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Novus Capital Corp. II (NXU) Shareholders Approve Energy Vault Deal

Novus Capital Corp. II (NXU) Shareholders Approve Energy Vault Deal

Feb 10, 2022 INTEL by Marlena Haddad

Novus Capital Corp. II (NYSE:NXU) announced that its shareholders have approved its combination with kinetic energy storage company Energy Vault in a special meeting held this morning.

Although today’s press release did not disclose much information, such as redemption amounts, NXU traded below its trust value throughout its redemption deadline February 8.  The SPAC is currently up 2.72% to $9.45 following the news.

In the beginning of January, Novus II added $50 million to its PIPE for its combination with Energy Vault to ensure the combined company will have access to further capital after the transaction closes. This new funding came from an accredited investor under the same $10 per share terms as the existing PIPE.

Novus Capital II originally announced that it is financing the deal with $287.5 million from its current trust along with a $100 million PIPE. The original PIPE drew investment from institutional investors Adage Capital Partners, Pickering Energy Partners, Sailingstone Capital Energy Transition Strategy Fund, SoftBank Investment Advisers, Cemex Ventures (NYSE: CX), and Palantir Technologies (NYSE: PLTR).

The SPAC added an additional $50 million to the PIPE and entered into a $50 million licensing and royalty agreement last Tuesday. The recent investment comes at $10 per share from Atlas Renewable, upsizing the PIPE from $150 million to $200 million. The license and royalty agreement was made for renewable energy storage with Atlas Renewable as well as their majority investor China Tianying Inc., an international environmental management and waste remediation corporation.

These proceeds, combined with up to $288 million in Novus’s cash trust account, will be used to fund Energy Vault’s operations and support new and existing growth initiatives. As a result of this increased PIPE investment, the minimum cash condition for the business combination has been satisfied.

The parties expect to close the transaction tomorrow, February 11. The combined company is expected to be renamed Energy Vault Holdings, Inc. and its common stock and warrants are expected to commence trading on the New York Stock Exchange on Monday, February 14, under the new ticker symbols, “NRGV” and “NRGV WS”, respectively.

Novus II originally announced its $1.13 billion deal with Energy Vault last year on September 9. Westlake Village, California-based Energy Vault is developing a utility scale energy storage solution that uses gravity to release energy by de-stacking heavy slabs.

ADVISORS

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

ByMarlena Haddad