumstance that delays or impairs our or our counterparty’s performance could materially adversely affect the amount or timing of revenue generated under the DG Fuels Agreement, and such revenue, if any, may be materially less than what we expect. There can be no assurance that sales agreements will be executed with respect to any of the projects, that any of such projects are completed, or that we will generate all $520 million of revenue, or any meaningful part thereof, under the DG Fuels Agreement or on the timeline we expect.
Certain estimates of market opportunity and forecasts of market growth may prove to be inaccurate.
This proxy statement/prospectus includes estimates of the addressable market for Energy Vault’s solutions, including our gravity-based energy storage systems and a digital platform that are in the early stages of developing, and the renewable energy and energy storage market in general. Market opportunity estimates and growth forecasts, whether obtained from third-party sources or development internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is in part true at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the current coronavirus, or COVID-19, pandemic. The estimates and forecasts in this proxy statement/prospectus relating to the size and expected growth of the target market, market demand and adoption, capacity to address this demand and pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity are difficult to predict, especially in light of the nascent stage of our industry. The estimated addressable market may not materialize for
 
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many years, and even if the markets meet the size estimates and growth forecasted in this proxy statement/prospectus, our business could fail to capture a meaningful share of the market or grow at similar rates.
Operational costs can be difficult to predict and may include costs from requirements related to the decommissioning of our systems.
We will rely heavily on complex machinery for our operations and our production will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Our EVx systems will consist of large-scale machinery comprised of many components assembled on-site for our customers. The components of our EVx systems are likely to suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of our EVx systems or their constituent components may significantly affect the intended operational efficiency and performance. In addition, our EVx systems may need to be decommissioned from time to time, and the related costs could be significant given the expected size and complexity of our EVx systems. Operational performance and costs, including those related to project stoppage, can be difficult to predict and are often influenced by factors outside of our control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with construction, commissioning, testing or decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to manufacturing facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on our business, results of operations, cash flows, financial condition or prospects.
There is no assurance that non-binding letters of intent and other indications of interest will result in binding orders or sales. Customers may cancel or delay the non-binding letters of intent and other indications of interest in our sales pipeline. As a result, our operating results and cash flows may be materially lower than our expected results of operations.
Our success depends on our ability to generate revenue and operate profitably, which depends in part on our ability to identify target customers and convert such contacts into meaningful orders or expand on current customer relationships. As of this date, we do not have any definitive sales agreements in place although we have the DG Fuels Agreement (described below), the non-binding strategic partnership agreement with Sun Metals and certain detailed letters of intent that contemplate sales agreements. Potential customers may abandon their indications of interest, and non-binding letters of interest may be cancelled or delayed by a customer for any reason or its terms may be amended in an manner adverse to us in connection with negotiating a definitive sales agreement. For that reason, there can be no assurance that any current or future indications of interest or non-binding letters of intent will result in binding orders or sales. Furthermore, in light of our limited operating history, it is difficult for us to predict the rates at which the non-binding letters of interest in our pipeline will result in binding orders or sales. It is also difficult for us to predict how quickly we will be able to fill binding orders in the event that we obtain multiple orders. In addition, revenue is expected to be recognized in stages, and customers may in some cases delay actual cash payments regardless of progressive billings. Additionally, a customer’s ability to make payments could decline during the sales process, even to the point of insolvency or bankruptcy. As a result, our operating results and cash flow may be materially lower than we expect.
We have also entered into a commercial agreement with DG Fuels LLC, or the DG Fuels Agreement, which contemplates the execution of more definitive sales agreements for the proposed projects. The timing of projects and payments under the DG Fuels Agreement depends on the timing for signing the sales agreements, and potential delays in signing such agreements would result in reduced revenue and profitability under the sales agreements and would have an adverse effect on our business, results of operations and cash flow, which could be material.
Fuel prices, including volatility in the cost of diesel or natural gas or a prolonged period of low gasoline and natural gas costs, could decrease incentives to transition to renewable energy.
A portion of the current and expected demand for renewable energy results from concerns about volatility in the cost of gasoline and other petroleum-based fuel, the dependency of the United States on oil
 
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from unstable or hostile countries, government regulations and economic incentives promoting fuel efficiency and alternative forms of energy, as well as concerns about climate change resulting in part from the burning of fossil fuels. If the cost of gasoline and other petroleum-based fuel decreases significantly, the outlook for the long-term supply of oil to the United States improves, the government eliminates or modifies its regulations or economic incentives related to fuel efficiency and alternative forms of energy or there is a change in the perception in the cost-benefit analysis regarding the effects of burning fossil fuels on the environment, the demand for renewable energy, including energy storage products such as ours, could be reduced, and our business and revenue may be harmed.
