UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-39982

NOVUS CAPITAL CORPORATION II

(Exact Name of Registrant as Specified in Its Charter)

Delaware

85-3230987

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

8556 Oakmont Lane

Indianapolis, IN 46260

(Address of principal executive offices)

(317) 590-6959

(Issuer’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock, $0.0001 par value, and one-half of one redeemable warrant	NXU.U	The New York Stock Exchange
Class A Common Stock, $0.0001 par value	NXU	The New York Stock Exchange
Redeemable warrants	NXU WS	The New York Stock Exchange

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ◻ Yes No ⌧

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ⌧ No ◻

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



Large accelerated filer	◻	Accelerated filer	◻
Non-accelerated filer	⌧	Smaller reporting company	⌧
		Emerging growth company	⌧

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ⌧ No ◻

As of August 13, 2021, there were 28,750,000 shares of Class A common stock, $0.0001 par value, and 7,187,500 shares of Class B common stock, $0.0001 par value, issued and outstanding.


	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Balance Sheets as of June 30, 2021 (Unaudited) and December 31, 2020	3
Condensed Statements of Operations for the Three and Six Months Ended June 30, 2021 (Unaudited)	4
Condensed Statements of Changes in Stockholders’ Equity for the Three and Six Months Ended June 30, 2021 (Unaudited)	5
Condensed Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited)	6
Notes to Condensed Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	22
Item 4. Controls and Procedures	22
Part II. Other Information
Item 1. Legal Proceedings	24
Item 1A. Risk Factors	24
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	24
Item 6. Exhibits	25
Part III. Signatures	26


	June 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	1,046,586	$	172,854
Prepaid expenses		179,582		—
Total Current Assets		1,226,168		172,854

Deferred offering costs		—		37,042
Marketable securities held in Trust Account		287,505,380		—
TOTAL ASSETS	$	288,731,548	$	209,896

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	138,643	$	1,000
Accrued offering costs		—		25,000
Promissory note — related party		—		160,000
Total Current Liabilities		138,643		186,000

Warrant liability		17,508,332		—
TOTAL LIABILITIES		17,646,975		186,000

Commitments and Contingencies

Class A common stock subject to possible redemption 26,608,457 and no shares at redemption value at June 30, 2021 and December 31, 2020, respectively		266,084,570		—

Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding		—		—
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 2,141,543 and no shares issued and outstanding (excluding 26,608,457 and none subject to possible redemption) at June 30, 2021 and December 31, 2020, respectively		214		—
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 7,187,500 shares issued and outstanding, at June 30, 2021 and December 31, 2020		719		719
Additional paid-in capital		6,634,428		24,281
Accumulated deficit		(1,635,358)		(1,104)
Total Stockholders’ Equity		5,000,003		23,896
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	288,731,548	$	209,896


	Three Months Ended		Six Months Ended
	June 30,		June 30,
	2021		2021
Operating and formation costs	$	275,512	$	461,657
Loss from operations		(275,512)		(461,657)

Other income (expenses):
Interest earned on marketable securities held in Trust Account		4,295		5,380
Transaction costs incurred in connection with warrant liability		—		(241,311)
Change in fair value of warrants		265,000		(936,666)
Total Other expenses, net		269,295		(1,172,597)

Net loss	$	(6,217)	$	(1,634,254)

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		26,604,351		26,655,848
Basic and diluted net income per share, Class A common stock subject to possible redemption	$	0.00	$	0.00
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,333,149		8,628,423
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.00)	$	(0.19)


	Class A			Class B			Additional				Total
	Common Stock			Common Stock			Paid-in		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Equity
Balance — December 31, 2020	—	$	—	7,187,500	$	719	$	24,281	$	(1,104)	$	23,896

Sale of 28,750,000 Units, net of underwriting discounts, initial value of public warrant and offering expenses	28,750,000		2,875					270,780,389				270,783,264

Cash paid in excess of fair value for Private Placement Warrants								1,911,667				1,911,667

Class A common stock subject to possible redemption	(26,608,978)		(2,661)	—		—		(266,088,123)		—		(266,090,784)

Net loss	—		—	—		—		—		(1,628,037)		(1,628,037)

Balance — March 31, 2021	2,141,022		214	7,187,500		719		6,628,214		(1,629,141)		5,000,006
Change in value of common stock subject to redemption	521		—	—		—		6,214		—		6,214

Net loss										(6,217)		(6,217)
Balance – June 30, 2021	2,141,543	$	214	7,187,500	$	719	$	6,634,428	$	(1,635,358)	$	5,000,003


	Three Months		Six Months
	Ended		Ended
	June 30,		June 30,
	2021		2021
Class A Common stock subject to possible redemption
Numerator: Earnings allocable to Class A Common stock subject to possible redemption
Interest earned on marketable securities held in Trust Account	$	4,295	$	5,380
Less: interest available to be withdrawn for payment of taxes		(4,295)		(5,380)
Net income attributable	$	—	$	—
Denominator: Weighted Average Class A Common stock subject to possible redemption
Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption		26,604,351		26,655,848
Basic and diluted net income per share, Class A Common stock subject to possible redemption	$	0.00	$	0.00

Non-Redeemable Common Stock
Numerator: Net Loss minus Net Earnings
Net loss	$	(6,217)	$	(1,634,254)
Add: Net income allocable to Class A Common stock subject to possible redemption		—		—
Non-Redeemable Net Loss	$	(6,217)	$	(1,634,254)
Denominator: Weighted Average Non-redeemable Common stock
Basic and diluted weighted average shares outstanding, Non-redeemable common stock		9,333,149		8,628,423
Basic and diluted net loss per share, Non-redeemable common stock	$	(0.00)	$	(0.19)


					Significant		Significant
			Quoted Prices		Other		Other
			in Active		Observable		Unobservable
			Markets		Inputs		Inputs
Description	June 30, 2021		(Level 1)		(Level 2)		(Level 3)
Assets:
Cash and marketable securities held in Trust Account	$	287,505,380	$	287,505,380	$	—	$	—

Liabilities:
Warrant Liability – Public Warrants	$	11,308,333	$	11,308,333	$	—	$	—

Warrant Liability – Private Placement Warrants	$	6,199,999	$	—	$	—	$	6,199,999


	February 8, 2021
	Initial Measurement						June 30, 2021
	Public			Private			Private
Input	Warrants			Warrants			Warrants
Risk-free interest rate		0.48	%		0.48	%		0.87	%
Expected term (years)		5.00			5.00			5.00
Expected volatility		21.0	%		21.0	%		19.25	%
Exercise price	$	11.50		$	11.50		$	11.50
Stock Price	$	10.00		$	10.00		$	9.75


	Private				Warrant
	Placement		Public		Liabilities
Fair value as of January 1, 2021	$	—	$	—	$	—
Initial measurement on February 8, 2021		5,838,333		10,733,333		16,571,666
Change in valuation inputs or other assumptions		51,666		1,150,000		1,201,666
Fair value as of March 31, 2021		5,889,999		11,883,333		17,773,332
Change in valuation inputs or other assumptions		310,000		(575,000)		(265,000)
Fair value as of June 30, 2021	$	6,199,999	$	11,308,333	$	17,508,332

SEC Form 10-Q filed by Novus Capital Corporation II