The Boards of Directors of AppHarvest and Novus Capital unanimously approved the transaction,and the transaction was also approved at a special meeting ofNovusCapitalshareholders on January 29, 2021.

Company Overview

AppHarvest, committed to ESG principles and social impact,is redefining and transforming American agriculture by developing modern, large-scale and efficient indoor farms in Central Appalachia, a water-rich region strategically located within a day’s drive of approximately 70% of the U.S. population. AppHarvest has strong relationships with the leading agricultural and construction firms and universities in the Netherlands, the world’s leader in high-tech controlled environment indoor farms. The Netherlands, despite a land mass similar in size to Eastern Kentucky, is the world’s second-largest agricultural exporter behind only the United States due to its extensive network of controlled environment agriculture facilities. These relationships allow the Company to leveragethe most recent proventechnologies in an effort to sustainably increase crop yields, improve access to nutritious, non-GMO food, build a consistent and safe U.S.-grown food supply for national grocers, and increase investment and employment in Appalachia. The Company operates a 60-acre controlled environment agriculture facility in Morehead, Kentucky—one of the largest high-tech greenhouses in the world —and has an active development pipeline for up to 12 large-scale indoor controlled-environment farm projectsthrough 2025.

AppHarvest has achieved several key commercial milestones since announcing the business combinationon September 29, 2020:

• January 19, 2021: Announced first-ever harvest of Beefsteak tomatoes from its 60-acre Morehead, Kentucky, flagship indoor farm, and began shipping to select national grocery retailers.The Morehead facility alone is expected to produce about 45 million pounds of tomatoes annually.
• October 26, 2020: Announced the start of constructionon a third high-tech controlled environment agriculture facility in Central Appalachiaand expansion into growing leafy greens. Located in Berea, Kentucky,the farm, when complete, will be 15 acres.
• October 20, 2020: Announced the start of construction on a second high-tech controlled environment agriculture facility in Madison County, Kentucky.The farm, when complete, will exceed 60 acresand will double AppHarvest’s existing growing space in Central Appalachia.

“Today marks an important milestonefor AppHarvestand for American agricultureas we drive the next chapter of our growth as a public company,” said Jonathan Webb, Founder and Chief Executive Officer of AppHarvest.“The capital we raised in this transactionwill further advance our mission of transforming agriculturebydeveloping large-scale sustainable food production in the heart of Central Appalachia.We currently import nearly half of all fresh vine crops sold in the U.S. To create a more resilient food system, we must farm more efficiently and closer to where the food is needed.”

David Lee joined AppHarvest on Jan. 25, having previously served in the CFO and COO roles at Impossible Foods and bringing decades of experience across retail and consumer industries driving business transformation and optimizing organizational effectiveness from Del Monte to Zynga to Impossible Foods. He will focus on accelerating infrastructure buildout, strengthening marketing and establishing effective product development processes as AppHarvest works to build an iconic brand that disrupts traditional agriculture.

“In a marketplace where consumers are more knowledgeable and conscientious than ever about the food they buy, we have a tremendous opportunity at AppHarvest to build a trustworthy sustainablefoods brand that peoplecare about,” said AppHarvest President David Lee. “Customers are craving better quality food options—and ones they can feel better about because the company is sociallyconscious and environmentally responsible. With our first harvest already underway and produce shipping to major grocery outlets, we reiterate our full-year 2021 guidance.”

Supported by early sales from its first harvest, AppHarvestreaffirms guidance on full-year 2021 net revenue of $21 million and Adjusted EBITDA of ($41) million provided during its Analyst Day presentationon December 15, 2020. Note, Adjusted EBITDA excludes stock-based compensationand other non-cash items.

“Jonathan Webb and his talented team at AppHarvest have established a unique platform for rapid growth and value creation that will be further strengthened by this transaction and entrance into the public markets,” said Bob Laikin, Chairman of Novus Capital. “We look forward to seeing the team capitalize on the attractive opportunities that lie ahead given the heightened investor focus on ESG initiatives and the secular shift to plant-based foods, as AppHarvest continues to redefine American agriculture.”

Transaction Overview

As a result of this transaction, AppHarvest has received approximately $475 million of gross proceeds, including $375 millionfrom thefully committed common stock PIPE anchored by existing and new investors –including Fidelity Management & Research Company, LLC, Inclusive Capital and Novus Capital. The transaction provides AppHarvest over $435 million of unrestricted cash, which will primarily be used to fund operations, including building additional high-tech controlled environment indoor farms, support growth and for other general corporate purposes.

A more detailed description of the transaction terms will be included in a current report on Form 8-K to be filed by AppHarvest, Inc. with the U.S. Securities and Exchange Commission (“SEC”),as well as Novus Capital’s previous filings with the SEC.Once AppHarvest’s common stock and warrants commence trading on Nasdaq under the new ticker symbols “APPH” and “APPHW,” the Novus Capital units (“NOVSU”) will cease trading on Nasdaq.

Cowen served as sole placement agent and capital markets advisor, and Blank Rome LLP served as legal advisor to Novus Capital. Cowen served as financial advisor and Cooley LLP served as legal advisor to AppHarvest.

About AppHarvest

AppHarvest, a public benefit corporation and Certified B Corp, is an applied technology company building some of the world’s largest indoor farms in Appalachia. The Company combines conventional agricultural techniques with cutting-edge technology and is addressing key issues including improving access for all to nutritious food, farming more sustainably, building a home-grown food supply, and increasing investment in Appalachia. The Company’s 60-acre Morehead, Kentuckyfacility is among the largest indoor farms in the U.S. For more information, visit https://www.appharvest.com/.

Non-GAAP Financial Measures

The financial information and data contained this press release is unaudited and does not conform to Regulation S-X. Accordingly, such information and data may not be included in, may be adjusted in, or may be presented differently in, any proxy statement/prospectus or registration statement or other report or document to be filed or furnished by the Company with the SEC. Some of the financial information and data contained in this press release, such as EBITDA or Adjusted EBITDA, has not been prepared in accordance with United States generally accepted accounting principles (“GAAP”). The Company believes these non-GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to the Company’s financial condition and results of operations. The Company’s management uses these non-GAAP measures for trend analyses and for budgeting and planning purposes. A reconciliation for the Company’s 2021E non-GAAP financial measures to the most directly comparable GAAP financial measures is not included, because, without unreasonable effort, the Company is unable to predict with 4reasonable certainty the amount or timing of non-GAAP adjustments that are used to calculate these non-GAAP financial measures.

The Company believes that the use of these non-GAAP financial measures provides an additional tool for investors to use in evaluating projected operating results and trends. Other similar companies may present different non-GAAP measures or calculate similar non-GAAP measures differently. Management does not consider these non-GAAP measures in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of these non-GAAP financial measures is that they exclude significant expenses that are required by to be presented in the Company’s GAAP financial statements. In addition, they are subject to inherent limitations as they reflect the exercise of judgment by management about which expenses are excluded in determining these non-GAAP financial measures. You should review the Company’s audited financial statements prepared in accordance with GAAP, which will be included in a combined registration statement and proxy statement to be filed with the SEC

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995.Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters.All statements, other than statements of present or historical fact included in this press release, regarding the business combination, AppHarvest’s expected use of proceeds from the business combination and PIPE, the benefits of the transaction and AppHarvest’sfuture financial performance, as well as AppHarvest’sgrowth plans and strategy, ability to capitalize on commercial opportunities, future operations, estimated financial position, estimated adjusted EBITDA, revenuesand losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of AppHarvest’s management and are not predictions of actual performance.These forward-looking statements are provided for illustrative purposes only and are notintended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability.Actual events and circumstances are difficult or impossible to predict and will differ from assumptions.Many actual events and circumstances are beyond the control of AppHarvest.These forward-looking statements are subject to a number of risks and uncertainties, including those discussed in the final prospectus/proxy statement filed with the SEC by Novus Capitalon January 11, 2021 under the heading “Risk Factors,” and other documents Novus Capital has filed, or that AppHarvest will file, with the SEC.If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements.In addition, forward-looking statements reflect AppHarvest’s expectations, plans, or forecasts of future events and views as of the date of this press release.AppHarvest anticipates that subsequent events and developments will cause its assessments to change.However, while AppHarvest may elect to update these forward-looking statements at some point in the future, AppHarvest specifically disclaims any obligation to do so.These forward-looking statements should not be relied upon as representing AppHarvest’s assessments of any date subsequent to the date of this press release.Accordingly, undue reliance should not be placed upon the forward-looking statements.

