SecProbe.io

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 Energy Vault Holdings, Inc.

 4165 East Thousand Oaks Blvd., Suite 100

 Westlake Village, CA 91362

 (805) 852-0000

 January 14, 2026

 Via EDGAR

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549-3561

 Re: Request for Acceleration of Effectiveness of Registration Statement
on Form S-3 (Registration No. 333-292650) of Energy Vault Holdings, Inc.

 Ladies and Gentlemen,

 On behalf of Energy Vault
Holdings, Inc. and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests
that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated to 4:00 p.m., Washington, D.C.
time, on Friday, January 16, 2026, or as soon thereafter as practicable.

 Thank you for your assistance
with this matter. If you need any additional information, please contact Benjamin N. Heriaud of Vinson & Elkins L.L.P. at (212)
237-0162.

 Very truly yours,

 ENERGY VAULT HOLDINGS, INC.

 By:
 /s/
 Brad Eastman

 Name:
 Brad
 Eastman

 Title:
 Chief
 Legal Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 January 13, 2026

Robert Piconi
Chief Executive Officer
Energy Vault Holdings, Inc.
4165 East Thousand Oaks Blvd. Suite 100
Westlake Village, California 91362

 Re: Energy Vault Holdings, Inc.
 Registration Statement on Form S-3
 Filed January 9, 2026
 File No. 333-292650
Dear Robert Piconi:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Bradley Ecker at 202-551-4985 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

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Energy Vault Holdings, Inc.

4360 Park Terrace Drive

Suite 100

Westlake Village, California 91361

July 19, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:	       Energy
Vault Holdings, Inc.

Registration Statement on Form S-3

File No. 333-273089

To the addressees set forth above:

Pursuant to Rule 461 of Regulation C of the
General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, on behalf of Energy Vault Holdings, Inc.,
respectfully requests that the effective date of the Registration Statement on Form S-3 referred to above be accelerated so that
it will become effective at 4:00 P.M. Eastern Time on July 20, 2023, or as soon as practicable thereafter.

If you have any questions or require additional
information, please contact Patrick H. Shannon, Esq. of Latham & Watkins LLP at (202) 637-1028, or in his absence, Samuel
D. Rettew, Esq. of Latham & Watkins LLP at (737) 910-7342. Thank you for your assistance and cooperation in this matter.

    Very truly yours,

    Energy Vault Holdings, Inc.

    By:
    /s/ Jan Kees van Gaalen

    Jan Kees van Gaalen

    Chief Financial Officer

cc:	         Patrick
H. Shannon, Latham & Watkins LLP

Samuel D. Rettew, Latham & Watkins LLP

CORRESP
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    555 Eleventh Street, N.W., Suite 1000

    Washington, D.C. 20004-1304

    Tel: +1.202.637.2200 Fax: +1.202.637.2201

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Austin
    Milan

    Beijing
    Munich

    Boston
    New York

    Brussels
    Orange County

    Century City
    Paris

    Chicago
    Riyadh

    Dubai
    San Diego

    June 2, 2023
    Düsseldorf
    San Francisco

    Frankfurt
    Seoul

    Via EDGAR
    Hamburg
    Shanghai

    Hong Kong
    Silicon Valley

    Securities and Exchange Commission
    Houston
    Singapore

    Division of Corporation Finance
    London
    Tel Aviv

    100 F Street, N.E.
    Los Angeles
    Tokyo

    Washington, D.C. 20549
    Madrid
    Washington, D.C.

    Attn:
    Jennifer Angelini

    Jay Ingram

    Division of Corporation Finance

    Office of Manufacturing

    Re:
     Energy Vault Holdings, Inc.

    Post-Effective Amendment No. 2 to Form S-1 on Form S-3

    Filed May 22, 2023

    File No. 333-262720

Ladies and Gentlemen:

On behalf of our client, Energy
Vault Holdings, Inc. (the “Company”), we submit this letter setting forth the responses of the Company to the
comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated May 31, 2023 (the “Comment Letter”) with respect to the Post-Effective Amendment
No. 2 to Form S-1 on Form S-3 filed with the Commission by the Company on May 22, 2023. Concurrently with the submission of this letter,
the Company has filed Post-Effective Amendment No. 3 to Form S-1 on Form S-3 (the “Registration Statement”).

For your convenience, we have
the comment of the Staff from the Comment Letter in bold and italics below and provided our response below the comment. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

General

 1. Please update information regarding share ownership and outstanding shares as of April 7, 2023, to reflect information as
of the most recent practicable date.

Response: The Company respectfully
acknowledges the Staff’s comments and has revised the disclosure on pages 10 to 14.

June 2, 2023

Page 2

 2. We note that the opinion filed as Exhibit 5.1 relates to 71,202,366 resale shares, while your registration
statement registers 72,651,205 resale shares. Please file a legal opinion covering all the shares being registered. In addition, please
revise the legal matters section of your registration statement to reflect that the opinion covers both shares and private warrants.

Response: The Company respectfully
acknowledges the Staff’s comments and has revised the disclosure on page 19 and included a revised opinion of counsel as Exhibit
5.1.

Exhibits

 3. Please include the filing fee table required to be filed as Exhibit 107 by Item 601 of Regulation
S-K, or advise.

Response: The Company respectfully
acknowledges the Staff’s comments and has filed the filing fee table required to be filed as Exhibit 107 by Item 601 of Regulation
S-K reflecting the filing fee paid in connection with the initial S-1, updated to disclose that the fee has been preivously paid.

*     *     *     *

June 2, 2023

Page 3

We
hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly
as possible. Please direct any questions or comments regarding the foregoing to me at (737) 910-7342.

    Very truly yours,

    /s/ Samuel Rettew

    Samuel Rettew

    of LATHAM & WATKINS LLP

cc:         Robert Piconi, Energy Vault Holdings, Inc.

United States securities and exchange commission logo
May 31, 2023
Robert Piconi
Chief Executive Officer
Energy Vault Holdings, Inc.
4360 Park Terrace Drive, Suite 100
Westlake Village, CA 93161
Re:Energy Vault Holdings, Inc.
Post-Effective Amendment No. 2 to Form S-1 on Form S-3
Filed May 22, 2023
File No. 333-262720
Dear Robert Piconi:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment No. 2 filed May 22, 2023
General
1.Please update information regarding share ownership and outstanding shares as of April 7,
2023, to reflect information as of the most recent practicable date.
2.We note that the opinion filed as Exhibit 5.1 relates to 71,202,366 resale shares, while
your registration statement registers 72,651,205 resale shares.  Please file a legal opinion
covering all the shares being registered.  In addition, please revise the legal matters
section of your registration statement to reflect that the opinion covers both shares and
private warrants.

 FirstName LastNameRobert Piconi
 Comapany NameEnergy Vault Holdings, Inc.
 May 31, 2023 Page 2
 FirstName LastName
Robert Piconi
Energy Vault Holdings, Inc.
May 31, 2023
Page 2
Exhibits
3.Please include the filing fee table required to be filed as Exhibit 107 by Item 601 of
Regulation S-K, or advise.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Samuel Rettew

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    555 Eleventh Street, N.W., Suite 1000

    Washington, D.C. 20004-1304

    Tel: +1.202.637.2200 Fax: +1.202.637.2201

    www.lw.com

    FIRM / AFFILIATE OFFICES

    Austin

    Milan

    Beijing

    Munich

    Boston

    New York

    Brussels

    Orange County

    Century City

    Paris

    Chicago

    Riyadh

    May 19, 2023
    Dubai

    San Diego

    Düsseldorf

    San Francisco

    Frankfurt

    Seoul

    Via EDGAR
    Hamburg

    Shanghai

    Hong Kong

    Silicon Valley

    Securities and Exchange Commission
    Houston

    Singapore

    Division of Corporation Finance
    London

    Tel Aviv

    100 F Street, N.E.
    Los Angeles

    Tokyo

    Washington, D.C. 20549
    Madrid

    Washington, D.C.

