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 September 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-third 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 November 17, 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.

Table of Contents

NOVUS CAPITAL CORPORATION II

FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2021

TABLE OF CONTENTS

	Page
Part I. Financial Information
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of September 30, 2021 (Unaudited) and December 31, 2020	3
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and for the Period from September 29, 2020 (Inception) through September 30, 2020 (Unaudited)	4
Condensed Consolidated Statements of Changes in Stockholders’ (Deficit) Equity for the Three and Nine Months Ended September 30, 2021 and for the Period from September 29, 2020 (Inception) through September 30, 2020 (Unaudited)	5
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and for the Period from September 29, 2020 (Inception) through September 30, 2020 (Unaudited)	6
Notes to Condensed Consolidated Financial Statements (Unaudited)	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk	27
Item 4. Controls and Procedures	27
Part II. Other Information
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 6. Exhibits	31
Part III. Signatures	32

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Interim Financial Statements.

NOVUS CAPITAL CORPORATION II

CONDENSED CONSOLIDATED BALANCE SHEETS


	September 30, 2021		December 31, 2020
	(Unaudited)
ASSETS
Current assets
Cash	$	882,585	$	172,854
Prepaid expenses		143,333		—
Total Current Assets		1,025,918		172,854

Deferred offering costs		—		37,042
Marketable securities held in Trust Account		287,509,721		—
TOTAL ASSETS	$	288,535,639	$	209,896

LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
Accounts payable and accrued expenses	$	256,519	$	1,000
Accrued offering costs		—		25,000
Promissory note — related party		—		160,000
Total Current Liabilities		256,519		186,000

Warrant liability		16,129,166		—
TOTAL LIABILITIES		16,385,685		186,000

Commitments and Contingencies

Class A common stock subject to possible redemption 28,750,000 and no shares at redemption value at September 30, 2021 and December 31, 2020, respectively		287,500,000		—

Stockholders’ (Deficit) Equity
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding		—		—
Class B common stock, $0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding, at September 30, 2021 and December 31, 2020		719		719
Additional paid-in capital		—		24,281
Accumulated deficit		(15,350,765)		(1,104)
Total Stockholders’ (Deficit) Equity		(15,350,046)		23,896
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY	$	288,535,639

SEC Form 10-Q filed by Novus Capital Corporation II