Diesel, gasoline, natural gas and other petroleum-based fuel prices have historically been extremely volatile, particularly during the ongoing COVID-19 pandemic, and it is difficult to ascertain whether such volatility will continue to persist. Lower gasoline and natural gas costs over extended periods of time may lower the perception in government and the private sector that cheaper, more readily available energy alternatives, such as wind and solar, should be developed and produced. If gasoline or other petroleum-based fuel prices remain at deflated levels for extended periods of time, the demand for renewable energy may decrease notwithstanding incentives to transition to renewable energy, which would have an adverse effect on our business, prospects, financial condition and results of operations.
The economic benefit of our energy storage systems to our customers depends on the cost of electricity available from alternative sources, including local electric utility companies, which cost structure is subject to change.
The economic benefit of our energy storage systems to our customers includes, among other things, the benefit of reducing such customer’s payments to the local electric utility company. The rates at which electricity is available from a customer’s local electric utility company is subject to change and any changes in such rates may affect the relative benefits of our energy storage systems. Further, the local electric utility may impose “departing load,” “standby” or other charges on our customers in connection with their acquisition of our energy storage systems, the amounts of which are outside of our control and which may have a material impact on the economic benefit of our energy storage systems to our customers. Changes in the rates offered by local electric utilities and/or in the applicability or amounts of charges and other fees imposed by such utilities on customers acquiring our energy storage systems could adversely affect the demand for our energy storage systems.
Additionally, the electricity stored and released by our systems may not currently be cost-competitive in some geographic markets, and we may be unable to reduce our costs to a level at which our energy storage systems would be competitive in such markets. As such, unless the cost of electricity in these markets rises or we are able to generate demand for our energy storage systems based on benefits other than electricity cost savings, our potential for growth may be limited.
We operate in highly competitive energy industries and there is increasing competition. Many of our competitors and future competitors may have significantly more financial and other resources than we do and if we do not compete effectively, our competitive positioning and our operating results will be harmed.
The energy markets in which we intend to compete continue to evolve and are highly competitive. Many of our current and potential competitors are large entities at a more advanced stage in development and commercialization than we are and in some cases have significantly more financial and other resources, including larger numbers of managerial and technical personnel, to increase their market share. For example, several companies, such as ESS Inc., Eos Energy Enterprises Inc., Hydrostor Inc. and Primus Power, have each announced plans and demonstrated prototypes of products that would compete in the energy storage market, and battery vendors with whom we compete, such as Tesla, Inc., Fluence Energy, Inc., LG Chem, Ltd., Samsung Electronics Co., Ltd and Contemporary Amperex Technology Co. Limited, have already commercialized their respective energy storage solution products. Companies such as Tesla, Inc., Fluence Energy, Inc. and Wartsila Corporation are also developing their own energy management software. If our competitors continue to penetrate the renewable energy, energy storage and energy management software markets, we may experience a reduction in potential and actual market share. To date, we have focused our efforts on recruiting management and other employees, business planning, raising capital, selecting applicable third party technologies, establishing and attempting to establish partnerships
 
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with potential suppliers, customers and ecosystem partners, developing the EV1 and EVx systems and a digital platform, and general corporate development.
We expect competition in energy storage technology to intensify due to a regulatory push for lower-carbon energy sources, including intermittent sources such as wind and solar, continuing globalization, and consolidation in the energy industry. Developments in alternative technologies or improvements in energy storage technology made by competitors may materially adversely affect the sales, pricing and gross margins of our future EVx systems and any digital platform. If a competing process or technology is developed that has superior operational or price performance, our business would be harmed.
Furthermore, our gravity based energy storage technology also competes with other emerging or evolving technologies, such as thermal storage, chemical storage, hydrogen energy storage and carbon capture storage and sequestration. If we are unable to keep up with competitive developments, including if such technologies achieve lower prices or enjoy greater policy support than our technology, our competitive position and growth prospects may be harmed, which would adversely affect our business, prospects and financial condition.
Some of our current and potential competitors have longer operating histories and greater financial, technical, marketing and other resources than we do. These factors may allow our competitors to respond more quickly or efficiently than we can to new or emerging technologies. These competitors may engage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies, which may allow them to more effectively compete for new energy storage projects and energy management software customers.
We intend to continue committing significant resources to establish a competitive position. There is no assurance we will successfully identify the right partners or produce and bring our EVx systems and a digital platform to market on a timely basis, if at all, or that products and technologies developed by others will not render our EVx systems and any digital platform that we may develop obsolete or noncompetitive, any of which would adversely affect our business, prospects and operating results.
Our future growth depends upon our ability to maintain relationships with third parties, and the terms and enforceability of many of these relationships are not certain.