AppHarvest, a leading AgTech company building some of the country’s largest high-tech indoor farms to grow affordable, nutritious fruits and vegetables at scale, has announced that its first-ever harvest—Beefsteak tomatoes from its 60-acre Morehead, Kentucky, flagship indoor farm—will start to roll out in grocery stores this week.

AppHarvest announces its first harvest of tomatoes from flagship high-tech indoor farm are shipping to select national grocery stores this week. The sustainably grown tomatoes first will be available in select national retailers such as Kroger, Publix, Walmart, Food City and Meijer. (Photo: Business Wire)

The sustainably grown tomatoes first will be available in select national retailers such as Kroger, Publix, Walmart, Food City and Meijer.

Shoppers will be able to find the Beefsteak tomatoes in the produce aisle, co-branded with Sunset Grown, and the products are expected to be comparable in price to standard tomatoes. AppHarvest’s Beefsteak tomatoes are chemical pesticide-free, non-GMO and are grown with 100% recycled rainwater.

This first harvest occurs as AppHarvest continues expansion plans for additional indoor farms to meet the increasing demand for sustainably grown U.S. produce. The company is preparing to list publicly after the closing of the previously announced business combination of AppHarvest with Novus Capital Corporation (Nasdaq: NOVS) and then will trade on Nasdaq under the ticker APPH.

At ramp-up, AppHarvest’s Morehead facility alone is expected to produce about 45 million pounds of tomatoes annually from about 720,000 tomato plants, a mix of Beefsteak and “Tomatoes on the Vine.” AppHarvest has two more facilities under construction—a similar 60-plus acre facility outside Richmond, Ky., and a 15-acre facility to grow leafy greens in Berea, Ky. AppHarvest also is planning for more facilities across Kentucky and Central Appalachia, with the goal of 12 total farms by the end of 2025.

The AgTech company recently appointed AppHarvest Board Member David Lee as president to manage strategy and operations, while leading the sales, marketing and finance functions as AppHarvest continues to grow as a sustainable fresh foods company. Lee joins AppHarvest from Impossible Foods, where he has served as chief financial officer since 2015 and is credited with significant growth accomplishments including securing more than $1.3 billion in funding to accelerate manufacturing, product development and distribution.

In August 2020, AppHarvest announced that food entrepreneur and icon Martha Stewart and best-selling author and investor J.D. Vance would join the board of directors, alongside Inclusive Capital Partners Founder & Managing Partner Jeffrey Ubben and Rise of the Rest Seed Funds Partner Anna Mason and others committed to transforming the future of agriculture and supporting entrepreneurial efforts in Middle-America.

AppHarvest’s high-tech indoor farms are designed to use 90% less water with yields that are up to 30 times higher compared to traditional open-field agriculture on the same amount of land. Its location in Appalachia allows it to deliver a strong social impact by building a diversified economy in economically distressed areas of the country, while enabling its products to reach about 70% of the U.S. population within a single day’s drive. As a result, AppHarvest expects to deliver fresher fruits and vegetables, ripened on the vine for peak flavor and nutrition, with an 80% reduction in diesel consumption required for transportation, as compared to produce shipped from Mexico.

“As a mission-driven company that prioritizes Environmental, Social, and Governance (ESG) principles, this first harvest is monumental for our business, and we want to set a benchmark for the industry,” said Jonathan Webb, founder and CEO. “We are determined to build a climate-resilient infrastructure to offer folks a delicious tomato that is sustainably grown right here in Appalachia with 100% recycled rainwater and zero chemical pesticides, making it better for both them and the environment.”

“AppHarvest’s high-tech, sustainable approach is the future of food, and this first harvest allows us to provide consumers with chemical pesticide-free, nutrient-rich, flavorful produce that’s making a difference they can feel good about,” said Martha Stewart, Board Member of AppHarvest. “I’ve been testing the early sample tomatoes, which are delicious, and I’m already looking forward to integrating them into my kitchen and recipes this year.”

For more information on where to purchase AppHarvest products, visit www.AppHarvest.com.

###

About AppHarvest

AppHarvest is an applied technology company building some of the world’s largest indoor farms in Appalachia. The company combines conventional agricultural techniques with cutting-edge technology and is addressing key issues including improving access for all to nutritious food, farming more sustainably, building a home-grown food supply, and increasing investment in Appalachia. The company’s 60-acre Morehead, Ky. facility is among the largest indoor farms in the U.S. For more information, visit https://www.appharvest.com/.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding Novus Capital’s proposed acquisition of AppHarvest, Novus Capital’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s growth plans and strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of AppHarvest’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AppHarvest. These forward-looking statements are subject to a number of risks and uncertainties, including those discussed in Novus Capital’s registration statement on Form S-4, filed with the SEC on October 9, 2020 (the “Registration Statement”), under the heading “Risk Factors,” and other documents Novus Capital has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, forward-looking statements reflect AppHarvest’s expectations, plans, or forecasts of future events and views as of the date of this press release. AppHarvest anticipates that subsequent events and developments will cause its assessments to change. However, while AppHarvest may elect to update these forward-looking statements at some point in the future, AppHarvest specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing AppHarvest’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Important Information for Investors and Stockholders

In connection with the proposed transaction, Novus Capital has filed the Registration Statement with the SEC, which includes a preliminary proxy statement to be distributed to holders of Novus Capital’s common stock in connection with Novus Capital’s solicitation of proxies for the vote by Novus Capital’s stockholders with respect to the proposed transaction and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of securities to be issued to AppHarvest’s stockholders in connection with the proposed transaction. After the Registration Statement has been declared effective, Novus Capital will mail a definitive proxy statement, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Novus Capital, AppHarvest and the proposed transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Novus Capital through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Novus Capital Corporation, 8556 Oakmont Lane, Indianapolis, IN 46260. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Novus Capital and its directors and officers may be deemed participants in the solicitation of proxies of Novus Capital’s shareholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Novus Capital’s executive officers and directors in the solicitation by reading the Registration Statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Novus Capital’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, is set forth in the Registration Statement.

The business combination is expected to close shortly after the Special Meeting, subject to stockholder approvals and other customary closing conditions.

Notice of the Special Meeting, together with the definitive proxy statement/prospectus relating to the Special Meeting, will be mailed to stockholders of record as of the close of business on December 29, 2020 (the “Record Date”).

About Novus

Novus Capital raised $100 million in May 2020 and its securities are listed on the Nasdaq under the ticker symbols “NOVS”, “NOVSU” and “NOVSW.” Novus Capital is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Novus Capital is led by Robert J. Laikin and Larry Paulson, who have significant hands-on experience helping high-tech companies optimize their existing and new growth initiatives by exploiting insights from rich data assets and intellectual property that already exist within most high-tech companies. For more information please visit https://novuscapitalcorporation.com/.