Attn:       Jennifer Angelini

Jay Ingram

Division of Corporation Finance

Office of Manufacturing

Re:          Energy Vault Holdings, Inc.

Post-Effective Amendment No. 1 to Form S-1
on Form S-3

File May 8, 2023

File No. 333-262720

Ladies and Gentlemen:

On behalf of our client, Energy
Vault Holdings, Inc. (the “Company”), we submit this letter setting forth the responses of the Company
to the comments provided by the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
in its comment letter dated May 10, 2023 (the “Comment Letter”) with respect to the Post-Effective Amendment
No. 1 to Form S-1 on Form S-3 filed with the Commission by the Company on May 8, 2023. Concurrently with the submission
of this letter, the Company has filed Post-Effective Amendment No. 2 to Form S-1 on Form S-3 (the “Registration
Statement”).

For your convenience, we have
the comment of the Staff from the Comment Letter in bold and italics below and provided our response below the comment. Unless otherwise
indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.

Cover Page

 1. Please disclose the methods by which the price for the private warrants will be determined. Refer
to Instruction 2 to Item 501(b)(3) of Regulation S-K. Disclose whether there is an established public trading market for the private
warrants or whether you intend to apply for listing of the private warrants on any national securities exchange or recognized trading
system. Revise accordingly references to "market prices" or "at the market" when describing the method of determining
the price for, or the offering of, private warrants. Make appropriate conforming changes to the plan of distribution section.

Response: The Company respectfully
acknowledges the Staff’s comments and has revised the disclosure on the cover page of the prospectus, as well as in the Plan
of Distribution section on page 15. The Company has clarified in the cover page that the Private Warrants are not listed
on the New York Stock Exchange and that the Company does not intend to apply to list the Private Warrants on the New York Stock Exchange
or any other exchange. Since there is no established public trading market for the Private Warrants the Company has confirmed its expectation
that the price at which the Private Warrants may be sold will be primarily derived with reference to the market price of the shares of
the Company’s common stock underlying such Private Warrants.

May 19, 2023

Page 2

 2. We note that your Form 10-K incorporates Part III information by reference to the definitive
proxy statement filed on April 17, 2023. Please revise this section to specifically incorporate by reference this proxy statement.
Refer to Item 12 of Form S-3. We also note references to Forms 8-K filed before fiscal year-end, which are not required to be incorporated
by reference; please revise or advise.

Response: The Company respectfully
acknowledges the Staff’s comments and has revised the disclosure on page iv.

 3. Please request counsel to revise the opinion filed as Exhibit 5.1 to clearly opine as to the
Warrant Shares on a when-issued basis. In this regard, we note the various tenses included in the following paragraph, “The Warrant
Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the applicable
Warrant holders, and have been issued by the Company upon exercise of the Warrants against payment therefor (not less than par value)
in the manner contemplated by the Registration Statement, the Warrants and the Warrant Agreement. The issuance of the Warrant Shares have
been duly authorized by all necessary corporate action of the Company, and the Warrant Shares are validly issued, fully paid and nonassessable;”
please reconcile.

Response: The Company respectfully
acknowledges the Staff’s comments and has included a revised opinion of counsel as Exhibit 5.1.

 4. Please revise your exhibit index to include all exhibits required pursuant to Item 16 of Form S-3
and Item 601 of Regulation S-K. Include, without limitation, the private warrant agreement and other material agreements, including those
filed with the underlying Form S-1 and/or incorporated by reference to your Form 10-K.

Response: The Company respectfully
acknowledges the Staff’s comments and has revised the exhibit list accordingly.

*   *   *    *

May 19, 2023

Page 3

We hope that the foregoing
has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please
direct any questions or comments regarding the foregoing to me at (737) 910-7342.

    Very truly yours,

    /s/ Samuel Rettew

    Samuel Rettew

    of LATHAM & WATKINS LLP

cc:      Robert Piconi, Energy Vault Holdings, Inc.

United States securities and exchange commission logo
May 10, 2023
Robert Piconi
Chief Executive Officer
Energy Vault Holdings, Inc.
4360 Park Terrace Drive, Suite 100
Westlake Village, CA 93161
Re:Energy Vault Holdings, Inc.
Post-Effective Amendment No. 1 to Form S-1 on Form S-3
Filed May 8, 2023
File No. 333-262720
Dear Robert Piconi:
            We have reviewed your post-effective amendment and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment No. 1 filed May 8, 2023
Cover Page
1.Please disclose the methods by which the price for the private warrants will be
determined.  Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.  Disclose whether
there is an established public trading market for the private warrants or whether you
intend to apply for listing of the private warrants on any national securities exchange or
recognized trading system.  Revise accordingly references to "market prices" or "at the
market" when describing the method of determining the price for, or the offering of,
private warrants.  Make appropriate conforming changes to the plan of distribution
section.

 FirstName LastNameRobert Piconi
 Comapany NameEnergy Vault Holdings, Inc.
 May 10, 2023 Page 2
 FirstName LastName
Robert Piconi
Energy Vault Holdings, Inc.
May 10, 2023
Page 2
Incorporation by Reference, page iv
2.We note that your Form 10-K incorporates Part III information by reference to the
definitive proxy statement filed on April 17, 2023.  Please revise this section to
specifically incorporate by reference this proxy statement.  Refer to Item 12 of Form S-3.
We also note references to Forms 8-K filed before fiscal year-end, which are not required
to be incorporated by reference; please revise or advise.
Exhibits
3.Please request counsel to revise the opinion filed as Exhibit 5.1 to clearly opine as to the
Warrant Shares on a when-issued basis.  In this regard, we note the various tenses
included in the following paragraph, "The Warrant Shares shall have been duly registered
on the books of the transfer agent and registrar therefor in the name or on behalf of the
applicable Warrant holders, and have been issued by the Company upon exercise of the
Warrants against payment therefor (not less than par value) in the manner contemplated
by the Registration Statement, the Warrants and the Warrant Agreement. The issuance of
the Warrant Shares have been duly authorized by all necessary corporate action of the
Company, and the Warrant Shares are validly issued, fully paid and nonassessable;"
please reconcile.
4.Please revise your exhibit index to include all exhibits required pursuant to Item 16 of
Form S-3 and Item 601 of Regulation S-K.  Include, without limitation, the private
warrant agreement and other material agreements, including those filed with the
underlying Form S-1 and/or incorporated by reference to your Form 10-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Samuel Rettew

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Energy Vault Holdings, Inc.

4360 Park Terrace Drive, Suite 100

Westlake Village, California 91361

May 4, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

Attn:       Bradley
Ecker

 Re: Energy Vault Holdings, Inc.

Registration Statement on Form S-1 (File No. 333-262720)

Ladies and Gentlemen:

Energy Vault Holdings, Inc.
(the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate
action to make the above-referenced Registration Statement on Form S-1 effective at 5:30 p.m., Eastern Time, on Friday, May 6,
2022, or as soon thereafter as practicable.

The Company hereby authorizes
Jeffrey Vetter and Michael Irvine of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Company, to
orally modify or withdraw this request for acceleration.

Once the Registration Statement
has been declared effective, please orally confirm that event with Jeffrey Vetter of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP, counsel to the Company, at (650) 321-2400, or in his absence, Michael Irvine at (415) 801-4880.

    Very truly yours,

    Energy Vault Holdings, Inc.

    By:
    /s/ Robert Piconi

    Robert Piconi

    Chief Executive Officer

 cc: Jeffrey Vetter, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Michael Irvine, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

CORRESP
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May 3, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention:    Erin
Purnell
                        Bradley Ecker

 Re: Energy Vault Holdings, Inc.

