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As filed with the Securities and Exchange Commission on November 24, 2021

Registration No. 333-260307

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

FORM S-4

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8556 Oakmont Lane

Indianapolis, IN 46260

(317) 590-6959

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(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Novus Capital Corporation II

8556 Oakmont Lane

Indianapolis, IN 46260

Attention: Robert J. Laikin

(317) 590-6959

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(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and after all conditions under the Business Combination Agreement to consummate the proposed merger are satisfied or waived.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

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PRELIMINARY PROXY STATEMENT AND PRELIMINARY PROSPECTUS

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Novus is holding a special meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Novus special meeting of stockholders, which will be held on            , 2021, at 10:00 a.m., Eastern time, via live webcast at the following address:           , unless postponed or adjourned to a later date, Novus will ask its stockholders to adopt the Business Combination Agreement thereby approving the Business Combination and approve the other proposals described in this proxy statement/prospectus.

After careful consideration, Novus’s board of directors has unanimously approved the Business Combination Agreement and the other proposals described in this proxy statement/prospectus, and Novus’s board of directors has determined that it is advisable to consummate the Business Combination. The board of directors of Novus recommends that its stockholders vote “FOR” each of the proposals described in this proxy statement/prospectus.

More information about Novus, Energy Vault and the Business Combination is contained in this proxy statement/prospectus. Novus and Energy Vault urge you to read the accompanying proxy statement/prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 47 OF THIS PROXY STATEMENT/PROSPECTUS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

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            , 2021

The accompanying proxy statement/prospectus is dated            , 2021 and is first being mailed to the stockholders of Novus on or about that date.

Your vote is very important. Whether or not you plan to attend the special meeting of Novus’s stockholders online, please submit your proxy by completing, signing, dating and mailing the enclosed proxy card in the pre-addressed postage paid envelope or by using the telephone or Internet procedures provided to you by your broker or bank. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting of Novus’s stockholders and vote online, you must obtain a proxy from your broker or bank.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE BUSINESS COMBINATION DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

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NOVUS CAPITAL CORPORATION II

8556 Oakmont Lane

Indianapolis, IN 46260

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON            , 2021

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To the Stockholders of Novus Capital Corporation II:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “special meeting”) of Novus Capital Corporation II, a Delaware corporation (“Novus,” “we,” “our” or “us”), will be held on            , 2021, at 10:00 a.m., Eastern time, via live webcast at the following address:

You are cordially invited to attend the special meeting for the following purposes:

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In light of the ongoing health concerns relating to the COVID-19 pandemic and to best protect the health and welfare of Novus’s stockholders and personnel, the special meeting will be held completely virtually, conducted only via webcast at the following address:                 . There will be no physical meeting location. Stockholders are nevertheless urged to vote their proxies by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope.

Only holders of record of shares of Novus Common Stock and Novus Class B Common Stock at the close of business on            , 2021 are entitled to notice of the virtual special meeting and to vote at the virtual special meeting and any adjournments or postponements thereof. A complete list of Novus’s stockholders of record entitled to vote at the virtual special meeting will be available at the virtual special meeting and for ten days before the virtual special meeting at Novus’s principal executive offices for inspection by stockholders during ordinary business hours for any purpose germane to the virtual special meeting.

Pursuant to Novus’s amended and restated certificate of incorporation, Novus is providing the holders of shares of Novus Class A Common Stock (the “Novus Common Stock”) originally sold as part of the units issued in our initial public offering (the “IPO” and such holders, the “Public Stockholders”) with the opportunity to redeem, upon the Closing, shares of Novus Common Stock then held by them for cash equal to their pro rata share of the aggregate amount on deposit (as of two business days prior to the Closing) in the trust account (the “Trust Account”) that holds the proceeds (including interest not previously released to Novus to pay its income taxes or any other taxes payable) from the IPO and a concurrent private placement of warrants to the initial stockholders of Novus listed on Schedule C of the Business Combination Agreement (“Novus Initial Stockholders”) and NCCII Co-Invest LLC (together with the Novus Initial Stockholders, the “Founders”). For illustrative purposes, based on the fair value of cash and marketable securities held in the Trust Account as of       , 2021 of approximately $287.5 million, the estimated per share redemption price would have been approximately $10.00. Public stockholders may elect to redeem their shares whether or not they are holders as of the record date and whether or not they vote for the Business Combination Proposal. A Public Stockholder, together with any of his, her or its affiliates or any other person with whom he, she or it is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Novus Common Stock. Holders of Novus’s outstanding warrants sold in the IPO, which are exercisable for shares of Novus Common Stock under certain circumstances, do not have redemption rights in connection with the Business Combination. In connection with the IPO, the Founders agreed for no additional consideration to waive their redemption rights in connection with the consummation of the Business Combination with respect to their respective Founder’s shares (but not with respect to any shares of Novus Common Stock purchased in the PIPE or in the open market), and such Founder’s shares will be excluded from the pro rata calculation used to determine the per share redemption price. As of       , 2021, the record date for the special meeting of stockholders (the “Record Date”), the Founders, including Novus’s officers and directors, own approximately % of outstanding Novus Common Stock. The Novus Initial Stockholders, including Novus’s officers and directors, have agreed to vote any shares of Novus Common Stock owned by them in favor of the Business Combination.

Novus may not consummate the Business Combination unless the Business Combination Proposal, each of the Charter Proposals, the Equity Incentive Plan Proposal and the NYSE Proposal are approved at the special meeting, each of which is conditioned upon all such proposals having been approved at the special meeting. The approval of the Business Combination Proposal and the NYSE Proposal requires the affirmative vote (virtually in person or by proxy) of holders as of the Record Date of a majority of the then outstanding shares of Novus Common Stock and Novus Class B Common Stock entitled to vote thereon at the special meeting, voting together as a single class. Approval of the Charter Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of the Novus Common Stock and Novus Class B Common Stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Novus Class B Common Stock then outstanding, voting separately as a single class.