About AppHarvest

AppHarvest is an applied technology company building some of the world’s largest indoor farms in Appalachia. The Company combines conventional agricultural techniques with cutting-edge technology and is addressing key issues including improving access for all to nutritious food, farming more sustainably, building a home-grown food supply, and increasing investment in Appalachia. The Company’s 60-acre Morehead, KY facility is among the largest indoor farms in the U.S. For more information, visit https://www.appharvest.com/.

Important Information for Investors and Stockholders

In connection with the proposed transaction, Novus Capital has filed the registration statement with the SEC, which includes a preliminary proxy statement to be distributed to holders of Novus Capital’s common stock in connection with Novus Capital’s solicitation of proxies for the vote by Novus Capital’s stockholders with respect to the proposed transaction and other matters as described in the registration statement, as well as the prospectus relating to the offer of securities to be issued to AppHarvest’s stockholders in connection with the proposed transaction. After the registration statement has been declared effective, Novus Capital will mail a definitive proxy statement, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Novus Capital, AppHarvest and the proposed transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Novus Capital through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Novus Capital Corporation, 8556 Oakmont Lane, Indianapolis, IN 46260. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Novus Capital and its directors and officers may be deemed participants in the solicitation of proxies of Novus Capital’s stockholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Novus Capital’s executive officers and directors in the solicitation by reading the registration statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Novus Capital’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, is set forth in the registration statement.

AppHarvest Hires Impossible Foods’ David Lee as President

January 07, 2021 10:06 AM Eastern Standard Time

MOREHEAD, Ky.–(BUSINESS WIRE)–AppHarvest, the leading AgTech company building some of the country’s largest indoor farms and combining conventional agriculture techniques with cutting-edge technology to grow affordable, nutritious fruits and vegetables at scale, has appointed David Lee president, reporting to Founder & CEO Jonathan Webb effective Jan. 25.

“His skillset will help us build AppHarvest into an iconic brand and sustainable foods company that disrupts traditional agriculture to deliver responsibly grown American products with social impact”

In this newly created role, Lee will develop strategy and engage in operations management, leading the sales, marketing and finance functions as AppHarvest continues to grow as a sustainable fresh foods company.

Lee will join AppHarvest from Impossible Foods where he has served as chief financial officer since December 2015. He is credited with significant growth accomplishments at Impossible Foods including securing more than $1.3 billion in funding to accelerate manufacturing, product development and distribution into key national grocery, restaurant, and hospitality venues; and to expand in international markets. Additionally, Lee served as chief operating officer of Impossible Foods from 2015 to 2019, during a period of significant transformation for the company. Lee has served on the board of directors of AppHarvest since August of 2020 and will continue to serve in that role after the closing of the previously announced business combination of AppHarvest with Novus Capital Corporation (Nasdaq: NOVS).

“David Lee brings decades of experience across retail and consumer industries driving business transformation and optimizing organizational effectiveness from Del Monte to Zynga to Impossible Foods,” said AppHarvest Founder & CEO Jonathan Webb. “His skillset will help us build AppHarvest into an iconic brand and sustainable foods company that disrupts traditional agriculture to deliver responsibly grown American products with social impact,” Webb said.

“AppHarvest offers a unique solution to building a more resilient and responsible food system. I have seen firsthand that when given sustainable options, consumers will be the market force that helps address climate change and food supply issues, ensuring success of companies that are putting the planet first, and I am eager to invest my time in a mission-driven company with so much potential to grow.”

In January, AppHarvest expects to begin the first harvest from its flagship farm – a 60-acre facility growing tomatoes – in Morehead, Ky. The company has two additional facilities under construction – a similar 60-plus acre facility outside Richmond, Ky., and a 15-acre facility to grow leafy greens in Berea, Ky. AppHarvest also is planning for more facilities across Kentucky and Central Appalachia, with nine potential projects in the pipeline through 2025.

AppHarvest grows produce using 100 percent recycled rainwater and zero chemical pesticides. Its indoor farms are designed to use 90 percent less water with yields that are up to 30 times higher compared to traditional open-field agriculture on the same amount of land. Its location in Appalachia allows it to deliver a strong social impact by building a diversified economy in economically distressed areas of the country, while enabling its products to reach about 70 percent of the U.S. population within a single day’s drive. As a result, AppHarvest expects to deliver fresher fruits and vegetables, ripened on the vine for peak flavor and nutrition, and an 80 percent reduction in diesel consumption required for transportation as compared to produce shipped from Mexico and the Southwest of the U.S.

Lee holds an MBA from the University of Chicago and a BA from Harvard.

How is AppHarvest different from traditional agriculture companies?

• The company’s controlled environment agriculture facilities are designed to reduce water usage by 90% due to unique circular irrigation systems connected with large-scale rainwater retention ponds. The system is designed to eliminate harmful agricultural runoff, which contributes to toxic algae blooms.
• Strong relationships with leading AgTech universities and companies in the Netherlands position AppHarvest as a leading applied technology agriculture company. The Netherlands has developed a significant high-tech greenhouse industry, becoming the world’s second-largest agricultural exporter despite having a land mass roughly equal in size to Eastern Kentucky. Earlier this year, AppHarvest led a landmark 17-organization agreement uniting Dutch and Kentucky governments, universities, and private companies, with all committing to building America’s AgTech capital from within Appalachia.
• AppHarvest puts the planet and people first as a registered Benefit Corporation and has also been certified as a B Corp by an independent organization.

In just over two years, AppHarvest has attracted more than $150 million in investment into Central Appalachia and announced on September 29, 2020, its entry into a definitive agreement for a business combination with publicly-traded special purpose acquisition company Novus Capital Corporation (Nasdaq: NOVS). The combination, which is anticipated to close early in the first quarter of 2021, is expected to provide $475 million of gross proceeds to the company, including $375 million from a fully committed common stock PIPE at $10.00 per share anchored by existing and new investors – including Fidelity Management & Research Company LLC, Inclusive Capital, and Novus Capital Corporation. Upon closing of the transaction, the combined company will be named AppHarvest and is expected to remain listed on Nasdaq under the ticker symbol APPH.

AppHarvest’s investors include Revolution’s Rise of the Rest Seed Fund, Inclusive Capital Partners, Equilibrium, Narya Capital, Lupa Systems, Breyer Capital and Endeavor Catalyst. Endeavor selected AppHarvest Founder & CEO Jonathan Webb as an Endeavor Entrepreneur in 2019.

Board members include food icon Martha Stewart, Narya Capital Co-Founder and Partner JD Vance and impact investor Jeff Ubben.

