Novus Capital Corporation II, a special purpose acquisition
company (NYSE: NXU, NXU.U, NXU WS) (“Novus”) and Energy Vault, Inc.
(“Energy Vault”), the company developing sustainable, grid-scale
energy storage solutions with its proprietary technology, today
announced that Novus has filed a registration statement on Form S-4
(the “Registration Statement”) with the U.S. Securities and
Exchange Commission (“SEC”) on October 15, 2021.
The Registration Statement contains a preliminary proxy
statement/prospectus, in connection with the previously announced
proposed business combination. While the registration has not yet
become effective and the information contained therein is subject
to change, it provides important information about Energy Vault and
Novus, as well as the proposed business combination.
Robert Piconi, CEO and Co-Founder of Energy Vault, commented,
“We are pleased to have reached this first step in the transaction
process. The proceeds from the business combination will be used to
fund growth of the combined company and global deployment of Energy
Vault’s storage systems.”
In September 2021, Novus Capital Corporation II entered into a
business combination agreement with Energy Vault, whereby the newly
combined company is expected to be listed on the New York Stock
Exchange. Completion of the transaction, which is expected in the
first quarter of 2022, is subject to approval by Novus’
stockholders, the Registration Statement being declared effective
by the SEC, and other customary closing conditions.
Upon completion of the proposed transaction, the combined
company is expected to receive up to $388 million in total gross
proceeds from a combination of a committed common stock PIPE
offering of $100 million, along with approximately $288 million of
cash held in trust, assuming no redemptions.
About 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. Energy Vault’s gravity-based solutions are based on
the proven physics and mechanical engineering fundamentals of
pumped hydroelectric energy storage, but replace water with
custom-made composite blocks, or “mobile masses”, which do not lose
storage capacity over time, and that can be made from low-cost and
locally sourced materials, including local soil, mine tailings,
coal combustion residuals (coal ash), and fiberglass from
decommissioned wind turbine blades. Combining potential and kinetic
energy cycles, Energy Vault’s systems are automated with advanced
computer control and machine vision software to create a gravity
energy-storage innovation designed to meet the market demand for
storage durations from 2 to 12 hours. Energy Vault has offices in
Westlake Village, California and Lugano, Switzerland, with the
Switzerland office serving as Energy Vault’s international
headquarters.
About Novus Capital Corporation II
Novus raised approximately $287.5 million in its February 2021
IPO and its securities are listed on the NYSE under the ticker
symbols “NYSE: NXU, NXU.U, NXU WS.” Novus is a special purpose
acquisition company organized for the purpose of effecting a
merger, share exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or other similar business
combination with one or more businesses or entities. Novus Capital
is led by Robert J. Laikin, Jeff Foster, Hersch Klaff, Larry
Paulson, Heather Goodman, Ron Sznaider and Vince Donargo, who have
significant hands-on experience helping high-tech companies
optimize their existing and new growth initiatives by exploiting
insights from rich data assets and intellectual property that
already exist within most high-tech companies.
Forward-Looking Statements
Certain statements included in this press release that are not
historical facts are forward-looking statements for purposes of the
safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,”
“estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,”
“would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,”
“outlook,” “designed,” and similar expressions that predict or
indicate future events or trends or that are not statements of
historical matters. These forward-looking statements include, but
are not limited to, statements regarding estimates and forecasts of
financial and performance metrics, projections of market
opportunity, expectations and timing related to the rollout of
Energy Vault’s business and timing of deployments, the proposed
features and designs of the EVx and the Energy Vault Resiliency
Center (EVRC) platforms, the availability of low-cost and locally
sourced materials to produce “mobile masses,” customer growth and
other business milestones, potential benefits of the proposed
business combination and PIPE investment (the “Proposed
Transactions”), and expectations related to the timing of the
Proposed Transactions.
These statements are based on various assumptions, whether or
not identified in this press release, and on the current
expectations of Energy Vault’s and Novus’ management and are not
predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to
serve as, and must not be relied on by an investor as, a guarantee,
an assurance, a prediction, or a definitive statement of fact or
probability. Actual events and circumstances are difficult or
impossible to predict and will differ from assumptions. Many actual
events and circumstances are beyond the control of Energy Vault and
Novus.
These forward-looking statements are subject to a number of
risks and uncertainties, including changes in domestic and foreign
business, market, financial, political, and legal conditions; the
inability of the parties to successfully or timely consummate the
Proposed Transactions, including the risk that any regulatory
approvals are not obtained, are delayed or are subject to
unanticipated conditions that could adversely affect the combined
company or the expected benefits of the Proposed Transactions or
that the approval of the stockholders of Novus or Energy Vault is
not obtained; failure to realize the anticipated benefits of the
Proposed Transactions; risks relating to the uncertainty of the
projected financial information with respect to Energy Vault; risks
related to the rollout of Energy Vault’s business and the timing of
expected business milestones; demand for renewable energy; ability
to commercialize and sell its solution; ability to negotiate
definitive contractual arrangements with potential customers; the
impact of competitive technologies; ability to obtain sufficient
supply of materials; the impact of Covid-19; global economic
conditions; ability to meet installation schedules; the effects of
competition on Energy Vault’s future business; the amount of
redemption requests made by Novus’ public shareholders; and those
factors discussed in the Registration Statement and in Novus’
Registration Statement on Form S-4 relating to the business
combination under the caption “Risk Factors”, and its Annual Report
on Form 10-K for the fiscal year ended December 31, 2020 under the
heading “Risk Factors,” and other documents of Novus filed, or to
be filed, with the SEC.
Important Information About the Proposed Business Combination
and Where to Find It
This communication is being made in respect of the proposed
merger transaction involving Novus and Energy Vault. Novus has
filed a registration statement on Form S-4 with the SEC, which
includes a preliminary proxy statement/prospectus of Novus, and
certain related documents, to be used at the meeting of
stockholders to approve the proposed business combination and
related matters. Investors and security holders of Novus are urged
to read the proxy statement/prospectus, as well as any amendments
thereto and other relevant documents that will be filed with the
SEC, carefully and in their entirety because they contain important
information about Energy Vault, Novus and the business combination.
The definitive proxy statement will be mailed to stockholders of
Novus as of a record date to be established for voting on the
proposed business combination. Investors and security holders will
also be able to obtain copies of the registration statement and
other documents containing important information about each of the
companies once such documents are filed with the SEC, without
charge, at the SEC’s web site at www.sec.gov. The information
contained on, or that may be accessed through, the websites
referenced in this press release is not incorporated by reference
into, and is not a part of, this press release.
Participants in the Solicitation
Novus and its directors and executive officers may be deemed
participants in the solicitation of proxies of Novus’ shareholders
in connection with the proposed business combination. Energy Vault
and its executive officers and directors may also be deemed
participants in such solicitation. Security holders may obtain more
detailed information regarding the names, affiliations and
interests of certain of Novus’ executive officers and directors in
the solicitation by reading Novus’ Annual Report on Form 10-K for
the fiscal year ended December 31, 2020, Quarterly Report on Form
10-Q for the six months ended June 30, 2021 and the proxy
statement/prospectus and other relevant documents and other
materials filed with the SEC in connection with the business
combination when they become available. Information concerning the
interests of Novus’ participants in the solicitation, which may, in
some cases, be different than those of their stockholders
generally, will be set forth in the proxy statement/prospectus
relating to the business combination when it becomes available.
No Offer or Solicitation
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval, nor shall there be any sale of any securities
in any state or jurisdiction in which such offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of such other jurisdiction.
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