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The approval of the Equity Incentive Plan Proposal requires that the holders of a majority of the shares of Novus Common Stock and the Novus Class B Common Stock represented in person online or by proxy and voted thereon at the special meeting vote “FOR” each such proposal, voting together as a single class. The Adjournment Proposal is not conditioned on the approval of any other Stockholder Proposal set forth in the accompanying proxy statement/prospectus.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC at (800) 662-5200.

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         , 2021

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ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC, by Novus (File No. 333-260307) (the “Registration Statement”), constitutes a prospectus of Novus under Section 5 of the Securities Act, with respect to the shares of Combined Company Common Stock to be issued if the Business Combination described herein is consummated. This document also constitutes a notice of meeting and a proxy statement/prospectus under Section 14(a) of the Exchange Act with respect to the special meeting of Novus’s stockholders at which Novus’s stockholders will be asked to consider and vote upon a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

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FREQUENTLY USED TERMS

In this document:

“Adjournment Proposal” means a proposal to adjourn the special meeting of the stockholders of Novus to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote at such special meeting.

“broker non-vote” means the failure of a Novus stockholder, who holds his or her shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of September 8, 2021, as may be amended from time to time, by and among Novus, Energy Vault and Merger Sub.

“Business Combination Proposal” means the proposal to approve the adoption of the Business Combination Agreement and the Business Combination.

“Cassel Salpeter” means Cassel Salpeter & Co., LLC, who acted as financial advisor to the Special Committee of Novus’s Board of Directors.

“Charter Proposals” means the proposals to consider and vote upon each of the amendments to Novus’ amended and restated certificate of incorporation listed on the Proxy Card to amend certain provisions in connection with the Business Combination.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Combined Company” means Novus, immediately upon consummation of the Business Combination.

“Combined Company Common Stock” means the Novus Common Stock, immediately upon consummation of the Business Combination.

“Combined Company Stockholders” means the holders of Novus Common Stock, immediately upon consummation of the Business Combination.

“Cowen” means Cowen and Company, LLC, who acted as underwriter of Novus’s initial public offering and is acting as co-placement agent for the PIPE.

“Cowen Investments” means NCCI Co-Invest.

DGCL” means the Delaware General Corporation Law.

“Earn Out Period” means the period commencing on the Closing and ending on the three year anniversary of the Closing.

“Earn Out Shares” means up to 9,000,000 additional Combined Company Common Stock issuable upon the achievement of certain earn out targets.

“Energy Vault” means Energy Vault, Inc., a Delaware corporation.

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“Energy Vault Awards” means all awards of equity issued pursuant to Energy Vault equity plans or otherwise, whether or not exercisable and whether or not exercisable, that are outstanding immediately prior to the Effective Time, including Energy Vault Options, Energy Vault Restricted Shares and Energy Vault RSUs.

“Energy Vault Common Stock” means Energy Vault’s common stock, par value $0.0001 per share.

“Energy Vault Options” means all outstanding options to purchase shares of Energy Vault Common Stock, whether or not exercisable and whether or not vested, issued under Energy Vault equity plans or otherwise that are outstanding immediately prior to the Effective Time.

“Energy Vault Preferred Stock” means, collectively, the Series FR Preferred Stock, par value $0.0001 per share, the Series Seed 1 Preferred Stock, par value $0.0001 per share, Series Seed 2 Preferred Stock, par value $0.0001 per share, the Series A-1 Preferred Stock, par value $0.0001 per share, Series A-2 Preferred Stock, par value $0.0001 per share, Series B Preferred Stock, par value $0.0001 per share, the Series B-1 Preferred Stock, par value $0.0001 per share, and the Series C Preferred Stock, par value $0.0001, in each case, of Energy Vault.

“Energy Vault Requisite Approval” means the affirmative vote of (i) the holders of at least a majority of the shares of Energy Vault Common Stock and Energy Vault Preferred Stock (on an as-converted basis)] outstanding, voting together as a single class, (ii) the holders of at least a majority of the Energy Vault Preferred Stock (on an as-converted basis) outstanding, voting together as a single class.

“Energy Vault Restricted Shares” means the shares of Energy vault Common Stock subject to forfeiture restrictions, repurchase restrictions or other restrictions pursuant to any Energy Vault equity plan or otherwise.

“Energy Vault RSUs” means all restricted stock units which represent the right to receive shares of Energy Vault Common Stock, whether or not vested, immediately prior to the Closing under Energy Vault equity plans or otherwise and that are outstanding as of immediately prior to the Effective Time.

“Energy Vault Stockholders” means holders of Energy Vault Common Stock and Energy Vault Preferred Stock.

“Equity Incentive Plan Proposal” means the proposal to approve the adoption of the Energy Vault Holdings, Inc. 2021 Equity Incentive Plan.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Ratio” means the following ratio (rounded to four decimal places): the quotient obtained by dividing (a) 100,000,000 by (b) the number of shares of Energy Vault Common Stock issued and outstanding on a fully-diluted basis (other than the shares of Energy Vault Common Stock issuable upon conversion of the Series C Preferred Stock immediately prior to the Effective Time).

“Existing Certificate of Incorporation” means the amended and restated Certificate of Incorporation of Novus as in effect prior to the adoption of the Charter Proposals.

“Founders” means the Novus Initial Stockholders and NCCII Co-Invest LLC (an affiliate of Cowen).

“Founder Shares” means the Initial Stockholder Shares and NCCII Shares.

“GAAP” means United States generally accepted accounting principles.

“Goldman Sachs” means Goldman Sachs & Co. LLC, who is acting as co-placement agent for the PIPE.

“Guggenheim” means Guggenheim Securities, LLC, who is acting as co-placement agent for the PIPE.

