Energy Vault SPAC Presentation Deck
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Detailed Transaction Overview
~$1.1bn Enterprise Value | $100mm PIPE
Transaction Highlights
Cash Sources
Valuation
Capital Structure
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ENERGY VAULT
Novus II Corporation has ~$288mm in cash held in the trust account
PIPE size of $100mm
~$1,134mm EV with strong balance sheet
Attractive valuation versus other energy storage and energy transition
companies
~$458mm in cash on balance sheet (assuming no redemptions) to fund
growth and expansion
Founders' Shares
4%
PIPE Investors
6%
Novus II
Investors
18%
Existing Energy
Vault Shareholders³
72%
Novus Capital Corporation II
Sources
Estimated Cash Held in Trust
PIPE Proceeds
Adjusted Cash¹
Total Sources
Pre-Money Equity Value
(+) SPAC Shareholders
(+) PIPE Shareholders
(+) Founder Shareholders
Post-Money Equity Value
(+) Debt
(-) Cash to Balance Sheet
Enterprise Value
Ownership Breakdown
Existing Energy Vault Shareholders³
Novus II Investors
PIPE Investors
Founders' Shares
Equity Ownership
Process Description
ENERGY VAULT, INC. ALL RIGHTS RESERVED
Sources and Uses
$mm
$287.5
100.0
115.9
$ 503.4
Uses
Cash to Balance Sheet
Debt Paydown
Payment of Transaction Fees
Total Uses
Pro Forma Capitalization
Pro Forma Ownership²
Shares (mm)
114.0
28.8
10.0
6.5
159.2
%
71.6 %
18.1
6.3
4.1
100.0 %
$mm
$ 458.4
0.0
45.0
$ 503.4
$ 1,140.0
287.5
100.0
64.7
$ 1,592.2
Pro Forma Ownership at $10.00 / Share²
¹ Represents $17.6mm of existing cash on balance sheet as of 30-Jun-2021 and $98.3mm proceeds from Series C capital raise, which does not include up to an additional $8.7mm reserved for potential issuance to strategic investors. | 2 Pro forma ownership structure based on PIPE of
$100mm at $10.00 per share, assuming no redemption by Novus II shareholders. Excludes impact of public and private warrants. | ³ Pro forma ownership of Energy Vault's existing shareholders is calculated at 114.0 million Novus II shares, using a pro forma share price of $10.00, on a fully
diluted basis. Certain existing Energy Vault equity holders will also be entitled to receive up to an aggregate of 9.0 million additional shares that will vest in three equal parts contingent upon the occurrence of post-closing share prices of $15.00, $20.00 and $30.00 within 3 years after closing. |
4 Pro forma ownership attributed to the Founders' Shares is calculated as 6.5mm Novus II shares, using a pro forma per share price of $10.00, which reflects the impact of the Founders' expected agreement to accept 90% of the shares that they would otherwise be entitled to as full
consideration in the Business Combination.
0.0
(458.4)
$ 1,133.8
$mm
$ 1,140.0
287.5
100.0
64.7
$ 1,592.2
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