Item 1.01. Entry into a Material Definitive Agreement
Business Combination Agreement and Plan of Reorganization
On December 29, 2021, Novus Capital Corporation II, a Delaware corporation (the
"Company") entered into a subscription agreement (the "Subscription Agreement")
with an accredited investor (the "Subscriber"), pursuant to which the Subscriber
agreed to purchase, and the Company agreed to sell to the Subscriber, 5,000,000
shares of Class A Common Stock, par value $0.0001 per share (the "Additional
PIPE Shares"), for a purchase price of $10.00 per share and an aggregate
purchase price of $50,000,000 in a private placement. Pursuant to the
Subscription Agreement, the Additional PIPE Shares will be sold upon the same
terms and conditions as those set forth in those certain Subscription Agreements
entered into between the Company and certain other investors on September 8,
2021 in connection with the execution of that certain business combination
agreement and plan of reorganization (the "Business Combination Agreement"), on
September 8, 2021, by and among the Company, NCCII Merger Corp., a Delaware
corporation and wholly owned subsidiary of the Company ("Merger Sub"), and
Energy Vault, Inc., a Delaware corporation ("Energy Vault"), pursuant to which
Energy Vault will be merged with and into Merger Sub (the "Merger," together
with the other transactions related thereto, the "Proposed Transactions"), with
Energy Vault surviving the Merger as a wholly owned subsidiary of the Company.
The closing of the sale of the Additional PIPE Shares pursuant to the
Subscription Agreement is contingent upon, among other customary closing
conditions, the concurrent consummation of the Proposed Transactions. The
purpose of the sale of the Additional PIPE Shares is to raise additional capital
for use by the combined company following the closing of the Proposed
Transactions.
The foregoing description of the Subscription Agreement is qualified in its
entirety by reference to the full text of the form of the Subscription
Agreement, a copy of which is included as Exhibit 10.3 to the Company's Current
Report on Form 8-K filed on September 9, 2021, and incorporated herein by
reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference herein. The securities of the Company that may be
issued in connection with the Subscription Agreement will not be registered
under the Securities Act of 1933, as amended (the "Securities Act") in reliance
on the exemption from registration provided by Section 4(a)(2) of the Securities
Act and/or Regulation D promulgated thereunder.
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