“Helena SPV” means HSI Energy Vault I LLC, a special purpose vehicle of which Helena Special Investments GP LLC is the managing member and formed for the purpose of making an investment in Energy Vault.

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“Initial Stockholder Shares” means the 6,579,861 shares of Novus’s Class B common stock, initially purchased by the Novus Initial Stockholders in a private placement in connection with the IPO of which 657,986 shares will be forfeited upon the consummation of the Business Combination and the remaining 5,921,874 shares will automatically convert to Novus Common Stock upon consummation of a business combination by Novus.

“IPO” means Novus’s initial public offering of units, consummated on February 8, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Merger” means the merging of Merger Sub with and into Energy Vault, with Energy Vault surviving the Merger as a wholly-owned subsidiary of Novus.

“Merger Sub” means NCCII Merger Corp., a Delaware corporation and wholly-owned subsidiary of Novus.

“Merger Sub Common Stock” means Merger Sub’s common stock, par value $0.001 per share.

“Minimum PIPE Commitment” means at least an aggregate of $100.0 million committed pursuant to the PIPE.

“NCCII Co-Invest” means NCCII Co-Invest LLC, an affiliate of Cowen.

“NCCII Shares” means the 607,639 shares of Novus’s Class B common stock, $0.0001 par value, initially purchased by NCCII Co-Invest in a private placement in connection with the IPO and which will automatically convert to Novus Common Stock upon consummation of a business combination by Novus.

“Novus” means Novus Capital Corporation II, a Delaware corporation.

“Novus Class B Common Stock” means stock, par value $0.0001 per share.

“Novus Common Stock” means Novus’s Class A common stock, par value $0.0001 per share.

“Novus Initial Stockholders” means the initial stockholders of Novus, including Novus’s officers and Novus’s directors, listed on Schedule C of the Business Combination Agreement.

“Novus Unit” means one share of Novus Common Stock and one-third of one Novus Warrant.

“Novus Warrant Agreement” means the warrant agreement, dated as of February 2, 2021, by and between Novus and Continental Stock Transfer & Trust Company, governing the Novus Warrants.

“Novus Warrants” means warrants to purchase shares of Novus Common Stock as contemplated under the Novus Warrant Agreement, with each warrant exercisable for one share of Novus Common Stock at an exercise price of $11.50.

“NYSE” means the New York Stock Exchange.

“NYSE Proposal” means the proposal to consider and vote to issue Combined Company Common Stock to (i) Energy Vault’s stockholders as a result of the Merger pursuant to the Business Combination Agreement, (ii) the investors in the PIPE, and (iii) issue equity awards under the 2021 Plan if such plan is approved in accordance with Proposal 3 (Equity Incentive Plan Proposal).

“PCAOB” means the Public Company Accounting Oversight Board.

“PCAOB Audited Financials” means the audited consolidated balance sheet of Energy Vault as of December 31, 2019 and December 31, 2020, and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and shareholders’ deficit and cash flows of Energy Vault for such periods, and the related notes to the consolidated financial statements, each audited in accordance with the auditing standards of PCAOB.

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“PIPE” means that certain private placement in the aggregate amount of approximately $100.0 million, to be consummated immediately prior to the consummation of the Business Combination, pursuant to those certain Subscription Agreements with Novus, and subject to the conditions set forth therein, the Subscribers will purchase approximately 10,000,000 shares of Novus Common Stock at a purchase price of $10.00 per share.

“PIPE Shares” means an aggregate of approximately 10,000,000 shares of Novus Common Stock to be issued to Subscribers in the PIPE.

“Private Warrants” means the warrants to purchase shares of Novus Common Stock purchased in a private placement in connection with the IPO.

“Proposed Certificate of Incorporation” means the amended and restated certificate of incorporation of Novus, giving effect to the Charter Proposals.

“Proposed Transactions” means the Business Combination and the transactions related thereto.

“Public Shares” means shares of Novus Common Stock issued as a component of the Novus units sold in the IPO.

“Public Stockholders” means the holders of shares of Novus Common Stock.

“Public Warrants” means the warrants included as a component of the Novus units sold in the IPO, each of which is exercisable for one share of Novus Common Stock, in accordance with its terms.

“Restricted Shares” means the 4,851,561 Founder Shares subject to vesting and forfeiture restrictions set forth in the Sponsor Restricted Stock Agreement.

“SEC” means the U.S. Securities and Exchange Commission.

“Series C Interim Convertible Preferred Stock” means 165,177 shares of Series C Preferred Stock of Energy Vault issued subsequent to the execution of the Business Combination Agreement.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“Stockholder Proposals” means, individually or collectively as context requires, the Business Combination Proposal, the Charter Proposals, the Equity Incentive Plan Proposal, the NYSE Proposal and/or the Adjournment Proposal.

“Subscribers” means the purchasers of the PIPE Shares.

“Subscription Agreement” means the agreements pursuant to which the Subscribers agreed to purchase, and Novus agreed to sell, approximately 10,000,000 shares of Novus Common Stock at a purchase price of $10.00 per share immediately prior to the consummation of the Business Combination.

“Subsequent Transaction” means any sale, merger, liquidation, exchange offer or similar transaction the Combined Company consummates after the Merger.

“Surviving Corporation” means the entity surviving the Merger as a wholly-owned subsidiary of Novus.

“Triggering Event I” means the first date on which the Combined Company Common Stock closing price over any twenty trading days within a thirty consecutive trading day period during the Earn Out Period is greater than or equal to $15.00 (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Combined Company Common Stock occurring on or after the Closing).

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“Triggering Event II” means the first date on which the Combined Company Common Stock closing price over any twenty trading days within a thirty (30) consecutive trading day period during the Earn Out Period is greater than or equal to $20.00 (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Combined Company Common Stock occurring on or after the Closing).