About AppHarvest

AppHarvest is an applied technology company building some of the world’s largest indoor farms in Appalachia. The company combines conventional agricultural techniques with cutting-edge technology and is addressing key issues including improving access for all to nutritious food, farming more sustainably, building a home-grown food supply, and increasing investment in Appalachia. The company’s 60-acre Morehead, Ky. facility is among the largest indoor farms in the U.S. For more information, visit https://www.appharvest.com/.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this press release, regarding Novus Capital’s proposed acquisition of AppHarvest, Novus Capital’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s growth plans and strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of AppHarvest’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AppHarvest. These forward-looking statements are subject to a number of risks and uncertainties, including those discussed in Novus Capital’s registration statement on Form S-4, filed with the SEC on October 9, 2020 (the “Registration Statement”), under the heading “Risk Factors,” and other documents Novus Capital has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. In addition, forward-looking statements reflect AppHarvest’s expectations, plans, or forecasts of future events and views as of the date of this press release. AppHarvest anticipates that subsequent events and developments will cause its assessments to change. However, while AppHarvest may elect to update these forward-looking statements at some point in the future, AppHarvest specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing AppHarvest’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Important Information for Investors and Stockholders

In connection with the proposed transaction, Novus Capital has filed the Registration Statement with the SEC, which includes a preliminary proxy statement to be distributed to holders of Novus Capital’s common stock in connection with Novus Capital’s solicitation of proxies for the vote by Novus Capital’s stockholders with respect to the proposed transaction and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of securities to be issued to AppHarvest’s stockholders in connection with the proposed transaction. After the Registration Statement has been declared effective, Novus Capital will mail a definitive proxy statement, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Novus Capital, AppHarvest and the proposed transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Novus Capital through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Novus Capital Corporation, 8556 Oakmont Lane, Indianapolis, IN 46260. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Novus Capital and its directors and officers may be deemed participants in the solicitation of proxies of Novus Capital’s shareholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Novus Capital’s executive officers and directors in the solicitation by reading the Registration Statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Novus Capital’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, is set forth in the Registration Statement.

AppHarvest is going public via a merger with Novus Capital Corp.

• AppHarvest is an AgTech company that grows chemical pesticide-free produce including tomatoes in palatial greenhouses
• Novus Capital Corp. trades at an implied 2.9 times 2024 sales, just ½ the multiple of Beyond Meat, Inc.
• Revenue forecast to rise 10x between 2021 and 2024 with sales effectively locked in due to enormous demand
• Potential to market tomatoes and other produce at a premium price point over time
• Investors include Fidelity Management & Research Company LLC, Inclusive Capital, and Novus Capital Corp.
• Board members include Martha Stewart, Narya Capital Co-Founder and Partner JD Vance, Impossible Foods Chief Financial Officer David Lee, impact investor Jeff Ubben
• Shareholders include Revolution’s Rise of the Rest Seed Fund, Inclusive Capital Partners, Equilibrium, Narya Capital, Lupa Systems, Breyer Capital, Endeavor Catalyst

By Jarrett Banks

Investors looking for a certified B Corp. couldn’t do better than AgTech startup AppHarvest, which combines more than purpose and profit: It is reviving an entire region whose residents desperately want it there.

AppHarvest’s Kentucky greenhouse is less than a day’s drive from 70% of America’s population, which will reduce fuel and food waste associated with transporting fresh vegetables around the country. The greenhouse grower, which relies on rainwater rather than local water supplies, aims to create jobs in Eastern Kentucky, a region hard hit by the decline of the coal industry.

And with the company going public via a merger with a SPAC called Novus Capital Corp. (Ticker: NOVS), investors have a chance to be a part of the Appalachian food revolution. The combination, which is expected to close late in the fourth quarter of 2020 or early in the first quarter of 2021, is expected to provide $475 million of gross proceeds to the company, including $375 million from a fully committed common stock PIPE at $10.00 per share anchored by existing and new investors – Fidelity Management & Research Company LLC, Inclusive Capital, and Novus Capital Corp. Investors who buy NOVS shares now will automatically see them convert to shares of the combined company after the merger closes.

The company is one of only 3,600 certified B Corps and will become one of just a dozen publicly traded public benefit corporations. Jonathan Webb, the Founder and CEO of AppHarvest, which will use the ticker APPH when it lists on the Nasdaq, is very outspoken about the need for companies to be “sticky” in the long term. The company aspires to transform American agriculture with large-scale, controlled indoor farms. J.D. Vance, author of national bestseller The Hillbilly Elegy, is on the board of directors.

The company says its farms aim to improve access to non-GMO fruits and vegetables, reduce water usage by 90%, and eliminate agricultural runoff. The company plans to use the $475 million from the transaction to fund more projects in the area.

AppHarvest just announced it has planted its first tomato crop at its high-tech controlled environment agriculture facility in Morehead, Ky. The crop is scheduled to be harvested and available at leading U.S. grocery stores in early 2021. The “Dutch-style” 60-acre facility is one of the world’s biggest high-tech greenhouses (it has strong relationships with companies in the Netherlands, which has the world’s leading high-tech greenhouse industry). The company is also already building a second similar-size facility in nearby Richmond, Ky.

Mr. Webb has been vocal about wanting to replace Mexican produce in U.S. grocery stores. The majority of many vegetable varieties in U.S. grocery stores are shipped from Mexico where they are sprayed with chemical pesticides three to four times a week. They are genetically modified for transportation and don’t have the nutrient density of those organically grown. AppHarvest believes its Appalachian location between the East Coast and the Midwest could be a solution and bring jobs back.

Tomato Plants at the Morehead, Ky Facility

Meanwhile, Covid-19, in addition to pointing out myriad flaws across the healthcare industry, has also exposed vulnerability in supply chains. AppHarvest is betting that supply chain disruptions related to the coronavirus pandemic will push large grocers to back more domestic sources of produce.

Then there is climate change. AppHarvest’s third facility, located in Berea, Ky., will be 15 acres and grow leafy greens. Drought-stricken Arizona and California currently produce 90% of U.S.-grown leafy greens. Central Appalachia has so much rain that the facilities can be operated on 100% recycled rainwater.

The region also has lower utility and property rates along with cheaper labor. At its first facility, AppHarvest received 6,000 applications for 300 job openings. With high unemployment across the region, the company will focus on retraining people who have lost their jobs in other industries.

The company says it wants to get to a volume scale so that it can sell its produce to all Americans, not just people who can pay a premium. By using new technology such as robotics and AI that scans plants to look for signs of infestation, AppHarvest is ushering in a new era in agriculture. It uses bumble bees inside the greenhouses to pollinate the plants and monitors their hives with AI.

Outside View of the Morehead, Ky Facility

A greener and cleaner era will also probably be in line with the election of Joe Biden. The President-elect’s website says he will “create jobs in climate-smart agriculture,” with a focus on hard hit, rural communities.

Beyond government efforts, ESG assets under management reached $1 trillion for the first time in the second quarter, according to Morningstar data. UBS found that 56% of sustainable funds outperformed their peers in the second quarter. Sustainable investors will likely keep the wind at their backs as governments push green stimulus, the Swiss bank’s analysts said.

Setting aside the company’s ESG credentials for a moment, AppHarvest has an enviable core business model. Thanks to extremely high demand for U.S.-grown produce, grocers will likely trip over themselves trying to secure AppHarvest tomatoes. And the company has a distribution deal with one of the two dominant distributors in the U.S. and Canada.

That should give investors comfort in the company’s projection to grow revenue tenfold from $25 million in 2021 to $246 million in 2024. AppHarvest also expects to swing to positive Ebitda reasonably quickly – in 2023 – which should give investors added confidence.

Another possibility that’s not incorporated into the company’s projections is brand power. While the company wants to price its produce at rates that are in reach of all consumers, AppHarvest’s tomatoes could easily become recognizable and command a premium. Amazon.com, Inc.’s Whole Foods, for instance, frequently advertises produce provenance to charge higher prices.

The good news that may surprise some investors: The stock is still cheap. At the SPAC’s closing price of $11.33 Thursday, AppHarvest trades at an implied enterprise value, adjusted for cash, of 2.9 times 2024 sales, according to Sentieo, an AI-enabled research platform. That’s roughly half the multiple of Beyond Meat, which trades at 5.7 times and isn’t growing as fast.