                         Amendment
No. 2 to Registration Statement on Form S-1

Filed April 8, 2022

File No. 333-262720

Ladies and Gentlemen:

On behalf of Energy Vault Holdings, Inc. (the
 “Company”), this letter responds to the comments set forth in the letter to the Company dated April 22,
2022 from the staff of the Securities and Exchange Commission (the “Staff”), with respect to the above-referenced
Amendment No. 2 to Registration Statement (the “Registration Statement”). For your convenience, we have
repeated and numbered the comments from the April 22, 2022 letter in italicized print, and the Company’s responses are provided
below each comment.

On behalf of the Company,
we are also electronically transmitting for filing an amended version of the Company’s Amendment No. 3 to Registration Statement
on Form S-1 (“Amended Registration Statement”).

Amendment No. 2 to Registration Statement
on Form S-1

Selling Securityholders, page 102

1. We note your disclosure on page 108 in response to comment 1 that based on the closing prices
of your securities on April 7, 2022, the selling securityholders would have a potential unrealized gain of approximately $1.3 billion
in the aggregate. Please revise to include this disclosure on the cover page.

Securities and Exchange Commission

May 3, 2022

Page 2

RESPONSE TO COMMENT 1:

The Company has revised its disclosures
on the cover page of the Amended Registration Statement’s prospectus to disclose the potential unrealized gain that the selling
securityholders would have in the aggregate based on prevailing market prices for the Company’s securities.

[Remainder of page intentionally left blank.]

Securities and Exchange Commission

May 3, 2022

Page 3

* * * * *

Please do not hesitate to
contact me at (650) 463-5335 if you have any questions or would like additional information regarding this matter.

Very truly yours,

  /s/ Jeffrey R. Vetter

cc: Robert Piconi

Energy Vault Holdings, Inc.

Michael
Irvine

Gunderson
Dettmer Stough Villeneuve Franklin & Hachigian, LLP

United States securities and exchange commission logo
April 22, 2022
Robert Piconi
Chief Executive Officer
Energy Vault Holdings, Inc.
4360 Park Terrace Drive Suite 100
Westlake Village, California 93161
Re:Energy Vault Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed on April 8, 2022
File No. 333-262720
Dear Mr. Piconi:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 30, 2022 letter.
Amendment No. 2 to Registration Statement on Form S-1
Selling Securityholders, page 102
1.We note your disclosure on page 108 in response to comment 1 that based on the closing
prices of your securities on April 7, 2022, the selling securityholders would have a
potential unrealized gain of approximately $1.3 billion in the aggregate.  Please revise to
include this disclosure on the cover page.

 FirstName LastNameRobert Piconi
 Comapany NameEnergy Vault Holdings, Inc.
 April 22, 2022 Page 2
 FirstName LastName
Robert Piconi
Energy Vault Holdings, Inc.
April 22, 2022
Page 2
            You may contact Bradley Ecker, Staff Attorney, at (202) 551-4985 or Erin Purnell, Legal
Branch Chief, at (202) 551-3454 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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April 8, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

 Attention: Erin
Purnell

Bradley Ecker

 Re: Energy Vault Holdings, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed March 8, 2022

    File No. 333-262720

Ladies and Gentlemen:

On behalf of Energy Vault Holdings, Inc. (the
“Company”), this letter responds to the comments set forth in the letter to the Company dated March 30,
2022 from the staff of the Securities and Exchange Commission (the “Staff”), with respect to the above-referenced
Amendment No. 1 to Registration Statement. For your convenience, we have repeated and numbered the comments from the March 30,
2022 letter in italicized print, and the Company’s responses are provided below each comment.

On behalf of the Company,
we are also electronically transmitting for filing an amended version of the Company’s Amendment No. 1 to Registration Statement
on Form S-1 (“Amended Registration Statement”).

Amendment No. 1 to Registration Statement
on Form S-1

General

 1. Revise your prospectus to disclose the price that each selling securityholder paid for the securities
or warrants being registered for resale. Highlight any differences in the current trading price, the prices that the Sponsor, PIPE investors,
and other selling securityholders acquired their shares and warrants, and the price that the public securityholders acquired their shares
and warrants. Disclose that, should the value of your common stock fall below $10.00 per share, the Sponsor and other selling securityholders
may still experience a positive rate of return while your public securityholders may not experience a similar rate of return. Please also
disclose the potential profit the selling securityholders will earn based on the current trading price. Lastly, please include appropriate
risk factor disclosure.

Securities and Exchange Commission

April 8, 2022

Page 2

RESPONSE TO COMMENT 1:

The Company has revised its
disclosures on the cover page and pages 38 and 108 to disclose the prices that the selling securityholders paid for the
common stock and warrants being registered for resale and the difference between such prices and prevailing market prices. The
prices paid for the securities registered for resale by the selling securityholders identified as “Energy Vault, Inc.
Securityholders” on page 103 of the Amended Registration Statement are listed on pages 105 and 106. Elsewhere, the Company
has disclosed purchase price paid by the former Energy Vault, Inc. Securityholders on a weighted-average basis, as the Company
believes that this disclosure still illustrates the difference in the price paid as compared to the market price. The Company has
also revised the disclosures to state that the selling securityholders may have a potential for unrealized gain even if they sell
the registered securities when the market price of the Company’s common stock is under $10.00 per share and the amount of such
potential unrealized gain based on prevailing market prices. The Company has also added an additional risk factor on page 38.

 2. Please revise to update your disclosure throughout the filing and address areas that appear to need
updating or that present inconsistencies. Non-exclusive examples of areas where disclosure should be updated are as follows:

 · Your disclosure on pages 9 and 10 reflects the year ended December 31, 2020. Please update your disclosure in Risk Factors and throughout the filing to reflect the year ended December 31,
                                                                                                            2021.

 · Your disclosure in Description of Securities on page 88 and in Beneficial Ownership of Securities
on page 97 is as of February 11, 2022. Please update your disclosure to be as of the most recent practicable date.

RESPONSE TO COMMENT 2:

The Company has revised disclosures
on pages 9 and 10 to reflect the year ended December 31, 2021 and pages 43, 91, 92 and 100 through 108 to be as of the most recent practicable date.

Cover Page

 3. For each of the securities and warrants being registered for resale, disclose the price that the
selling securityholders paid for such securities and warrants.

RESPONSE TO COMMENT 3:

The Company has revised the cover page to
disclose the price that the selling securityholders paid for the securities being registered for resale. For the former Energy Vault, Inc.
Securityholders, such price is disclosed on a weighted-average basis, as the Company believes that this disclosure still illustrates the
difference in the price paid as compared to the market price.

Securities and Exchange Commission

April 8, 2022

Page 3

 4. Disclose the exercise price of the warrants compared to the market price of the underlying securities.
If the warrants are out the money, please disclose the likelihood that warrant holders will not exercise their warrants. Provide similar
disclosure in the prospectus summary, risk factors, MD&A and use of proceeds sections and disclose that cash proceeds associated with
the exercises of the warrants are dependent on the stock price. As applicable, describe the impact on your liquidity and update the discussion
on the ability of your company to fund your operations on a prospective basis with your current cash on hand.

RESPONSE TO COMMENT 4:

The Company has revised the cover
page to disclose the exercise price of the warrants registered for resale compared to the prevailing market price of the
Company’s common stock and to disclose the impact of market prices on the likelihood that warrantholders will exercise their
warrants. The Company has revised the disclosures on page 8 in the Prospectus Summary, on page 14 of the Risk Factors,
page 42 of Use of Proceeds and page 60 of Management’s Discussion & Analysis of Financial Condition and
Results of Operation to disclose the impact of market prices on the likelihood that warrantholders will exercise their warrants. The
Company has also revised page 60 to clarify its belief that the proceeds from the business combination will be adequate to fund
its operations for the next twelve months, regardless of cash proceeds received upon the exercise for cash of warrants.

 5. We note the significant number of redemptions of your common stock in connection with your business
combination and that the shares being registered for resale will constitute a considerable percentage of your public float. We also note
that most of the shares being registered for resale were purchased by the selling securityholders for prices considerably below the current
market price of the common stock. Highlight the significant negative impact sales of shares on this registration statement could have
on the public trading price of the common stock.