“Triggering Event III” means the first date on which the Combined Company Common Stock closing price over any twenty trading days within a thirty consecutive trading day period during the Earn Out Period is greater than or equal to $30.00 (which shall be equitably adjusted to reflect stock splits, reverse stock splits, stock dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or other like change or transaction with respect to the Combined Company Common Stock occurring on or after the Closing).

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Warrants.

“Written Consent” means the irrevocable written consent, in form and substance reasonably acceptable to Novus, of holders of Energy Vault Common Stock or Energy Vault Preferred Stock constituting the Energy Vault Requisite Approval (including the Key Company Stockholders (as defined in the Business Combination Agreement)) in favor of the approval and adoption of the Business Combination Agreement and the Merger and all other transactions relating to the Business Combination.

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QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Novus’s stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

The Novus Common Stock, Novus Warrants and Novus Units are currently listed on the NYSE under the symbols “NXU,” “NXU WS” and “NXU.U,” respectively. Novus has applied to list the shares of common stock and the warrants of the Combined Company on the NYSE under the symbols “NRGV” and “NRGV WS,” respectively, upon Closing. All outstanding Novus Units will be separated into their component securities immediately prior to the Closing. Accordingly, Novus will no longer have any units following consummation of the Business Combination, and therefore Novus will instruct the NYSE to remove the listing of the Novus Units immediately following the consummation of the Business Combination. Upon Closing, Novus intends to change its name from “Novus Capital Corporation II” to “Energy Vault Holdings, Inc.”.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Novus with respect to the Combined Company Common Stock issuable in connection with the Business Combination.

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The approval of the Business Combination Proposal requires the affirmative vote (virtually in person or by proxy) of the holders of a majority of the then outstanding shares of Novus Common Stock and Novus Class B Common Stock entitled to vote thereon at the special meeting, voting together as a single class. Accordingly, a Novus stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against this Stockholder Proposal.

Approval of the Charter Proposals requires the affirmative vote of the holders of a majority of the outstanding shares of the Novus Common Stock and Novus Class B Common Stock, voting together as a single class, and the affirmative vote of the holders of a majority of the Novus Class B Common Stock then outstanding, voting separately as a single class. Accordingly, a Novus stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against these Stockholder Proposals.

The approval of the Equity Incentive Plan Proposal and Adjournment Proposal requires the affirmative vote (virtually in person or by proxy) of the holders of a majority of the shares of Novus Common Stock and Novus Class B Common Stock, that are voted at the special meeting of stockholders, voting together as a single class. Accordingly, a Novus stockholder’s failure to vote by proxy or to vote online at the virtual special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on these Stockholder Proposals.

The approval of the NYSE Proposal requires the affirmative vote (virtually in person or by proxy) of a majority of the shares of Novus Common Stock and Novus Class B Common Stock that are voted at the special meeting of stockholders, voting together as a single class. Pursuant to the rules of the NYSE, abstentions from voting are counted as a vote against the NYSE Proposal.

As of the Record Date, the Novus Founders beneficially owned an aggregate of 7,187,500 shares of Novus Class B Common Stock, constituting all of the outstanding shares of Novus Class B Common Stock and approximately 20.0% of the outstanding shares of Novus Common Stock and Novus Class B Common Stock in the aggregate. Pursuant to the Sponsor Support Agreement, the Novus Founders have agreed to vote all of their Initial Stockholder Shares and any Public Shares acquired by them in favor of the Business Combination and each of the Stockholder Proposals. As of the date of this proxy

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statement/prospectus, certain of the Founders and their affiliates have agreed to purchase an aggregate of 1,100,000 shares of Novus Common Stock in the PIPE; however, such shares will not be outstanding as of the Record Date and will not be enabled to vote in the Novus special meeting of stockholders.

Novus will hold a special meeting of its stockholders to consider and vote upon these proposals. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the special meeting. Stockholders should read it carefully.

The vote of stockholders is important. Stockholders are encouraged to vote by submitting their proxy as soon as possible after carefully reviewing this proxy statement/prospectus.

It is important for you to note that in the event that the Business Combination Proposal is not approved, then Novus will not consummate the Business Combination. If Novus does not consummate the Business Combination and fails to complete an initial business combination by February 8, 2023 or obtain the approval of Novus’s stockholders to extend the deadline for Novus to consummate an initial business combination, then Novus will be required to dissolve and liquidate.

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Novus received $287.5 million from its IPO and sale of the Private Warrants, which was placed into the Trust Account immediately following the IPO. In accordance with the Existing Certificate of Incorporation, holders of Public Shares may redeem such shares for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account upon the consummation of the Business Combination. See the question titled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?” for more information.

There are currently 28,750,000 shares of Novus Common Stock and 7,187,500 shares of Novus Class B Common Stock issued and outstanding. In addition, there are currently 14,749,999 Novus Warrants issued and outstanding, consisting of 9,583,333 Public Warrants and 5,166,666 Private Warrants. Each whole Novus Warrant entitles the holder thereof to purchase one share of Novus Stock at a price of $11.50 per share. The Novus Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation.

Under the Existing Certificate of Incorporation, all holders of Public Shares have the opportunity to have their Public Shares redeemed upon the consummation of a business combination. The Private Warrants are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.

In connection with the IPO, all of the Founders agreed for no additional consideration to waive their redemption rights with respect to their Founder Shares and any Public Shares that they may have acquired during or after the IPO in connection with the completion of Novus’s business combination. The Founder Shares will be excluded from the pro rata calculation used to determine the per share redemption price. For illustrative purposes, based on funds in the Trust Account of approximately $287.5 million on [*], 2021, the estimated per share redemption price would have been approximately $10.00 Additionally, Public Shares properly tendered for redemption will only be redeemed if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest shall be net of taxes payable by Novus), in connection with the liquidation of the Trust Account.

