Energy Vault Holdings, Inc., a leader in sustainable, grid-scale energy storage solutions, announced that the Company will redeem all of its publicly traded warrants to purchase shares of Energy Vault’s Class A common stock, par value $0.0001 per share (the “Common Stock”), that remain outstanding at 5:00 pm New York City time on Monday, August 1, 2022 (the “Redemption Date”), for a redemption price of $0.10 per warrant (the “Redemption Price”).
Energy Vault has directed its warrant agent, Continental Stock Transfer & Trust Company (the “Warrant Agent”) or its authorized information agent, to deliver a notice of redemption (the “Notice of Redemption”) to the registered holders of outstanding warrants pursuant to the Warrant Agreement, dated as of February 3, 2021 (the “Warrant Agreement”), by and between Energy Vault (f/k/a Novus Capital Corp. II) and the Warrant Agent (as defined therein). Under the Warrant Agreement, Energy Vault is entitled to redeem its public warrants at a redemption price of $0.10 per warrant if the last sale price of the Common Stock equals or exceeds $10.00 per share on the trading day before the Company sends the notice of redemption (the “Stock Price Condition”), among other conditions.
The stock price condition was satisfied on June 30, 2022, the day before the Notice of Redemption is being sent to warrant holders. Warrants to purchase Common Stock that were issued under the Warrant Agreement in a private placement simultaneously with Energy Vault’s initial public offering and still held by the initial holders thereof or their permitted transferees are not subject to the Notice of Redemption.
Exercise Procedures and Deadline for Warrant Exercise
Warrant holders may continue to exercise their warrants to purchase shares of Common Stock until immediately before 5:00 p.m. New York City time on the Redemption Date. Holders may exercise their warrants and receive Common Stock (i) in exchange for a payment in cash of the $11.50 per warrant exercise price, or (ii) on a “cashless” basis in which case the exercising holder will receive a number of shares of Common Stock determined under the Warrant Agreement based on the redemption date and the redemption fair market value, as determined in accordance with the Warrant Agreement. The “redemption fair market value” is based on the average last price per share of Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent. In accordance with the Warrant Agreement, exercising holders will receive 0.2526 of a share of Common Stock for each Warrant surrendered for exercise. If a holder of warrants would be entitled to receive a fractional share of stock as a result of warrants exercised at one time, the number of shares the holder will be entitled to receive will be rounded down to the nearest whole number of shares.
Holders wishing to exercise their warrants should follow the procedures described in the Notice of Redemption and the Election to Exercise form included with the notice. Holders of warrants held in “street name” should immediately contact their brokers to determine exercise procedures. Since the act of exercising is voluntary, holders must instruct their brokers to submit the warrants for exercise.
Termination of Warrant Rights
Any outstanding Energy Vault Public Warrants that remain unexercised at 5:00 p.m. New York City time on the Redemption Date will be void and no longer exercisable, except to receive the Redemption Price or as otherwise described in the Notice of Redemption.