RESPONSE TO COMMENT 5:

The Company has revised the cover page to
disclose the negative impact that sales of shares under the Amended Registration Statement could have on the market prices of the Company’s
common stock and warrants.

Risk Factors, page 9

 6. Include an additional risk factor highlighting the negative pressure potential sales of shares pursuant
to this registration statement could have on the public trading price of your common stock. To illustrate this risk, disclose the purchase
price of the securities being registered for resale and the percentage that these shares currently represent of the total number of shares
outstanding. Also disclose that even if the price of your common stock falls below the SPAC IPO price, the private investors have an incentive
to sell because they will still profit on sales because of the lower price that they purchased their shares than the public investors.

Securities and Exchange Commission

April 8, 2022

Page 4

RESPONSE TO COMMENT 6:

The Company has revised disclosures
on page 38  to include an additional risk factor highlighting the negative pressure potential sales of shares pursuant to the Registration
Statement could have on the public trading price of the Company’s common stock.

Business, page 63

 7. In light of the significant number of redemptions and the possibility that the company may not receive
significant proceeds from exercises of the warrants if there is a disparity between the exercise price of the warrants and the trading
price of the common stock, expand your discussion of capital resources to address any changes in the company’s liquidity position
since the business combination. If the company is likely to have to seek additional capital, discuss the effect of this offering on the
company’s ability to raise additional capital.

RESPONSE TO COMMENT 7:

The Company has revised disclosures
on pages 72 and 73 to expand its discussion of capital resources to address any changes in the Company’s liquidity position since
the Business Combination.

 8. Please expand your discussion here to reflect the fact that this offering involves the potential
sale of a substantial portion of shares for resale and discuss how such sales could impact the market price of the company’s common
stock. Your discussion should highlight the fact that the Energy Vault Inc. Securityholders identified on page 100, beneficial owners
of more than 45% of your outstanding shares, will be able to sell all of their shares for so long as the registration statement of which
this prospectus forms a part is available for use.

RESPONSE TO COMMENT 8:

The Company has revised disclosures
on pages 72 and 73 to disclose the fact that this offering involves the potential sale of a substantial portion of shares for resale and
the potential impact that such sales could have on the market price of the Company’s common stock.

 9. Please disclose whether you entered into any forward purchase or other agreements that provide certain
investors with the right to sell back shares to the company at a fixed price for a given period after the closing date of the business
combination. If so, please revise to discuss the risks that these agreements may pose to other holders if you are required to buy back
the shares of your common stock as described therein. For example, discuss how such forced purchases would impact the cash you have available
for other purposes and to execute your business strategy.

RESPONSE TO COMMENT 9:

The Company has revised disclosures
on page 72  to disclose that it has neither entered into nor intends to enter into any forward purchase or other agreements that
provide certain investors with the right to sell back shares to the Company at a fixed price for a given period after the closing date
of the business combination.

[Remainder of page intentionally left blank.]

Securities and Exchange Commission

April 8, 2022

Page 5

* * * * *

Please do not hesitate to
contact me at (650) 463-5335 if you have any questions or would like additional information regarding this matter.

    Very truly yours,

    /s/ Jeffrey R. Vetter

cc: Robert Piconi

Energy Vault Holdings, Inc.

  Michael Irvine

  Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

United States securities and exchange commission logo
March 30, 2022
Robert Piconi
Chief Executive Officer
Energy Vault Holdings, Inc.
4360 Park Terrace Drive Suite 100
Westlake Village, California 93161
Re:Energy Vault Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed on March 8, 2022
File No. 333-262720
Dear Mr. Piconi:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities or warrants being registered for resale. Highlight any differences in the current
trading price, the prices that the Sponsor, PIPE investors, and other selling
securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that, should the value of your
common stock fall below $10.00 per share, the Sponsor and other selling securityholders
may still experience a positive rate of return while your public securityholders may not
experience a similar rate of return.  Please also disclose the potential profit the selling
securityholders will earn based on the current trading price. Lastly, please include
appropriate risk factor disclosure.

 FirstName LastNameRobert Piconi
 Comapany NameEnergy Vault Holdings, Inc.
 March 30, 2022 Page 2
 FirstName LastName
Robert Piconi
Energy Vault Holdings, Inc.
March 30, 2022
Page 2
2.Please revise to update your disclosure throughout the filing and address areas that appear
to need updating or that present inconsistencies. Non-exclusive examples of areas where
disclosure should be updated are as follows:
•Your disclosure on pages 9 and 10 reflects the year ended December 31, 2020.
Please update your disclosure in Risk Factors and throughout the filing to reflect the
year ended December 31, 2021.
•Your disclosure in Description of Securities on page 88 and in Beneficial Ownership
of Securities on page 97 is as of February 11, 2022.  Please update your disclosure to
be as of the most recent practicable date.
Cover Page
3.For each of the securities and warrants being registered for resale, disclose the price that
the selling securityholders paid for such securities and warrants.
4.Disclose the exercise price of the warrants compared to the market price of the underlying
securities. If the warrants are out the money, please disclose the likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure in the prospectus
summary, risk factors, MD&A and use of proceeds sections and disclose that cash
proceeds associated with the exercises of the warrants are dependent on the stock price.
As applicable, describe the impact on your liquidity and update the discussion on the
ability of your company to fund your operations on a prospective basis with your current
cash on hand.
5.We note the significant number of redemptions of your common stock in connection with
your business combination and that the shares being registered for resale will constitute a
considerable percentage of your public float. We also note that most of the shares being
registered for resale were purchased by the selling securityholders for prices considerably
below the current market price of the common stock. Highlight the significant negative
impact sales of shares on this registration statement could have on the public trading price
of the common stock.
Risk Factors, page 9
6.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of
your common stock. To illustrate this risk, disclose the purchase price of the securities
being registered for resale and the percentage that these shares currently represent of the
total number of shares outstanding. Also disclose that even if the price of your common
stock falls below the SPAC IPO price, the private investors have an incentive to sell
because they will still profit on sales because of the lower price that they purchased their
shares than the public investors.

 FirstName LastNameRobert Piconi
 Comapany NameEnergy Vault Holdings, Inc.
 March 30, 2022 Page 3
 FirstName LastName
Robert Piconi
Energy Vault Holdings, Inc.
March 30, 2022
Page 3
Business, page 63
7.In light of the significant number of redemptions and the possibility that the company may
not receive significant proceeds from exercises of the warrants if there is a disparity
between the exercise price of the warrants and the trading price of the common stock,
expand your discussion of capital resources to address any changes in the company’s
liquidity position since the business combination. If the company is likely to have to seek
additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital.
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that the Energy Vault Inc. Securityholders identified on page
100, beneficial owners of more than 45% of your outstanding shares, will be able to sell
all of their shares for so long as the registration statement of which this prospectus forms a
part is available for use.
9.Please disclose whether you entered into any forward purchase or other agreements that
provide certain investors with the right to sell back shares to the company at a fixed price
for a given period after the closing date of the business combination.  If so, please revise
to discuss the risks that these agreements may pose to other holders if you are required to
buy back the shares of your common stock as described therein.  For example, discuss
how such forced purchases would impact the cash you have available for other purposes
and to execute your business strategy.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202) 551-3454 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
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Energy Vault Holdings, Inc.

4360 Park Terrace Drive, Suite 100

Westlake Village, California 93161

March 9, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

Attn: Bradley Ecker

 Re: Energy Vault Holdings, Inc.

Withdrawal of Acceleration Request - Registration Statement on Form S-1 (File No. 333-262720)

Ladies and Gentlemen:

Reference is made to the letter
from Energy Vault Holdings, Inc. (the “Company”), filed as correspondence via EDGAR on March 8, 2022, in which the
Company requested the acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (the “Registration
Statement”) to 9:00 a.m., Eastern Time, on Thursday, March 10, 2022, or as soon thereafter as practicable (the “Effective
Time”), in accordance with Rule 461 under the Securities Act of 1933, as amended.