And as one of the few B Corp. companies in the public markets, AppHarvest should get an extra boost. Just look at Lemonade, a fintech B Corp. that trades at 7.4 timers 2024 sales – far above peers.

But AppHarvest is more than a feel-good ESG – or even profit – story. The company also embodies the private sector leading the country out of one of the worst crises in American history. Maybe a new JD Vance type author will someday write another bildungsroman about the region. Call it Hillbilly Energy.

AppHarvest thinks its greenhouse process will be competitive with crops grown in open fields.

Dreamstime

Agricultural production is big business, but for the most part it isn’t a publicly traded business. That makes some of the processes and companies responsible for putting food on the table impenetrable to many investors. A new company plans to change that—and is making a public market debut via a merger with a special purpose acquisition company, or SPAC. Along with educating Americans about food production, it is looking to shake up how they get their produce.

On Tuesday, Kentucky-based AppHarvest announced a deal to merge with Novus Capital (ticker: NOVS) that values the next-generation greenhouse owner and operator at about $500 million before proceeds. The companies expect the transaction to close by early next year.

AppHarvest CEO Jonathan Webb has a background in building large-scale solar-energy projects across the U.S. Just as he witnessed that newer and more-sustainable form of energy generation disrupt the coal economy in his native state of Kentucky, Webb expects agriculture to experience a similar transition in the coming years.

AppHarvest isn’t talking about disrupting soy, wheat and corn farming. For investors, that is the more familiar part of the agribusiness value chain. After all, billions of dollars worth of soy, wheat, and corn futures change hands on Chicago commodity exchanges each day. And Deere (DE) sells huge combines and tractors to farmers looking to improve output per acre.

“Wheat, corn and soy are low-nutrient, subsidized products—that’s what people think agriculture is,” Webb said in a phone interview. His company instead is focused on produce such as tomatoes, leafy greens, and cucumbers. Those products for the most part are grown in California and South America in open fields. Webb’s approach is to bring production inside.

AppHarvest plans to grow about 23,000 tons of tomatoes and other products in a 60-acre modern greenhouse, with no chemicals and using recycled rain water. It is a capital-intensive idea, but Webb said AppHarvest can achieve 30 times the output per unit of land in the company’s system.

AppHarvest thinks its process will be competitive with crops grown in open fields, but that isn’t the only reason Webb thinks now is the right time for his company. Resource scarcity, concerns about chemicals and pesticides, and a growing global population mean the world needs to produce more food from less land in the near future. “It’s all of the above,” he said when asked about what drives his vision.

Investors and U.S. consumers know how much tomatoes cost at the grocery store, but putting 23,000 tons into context isn’t easy. According to the Food and Agricultural arm of the United Nations, the U.S. produces about 14 million tons of tomatoes annually on roughly 320,000 acres of land. AppHarvest doesn’t need to displace U.S. growers: Most of the country’s tomato consumption is imported.

With tomatoes wholesaling for $1 to $2 a pound, one AppHarvest tomato facility can generate about $50 million in sales, enough to justify the $100 million-plus capital cost, according to the company.

AppHarvest has yet to earn a penny in sales, but it is ready to start planting its first crop of tomatoes in October. Those should be ready to harvest in early 2021, when the company projects it will bring in $25 million in revenue from 60 acres of capacity in year one. It also sees a loss before interest, taxes, depreciation, and amortization, or Ebitda, of $30 million next year.

By 2025, AppHarvest projects it will have a dozen facilities with 540 acres of tomatoes, leafy greens, and cucumbers. Building all that will take additional capital, which CFO Peter Halt said could come from borrowing against existing facilities. For 2025, AppHarvest’s forecast is that it will have $376 million in sales and $106 million in Ebitda.

The majority of the deal proceeds come not from the Novus SPAC but from a $375 million private investment in public equity, or PIPE, funded by institutional investors, including Fidelity and Inclusive Capital. The latter also purchased a $30 million convertible note, which will convert to AppHarvest stock after the deal closes. Including the $100 million in the Novus’ trust, the company expects to have about $500 million in cash to fund operations and invest in building additional greenhouses in the coming years.

Novus went public in May, debuting with units consisting of one common share and one warrant each. That is on the high end for SPACs, and represents greater dilution for shareholders than a SPAC with fewer warrants per unit. Novus’ CEO is Larry Paulson and its chairman is Robert Laikin, both with experience mostly in the telecommunications industry.

Laikin will join AppHarvest’s board of directors, which also includes celebrity chef Martha Stewart and Dave Lee, CFO of Impossible Foods.

Novus stock was down 1.2% to $12.04 Wednesday morning, after jumping 20.8% Tuesday on news of the deal. The S&P 500 and Dow Jones Industrial Average, were up 1.1% and 1.4%, respectively, Wednesday, adding to Tuesday’s gains of 0.5% and 0.9%.

At current levels, AppHarvest is valued at almost $1 billion, based on the pro forma shares that would be outstanding if the deal closes.

MOREHEAD, Ky., Sept. 29, 2020 (GLOBE NEWSWIRE) — AppHarvest (“the Company”), a developer and operator of large-scale, high-tech controlled environment indoor farms, and Novus Capital Corp. (Nasdaq: NOVS) (“Novus Capital”), a publicly-traded special purpose acquisition company, announced today a definitive agreement for a business combination that would result in AppHarvest becoming a public company. Upon closing of the transaction, the combined company will be named AppHarvest and is expected to remain listed on Nasdaq under a new ticker symbol. The combined company will be led by Jonathan Webb, AppHarvest’s Founder & Chief Executive Officer.

Company Overview

AppHarvest is redefining American agriculture by developing modern, large-scale and efficient indoor farms in Central Appalachia, a water-rich region strategically located within a day’s drive of approximately 70% of the U.S. population. AppHarvest has strong relationships with the leading agricultural and construction firms and universities in the Netherlands, the world’s leader in high-tech controlled environment indoor farms. The Netherlands, despite a land mass similar in size to Eastern Kentucky, is the world’s second-largest agricultural exporter behind only the United States due to its extensive network of controlled environment agriculture facilities. These relationships allow the Company to utilize the most recent proven technologies in an effort to sustainably increase crop yields, improve access to nutritious, non-GMO food, build a consistent and safe U.S.-grown food supply for national grocers, and increase investment in Appalachia. The Company operates a 60-acre controlled environment agriculture facility in Morehead, KY — one of the largest high-tech greenhouses in the world — and has an active development pipeline for additional large-scale indoor controlled environment farm projects.

Upon the closing of the transaction, AppHarvest will retain its highly experienced management, a team of growers with over 140 years of agricultural experience, including 120 years of sustainable agriculture experience, a sustainability team with more than 40 years of experience; and construction managers who have successfully managed over $19 billion in projects.

In addition, AppHarvest announced that Peter C. Halt has joined the executive team as Chief Financial Officer. Mr. Halt is a seasoned finance professional with several years of experience as a publicly traded company CFO, most recently having served as the CFO for TiVo Corporation, up until its announced acquisition by Xperi Corporation.