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A physical stock certificate will not be needed if your stock is delivered to Novus’s transfer agent electronically. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and Novus’s transfer agent will need to act to facilitate the request. It is Novus’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Novus does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. Under Novus’s bylaws, Novus is required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than anticipated for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem Public Shares, its shares may not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with Novus’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to Novus’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that Novus’s transfer agent return the shares (physically or electronically). You may make such request by contacting Novus’s transfer agent at the phone number or address listed under the question, “Who can help answer my questions?”.

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the PIPE, certain of the Founders and their affiliates agreed to purchase an aggregate of 1,100,000 shares of Novus Common Stock.

In no event will Novus redeem Public Shares in an amount that would cause its net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) to be less than $5,000,001 after giving effect to the exercise of redemption rights. If enough Public Stockholders exercise their redemption rights such that Novus cannot satisfy the net tangible asset requirement, Novus would not proceed with the redemption of our Public Shares or the Business Combination, and instead may search for an alternate business combination.

As a result of redemptions, the trading market for the Combined Company’s common stock may be less liquid than the market for Novus Common Stock was prior to the Business Combination and the Combined Company may not be able to meet the listing standards of the NYSE or any other national securities exchange.

Additionally, with fewer funds available from the trust account, the capital infusion from the Trust Account into the Combined Company will be reduced and it may not be able to achieve its business plan and may require additional financing sooner than currently anticipated.

If Novus does not complete the business combination with Energy Vault for whatever reason, Novus would search for another target business with which to complete a business combination. If Novus does not complete a business combination with Energy Vault or another target business by February 8, 2023, Novus must redeem 100% of the outstanding Public Shares, at a per share price, payable in cash, equal to the amount then held in the Trust Account divided by the number of then outstanding Public Shares. The Founders have no redemption rights in the event a business combination is not consummated in the required time period, and, accordingly, their Founder Shares will be worthless. Additionally, in the event of such a liquidation, as described above, there will be no distribution with respect to outstanding Novus Warrants and, accordingly, the Novus Warrants will expire and be worthless.

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The Novus board of directors also considered the Business Combination in light of the investment criteria set forth in Novus’s final prospectus for its IPO including, without limitation, that based upon Novus’s analyses and due diligence, Energy Vault has the potential to be a market leader and has substantial future growth opportunities, all of which the Novus board of directors believes have a strong potential to create meaningful stockholder value following the consummation of the Business Combination.

The above discussion of the material factors considered by the Novus board of directors is not intended to be exhaustive but does set forth the principal factors considered by the Novus board of directors. For more information, see the section titled “The Background of the Business Combination — Novus’s Board of Directors’ Reasons for the Approval of the Business Combination.”

A Novus Public Stockholder may exercise its redemption rights, which will not result in the loss of any Warrants that the Novus Public Stockholder may hold. Accordingly, even if the maximum number of shares was redeemed, there would still be 9,583,333 Public Warrants and 5,166,666 Private Warrants outstanding. Further, if the Combined Company Common Stock is trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to non-redeeming stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming stockholders. As of            , 2021, the Record Date, the closing price of the warrants was $       per warrant.

The potential impact of different redemption levels is illustrated below through a comparison of a no redemption, illustrative redemption, contractual maximum redemption and minimum cash condition waiver scenarios (as described below). In the sensitivity table below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of the Combined Company, assuming no dilution from any of the Public Warrants, Private Warrants, Energy Vault Options, Energy Vault RSUs or the Earn Out Shares (“Additional Dilution Sources”), would be (a) $1,541,817,880 in the no redemption scenario, (b) $1,384,708,510 in the illustrative redemption scenario, and (c) $1,301,679,700 in the contractual maximum redemption scenario. Additionally, the sensitivity

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table below sets forth the potential additional dilutive impact of each of the Additional Dilution Sources in each redemption scenario. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming stockholders.

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Such directors will be appointed, effective as of the consummation of the Business Combination, by the Novus Board in accordance with Novus’s organizational documents.

Immediately following the consummation of the Business Combination, we expect that the following will be the officers of the Combined Company: Robert Piconi, Chief Executive Officer, Andrea Wuttke, Chief Financial Officer and Andrea Pedretti, Chief Technology Officer. See the section titled “Management After the Business Combination” for information about such officers and the Combined Company’s other executive officers.

However, you will not become a Combined Company Stockholder following the Closing because only Novus’s stockholders on the date of the Closing will become Combined Company Stockholders.

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directors, officers or advisors, or their affiliates, purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. The purpose of these purchases would be to increase the amount of cash available to Novus for use in the Business Combination.

In addition, certain of the officers and directors and their affiliates have agreed to purchase an aggregate of 1,100,000 shares of Novus Common Stock in the PIPE. These shares to be purchased in the PIPE will not be outstanding on the Record Date and will not be entitled to vote at the Novus special meeting of stockholders.

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Accordingly, our board of directors and officers and their affiliates will hold securities of Novus (directly or indirectly and excluding shares of Novus Common Stock which certain directors agreed to purchase in the PIPE) with an aggregate value of $[ ] based on the closing prices of Novus Common Stock and warrants of $[*] and $[*], respectively on the NYSE on [*], 2021, the Record Date. For these reasons, our board of directors and officers and their affiliates will receive a benefit from the completion of the Business Combination. These interests may incentivize our directors and officers to complete a business combination of a less favorable target company or on terms less favorable to stockholders rather than liquidate and to vote in favor of approval of the Stockholder Proposals.

These interests may influence Novus’s board of directors in making their recommendation that you vote in favor of the approval of the Stockholder Proposals. You should also read the section titled “The Business Combination — Interests of Novus’s Directors and Officers in the Business Combination.”