The Company no longer requests
that such Registration Statement be declared effective at the Effective Time, and the Company hereby withdraws its request for the acceleration
of the effective date until providing further notice.

If you have any questions regarding
the foregoing, please contact Jeffrey Vetter of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the
Company, at (650) 321-2400, or in his absence, Michael Irvine at (415) 801-4880.

    Very
    truly yours,

    Energy
    Vault Holdings, Inc.

    By:
     /s/ Robert Piconi

    Robert
    Piconi

    Chief
    Executive Officer

 cc: Jeffrey Vetter, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

Michael Irvine, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

CORRESP
1
filename1.htm

Energy Vault Holdings, Inc.

4360 Park Terrace Drive, Suite 100

Westlake Village, California 93161

March 8, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street N.E.

Washington, D.C. 20549

Attn:       Bradley
Ecker

 Re: Energy Vault Holdings, Inc.

Registration Statement on Form S-1 (File No. 333-262720)

Ladies and Gentlemen:

Energy Vault Holdings, Inc.
(the “Company”) hereby requests that the U.S. Securities and Exchange Commission (the “Commission”) take appropriate
action to make the above-referenced Registration Statement on Form S-1 effective at 9:00 a.m., Eastern Time, on Thursday, March 10,
2022, or as soon thereafter as practicable.

The Company hereby authorizes
Jeffrey Vetter and Michael Irvine of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP, counsel to the Company, to
orally modify or withdraw this request for acceleration.

Once the Registration Statement
has been declared effective, please orally confirm that event with Jeffrey Vetter of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP, counsel to the Company, at (650) 321-2400, or in his absence, Michael Irvine at (415) 801-4880.

 Very truly yours,

  Energy Vault Holdings, Inc.

  By: /s/ Robert Piconi

  Robert Piconi

  Chief Executive Officer

 cc: Jeffrey Vetter, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP
 Michael
                                                           Irvine, Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP

United States securities and exchange commission logo
February 23, 2022
Robert Piconi
Chief Executive Officer
Energy Vault Holdings, Inc.
4360 Park Terrace Drive Suite 100
Westlake Village, California 93161
Re:Energy Vault Holdings, Inc.
Registration Statement on Form S-1
Filed on February 14, 2022
File No. 333-262720
Dear Mr. Piconi:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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NOVUS CAPITAL CORPORATION II

8556 Oakmont Lane

Indianapolis, Indiana 46260

January 19, 2022

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Novus Capital Corporation II

    Registration Statement on Form S-4, as amended

    File No. 333-260307

    Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities Act of 1933,
as amended, Novus Capital Corporation II (the “Registrant”) hereby requests acceleration of the effective date of its Registration
Statement on Form S-4 (File No. 333-260307), as amended (the “Registration Statement”), so that it may become effective
at 5:00 p.m., Eastern time, on January 21, 2022, or as soon thereafter as practicable.

[The remainder of this page is intentionally
left blank.]

    Very truly yours,

    NOVUS CAPITAL CORPORATION II

    By:
    /s/ Robert J. Laikin

    Name: Robert J. Laikin

    Title:   Chief Executive Officer

CORRESP
1
filename1.htm

1271 Avenue of the
Americas |New York, NY 10020

 blankrome.com

    Phone:
    (212)
    885-5000

    Fax:
    (917)
    332-3057

    Email:
    brad.shiffman@blankrome.com

   January 12, 2022

VIA EDGAR AND OVERNIGHT DELIVERY

Beverly Singleton

Kevin Woody

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F St., N.E.

Washington, D.C. 20549

 Re: Novus Capital Corporation II

Amendment No. 2 to Registration Statement on Form S-4

Filed December 30, 2021

File No. 333-260307

Dear Ms. Singleton and Mr. Woody,

On behalf of our client,
Novus Capital Corporation II, a Delaware corporation (the “Company”), and pursuant to the applicable provisions
of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities
and Exchange Commission (the “Commission”) a complete copy of Amendment No. 3 (“Amendment
No. 2”) to the above-captioned Amendment No. 2 to Registration Statement on Form S-4 of the Company filed
with the Commission on December 30, 2021 (collectively, the “Registration Statement”).

Amendment No. 3 reflects
certain revisions to the Registration Statement in response to the comment letter to Mr. Laikin, the Company’s Chief Executive
Officer, dated January 6, 2022, from the staff of the Commission (the “Staff”) and other updated information.
For your convenience, we are also providing copies of Amendment No. 3, marked to show changes against the Registration Statement,
in the traditional non-EDGAR format to you.

The numbered paragraphs in
italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Registration Statement.

Amendment No. 2 to Registration Statement
on Form S-4

General

 1. Please update executive compensation
                                            disclosure as of the fiscal year ended December 31, 2021.

Response:
The Company respectfully notes the Staff’s comment and has updated the disclosures under the caption “Energy Vault’s
Executive Compensation” on pages 177-185.

January 12, 2022

Page 2

Novus - September 30, 2021 Unaudited
Interim Financial Statements

Note 2. Restatement of Previously Issued Financial
Statements, page F-75

 2. Please refer to your inclusion of
                                            the restated balance sheet information as of February 8, 2021. This post-IPO balance
                                            sheet, reflecting the receipt of the SPAC IPO net proceeds, on an audited basis was included
                                            in a Form 8-K dated February 12, 2021. Since that time, the post-IPO balance sheet
                                            was restated on an unaudited basis to reflect the reclassification of all Class A common
                                            stock subject to possible redemption as temporary equity. Please amend the following forms
                                            or tell us why such amendment is unnecessary.

 • Form 8-K
                                            filed on February 12, 2021 to include a restated audited post-IPO balance sheet and
                                            conforming restated auditors' report;

 • Form 10-Q
                                            as of September 30, 2021 to remove disclosure of such unaudited restated February 8,
                                            2021 balance sheet and include a referral to the amended Form 8-K, and;

 • Form S-4
                                            to separately include the restated audited post-IPO balance sheet and conforming restated
                                            auditors' report.

Response:
The Company respectfully notes the Staff’s comment and has filed a Form 8-K/A on January 12, 2022 to include the
restated audited post-IPO balance sheet and the conforming restated auditors’ report. The Company has also filed a
Form 10-Q/A to its Form 10-Q for the quarterly period ended September 30, 2021 on January 12, 2022 to remove the
disclosure of the unaudited restated February 8, 2021 balance sheet and to include a referral to the amended Form 8-K.
Additionally, the Company has included the restated audited post-IPO balance sheet and conforming restated auditors’ report in the
amended Form S-4 commencing on page F-90.

~ ~ ~

We hope that the foregoing has been responsive
to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to
contact me at (212) 885-5442 or my colleague, Peter Melampy at (212) 885-5372 with any questions or further comments you may have regarding
this filing or if you wish to discuss the above.

    Sincerely,

    /s/ Brad L. Shiffman

    Brad L. Shiffman

United States securities and exchange commission logo
January 6, 2022
Robert J. Laikin
Chief Executive Officer
Novus Capital Corporation II
8556 Oakmont Lane
Indianapolis, IN 46260
Re:Novus Capital Corporation II
Amendment No. 2 to Registration Statement on Form S-4
Filed December 30, 2021
File No. 333-260307
Dear Mr. Laikin:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 8, 2021 letter.
Amendment No. 2 to Registration Statement on Form S-4
General
1.Please update executive compensation disclosure as of the fiscal year ended December 31,
2021.
Novus - September 30, 2021 Unaudited Interim Financial Statements
Note 2. Restatement of Previously Issued Financial Statements, page F-75
2.Please refer to your inclusion of the restated balance sheet information as of February 8,
2021.  This post-IPO balance sheet, reflecting the receipt of the SPAC IPO net
proceeds, on an audited basis was included in a Form 8-K dated February 12, 2021.  Since
that time, the post-IPO balance sheet was restated on an unaudited basis to reflect the

 FirstName LastNameRobert J. Laikin
 Comapany NameNovus Capital Corporation II
 January 6, 2022 Page 2
 FirstName LastName
Robert J. Laikin
Novus Capital Corporation II
January 6, 2022
Page 2
reclassification of all Class A common stock subject to possible redemption as temporary
equity.  Please amend the following forms or tell us why such amendment is unnecessary.
•Form 8-K filed on February 12, 2021 to include a restated audited post-IPO balance
sheet and conforming restated auditors' report;
•Form 10-Q as of September 30, 2021 to remove disclosure of such unaudited restated
February 8, 2021 balance sheet and include a referral to the amended Form 8-K, and;
•Form S-4 to separately include the restated audited post-IPO balance sheet and
conforming restated auditors' report.