AppHarvest Investment Highlights

• Operates a 60-acre controlled environment agriculture facility in Morehead, KY — one of the largest high-tech greenhouses in the world — and has an active and robust development pipeline for future large-scale controlled environment indoor farm projects
• First produce scheduled to be harvested, in early 2021, will be tomatoes, a crop that has seen imports rise to 60% of all fresh tomatoes available in U.S. stores
• Designed to reduce water usage by 90% compared to traditional open-field agriculture and eliminate agricultural runoff
• Aims to improve access to fresh non-GMO fruits and vegetables, as approximately 70% of the U.S. population is within a one-day drive of the Morehead, KY facility, which AppHarvest estimates will lower transportation costs compared to existing growers by up to 80%
• Positioned to capitalize on the secular shift to plant-based foods, creating increased demand for locally grown, high-quality produce
• Experienced leadership team and board of directors with experience in sustainable investing
• Promoting sustainable change in agriculture as a Public Benefit Corporation, registered with Delaware, and a B Corporation, independently certified by the non-profit B Lab
• Long-term distribution agreement in place to reach top grocers in the United States

“We are excited to transition AppHarvest to a public company and raise nearly a half a billion dollars in the process,” said Jonathan Webb, Founder & Chief Executive Officer of AppHarvest. “This will allow us to pursue our mission of transforming agriculture. A mission that’s become even more important since the global pandemic exposed how a rapidly increasing reliance on imports jeopardizes food security. We now know that, to build a more resilient food system that meets our growing population demands, we must immediately start building controlled environment agriculture facilities, as these farms use far fewer resources to grow far more produce. We believe that this partnership with Novus Capital is a transformative transaction which will allow us to both rapidly scale our agriculture facilities, in pursuit of our goal to redefine American agriculture, and build the country’s AgTech capital within Appalachia. Together we can transform agriculture.”

Bob Laikin, Chairman of Novus Capital, commented, “AppHarvest is a unique and compelling investment opportunity that is redefining American agriculture by improving access for all to fresh non-GMO produce, growing more with fewer resources, and creating an AgTech hub from within Appalachia. With significant tailwinds from heightened investor focus on ESG initiatives and the secular shift to plant-based foods, we believe AppHarvest is well-positioned to execute on its strategy for rapid growth and value creation.”

David Lee, Chief Financial Officer of Impossible Foods and AppHarvest Board Member, said, “AppHarvest is working to solve the critical need for a more resilient and sustainable food supply chain — both of which are fundamental to the future of farming, our food ecosystem and our ability to ensure food security. I believe the company is building a scalable business that could revolutionize the business of food production in the United States.”

Dave Chen, CEO of Equilibrium Capital and AppHarvest Board Member, commented, “Jonathan Webb is exceptional at getting big complex projects done fast and with the highest precision. He is the right leader for AppHarvest’s disruptive mission. Furthermore, with his leadership AppHarvest has drawn together some of the most talented individuals in the AgTech industry to drive the needed scale. I am extremely excited to see the fruits (or vegetables as the case may be!) of this team’s labors, as they execute on their plans to change food production in the United States.”

Martha Stewart, Founder of Martha Stewart Living Omnimedia and AppHarvest Board Member, said, “All Americans should believe in the AppHarvest mission to develop large-scale sustainable food production in the heart of Central Appalachia. Jonathan and his exceptional team are disrupting the food production ecosystem in the best way — to provide better, healthier food in a more sustainable manner.”

J.D. Vance, Narya Capital Partner and AppHarvest Board Member, said, “AppHarvest is developing a world-class food production ecosystem to benefit a majority of consumers in the United States, right here from Central Appalachia. This region offers tremendous resources in terms of location, and in terms of the skilled hardworking people of the region who make this incredible mission possible.”

Jeffrey Ubben, Founder and Managing Partner of Inclusive Capital Partners and AppHarvest Board Member, said, “Our investment platform is about leveraging capitalism and governance in pursuit of a healthy planet and the health of its inhabitants — and AppHarvest is perfectly aligned with this mission.”

Transaction Overview

The business combination values AppHarvest at a $1.0 billion pro forma equity value, at the $10.00 per share PIPE price and assuming minimal redemptions by Novus Capital shareholders. The transaction will provide $475 million of gross proceeds to the company, including $375 million fully committed common stock PIPE at $10.00 per share anchored by existing and new investors – including Fidelity Management & Research Company, LLC, Inclusive Capital and Novus Capital Corporation. Assuming minimal redemptions, it is anticipated that this transaction provides AppHarvest over $435 million of unrestricted cash at close, which will primarily be used to fund operations, including building additional high-tech controlled environment indoor farms, support growth and for other general corporate purposes. In addition, AppHarvest issued a $30 million convertible note to Inclusive Capital which funded on September 28, 2020. The proceeds of the convertible note will primarily be used to fund operations, including development of new high-tech controlled environment indoor farms, during the period prior to the close of this transaction. This note will convert to shares of AppHarvest’s common stock in connection with the close of this transaction.

The Boards of Directors of each of Novus Capital and AppHarvest have unanimously approved the transaction. The transaction will require the approval of the stockholders of both Novus Capital and AppHarvest, and is subject to other customary closing conditions, including the receipt of certain regulatory approvals. The transaction is expected to close late in the fourth quarter of 2020 or early in the first quarter of 2021.

Additional information about the proposed transaction, including a copy of the merger agreement and investor presentation, will be provided in a Current Report on Form 8-K to be filed by Novus Capital with the Securities and Exchange Commission and will be available at www.sec.gov.

Advisors

Cowen is serving as sole placement agent and capital markets advisor, and Blank Rome LLP is serving as legal advisor to Novus Capital. Cowen is serving as financial advisor and Cooley LLP is serving as legal advisor to AppHarvest.

Investor Conference Call Information

Novus Capital and AppHarvest will host a joint investor conference call to discuss the proposed transaction Tuesday September 29, 2020 at 8:30am ET.

Interested parties may listen to the prepared remarks call via telephone by dialing (877) 425-9470, or for international callers, (201) 389-0878. A telephone replay will be available until October 13, 2020 by dialing (844) 512-2921, or for international callers, (412) 317-6671 and entering the passcode: 13710943.

About AppHarvest

AppHarvest is an applied technology company building some of the world’s largest indoor farms in Appalachia. The Company combines conventional agricultural techniques with cutting-edge technology and is addressing key issues including improving access for all to nutritious food, farming more sustainably, building a home-grown food supply, and increasing investment in Appalachia. The Company’s 60-acre Morehead, KY facility is among the largest indoor farms in the U.S. For more information, visit https://www.appharvest.com/.

About Novus Capital Corporation

Novus Capital raised $100 million in May 2020 and its securities are listed on the Nasdaq under the ticker symbols “NOVS and “NOVSW.” Novus Capital is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. Novus Capital is led by Robert J. Laikin and Larry Paulson, who have significant hands-on experience helping high-tech companies optimize their existing and new growth initiatives by exploiting insights from rich data assets and intellectual property that already exist within most high-tech companies. For more information please visit https://novuscapitalcorporation.com/.