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Accordingly, our Founders (including our directors and officers) and their affiliates) will hold securities of Novus (directly or indirectly and excluding shares of Novus Common Stock which Founders agreed to purchase in the PIPE) and receive cash fees with an aggregate value of $[   ] based on the closing prices of Novus Common Stock and warrants of $[*] and $[*], respectively on the NYSE on [*], 2021, the Record Date. None of our Founders have any loans to us that are outstanding and any reimbursable expenses of our Founders will be paid from our available cash prior to the consummation of the Business Combination and will not be dependent upon the consummation of the Business Combination.

For these reasons, our Founders (including our directors and officers) and their affiliates will receive a benefit from the completion of the Business Combination. These interests may incentivize our Founders (including our directors and officers) to complete a business combination of a less favorable target company or on terms less favorable to stockholders rather than liquidate and to vote in favor of approval of the Stockholder Proposals

These interests may influence Novus’s board of directors in making their recommendation that you vote in favor of the approval of the Stockholder Proposals. You should also read the section titled “The Business Combination — Interests of Novus’s Directors and Officers in the Business Combination.”

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Combination proposal means you will not have any redemption rights in connection with the Business Combination to exchange your shares of common stock for a pro rata share of the aggregate amount of funds held in the Trust Account as of two business days prior to the Closing, including any interest thereon but net of any income or other taxes payable. If you fail to take any action with respect to the special meeting and the Business Combination is not approved, you will continue to be a stockholder and/or warrant holder of Novus.

As of the Record Date for the special meeting, 17,968,751 shares of Novus Common Stock and Novus Class B Common Stock will be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote online at the virtual special meeting of stockholders. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders virtually present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

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Morrow Sodali LLC

470 West Avenue

Stamford, CT 06902

Telephone: (800) 662-5200

(Banks and brokers can call collect at: (203) 658-9400)

Email: NXU.info@investor.morrowsodali.com

You may also contact Novus at:

Novus Capital Corporation II

8556 Oakmont Lane

Indianapolis, IN 46260

Telephone: (317) 590 6959

Attention: CEO

To obtain timely delivery, Novus’s stockholders and warrant holders must request the materials no later than five business days prior to the special meeting.

You may also obtain additional information about Novus from documents filed with the SEC by following the instructions in the section titled, “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to Novus’s transfer agent prior to 4:30 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company

One State Street Plaza, 30^th Floor

New York, New York 10004

Attention: Mark Zimkind

E-mail: mzimkind@continentalstock.com

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The Merger is to become effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware, in accordance with the relevant provisions of the DGCL and mutually agreed by the parties, and will be effective immediately upon such filing or upon such later time as may be agreed by the parties and specified in such certificate of merger (such time, “Effective Time”). The parties will hold the Closing immediately prior to such filing of a certificate of merger, on the Closing Date.

The Effective Time shall occur as promptly as practicable but in no event later than three business day after the satisfaction or, if permissible, waiver of the conditions to the completion of the Business Combination set forth in the Business Combination Agreement (other than those conditions that by their nature are to be satisfied at Closing, provided that the occurrence of the Closing shall remain subject to the satisfaction or, if permissible, waiver at the Closing). Immediately prior to the Effective Time, Energy Vault shall cause each share of Energy Vault Preferred Stock that is issued and outstanding immediately prior to the Effective Time to be automatically converted into a number of shares of Energy Vault Common Stock at the then effective conversion rate as calculated pursuant to Energy Vault’s amended and restated certificate of incorporation. All of the shares of Energy Vault Preferred Stock converted into shares of Energy Vault Common Stock shall no longer be outstanding and shall cease to exist, and each holder of Energy Vault Preferred Stock shall thereafter cease to have any rights with respect to such securities.

At the Effective Time, by virtue of the Merger and without any action on the part of Novus, Merger Sub, Energy Vault or the holders of any of Energy Vault’s securities:

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Earn Out Consideration

Subject to certain exceptions, during the period between the Closing and the third anniversary of the Closing, holders of Energy Vault Common Stock and Energy Vault Equity Awards as of immediately prior to the Effective Time are eligible to receive up to 9,000,000 additional Combined Company Common Stock in the aggregate in three equal tranches of 3,000,000 Earn Out Shares, respectively, upon the occurrence of Triggering Event I, Triggering Event II and Triggering Event III, respectively.

Additionally, at the Closing, approximately 10,000,000 shares of Novus Common Stock will be issued to the Subscribers upon the closing of the PIPE.

Following the consummation of the Business Combination, the Proposed Certificate of Incorporation (as defined in the section titled “Proposal No. 2 — The Charter Proposals”) will be filed with the Office of the Secretary of State of the State of Delaware.

For more information about the Business Combination Agreement and the Business Combination, see the sections titled “Proposal No. 1 — The Business Combination Proposal” and “The Business Combination Agreement.”

Conditions to Closing

Mutual

The obligations of Energy Vault, Novus and Merger Sub to consummate the Business Combination, including the Merger, are subject to the satisfaction or waiver (where permissible) at or prior to the Closing of the following conditions:

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Novus and Merger Sub

The obligations of Novus and Merger Sub to consummate the Business Combination are subject to the satisfaction or waiver (where legally permissible) at or prior to the Closing of the following additional conditions:

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Energy Vault

The obligations of Energy Vault to consummate the Business Combination are subject to the satisfaction or waiver (where permissible) at or prior to Closing of the following additional conditions:

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For more information about the Business Combination Agreement, see the section titled “The Business Combination Agreement.”

Regulatory Matters

The Business Combination is subject to the requirements of the HSR Act, which prevents Novus and Energy Vault from completing the Business Combination until required information and materials are furnished to the Antitrust Division of the Department of Justice (“DOJ”) and the Federal Trade Commission (“FTC”) and specified waiting period requirements have been satisfied.

For more information, see the section titled “The Business Combination — Regulatory Approvals Required for the Business Combination.”