            You may contact Beverly Singleton at (202) 551-3328 or Kevin Woody at (202) 551-
3629 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sergio Chinos at (202) 551-7844 or Sherry Haywood at (202) 551-
3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Phone:
    (212) 885-5000

    Fax:
    (917) 332-3057

    Email:
    brad.shiffman@blankrome.com

December 29, 2021

VIA EDGAR AND OVERNIGHT DELIVERY

Beverly Singleton

Kevin Woody

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F St., N.E.

Washington, D.C. 20549

 Re: Novus Capital Corporation II

Amendment No. 1 to Registration Statement
on Form S-4

Filed November 24, 2021

File No. 333-260307

Dear Ms. Singleton and Mr. Woody,

On behalf of our client, Novus
Capital Corporation II, a Delaware corporation (the “Company”), and pursuant to the applicable provisions of
the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities and
Exchange Commission (the “Commission”) a complete copy of Amendment No. 2 (“Amendment No. 2”)
to the above-captioned Registration Statement on Form S-4 of the Company filed with the Commission on November 24, 2021 (collectively,
the “Registration Statement”).

Amendment No. 2 reflects certain
revisions to the Registration Statement in response to the comment letter to Mr. Laikin, the Company’s Chief Executive Officer,
dated December 8, 2021, from the staff of the Commission (the “Staff”) and other updated information. For your
convenience, we are also providing copies of Amendment No. 2, marked to show changes against the Registration Statement, in the traditional
non-EDGAR format to you.

The numbered paragraphs in
italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Registration Statement.

December 29, 2021

Page 2

Form S-4/A, Filed November
24, 2021

Certain U.S. Federal Tax
Considerations of the Redemption and the Business Combination, page 138

 1. We note your response to comment 1, and reissue our comment in part. You disclose that you intend for
the merger to qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. To the extent
you believe that the merger qualifies as a reorganization within Section 368(a) of the Internal Revenue Code, you must obtain a legal
opinion supporting such a conclusion. Otherwise, revise your disclosure here and elsewhere to state that it is uncertain whether the merger
will qualify as a tax-free reorganization and describe the potential
consequences to shareholders, including summary of the tax consequences if the merger fails to qualify as a 368(a) reorganization.

Response:
The Company respectfully notes the Staff’s comment and its opinion is being attached to Amendment No. 2 as Exhibit 8.1. The
Company has also revised the disclosure under the caption "U.S. Federal Income Tax Considerations of The Business Combination for
Energy Vault’s Stockholders" on pages 148-151 accordingly.

~ ~ ~

We hope that the foregoing has been responsive
to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact
me at (212) 885-5442 or my colleague, Peter Melampy at (212) 885-5372 with any questions or further comments you may have regarding this
filing or if you wish to discuss the above.

    Sincerely,

    Brad L. Shiffman

United States securities and exchange commission logo
December 8, 2021
Robert J. Laikin
Chief Executive Officer
Novus Capital Corporation II
8556 Oakmont Lane
Indianapolis, IN 46260
Re:Novus Capital Corporation II
Amendment No. 1 to Registration Statement on Form S-4
Filed November 24, 2021
File No. 333-260307
Dear Mr. Laikin:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 10, 2021 letter.
Form S-4/A filed November 24, 2021
Certain U.S. Federal Tax Considerations of the Redemption and the Business Combination, page
138
1.We note your response to comment 1, and reissue our comment in part.  You disclose that
you intend for the merger to qualify as a “reorganization” within the meaning of Section
368(a) of the Internal Revenue Code.  To the extent you believe that the merger qualifies
as a reorganization within Section 368(a) of the Internal Revenue Code, you must obtain a
legal opinion supporting such a conclusion.  Otherwise, revise your disclosure here and
elsewhere to state that it is uncertain whether the merger will qualify as a tax-free
reorganization and describe the potential consequences to shareholders, including a
summary of the tax consequences if the merger fails to qualify as a 368(a) reorganization.

 FirstName LastNameRobert J. Laikin
 Comapany NameNovus Capital Corporation II
 December 8, 2021 Page 2
 FirstName LastName
Robert J. Laikin
Novus Capital Corporation II
December 8, 2021
Page 2
Refer to Item 601(b)(8) of Regulation S-K.
            You may contact Beverly Singleton at (202) 551-3328 or Kevin Woody at (202) 551-
3629 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sergio Chinos at (202) 551-7844 or Sherry Haywood at (202) 551-
3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

1271 Avenue of the
Americas |New York, NY 10020

blankrome.com

    Phone:
    (212) 885-5000

    Fax:
    (917) 332-3057

    Email:
    brad.shiffman@blankrome.com

November 24, 2021

VIA EDGAR AND OVERNIGHT DELIVERY

Beverly Singleton

Kevin Woody

Division of Corporation Finance

Office of Manufacturing

United States Securities and Exchange Commission

100 F St., N.E.

Washington, D.C. 20549

 Re: Novus Capital Corporation II

Registration Statement on Form S-4

Filed October 18, 2021

File No. 333-260307

Dear Ms. Singleton and Mr. Woody,

On behalf of our client, Novus
Capital Corporation II, a Delaware corporation (the “Company”), and pursuant to the applicable provisions of
the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with the Securities and
Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment No. 1”)
to the above-captioned Registration Statement on Form S-4 of the Company filed with the Commission on October 18, 2021 (collectively,
the “Registration Statement”).

Amendment No. 1 reflects certain
revisions to the Registration Statement in response to the comment letter to Mr. Laikin, the Company’s Chief Executive Officer,
dated November 10, 2021, from the staff of the Commission (the “Staff”) and other updated information. For your
convenience, we are also providing copies of Amendment No. 1, marked to show changes against the Registration Statement, in the traditional
non-EDGAR format to you.

The numbered paragraphs in
italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Registration Statement.

November 24, 2021

Page 2

Registration Statement on
Form S-4, Filed October 18, 2021

General

 1. Please provide an opinion of counsel regarding the tax consequences of the
transaction. Please refer to Staff Legal Bulletin 19.

