Novus Capital Corporation II and Energy Vault, Inc. Announce Completion of Business Combination, Establishing Public Sustainable, Grid-scale Energy Storage Solutions Provider

By: Energy Vault, Inc. via Business Wire

February 11, 2022 at 16:07 PM EST

Energy Vault to begin trading on the New York Stock Exchange on February 14, 2022 under the ticker symbols NRGV and NRGV WS

Transaction proceeds coupled with recent $107 million Series C and announced Korea Zinc and Atlas Renewable agreements provide capital above business plan needs

Novus Capital Corporation II (NYSE: NXU, NXU WS and NXU.U) (“Novus”) today announced the completion of its business combination with Energy Vault, Inc. (“Energy Vault”), the company developing sustainable, grid-scale energy storage solutions.

In connection with the completion of the business combination, Novus has been renamed Energy Vault Holdings, Inc. (the “Company”) and its common stock and warrants are expected to commence trading on the New York Stock Exchange on Monday, February 14, 2022 under the ticker symbols “NRGV” and “NRGV WS” respectively.

“We are tremendously excited to have completed this business combination with Energy Vault as they bring their proprietary energy storage solution to scale,” said Robert Laikin, Chief Executive Officer of Novus. “Rob Piconi and his team have built an incredible platform to help drive a more sustainable tomorrow through decarbonization. We are thrilled to help enable and accelerate their time to market through the capital raised from this transaction. We look forward to working with Mr. Piconi and his team over the years.”

“Our recent capital raises and strategic growth agreements more than fully funds our business and allows us to be laser focused on executing our global growth plan, and to us that means executing for customers” said Robert Piconi, Co-Founder and Chief Executive Officer of Energy Vault. “As a public company with a strong balance sheet, we are well positioned to globally scale our energy management and storage solutions toward our core mission of sustainable decarbonization.”

Company Overview

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 a proprietary gravity-based energy storage technology. Energy Vault is also designing 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.

Energy Vault’s gravity-based solutions are based on the well-understood physics and mechanical engineering fundamentals of pumped hydroelectric energy storage, but replace water with custom-made composite blocks, or “mobile masses”, that can be made from low-cost and locally sourced materials, including local soil, mine tailings, coal combustion residuals (coal ash), and end-of-life decommissioned wind turbine blades.

Additionally, the Energy Vault systems are intended to minimize environmental and supply chain risks. The systems are automated with advanced computer control and machine vision software that orchestrate the charging and discharging cycles while meeting a broad set of storage durations starting from 2 hours and continuing to 12 hours, or more.

Following investment and energy storage collaboration announcements in 2021 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:

Strategic Partnership with Atlas Renewable, a License and Royalty agreement for renewable energy storage with Atlas Renewable LLC (“Atlas Renewable”) and their majority investor China Tianying Inc. (CNTY) (CN: 000035), an international environmental management and waste remediation corporation engaged in smart urban environmental services, resource recycling and recovery, and zero-carbon clean energy technologies. Atlas Renewable made a $50 million investment, which upsized the private placement investment (“PIPE”) from $150 million to $200 million, and has agreed to pay an additional $50 million as a licensing fee payable in 2022 for use and deployment of Energy Vault’s gravity energy storage technology in Mainland China, Hong Kong and Macau.

Strategic alliance 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 made a $50 million investment in the PIPE, which upsized the $100 million PIPE that was announced in connection with the signing of the business combination agreement.

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.

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.

Transaction Overview

As a result of this transaction, the Company has received approximately $235 million of gross proceeds, including $195 million from a common stock PIPE anchored by strategic partners Korea Zinc and Atlas Renewable and institutional investors, including funds and accounts managed by Adage Capital Partners LP, Pickering Energy Partners, Sailingstone Capital Energy Transition Strategy Fund, SoftBank Investment Advisers, Cemex Ventures (NYSE: CX), Palantir Technologies Inc., (NYSE: PLTR) and other investors.

Advisors

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

About Energy Vault

Energy Vault develops sustainable energy storage solutions designed to transform the world’s approach to utility-scale energy storage for grid resiliency. The company’s proprietary, gravity-based Energy Storage Technology and the Energy Storage Management and Integration Platform are intended to help utilities, independent power producers and large industrial energy users significantly reduce their levelized cost of energy while maintaining power reliability. Utilizing eco-friendly materials with the ability to integrate waste materials for beneficial re-use, Energy Vault is facilitating the shift to a circular economy while accelerating the clean energy transition for its customers.

About Novus Capital Corporation II

Novus is a special purpose acquisition company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities and its securities are listed on the NYSE under the ticker symbols “NYSE: NXU, NXU.U, NXU WS.”. Novus Capital is led by Robert J. Laikin, Jeff Foster, Hersch Klaff, Larry Paulson, Heather Goodman, Ron Sznaider and Vince Donargo, who have significant hands-on experience helping high-tech companies optimize their existing and new growth initiatives by exploiting insights from rich data assets and intellectual property that already exist within most high-tech companies.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” “designed,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the benefits of the proposed business combination, the competitive environment, and the expected future performance (including future revenue, pro forma enterprise value, and cash balance) and market opportunities of Energy Vault.

These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the Company’s 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 failure to realize the anticipated benefits of the business combination; risks relating to the uncertainty of the projected financial information with respect to Energy Vault; the risk that the business combination disrupts current plans and operations of Energy Vault as a result of the consummation of the business combination; costs related to the business combination; changes in applicable laws or regulations; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; 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 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; unanticipated costs; 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 the Company’s future business; and those factors discussed in the Registration Statement and in the Company’s 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 the Company filed, or to be filed, with the SEC.