Forward-Looking Statements

Certain statements included in this press release that are not historical facts are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not statements of historical matters. All statements, other than statements of present or historical fact included in this presentation, regarding Novus Capital’s proposed acquisition of AppHarvest, Novus Capital’s ability to consummate the transaction, the benefits of the transaction and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of the respective management of AppHarvest and Novus Capital and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on as, a guarantee, an assurance, a prediction, or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of AppHarvest and Novus Capital. These forward-looking statements are subject to a number of risks and uncertainties, including changes in domestic and foreign business, market, financial, political, and legal conditions; the inability of the parties to successfully or timely consummate the proposed transaction, including the risk that any regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed transaction or that the approval of the stockholders of Novus Capital or AppHarvest is not obtained; failure to realize the anticipated benefits of the proposed transaction; risks relating to the uncertainty of the projected financial information with respect to AppHarvest; risks related to the rollout of AppHarvest’s business and the timing of expected business milestones; the effects of competition on AppHarvest’s business; the amount of redemption requests made by Novus Capital’s stockholders; the ability of Novus Capital or AppHarvest to issue equity or equity-linked securities or obtain debt financing in connection with the proposed transaction or in the future, and those factors discussed in Novus Capital’s final prospectus dated May 15, 2020 under the heading “Risk Factors,” and other documents Novus Capital has filed, or will file, with the SEC. If any of these risks materialize or our assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither Novus Capital nor AppHarvest presently know, or that Novus Capital nor AppHarvest currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect Novus Capital’ and AppHarvest’s expectations, plans, or forecasts of future events and views as of the date of this press release. Novus Capital and AppHarvest anticipate that subsequent events and developments will cause Novus Capital’s and AppHarvest’s assessments to change. However, while Novus Capital and AppHarvest may elect to update these forward-looking statements at some point in the future, Novus Capital and AppHarvest specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing Novus Capital’s and AppHarvest’s assessments of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Important Information for Investors and Stockholders

In connection with the proposed transaction, Novus Capital will file a registration statement on Form S-4 (the “Registration Statement”) with the SEC, which will include a preliminary proxy statement to be distributed to holders of Novus Capital’s common stock in connection with Novus Capital’s solicitation of proxies for the vote by Novus Capital’s stockholders with respect to the proposed transaction and other matters as described in the Registration Statement, as well as the prospectus relating to the offer of securities to be issued to AppHarvest’s stockholders in connection with the proposed transaction. After the Registration Statement has been filed and declared effective, Novus Capital will mail a definitive proxy statement, when available, to its stockholders. Investors and security holders and other interested parties are urged to read the proxy statement/prospectus, any amendments thereto and any other documents filed with the SEC carefully and in their entirety when they become available because they will contain important information about Novus Capital, AppHarvest and the proposed transaction. Investors and security holders may obtain free copies of the preliminary proxy statement/prospectus and definitive proxy statement/prospectus (when available) and other documents filed with the SEC by Novus Capital through the website maintained by the SEC at http://www.sec.gov, or by directing a request to: Novus Capital Corporation, 8556 Oakmont Lane, Indianapolis, IN 46260. The information contained on, or that may be accessed through, the websites referenced in this press release is not incorporated by reference into, and is not a part of, this press release.

Participants in the Solicitation

Novus Capital and its directors and officers may be deemed participants in the solicitation of proxies of Novus Capital’s shareholders in connection with the proposed business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of Novus Capital’s executive officers and directors in the solicitation by reading Novus Capital’s final prospectus filed with the SEC on May 15, 2020, the registration statement / proxy statement and other relevant materials filed with the SEC in connection with the business combination when they become available. Information concerning the interests of Novus Capital’s participants in the solicitation, which may, in some cases, be different than those of their stockholders generally, will be set forth in the registration statement / proxy statement relating to the business combination when it becomes available.

Contacts:

Novus Capital Corporation
Investors Relations
Robert Laikin, Chairman
RobertJLaikin@gmail.com

AppHarvest
Investor Relations
John Mills and Melissa Calandruccio, CFA
AppHarvestIR@icrinc.com

Media Relations
Cory Ziskind and Keil Decker
AppHarvestPR@icrinc.com

What it does have—thanks to $100 million in the bank and the ability to make a company public almost overnight—is loads of potential, say former Brightpoint Inc. CEO Bob Laikin and other founders.

Novus formed as a “blank check company”—an entity that exists to acquire one or more businesses and merge with them as a way to take those companies public. It filed a prospectus with the Securities and Exchange Commission in late April laying out plans to sell 10 million units at $10 apiece, with proceeds funding acquisitions.

Each unit consists of one share of common stock plus a whole warrant to purchase stock at $11.50 per share.

Laikin

Novus, which has listed its shares on the Nasdaq exchange under the NOVS ticker symbol, closed its funding round with lightning speed on May 19 and is looking to make an acquisition, likely in the tech sector, in the next 18 months.

If it can’t do that, it will refund investors their money—plus interest. In that case, the founders would lose about $3 million.

Novus officials told IBJ this week that the company plans to acquire just one firm. If the founders want to buy another, they would set up a second blank-check company and take it public.

Novus is the brainchild of Laikin and Larry Paulson, who has held executive posts at Brightpoint, Qualcomm and Nokia.

Laikin founded Brightpoint, a distributor of wireless mobile devices, in 1989 and grew annual sales to more than $5 billion before selling it to Ingram Micro for $840 million in cash in 2012.

The two had recently left their jobs and were having lunch in January when the subject of blank-check companies, also known as special purpose acquisition companies, came up.

“By the end of lunch, we decided to launch a SPAC,” Laikin said.

He and Paulson are confident they can make a successful acquisition—possibly as soon as early next year. And if they do so and deliver a solid return to investors, they said it won’t be their last blank-check company.

Paulson

Paulson said the next one will be “much bigger”—likely raising two to three times as much as this one.

Leadership team

Laikin serves as Novus chairman and Paulson is CEO. The duo brought in Brad Bostic, CEO of Hc1, an Indianapolis-based maker of data analytics software for health care organizations, and former Indiana Pacer player and serial investor Jeff Foster as Novus co-founders. Both will play a role in helping identify a firm to acquire.

“Bob asked me if I wanted to be a part of this and, before he could finish asking, I said yes,” Bostic said. “After I met Larry, I was even more enthused. I’m excited to be a part of a group that could expand my knowledge.”

Bostic also said Novus could have a significant economic impact on central Indiana.

Laikin said he’s known Bostic for more than a decade and brought him in due to his tech expertise—especially in bioinformatics and cloud computing—as well as his experience running a growing company and with mergers and acquisitions.

Laikin also hailed Foster, who played with the Pacers from 1999-2012 and has been called the Warren Buffett of the NBA for his investing prowess.

“Jeff is no figurehead,” Laikin said. “He’s been an experienced and successful investor for a number of years. He’s a [Novus] founder and value-added investor who will be a part of helping us identify acquisition targets.”

Bostic

Laikin said Novus will look to acquire a company in an industry in which the founders have some level of expertise. He said Paulson will be a big attraction.

“He’s a modest guy, but Larry Paulson is one of the leading technologists in the nation,” Laikin said. “He’s fluent in every tech language known to man.”

SPAC history

SPACs emerged in the early 1990s, and initially, they often included terms that were highly favorable to their founders. That, along with some poor performances, gave these companies a tarnished image in the 1990s and early 2000s.

But in recent years, SPACs have become a popular choice for private companies spooked by the ups and downs of the traditional initial public offering market. Instead of a traditional IPO, which would raise funds through a share sale, a fast-growing number of IPO candidates are choosing to sell themselves to SPACs instead.

Last year was a record year, with SPACs raising $13.6 billion in 59 IPOs, according to Dealogic, a London-based financial markets research firm. A quarter of all IPOs last year were SPACs, according to Dealogic.

Already this year, 29 SPACs have been launched, raising $8.5 billion, according to Dealogic. That trend has accelerated during the pandemic, with SPACs accounting for 80% of all IPOs in April.

Just four years ago, in 2016, only 12 SPACs were started, raising a combined $3.5 billion. In 2012, only four were launched, raising $300 million, according to multiple sources.

In recent years, a spate of SPACs involved high-profile businesses and business operators, giving credence to the movement.

Richard Branson’s spaceship company, Virgin Galactic Holdings; fantasy-sports website DraftKings; snack-maker Hostess Brands; and restaurant chain TGI Fridays are among companies to recently merge with SPACs.

Goldman Sachs, Credit Suisse, Deutsche Bank and Citigroup have all underwritten SPAC IPOs in recent years.

