UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
On November 14, 2021, the audit committee of the board of directors (the “Audit Committee”) and management of Novus Capital Corporation II (the “Company”), after discussions with Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm, concluded that the audited balance sheet filed on Form 8-K as of February 8, 2021, and the unaudited financial statements included in the Company’s Quarterly Reports for the periods ended March 31, 2021 and June 30, 2021 should no longer be relied upon.
In Novus’ initial public offering, Novus accounted for a portion of the proceeds received from the offering as stockholders’ equity. In connection with the preparation of the Company’s financial statements as of and for the period ended September 30, 2021, Novus’ management identified errors made in its historical financial statements where, the Company improperly classified some of its Class A common stock subject to possible redemption. In accordance with Accounting Standards Codification (“ASC”) 480-10-S99, redemption provisions not solely within the control of the Company would require common stock subject to redemption to be classified outside of permanent equity. The Company had previously classified some Class A common stock shares in permanent equity. The Company performed a quantitative assessment under SAB 99 and concluded that a restatement is required of Novus’ financial statements to classify all Class A common stock subject to possible redemption as temporary equity. The Company’s management has concluded that in light of the classification error described above, that a material weakness exists in the Company’s internal controls over financial reporting and that the Company’s disclosure controls and procedures were not effective.
Based on management’s conclusion and after a discussion, evaluation and consultation with Marcum, the Audit Committee concluded that the audited balance sheet filed on Form 8-K as of February 8, 2021, and the Company’s unaudited financial statements included in the Company’s Quarterly Reports for the periods ended March 31, 2021 and June 30, 2021 should no longer be relied upon.
The Audit Committee has discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Marcum. Marcum was provided with a copy of the disclosures made herein and was given the opportunity to review these disclosures.
The restatement was included in the Company’s financial statements included in the Company’s Quarterly Report for the period ended September 30, 2021.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: November 17, 2021
| NOVUS CAPITAL CORPORATION II | ||
| By: | /s/ Vincent Donargo | |
| Name: Vincent Donargo | ||
| Title: Chief Financial Officer | ||