Novus Capital Corp

The private placement is larger than what the SPAC's own holders keep: Novus executed subscription agreements on September 28, 2020 for 37,500,000 shares at $10.00 per share, $375.0 million of gross proceeds closing concurrently with the combination. After the combination and that financing, Novus's stockholders are expected to own approximately 12.6% of the combined company, against approximately 46.8% for AppHarvest's stockholders and 3.2% for its noteholders. The special meeting is set for 10:00 a.m. Eastern time on a date left blank.

The meeting has slipped past the calendar year in which it was first noticed and is still undated, so nothing here fixes a redemption deadline. The ownership split is unchanged: approximately 46.8% to AppHarvest's stockholders, 3.2% to its noteholders and approximately 12.6% to Novus's own stockholders, after a $375.0 million private placement of 37,500,000 shares at $10.00 per share subscribed on September 28, 2020. The alternative valuation of the consideration at Novus's last sale price is still blank, as are that price and its date.

Nothing a stockholder votes on changed, and the AppHarvest transaction terms are not in this document — a reader must use the amendment that carries the preliminary proxy statement and prospectus. What it does disclose is governance: in connection with the business combination AppHarvest will enter into indemnification agreements with each of its directors and executive officers, indemnifying them to the fullest extent permitted by law, its charter and its bylaws, and will maintain a general liability insurance policy covering certain of their liabilities.

Novus's own stockholders end up with approximately 12.6% of the combined company, against approximately 46.8% for AppHarvest's stockholders and 3.2% for its noteholders, because a $375.0 million private placement of 37,500,000 shares at $10.00 per share, subscribed on September 28, 2020, closes concurrently. The alternative valuation the letter offers — the same shares at the last sale price of Novus common stock — is left blank, as is the meeting date. Each unit separates into one share and one warrant at closing and then ceases to exist.

The $532.2 million ascribed to the merger consideration rests on a value of $10.00 per share, and the filing's alternative sentence — the same shares valued at Novus's last sale price — is left blank, so the document states one valuation and leaves the market one unfilled. AppHarvest's stockholders are expected to hold about 46.8% of the combined company's stock and the convertible noteholders about 3.2%. A concurrent subscription for 37,500,000 shares at $10.00 per share, agreed September 28, 2020 for $375.0 million of gross proceeds, closes at the same time as the combination.

The PIPE is large beside the share consideration: subscription agreements executed September 28, 2020 cover 37,500,000 shares at $10.00 per share for gross proceeds of $375.0 million, closing concurrently with the combination, and priced below the $10.50 used to value the merger shares. Each Novus unit separates into one share of common stock and one warrant at the closing and ceases to exist as a unit. The special meeting is set for 10:00 a.m. Eastern Time on a date left blank, by live webcast at an address also left blank.