Currently 71 SPACs are on the market seeking targets, according to data from SPACInsider, a website devoted to research analysis and data about the industry.

“When the [traditional] IPO window gets closed for whatever reason, the SPAC window becomes very valuable,” Laikin said.

Lower risk

This year’s jump in SPACs shows investors expect good deals will be available when the coronavirus subsides, but they remain hesitant to put cash into companies going public soon, said Steven Levine, CEO of New York-based Early Bird Capital Inc.

“A SPAC is a more direct and certain path to becoming public,” said Levine, whose firm has been involved in numerous SPAC deals. “It takes the risk of an initial public offering off the table.”

One big advantage for investors is that directors of a company like Novus can make revenue projections during the SPAC deal, which a company going through a traditional IPO is not allowed by the SEC to do.

SPAC deals have registered some major recent successes.

Palo Alto, California-based Social Capital Hedosophia last year made news when its first blank-check company invested in space tourism venture Virgin Galactic, and Virgin’s stock soared 60% above its official October listing.

But the deals are not always rosy. Blank-check companies’ stock performance from 2010 to 2017 has underperformed the broader market by about 3% annually for the first three years after their IPOs, according to an analysis of 92 blank-check listings in that period by University of Florida finance professor Jay Ritter, who studies IPOs. Traditional IPOs typically outperform the broader market.

SPACs like Novus also must get approval from their investors to make an acquisition.

The cash raised in a SPAC IPO goes into a trust, where it earns interest until the merger with the target company is completed. At the time of the transaction, common stock can also be redeemed for a proportionate share of the cash in a SPAC’s trust.

Laikin said an acquisition involves two votes: Investors must first vote the potential acquisition up or down. Then, those investors must decide if they want to stay invested in the SPAC or cash out at the time of the acquisition.

“That means that an investor who sees the deal and doesn’t like it can ask for their money back,” said Douglas Ellenoff, a partner at the law firm Ellenoff Grossman & Schole, which has advised more than 65 SPACs in the last three years. “But they’ll almost always still vote in favor of the deal because it hurts their warrants if it fails.”

Pandemic no deterrent

The pandemic has done nothing to slow Novus down. To the contrary, Paulson said, it’s sped up the company’s development.

“The pandemic forced everyone to work from a distance through videoconferences and other digital means,” he said. “We’ve talked to more than 50 investors worldwide in two weeks’ time. That would have been unachievable in the old way of doing business.”

Novus officials are looking primarily at U.S. companies as acquisition targets but have taken a number of calls from interested overseas companies.

Bostic said Novus would like to make a deal with an Indiana company—though that’s far from a certainty.

“The founding investors in Novus are largely Indiana people,” Bostic said. “And we’re certainly open to doing a deal with any Indiana companies. Think about it: We could have a new publicly traded Indiana company with tremendous potential for growth.

“There are significant potential economic impacts for Indiana with this exciting initiative.”

Novus is looking for a company that is “past traditional startup [phase] but before IPO,” Laikin said, ideally with an enterprise value of $250 million to $1 billion.

If more capital is needed to make the acquisition, the company would acquire funds using what’s called a “private investment in public equity”—or a PIPE—deal, which involves selling publicly traded common shares or some form of preferred stock or convertible security to private investors. It is an allocation of shares in a public company, not through a public offering in a stock exchange. The PIPE deal takes place at the same time the merger closes.

In a PIPE deal, backers receive a new allocation of shares, warrants or both—potentially diluting existing shareholders. Some SPACs also have raised debt coinciding with their merger.

“We’ll pay a combination of cash and stock to get a deal done,” Paulson said. “We’ll issue more stock in Novus to make a deal. That’s how you can acquire a company with an enterprise value higher than the amount of money you initially raise.”

‘A good Wall Street story’

Novus is looking “to target companies that are at the forefront of high technology and are enabling the future evolution of 5G communication, virtual reality, artificial intelligence, cloud computing, machine learning, hardware and software distribution, and value-added customized logistics services,” according to its filing. But, Laikin added, officials might look at companies in other areas.

The Novus founders are using their vast networks, plus digital and social media, to identify targets.

“We’re looking to identify a company that has a good growth story in an exciting industry,” Laikin said. “We’re looking for a good Wall Street story.”

He said finding a target with a strong management team is key—and Novus intends to keep that team in place.

“Our message is not, ‘We want to acquire your company,’” Laikin said. “Our message is, ‘Novus Capital is a collaborative path to take your company public.’”

While confidence among Novus partners is high, success is not a slam dunk.

“The easiest part of the SPAC process is raising the money,” Laikin said. “It takes a lot of luck to find the right company to acquire. But luck follows hard work and we plan to out-hustle and out-work everybody.”

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Novus Capital Corporation

Novus Capital Corporation is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. The Company is led by Robert J. Laikin and Larry Paulson, who have significant hands-on experience helping high-tech companies optimize their existing and new growth initiatives by exploiting insights from rich data assets and intellectual property that already exist within most high-tech companies. The Company intends to focus its efforts on evaluating business combination targets opportunities in the smart technology innovations market. Specifically, the Company intends to target companies that are at the forefront of high technology and are enabling the future evolution of 5G communication, virtual reality, artificial intelligence, cloud computing, machine learning, hardware and software distribution and value-added customized logistics services. The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012.

Forward Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward looking statements are statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties which could cause actual results to differ from the forward looking statements, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial public offering. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.

Each unit consists of one share of common stock and one redeemable warrant, with each warrant entitling the holder to purchase one share of common stock at a price of $11.50 per share. Once the securities comprising the units begin separate trading, the common stock and warrants are expected to be traded on the Nasdaq Capital Market under the symbols “NOVS and “NOVSW”, respectively.

The underwriters have been granted a 45-day option to purchase up to an additional 1,500,000 units offered by the Company to cover over-allotments, if any.

The offering is expected to close on or about May 19, 2020, subject to customary closing conditions.

EarlyBirdCapital, Inc. is acting as the sole book-running manager of the offering. I-Bankers Securities, Inc. is acting as co-manager.

A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission on May 14, 2020. The offering is being made only by means of a prospectus, copies of which may be obtained by contacting EarlyBirdCapital, Inc., 366 Madison Avenue, 8th Floor, New York, NY 10017, Attn: Syndicate Department, 212-661-0200. Copies of the registration statement can be accessed through the SEC’s website at www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Novus Capital Corporation

Novus Capital Corporation is a blank check company organized for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization, or other similar business combination with one or more businesses or entities. The Company is led by Robert J. Laikin and Larry Paulson, who have significant hands-on experience helping high-tech companies optimize their existing and new growth initiatives by exploiting insights from rich data assets and intellectual property that already exist within most high-tech companies. The Company intends to focus its efforts on evaluating business combination targets opportunities in the smart technology innovations market. Specifically, the Company intends to target companies that are at the forefront of high technology and are enabling the future evolution of 5G communication, virtual reality, artificial intelligence, cloud computing, machine learning, hardware and software distribution and value-added customized logistics services. The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012.

Forward-Looking Statements

This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts. Such forward-looking statements, including with respect to the initial public offering and the anticipated use of the proceeds thereof, are subject to risks and uncertainties, which could cause actual results to differ from the forward-looking statements, including those set forth in the risk factors section of the prospectus used in connection with the Company’s initial public offering. No assurance can be given that the offering discussed above will be completed on the terms described, or at all, or that the net proceeds of the offering will be used as indicated. The Company expressly disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on which any statement is based, except as required by law.