Upon closing, Energy Vault’s stock is expected
to be listed on NYSE under the new ticker symbol “NRGV”
Novus Capital Corporation II (NYSE: NXU, NXU WS and NXU.U)
(“Novus”), a publicly traded special purpose acquisition company,
today announced that its Registration Statement on Form S-4 has
been declared effective by the U.S. Securities and Exchange
Commission (“SEC”) relating to the previously announced business
combination (the “Business Combination”) with Energy Vault, Inc.
("Energy Vault"), the company developing sustainable, grid-scale
energy storage solutions.
Novus will mail the definitive proxy statement/prospectus (the
“Proxy Statement”) to stockholders of record as of the close of
business on January 4, 2022.
The Special Meeting to approve the pending Business Combination,
among other items, is scheduled to be held on February 10, 2022 at
10:00 a.m. Eastern Time. (the “Special Meeting”). The Special
Meeting will be conducted virtually, and can be accessed via live
webcast at https://www.cstproxy.com/novuscapitalcorpii/2022. If the
proposals at the Special Meeting are approved, the parties
anticipate that the Business Combination will close and trading of
the combined entity’s stock and warrants will continue to be listed
on the NYSE under the new ticker symbols “NRGV” and “NRGV WS”,
respectively, shortly thereafter, subject to the satisfaction or
waiver, as applicable, of all other closing conditions.
Every stockholder’s vote is important, regardless of the number
of shares held. Accordingly, Novus requests that each stockholder
complete, sign, date and return a proxy card (online or by mail) as
soon as possible and by no later than 11:59 p.m. Eastern Time on
February 9, 2022, to ensure that the stockholder’s shares will be
represented at the Special Meeting. Stockholders which hold shares
in “street name” (i.e. those stockholders whose shares are held of
record by a broker, bank or other nominee) should contact their
broker, bank or nominee to ensure that their shares are voted.
If any individual Novus stockholder does not receive the Proxy
Statement, such stockholder should (i) confirm his or her Proxy
Statement’s status with his or her broker or (ii) contact Morrow
Sodali LLC, Novus’s proxy solicitor, for assistance via e-mail at:
NXU.info@investor.morrowsodali.com or toll-free call at (800)
662-5200. Banks and brokers can place a collect call to Morrow
Sodali at (203) 658-9400.
“We are pleased to have achieved this milestone in the
transaction process and announce a date for the Special Meeting of
Novus stockholders,” said Robert Laikin, Chief Executive Officer of
Novus. “Energy Vault is bringing a proprietary, new energy storage
solution to the energy market that we believe will transform the
energy storage space. Energy Vault’s energy storage solution is
expected to lower costs for utility companies and power producers
that are transitioning to renewables while achieving unmatched
consistency in maintaining energy supply for delivering
dispatchable power. At the same time, their unique approach to
addressing the need for dispatchable power delivery reusing waste
materials in their process sets them apart from other market
players.”
Following investment and energy storage collaboration
announcements earlier in the year from industry leaders Saudi
Aramco Energy Ventures and Enel Green Power, including joint
development for the remediation and beneficial reuse of waste wind
blade fiberglass with Enel, Energy Vault continued its global
commercial progress and market strategy with:
- Energy storage system agreement with DG Fuels LLC, an emerging
leader in renewable hydrogen and biogenic based, synthetic
sustainable aviation fuel and diesel fuel. Under the terms of the
agreement, Energy Vault agreed to provide 1.6 gigawatt hours (GWh)
of energy storage to support DG Fuels across multiple projects,
with the first project slated for 500 megawatt hours (MWh) in
Louisiana. Energy Vault expects this agreement to provide the
opportunity for up to $520 million in revenue across the three
projects, the first of which is expected to commence in
mid-2022.
- Joint collaboration with BHP, a leading natural resources
company, that will focus on the deployment and implementation of
Energy Vault’s energy storage solutions in BHP’s key operations and
other potential applications for the technology. The parties have
signed a Memorandum of Understanding focused on studying the
application of Energy Vault’s technology to support power supply
and energy storage at certain BHP operations while exploring
opportunities for new applications relevant to BHP’s business.
- Strategic partnership for renewable energy storage with Korea
Zinc Co., Ltd., a global leader in non-ferrous metal smelting
production including leading positions in Zinc, Lead, Silver and
rare metal Indium. The partnership supports Korea Zinc’s strategy
to decarbonize their refining and smelting operations focused
initially under wholly owned subsidiary Sun Metals Corporation Pty.
Ltd. The companies expect to begin project deployment in mid-2022.
In addition to the strategic partnership, Korea Zinc has executed a
subscription agreement committing an additional $50 million
investment to the $100 million private placement investment in
Novus that was announced in connection with the signing of the
business combination agreement.
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.
About Energy Vault
Energy Vault develops sustainable energy storage solutions
designed to transform the world’s approach to utility-scale energy
storage for grid resiliency. Its proprietary gravity-based Energy
Storage Technology and the Energy Storage Management and
Integration Platform are intended to help utilities, independent
power producers and large industrial energy users significantly
reduce their levelized cost of energy while maintaining power
reliability. Utilizing eco-friendly materials with the ability to
integrate waste materials for beneficial re-use, Energy Vault is
facilitating the shift to a circular economy while accelerating the
clean energy transition.
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, including with
respect to the agreement with DG Fuels and the associated projects
and the collaborations with BHP and Korea Zinc, expectations with
respect to revenue generated under the agreement with DG Fuels,
anticipated benefits and capacities, 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; redemption rates; 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; risks
related to the inability or unwillingness of Energy Vault’s
customers to perform under sales agreements; risks related to
Energy Vault’s ability to obtain and maintain a performance bond;
risks related to Energy Vault’s receiving partial payment in the
form of subordinated debt; risks related to timing delays that
impact the sales price due to Energy Vault under its announced
agreement with DG Fuels; risks related to Energy Vault’s the
performance and availability of EVS; 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;
construction and permitting delays and related increases in costs;
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 under the
caption “Risk Factors”, Novus’s most recent Quarterly Report on
Form 10-Q under the heading “Risk Factors”, and Novus’s 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 (the “Registration
Statement”) with the SEC, which includes a 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. The Registration
Statement has been declared effective by the SEC and the definitive
proxy statement/prospectus has been mailed out to Novus’s
stockholders. Investors and security holders of Novus are urged to
read the definitive proxy statement/prospectus, as well as any
amendments and supplements 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. 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 nine months ended September 30, 2021 and the
definitive proxy statement/prospectus and other relevant documents
and other materials filed with the SEC in connection with the
business combination when they become available. Information
concerning the interests of Novus’ participants in the
solicitation, which may, in some cases, be different than those of
their stockholders generally, are set forth in the definitive proxy
statement/prospectus.
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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