We expect to rely on engineering, procurement, construction, or EPC, firms as third-party general contractors to install energy storage systems at our customers’ sites. We are likely to work with a limited number of such EPC firms, which may impact our ability to facilitate customer installations as planned. Our work with contractors or their sub-contractors may have the effect of our being required to comply with additional rules (including rules unique to our customers), working conditions, site remediation and other union requirements, which can add costs and complexity to an installation project. In the future, the timeliness, thoroughness and quality of installation-related services performed by our general contractors and their sub-contractors may not meet our expectations and standards and it may be difficult to find and train third-party general contractors that meet our standards at a competitive cost.
In addition, a key component of our growth strategy is to develop or expand our relationships with third parties. For example, we are investing resources in establishing strategic relationships with market players across a variety of industries, including, large renewable project developers, commercial agents, environmental organizations and unions, to generate new customers or to grow our business. These programs may not roll out as quickly as planned or produce the results we anticipated. A significant portion of our business depends on attracting new partners and retaining existing partners, and such relationships may not be predicated on enforceable agreements or any agreements at all.
Any failure to offer high-quality technical support services may adversely affect our relationships with our customers and adversely affect our financial results.
Although we do not have definitive customer agreements in place, we expect that potential and actual customers will depend on our support organization to resolve any technical issues relating to the hardware and software included in our systems. In addition, our sales process is likely to depend highly on the quality of our hardware and software-enabled services, on our business reputation and on strong recommendations
 
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from our existing customers. Any failure to maintain high-quality and highly-responsive technical support, or a market perception that we do not maintain high-quality and highly-responsive support, could adversely affect our reputation, our ability to sell our products to existing and prospective customers, and our business, financial condition and results of operations.
We intend to offer technical support services alongside our systems. We intend to have a designated team of engineers to support our customers, and they may be unable to respond quickly enough to accommodate short-term increases in demand for support services, particularly as we increase the size of our customer base. We also may be unable to modify the format of our support services to compete with changes in support services provided by competitors. At our current stage, it is difficult to predict demand for technical support services and if demand were to increase significantly beyond our expectations, we may be unable to provide satisfactory support services to our customers. Additionally, increased demand for these services, without corresponding revenue, could increase costs and adversely affect our business, financial condition and results of operations.
Our systems rely on interconnections to distribution and transmission facilities that are owned and operated by third parties, and as a result, are exposed to interconnection and transmission facility development and curtailment risks.
Moreover, our EVx systems and EVRCs are intended to be interconnected with electric distribution and transmission facilities owned and operated by regulated utilities, and independent system operators, necessary to deliver the electricity that our energy storage systems produce. A failure or delay in the operation or development of these distribution or transmission facilities could result in a loss of revenues or breach of a contract because such a failure or delay could limit the amount of renewable electricity that our energy storage systems deliver or delay the completion of our customers’ construction projects. In addition, certain of our energy storage systems’ generation may be curtailed without compensation due to distribution and transmission limitations, reducing our revenues and impairing our ability to capitalize fully on a particular customer project’s potential. Such a failure or curtailment at levels above our expectations could adversely affect our business.
Incorrect estimates or assumptions by management in connection with the preparation of our consolidated financial statements could adversely affect our reported assets, liabilities, income, revenue or expenses.
The preparation of our consolidated financial statements requires management to make critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, income, revenues or expenses during the reporting periods. Incorrect estimates and assumptions by management could adversely affect our reported amounts of assets, liabilities, income, revenues and expenses during the reporting periods. If we make incorrect assumptions or estimates, our reported financial results may be over- or understated, which could materially and adversely affect our business, financial condition and results of operations
Unanticipated changes in our income tax rates or exposure to additional tax liabilities may affect future financial results.
Energy Vault is, and the Combined Company will be, a U.S. corporation and thus subject to U.S. corporate income tax on its worldwide operations. Certain of our operations and potential customers are located in the United States, and as a result, the Combined Company is subject to various U.S. federal, state and local taxes. New U.S. laws and policy relating to taxes may have an adverse effect on Combined Company’s business and future profitability. Further, existing U.S. tax laws, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to the Combined Company.
For example, on December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed into law making significant changes to the Code, and certain provisions of the Tax Act may adversely affect the Combined Company. In particular, sweeping changes were made to the U.S. taxation of foreign operations. Changes include, but are not limited to, a reduction to the corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%, the limitation of the tax deduction for net interest expense to 30% of adjusted taxable income (except for certain small businesses), the limitation of the deduction for net operating losses from taxable years beginning after December 31, 2017 to 80% of current year taxable
 
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income and the elimination of net operating loss carrybacks generated in taxable years ending after December 31, 2017 (though any such net operating losses may be carried forward indefinitely), adoption of elements of a territorial tax system, assessment of a repatriation tax or “toll-charge” on undistributed earnings and profits of U.S.-owned foreign corporations, and introduction of certain anti-base erosion provisions, including a new minimum tax on global intangible low-taxed income and base erosion and anti-abuse tax. Additionally, on March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law, and among other things, the CARES Act suspends the 80% limitation on the deduction for net operating losses in taxable years beginning before January 1, 2021, permits a 5-year carryback of net operating losses arising in taxable years beginning after December 31, 2017 and before January 1, 2021, and generally caps the limitation on the deduction for net interest expense at 50% of adjusted taxable income for taxable years beginning in 2019 and 2020.