Response: The
Company respectfully advises the Staff that we do not believe that a tax opinion is required pursuant to Item 601(b)(8) of
Regulation S-K, and as such, we believe that no tax opinion on the material U.S. federal income tax consequences of the transaction
is required to be filed in connection with the Registration Statement. We refer to Staff Legal Bulletin No. 19 at Section III.A.1,
which states that “Item 601(b)(8) of Regulation S-K requires opinions on tax matters for…other registered offerings
where ‘the tax consequences are material to an investor and a representation as to tax consequences is set forth in the
filing,’” and in Section III.A.2, which states “[e]xamples of transactions generally involving material tax
consequences include…mergers or exchange transactions where the registrant represents that the transaction is tax-free (e.g.,
spin-offs, stock for stock mergers).” We respectfully submit to the Staff that the disclosure in the Registration Statement is
not meant to and does not provide representations as to tax consequences of the transaction to any party and in fact, does not
represent that the transaction will be a tax-free transaction. For example, the disclosure merely states that the parties intend
that the Business Combination constitute a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code
of 1986, as amended. In addition, the closing of the Business Combination is not conditioned on its so qualifying, nor is it
conditioned on our receipt of a tax opinion that it so qualifies. The tax section included in the Registration Statement is simply
meant to provide certain general disclosure related to the possible tax treatment which is all dependent on a variety of factors,
including, but not limited, to the type of investor involved and the holdings of such investor. We have revised the disclosure in
the Registration Statement to make clear that no actual representations are being provided. There is a lack of guidance from the
Internal Revenue Service (“IRS”) as to the applicability of the “reorganization” provisions of the Code to
transactions where a blank check company is a party. Accordingly, due to the absence of such guidance, it is not possible to predict
whether the IRS or a court considering the issue would take or sustain a position indicating the transaction qualifies as a tax-free
reorganization, and page 144 states that “HOLDERS OF ENERGY VAULT COMMON STOCK SHOULD CONSULT, AND RELY SOLELY UPON, THEIR TAX
ADVISORS TO DETERMINE THE SPECIFIC TAX CONSEQUENCES TO THEM OF THE BUSINESS COMBINATION, INCLUDING THE EFFECT OF ANY U.S. FEDERAL,
STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.” Moreover, holders of Novus Common Stock who do not exercise their redemption rights
will not be selling, exchanging, or otherwise transferring their Novus Common Stock in connection with the Business Combination.
Since no representation as to the tax treatment of the transaction is being given, we respectfully believe that an opinion is not
required to be provided pursuant to Item 601(b)(8) of Regulation S-K.

 2. Please highlight the material risks to public warrant holders, including those
arising from differences between private and public warrants. Clarify whether recent common stock trading prices exceed the threshold
that would allow the company to redeem public warrants. Clearly explain the steps, if any, the company will take to notify all shareholders,
including beneficial owners, regarding when the warrants become eligible for redemption.

Response: The
Company respectfully advises the Staff that the risks to public warrants are set forth under the captions “Risk Factors-
Risks Related to Novus – We may amend the terms of the Novus Warrants in a manner that may be adverse to holders with the
approval by the holders of at least a majority of the then outstanding Public Warrants” on page 83; “Risk
Factors- Risks Related to Novus – Novus’s Warrant Agreement designates the courts of the State of New York or the United
States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and
proceedings that may be initiated by holders of Novus’s warrants, which could limit the ability of warrant holders to obtain a
favorable judicial forum for disputes with Novus.” on pages 83-84; and “Risk Factors- Risks Related to Novus
– The Combined Company may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to
you, thereby making your Public Warrants worthless.” on page 84 of Amendment No. 1. A disclosure regarding steps for
notifying warrant holders was added on page 229 under the caption “Description of Securities - Warrants”. An additional
disclosure regarding common stock trading prices was added on page 84 under the caption “Risk Factors - Risks Related
to Novus - The Combined Company may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous
to you, thereby making your Public Warrants worthless.” of Amendment No. 1.

November 24, 2021

Page 3

 3. Please clarify if the sponsor and its affiliates can earn a positive rate of
return on their investment, even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response: The Company
respectfully notes the Staff’s comment and has revised the disclosures under the captions “Questions and Answers About
the Business Combination - What interests do Novus’s current officers and directors have in the Business Combination?”
on page 18; “Summary of the Proxy Statement/Prospectus - Interests of the Founders and Novus Directors and Officers in the Business
Combination” on page 33; “Risk Factors - Risks Related to Novus - Novus’s executive officers and directors have
potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval
of the other Stockholder Proposals described in this proxy statement/prospectus.” on page 82; “The Special Meeting
of Novus’s Stockholders - Recommendation of Novus’s Board of Directors” on page 102; and “Proposal
No. 1 – The Business Combination Proposal - Interests of Novus’s Directors and Officers in the Business Combination”
on page 120 of Amendment No. 1.

 4. Disclose the material risks to unaffiliated investors presented by taking the
company public through a merger rather than an underwritten offering. These risks could include the absence of due diligence conducted
by an underwriter that would be subject to liability for any material misstatements or omissions in a registration statement.

Response: The Company
respectfully notes the Staff’s comment and the requested disclosure has been added on pages 80-81 under the caption “Risk Factors
 – Risks Related to Novus - You may not have the same benefits as an investor in an underwritten public offering.” of Amendment
No. 1.

 5. Revise your disclosure to show the potential impact of redemptions on the per
share value of the shares owned by non-redeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios,
including minimum, maximum and interim redemption levels.

Response: The Company
respectfully notes the Staff’s comment and has revised the disclosures under the captions “Questions and Answers About
the Business Combination - What equity stake will current Novus stockholders and Energy Vault’s stockholders have in the Combined
Company after the Closing?” on pages 14-16; “Summary of the Proxy Statement/Prospectus – Other Agreements Related
to the Business Combination Agreement – Ownership of the Combined Company After the Closing” on pages 33-35; and has added
the disclosure on pages 86-88 under the caption “Risk Factors – Risks Related to Novus - The Novus Public Stockholders
will experience dilution as a consequence of the issuance of Common Stock as consideration in the Business Combination and may experience
dilution from several additional sources in connection with and after the Business Combination. Having a minority share position may reduce
the influence that the Novus Public Stockholders have on the management of the Combined Company.” of Amendment No. 1.

 6. We note that certain shareholders agreed to waive their redemption rights. Please
describe any consideration provided in exchange for this agreement.

Response:
The Company respectfully notes the Staff’s comment and has revised the disclosure on page 2 of the Notice of Special Meeting
of Stockholders and under the captions “Questions and Answers About the Business Combination – Do I have redemption
rights?” on page 10; Information About Novus - Redemption Rights for Public Stockholders” on pages 195-196;
“Description of Securities - Novus Common Stock Prior to the Business Combination” on page 224; “Description
of Securities – Founder Shares” on page 225; and Novus Financial Statements – Note 1 – Description of
Organization and Business Operations” on page F-59 of Amendment No. 1.

November 24, 2021

Page 4

Cover Page

 7. Please revise your cover page to prominently disclose the number of common stock
shares you anticipate issuing as part of the business combination. In addition, please quantify the value of the shares to be issued in
the business combination.

Response:
The Company respectfully notes the Staff’s comment and has revised the disclosure on the cover page of Amendment No. 1.

 8. Please prominently disclose what the exchange ratio is and how it will be calculated
under the terms of the business combination agreement.

Response:
The Company respectfully notes the Staff’s comment and has revised the disclosure on the cover page of Amendment No. 1.

Questions and Answers About
the Business Combination, page 7

 9. Please add a question and answer that addresses both the positive and negative
factors that the boards considered when determining to enter into the business combination agreement and its rationale for approving the
transaction.

Response:
The Company respectfully notes the Staff’s comment and has added the disclosure on pages 13-14 under the caption “Questions
and Answers About The Business Combination - What factors did Novus’s Board of Directors consider in determining to enter into the
Business Combination Agreement?” of Amendment No. 1 and on page 14 under the caption “Questions and Answers About The
Business Combination - What factors did Energy Vault’s Board of Directors consider in determining to enter into the Business Combination
Agreement” of Amendment No. 1.

 10. Please quantify the aggregate dollar amount and describe the nature of what
the sponsor and its affiliates have at risk that depends on completion of a business combination. Include the current value of securities
held, loans extended, fees due, and out-of-pocket expenses for which the sponsor and its affiliates are awaiting reimbursement. Provide
similar disclosure for the company’s officers and directors, if material.

Response:
The requested disclosure with respect to the Founders has been added on pages 17-18 under the caption “Questions and Answers
About the Business Combination - What interests do Novus’s current officers and directors have in the Business Combination?”.
We respectfully submit that the disclosure set forth under the caption “Questions and Answers About the Business Combination
- What interests do Novus’s current officers and directors have in the Business Combination?” provides the information
requested with respect to Novus’s directors and officers.