Termination Rights

The Business Combination Agreement is subject to termination prior to the Effective Time of the Business Combination as follows:

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If the Business Combination Agreement is terminated, the agreement will forthwith become void, and there will be no liability under the Business Combination Agreement on the part of any party to the Business Combination Agreement, except as set forth in the Business Combination Agreement or in the case of termination subsequent to a willful material breach of the Business Combination Agreement by a party thereto.

Except as set forth in the Business Combination Agreement, all expenses incurred in connection with the Business Combination Agreement and the Business Combination transactions shall be paid by the party incurring such expenses, whether or not the Business Combination transactions are consummated. The filing, listing, and registration fees contemplated by the Business Combination Agreement shall be paid one half by each of the parties thereto; provided, that each party shall be responsible for the fees and expenses payable by such party to its respective representatives with respect to such matters.

For more information about the Business Combination Agreement, see the section titled “The Business Combination Agreement.”

Amendments to the Charter

Pursuant to the Business Combination Agreement, at the Effective Time of the Business Combination, the Existing Certificate of Incorporation of Novus will be amended and restated to:

For more information about these amendments to the Certificate of Incorporation, see the section titled “Proposal No. 2 — The Charter Proposals.”

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Other Agreements Related to the Business Combination Agreement

Lock-Up Agreements and Registration Rights

In connection with the Closing, the Novus Initial Stockholders and certain stockholders of Energy Vault will agree, subject to certain exceptions, not to (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the SEC promulgated thereunder, with regards to any shares of Combined Company Common Stock held by them immediately after the Effective Time, or issuable upon the exercise of options to purchase shares of Combined Company Common Stock held by them immediately after the Effective Time, or securities convertible into or exercisable or exchangeable for Combined Company Common Stock held by them immediately after the Effective Time (the “Lock-up Shares”), (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any of the Lock-up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (iii) publicly announce any intention to effect any transaction specified in clause (i) or (ii) provided, however, that with respect to the Founders, the Lock-up Shares are limited to the 6,468,750 Combined Company Common Stock into which the Founder Shares held by them automatically convert into upon the Closing (after giving effect to the forfeiture of 718,750 Founder Shares), 5,166,666 Private Warrants held by the Founders and the shares of Combined Company Common Stock issuable upon exercise of the Founder Warrants. With respect to 50% of the Lock-up Shares (half of which may be Restricted Shares, as defined in the Sponsor Restricted Stock Agreement) (the “Early Release Shares”), the Lock-Up Period (as defined in the Lock-Up Agreement) shall terminate 180 days after the Closing. With respect to the shares held by any signatory of the Lock-Up Agreement that are not Early Release Shares, the Lock-Up Period shall terminate 365 days after the Closing. With respect to the 5,166,666 Private Warrants held by the Founders and the shares of Combined Company Common Stock issuable upon exercise of the Founder Warrants, the Lock-Up Period shall terminate 180 days after the Closing.

The Lock-up Shares consist of the 6,468,750 shares of Combined Company Common Stock held by the Founders (but not including shares of Novus Common Stock purchased in the PIPE and after forfeiture of 718,750 founder shares upon the Closing), 5,166,666 Private Warrants held by the Founders and the shares of Combined Company Common Stock issuable upon exercise of the Founder Warrants, at least 95% of the sum of (i) 108,963,033 shares of Combined Company Common Stock to be issued to the Energy Vault Stockholders and (ii) 6,187,789 shares of Combined Company Common Stock issuable upon (1) exercise of the Exchanged Options or (2) settlement of the Converted RSUs.

In connection with the Closing, that certain registration rights agreement dated February 2, 2021 will be amended and restated and Novus, the Founders and certain persons and entities receiving Combined Company Common Stock pursuant to the Business Combination (the “New Holders” and together with the Founders, the “Reg Rights Holders”) shall enter into that amended and restated registration rights agreement, a form of which is attached as an exhibit to the Business Combination Agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, Novus will agree that, no later than the earlier of (i) 30 calendar days after the Closing and (ii) and 20 business days following the Closing, Combined Company will file with the SEC (at the Combined Company’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Reg Rights Holders (the “Resale Registration Statement”), and Combined Company shall use commercially reasonable efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof. In certain circumstances, the Founders and the New Holders may each demand up to two registrations, which may be underwritten offerings, and all of the Reg Rights Holders will be entitled to piggyback registration rights.

For more information about the Lock-Up Agreements and Registration Rights, see the sections titled “Certain Agreements Related to the Business Combination — Lock-Up Agreements” and “Certain Agreements Related to the Business Combination — Registration Rights Agreement.”

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Sponsor Restricted Stock Agreement

In connection with the Closing, the Novus Initial Stockholders and certain stockholders of Energy Vault will agree, that the Restricted Shares shall be subject to the transfer restrictions set forth herein until satisfaction of the following trigger events (each, a “Triggering Event”):

For example, if holders of SPAC shares redeem a number of shares which reduces the cash in the Trust Account by $25,000,000 plus 25% of $287,500,000, (i.e. reduces the Trust Account by $96.875 million) the Founder Shares would be treated as follows:

$71,875,000 = 25% the aggregate dollar amount of cash redeemed from the Trust Account in excess of $25,000,000 (based on $96,875,000 total redeemed from the Trust Account)

$71,875,000/$287,500,000 = 25% (45.0% of 75% of the Founder Shares impacted negatively by 25%, which is the Forfeiture Percentage).

45.0% of the Founder Shares would be reduced by the Forfeiture Percentage of 25% (i.e., 11.25% of the Founder Shares would be forfeited).

The remaining 1,617,187 Founder Shares (approximately 22.5% of the Founder Shares) are not Restricted Shares and are not subject to the vesting restrictions or forfeiture provisions set forth in clauses (a)-(c) above.