Further, President Joe Biden has set forth several tax proposals that would, if enacted, make significant changes to U.S. tax laws (including provisions enacted pursuant to the Tax Act). Such proposals include, but are not limited to an increase in the U.S. income tax rate applicable to corporations from 21% to 28%, (ii) an increase in the maximum U.S. federal income tax rate applicable to individuals and (iii) an increase in the U.S. federal income tax rate for long term capital gain for certain taxpayers with income in excess of a threshold amount. Congress may consider, and could include, some or all of these proposals in connection with tax reform to be undertaken by the current administration. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect our business and future profitability. Investors are urged to consult with their legal and tax advisors with respect to any such legislation and the potential tax consequences of holding our securities.
Additionally, although we currently primarily operate in the U.S. and Switzerland, we will seek to expand our business internationally to other markets including additional EU countries, the U.K., Saudi Arabia, Australia, Brazil. Any international expansion of our business could subject our business to tax risks associated with international operations. For example, tax compliance in various jurisdictions, some of which may have potentially conflicting tax laws, and all of which are subject to change, potentially with retroactive effect, could result in materially higher cash tax liabilities for our business. The tax laws in jurisdictions where we conduct business and applicable U.S. tax laws as they relate to international operations may not act together in a coordinated fashion, which could also result in material incremental taxes for our business. Moreover, an expansion of our business internationally also creates risks that our business could have a taxable presence in jurisdictions where we are not filing tax returns. Taxing authorities have gotten increasingly aggressive regarding asserting that companies have a taxable presence in jurisdictions, and our business could face these risks in connection with the internal expansion of our business.
Cyber-attacks and other security breaches could have an adverse effect on our business, harm our reputation and expose us to liability.
Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking and phishing attacks against online networks have become more prevalent and may occur on our systems in the future. Any attempts by cyber attackers to disrupt our services or systems, if successful, could harm our business, introduce liability to data subjects, result in the misappropriation of funds, be expensive to remedy and damage our reputation or brand. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks (such as the May 2021 cyber-attacks with Colonial Pipeline). Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to cause the implementation or enforcement of such preventions with respect to our third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure may, in addition to other losses, harm our reputation, brand and ability to attract customers.
We may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints.
 
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We are putting processes and procedures in place designed to enable Energy Vault to quickly recover from a disaster or catastrophe and continue business operations and have tested this capability under controlled circumstances. However, there are several factors ranging from human error to data corruption that could materially impact the efficacy of such processes and procedures, including by lengthening the time services are partially or fully unavailable to customers and users. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular disaster or catastrophe, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which could adversely affect our business and financial results.
In the future our EVx systems, EVRCs and any digital platform that we develop may experience outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. We may also face changes in our EVx system and EVRCs, which could lead to damages, accidents and or system disruptions. We may in the future experience blackmail for our EVx software or any software underpinning any digital platform that we may develop, which could shut down operation of our systems, those of our potential customers, or cause other damage to such systems.
Any significant disruption in in our computer systems, some of which will be hosted by third-party providers, could damage our reputation and result in negative publicity, which would harm our business and results of operations.
Although the computer systems for our EVx systems and EVRCs will strictly be on-premise, we will use third-party web services for administrative purposes and as a backup for our customers in case there is an on-site system failure. Interruptions, whether due to system failures, human errors, computer viruses, physical or electronic break-ins, denial-of-service attacks, and capacity limitations, could delay or inhibit our operations. Problems with the reliability of our systems could prevent us from earning revenue and could harm our reputation. Damage to our reputation, any resulting loss of user confidence and the cost of remedying these problems could negatively affect our business, results of operations, financial condition, and prospects.
We have service agreements with data center providers. Problems with our third-party service providers or with their network providers or with the systems allocating capacity among their users, including us, could adversely affect our ability to serve our customers or perform our administrative work. Our third-party service providers could decide to close their facilities without adequate notice. Any financial difficulties, such as bankruptcy or reorganization, faced by our third-party service providers or any of the service providers with whom they contract may have negative effects on our business, the nature and extent of which are difficult to predict. If our third-party service providers are unable to keep up with our needs for capacity, this could have an adverse effect on our business. In the event that our agreements with any of our third-party service providers is terminated, or we add additional cloud infrastructure service providers, we may experience significant costs or downtime in connection with the transfer to, or