Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On November 14, 2021, the audit committee of the board of directors (the "Audit
Committee") and management of Novus Capital Corporation II (the "Company"),
after discussions with Marcum LLP ("Marcum"), the Company's independent
registered public accounting firm, concluded that the audited balance sheet
filed on Form 8-K as of February 8, 2021, and the unaudited financial statements
included in the Company's Quarterly Reports for the periods ended March 31, 2021
and June 30, 2021 should no longer be relied upon.
In Novus' initial public offering, Novus accounted for a portion of the
proceeds received from the offering as stockholders' equity. In connection with
the preparation of the Company's financial statements as of and for the period
ended September 30, 2021, Novus' management identified errors made in its
historical financial statements where, the Company improperly classified some of
its Class A common stock subject to possible redemption. In accordance with
Accounting Standards Codification ("ASC") 480-10-S99, redemption provisions not
solely within the control of the Company would require common stock subject to
redemption to be classified outside of permanent equity. The Company had
previously classified some Class A common stock shares in permanent equity. The
Company performed a quantitative assessment under SAB 99 and concluded that a
restatement is required of Novus' financial statements to classify all Class A
common stock subject to possible redemption as temporary equity. The Company's
management has concluded that in light of the classification error described
above, that a material weakness exists in the Company's internal controls over
financial reporting and that the Company's disclosure controls and procedures
were not effective.
Based on management's conclusion and after a discussion, evaluation and
consultation with Marcum, the Audit Committee concluded that the audited balance
sheet filed on Form 8-K as of February 8, 2021, and the Company's unaudited
financial statements included in the Company's Quarterly Reports for the periods
ended March 31, 2021 and June 30, 2021 should no longer be relied upon.
The Audit Committee has discussed the matters disclosed in this Current Report
on Form 8-K pursuant to this Item 4.02 with Marcum. Marcum was provided with a
copy of the disclosures made herein and was given the opportunity to review
these disclosures.
The restatement was included in the Company's financial statements included in
the Company's Quarterly Report for the period ended September 30, 2021.
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