Stockholder Support Agreement

On September 8, 2021, Novus, Energy Vault and certain stockholders of Energy Vault entered into the Stockholder Support Agreement (the “Stockholder Support Agreement”) pursuant to which such stockholders agreed to vote all of their shares of Energy Vault Common Stock and Energy Vault Preferred Stock in favor of the approval and adoption of the Proposed Transactions. Additionally, such stockholders have agreed, among other things, not to (a) transfer any of their shares of Energy Vault Common Stock and Energy Vault Preferred Stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement.

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Sponsor Support Agreement

On September 8, 2021, Novus, Energy Vault and the Founders entered into the Sponsor Support Agreement (the “Sponsor Support Agreement”) pursuant to which the Founders agreed to vote all of their shares of Novus Common Stock in favor of the approval and adoption of the Stockholder Proposals. Additionally, such Founders have agreed, among other things, not to (a) transfer any of their shares of Novus Common Stock and Novus Class B Common Stock (or enter into any arrangement with respect thereto), subject to certain customary exceptions, (b) enter into any voting arrangement that is inconsistent with the Sponsor Support Agreement or (c) exercise their redemption rights in connection with the Business Combination.

Subscription Agreements

On September 8, 2021, Novus executed the Subscription Agreements with the Subscribers for the sale of an aggregate of approximately10,000,000 shares of Novus Common Stock at a purchase price of $10.00 per share for aggregate gross proceeds of approximately $100.0 million, in the PIPE. The Subscribers include Palantir Technologies Inc. (“Palantir”) who has agreed to invest $8.5 million in the PIPE. On September 3, 2021, Palantir and Energy Vault entered into an agreement (the “Software Agreement”) under which Energy Vault has agreed to purchase a Palantir Foundry cloud subscription (which provides advanced data analytics capability), including support services, updates and related professional services, from Palantir for $7.5 million payable over a term of two and a half years, beginning on December 1, 2021. Energy Vault may terminate the Software Agreement by giving written notice to Palantir within 20 business days of (a) the final expiration of termination of the Subscription Agreement with Palantir before the consummation of such agreement or (b) the failure of the Business Combination to close for any reason. In the event of a termination, Energy Vault shall only owe fees incurred under the Software Agreement before the effective date of termination and any fees relating to infrastructure costs incurred before the effective date of termination.

The closing of the PIPE will occur contemporaneously with the consummation of the Business Combination. Novus will receive net proceeds of $[*] million after payment of $[*] million of placement fees and approximately $[*] million of other expenses related to the PIPE. Cowen, Goldman Sachs and Guggenheim acted as co-placement agents for the PIPE.

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These interests may influence Novus’s board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal and the other Stockholder Proposals.

Reasons for the Approval of the Business Combination

After careful consideration, Novus’s board of directors recommends that Novus’s stockholders vote “FOR” each Stockholder Proposal being submitted to a vote of Novus’s stockholders at the Novus special meeting of stockholders.

For a description of Novus’s reasons for the approval of the Business Combination and the recommendation of our board of directors, see the section titled “The Business Combination — Novus’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Redemption Rights

Under the Existing Certificate of Incorporation, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to Novus to pay its income taxes or any other taxes payable, by (b) the total number of shares of Public Shares. However, Novus will not redeem any Public Shares to the extent that such redemption would result in Novus having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5.0 million. For illustrative purposes, based on funds in the Trust Account of approximately $287.5 million on [*], 2021, the estimated per share redemption price would have been approximately $10.00.

If a holder exercises its redemption rights, then such holder will be exchanging its shares of Novus Common Stock for cash and will no longer own shares of Novus Common Stock and will not participate in the future growth of the Combined Company, if any. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to Novus’s transfer agent in accordance with the procedures described herein. See the section titled “The Special Meeting of Novus’s Stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Ownership of the Combined Company After the Closing

The ownership of the Combined Company will vary based on the number of Novus Public Stockholders that exercise their redemption rights. In each of the no redemption, illustrative redemption, and contractual maximum redemption scenarios as described below, the residual equity value owned by non-redeeming stockholders, taking into account the respective redemption amounts, is assumed to remain the deemed value of $10.00 per share. As a result of such redemption amounts and the assumed $10.00 per share value, the implied total equity value of the Combined Company, assuming no dilution from any of the Public Warrants, Private Warrants, Energy Vault Options, Energy Vault RSUs or the Earn Out Shares (“Additional Dilution Sources”), would be (a) $1,541,817,880 in the no redemption scenario, (b) $1,384,708,510 in the illustrative redemption scenario, and (c) $1,301,679,700, in the contractual maximum redemption scenario. Additionally, the sensitivity table below sets forth the potential additional dilutive

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impact of each of the Additional Dilution Sources in each redemption scenario. Increasing levels of redemption will increase the dilutive effects of these issuances on non-redeeming Public Stockholders.

The following table illustrates varying beneficial ownership levels in the Combined Company immediately following the consummation of the Business Combination assuming the levels of redemptions by the public stockholders indicated:

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with respect to the Earn Out Shares would be calculated as follows: (a) 9,000,000 shares; divided by (b) (i) 154,181,783 shares (the number of shares outstanding prior to any issuance of Earn Out Shares plus (ii) 9,000,000 Earn Out Shares.

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COMPARATIVE SHARE INFORMATION

The following table sets forth summary historical comparative share information for Novus and Energy Vault and unaudited pro forma condensed combined per share information after giving effect to the Business Combination assuming two redemption scenarios as follows:

The pro forma book value information reflects the Transaction as if it had occurred on September 30, 2021. The weighted average shares outstanding and net earnings per share information reflect the Business Combination as if it had occurred on January 1, 2020.

This information is only a summary and should be read together with the summary historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Novus and Energy Vault and related notes. The unaudited pro forma combined per share information of Novus and Energy Vault is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of the Novus and Energy Vault would have been had the companies been combined during the periods presented.

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Table of Contents

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: