Energy Vault SA agreed to acquire Novus Capital Corporation II (NYSE:NXU) in a reverse merger transaction for $1.2 billion on September 8, 2021. Transaction values the combined company at an implied pro-forma enterprise value of $1.1 billion. Under the terms of the transaction, Novus Capital Corporation II will acquire each share of Energy Vault common stock will be canceled and converted into the right to receive the number of shares of Novus common stock equal to the quotient obtained by dividing (i) 100,000,000 by (ii) the total number of shares of Company common stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Company common stock basis, and including, without limitation or duplication, the number of shares of Company Common Stock issuable upon conversion of the Company preferred stock, the number of shares of Company common stock subject to unexpired, issued and outstanding awards of equity issued pursuant to the Energy Vault, Inc. 2017 Stock Incentive Plan and the Energy Vault, Inc. 2020 Stock Plan (“Company Awards”) and Company Awards that the Company has committed to grant but has not yet granted as of immediately prior to the Effective Time, excluding any shares of Company Series C Preferred Stock and unissued or uncommitted Company equity awards (the “Exchange Ratio”); All shares of Energy Vault common stock and preferred stock held in the treasury will be canceled without any conversion thereof and no payment or distribution will be made; Each option of Energy Vault will be assumed, converted and/or substituted by Novus into an option to purchase a number of shares of Novus common stock; each restricted stock units of Energy Vault will be assumed, converted and/or substituted by Novus into an award of restricted stock units to acquire shares of Novus common stock and each Energy Vault restricted share award, whether vested or unvested, will be assumed, converted and/or substituted by Novus into a restricted stock award with respect to a number of shares of Novus common stock. In addition, subject to certain exceptions, during the period between the date that is 90 days following the Closing and the third anniversary of the Closing (the “Earn Out Period”), the Novus will issue to eligible Company equity holders up to 9,000,000 additional shares of Novus Common Stock in the aggregate (the “Earn Out Shares”) in three equal tranches of 3,000,000 Earn Out Shares, respectively, upon Novus' achieving price targets of $15.00, $20.00 or $30.00, respectively, which price targets will be based upon the closing sale price of one share of Novus Common Stock quoted on the New York Stock Exchange. Pursuant to the proposed business combination, the combined company is expected to receive up to $388 million in gross cash proceeds from a combination of cash from a $100 million committed stock PIPE and $288 million in cash held in Novus' trust account, assuming no public stockholders exercise their redemption rights at closing. Upon closing of the transaction, the combined company will be named Energy Vault Holdings, Inc. and is expected to be listed on the NYSE under the ticker symbols “GWHR” and “GWHR WS,” respectively. The aggregate consideration to be received by the Energy Vault Stockholders 108,963,033 shares. Post-closing, Energy Vault SA will hold 70.7% of the combined company. On December 29, 2021, Novus Capital Corporation II entered into a subscription agreement with an accredited investor 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 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 and Energy Vault, Inc., a Delaware corporation pursuant to which Energy Vault will be merged with and into Merger Sub with Energy Vault surviving the Merger as a wholly owned subsidiary of the Company. As of February 1, 2022, Atlas Renewable LLC has executed a subscription agreement committing a $50 million investment to Novus's PIPE and Novus's PIPE upsized to $200 million. As a result of this increased PIPE investment, the minimum cash condition for the business combination has been satisfied.

The combined company will be led by successful entrepreneur Robert Piconi as Chairman and Chief Executive Officer. As part of the transaction, Novus Chairman Larry Paulson will join the post-closing Board of Directors. The closing is subject to the approval of Energy Vault's stockholders, Novus' stockholders, and other customary closing conditions, including Novus' registration statement being declared effective by the Securities and Exchange Commission (the “SEC”), the shares of Novus Common Stock are listed on the NYSE, all regulatory approvals, execution of registration rights agreement and the expiration of the HSR Act waiting period. The Boards of Directors of both Energy Vault and Novus have unanimously approved the proposed transaction. As of January 24, 2022, Registration Statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. The Special Meeting to approve the pending Business Combination, among other items, is scheduled to be held on February 10, 2022. As of February 10, 2022, the stockholders of Novus Capital Corporation II approved the transaction. Transaction is expected to close in the first quarter of 2022. As of February 10, 2022, the business combination is expected to close on February 11, 2022.

Cowen and Company, LLC, Guggenheim Securities LLC, Stifel Financial Corp. and Goldman Sachs & Co. LLC acted as financial advisors while Michael H. Irvine of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP acted as legal advisor to Energy Vault. Morrow Sodali LLC acted as the proxy solicitor, Mark Zimkind of Continental Stock Transfer & Trust Company acted as the transfer agent, Cassel Salpeter & Co., LLC acted as the financial advisor and fairness opinion provider, Cowen and Company, LLC is serving as financial advisor while Robert J. Mittman and Kathleen Cunningham of BlankRome LLP is serving as legal advisor to Novus Capital Corporation II. Cassel Salpeter & Co., LLC received an advisory fee of $0.14 million. Morrow Sodali LLC will receive an advisory fee of $35000.