 11. Please highlight the risk that the sponsor will benefit from the completion of
a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable
to shareholders rather than liquidate.

Response: The Company
respectfully notes the Staff’s comment and has added the disclosures under the captions “Questions and Answers About The
Business Combination - What interests do Novus’s current officers and directors have in the Business Combination?” on
pages 17-18; “Questions and Answers About The Business Combination – What interests do the Founders and their affiliates
have at risk if the Business Combination is not completed?” on pages 18-19; “Risk Factors – Risks Related
to Novus - Novus’s executive officers and directors have potential conflicts of interest in recommending that stockholders vote
in favor of approval of the Business Combination Proposal and approval of the other Stockholder Proposals described in this proxy statement/prospectus.”
on pages 82-83 of Amendment No. 1.

 November 24, 2021

Page 5

Q. What interests do the Novus current
officers and directors have in the Business Combination?, page 15

 12. Please expand your disclosure regarding the indirect ownership interest in the
target company held by your executives and directors. Disclose the approximate dollar value of the interest based on the transaction value
and recent trading prices as compared to the price paid.

Response:
The Company respectfully submit that disclosure regarding the approximate dollar value of the indirect interest of Novus’s executive
officers and directors in the target company (through Helena SPV) based on a recent trading date (the Record Date) is set forth on pages 17-18 under the caption “Questions and Answers About the Business Combination-What interests do Novus’s current officers
and directors have in the Business Combination?” of Amendment No. 1. The disclosure under such caption has been added to disclose
the value of such interests based on the per share amount in the Trust Account ($10.00 per share).

Subscription Agreements, page 29

 13. We note that Energy Vault entered into a Software Agreement with Palantir. Please
file the agreement as an exhibit to the registration statement.

Response:
The Company respectfully notes the Staff’s comme

United States securities and exchange commission logo
November 10, 2021
Robert J. Laikin
Chief Executive Officer
Novus Capital Corporation II
8556 Oakmont Lane
Indianapolis, IN 46260
Re:Novus Capital Corporation II
Registration Statement on Form S-4
Filed October 18, 2021
File No. 333-260307
Dear Mr. Laikin:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-4
General
1.Please provide an opinion of counsel regarding the tax consequences of the transaction.
Please refer to Staff Legal Bulletin 19.
2.Please highlight the material risks to public warrant holders, including those arising from
differences between private and public warrants.  Clarify whether recent common stock
trading prices exceed the threshold that would allow the company to redeem public
warrants.  Clearly explain the steps, if any, the company will take to notify all
shareholders, including beneficial owners, regarding when the warrants become eligible
for redemption.

 FirstName LastNameRobert J. Laikin
 Comapany NameNovus Capital Corporation II
 November 10, 2021 Page 2
 FirstName LastName
Robert J. Laikin
Novus Capital Corporation II
November 10, 2021
Page 2
3.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
4.Disclose the material risks to unaffiliated investors presented by taking the company
public through a merger rather than an underwritten offering.  These risks could include
the absence of due diligence conducted by an underwriter that would be subject to liability
for any material misstatements or omissions in a registration statement.
5.Revise your disclosure to show the potential impact of redemptions on the per share value
of the shares owned by non-redeeming shareholders by including a sensitivity analysis
showing a range of redemption scenarios, including minimum, maximum and interim
redemption levels.
6.We note that certain shareholders agreed to waive their redemption rights.  Please describe
any consideration provided in exchange for this agreement.
Cover Page
7.Please revise your cover page to prominently disclose the number of common stock shares
you anticipate issuing as part of the business combination.  In addition, please quantify the
value of the shares to be issued in the business combination.
8.Please prominently disclose what the exchange ratio is and how it will be calculated under
the terms of the business combination agreement.
Questions and Answers About the Business Combination, page 7
9.Please add a question and answer that addresses both the positive and negative factors that
the boards considered when determining to enter into the business combination agreement
and its rationale for approving the transaction.
10.Please quantify the aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have at risk that depends on completion of a business combination.
Include the current value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting reimbursement.  Provide
similar disclosure for the company’s officers and directors, if material.
11.Please highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.

 FirstName LastNameRobert J. Laikin
 Comapany NameNovus Capital Corporation II
 November 10, 2021 Page 3
 FirstName LastName
Robert J. Laikin
Novus Capital Corporation II
November 10, 2021
Page 3
Q. What interests do the Novus current officers and directors have in the Business Combination?,
page 15
12.Please expand your disclosure regarding the indirect ownership interest in the target
company held by your executives and directors.  Disclose the approximate dollar value of
the interest based on the transaction value and recent trading prices as compared to the
price paid.
Subscription Agreements, page 29
13.We note that Energy Vault entered into a Software Agreement with Palantir.  Please file
the agreement as an exhibit to the registration statement.
Comparative Share Information, page 38
14.Refer to the Novus historical column.  Please expand the six months ended June 30, 2021
and year ended December 31, 2020 sections to disclose the two class earnings per share
data for both your Class A common stock subject to possible redemption and the non-
redeemable common stock as shown in your historical financial statements.  This
comment is also applicable to your unaudited pro forma statements of operations on pages
86 and 87 to disclose the historical earning per share data for Novus, as we note the loss
per share data was not included.

15.Refer to the column, Combined Pro Forma, assuming maximum redemptions.  Please
clarify for the year ended December 31, 2020, the weighted average shares outstanding
is 128,531,938 shares as shown on page 87.  In addition, in your bulleted paragraph
discussion of Assuming Maximum Redemptions herein and in the Summary Pro Forma
Financial Information on page 36 and the more detailed unaudited pro forma financial
information on page 84, please disclose that 2,177,460 shares are assumed to have been
forfeited by the Founders.  Also, disclose how the 2,177,460 shares were determined, as
we note the filing discloses various amounts of shares subject to forfeiture, however, it is
unclear which shares aggregate to this total number.

16.Please provide us with your computations of the historical book value per share for
Energy Vault and Novus as of June 30, 2021, and clarify the description in subnote (2)
regarding excluding preferred shares/shares outstanding.  Also, disclose that the preferred
shares pertain to Energy Vault, and clarify whether or not any outstanding preferred
shares are assumed to have been converted into common shares in this calculation.
Further, it appears the historical book value per share for both Energy Vault and Novus
have been based on the weighted average shares of common stock, rather than the actual
number of common shares outstanding at the balance sheet date.  Please revise or advise.

 FirstName LastNameRobert J. Laikin
 Comapany NameNovus Capital Corporation II
 November 10, 2021 Page 4
 FirstName LastName
Robert J. Laikin
Novus Capital Corporation II
November 10, 2021
Page 4
17.Refer to the columns of Energy Vault equivalent per share pro forma.  Please remove
disclosure of the 108,963,033 weighted average shares for the six months ended June 30,
2021 and the year ended December 31, 2020.  Instead, that space should be left blank,
with only the equivalent net loss per share amounts disclosed.

Unaudited Pro Forma Condensed Combined Financial Information, page 82
18.Refer to the second paragraph under Introduction on page 82.  Please clarify that the IPO
Unit offering consisted of one share of Novus Common Stock and one-third of one
redeemable Novus Warrant.  Your current disclosure provides the opposite of this Unit
composition.  Further, please clarify the disclosure on page F-77 of the June 30, 2021
interim financial statements of Novus to state that one-third, rather than one-half, of one
redeemable warrant was issued.  Please ensure consistency of all disclosures and amounts
throughout the filing.

19.Refer to the table on page 84 and the two redemption scenarios.  With respect to the
Founder/Sponsor Shares, along with subnote (4), please provide a reconciliation of the
June 30, 2021 total Founder Shares of 7,187,500 Class B common stock with the
4,851,562 shares shown in the Assuming No Redemptions column, and as further reduced
by the forfeiture of 2,177,460 of such shares, equating to the 2,674,102 shares shown in
the Assuming Maximum Redemptions column.  In this regard, also explain how the
exclusion of 1,617,188 shares with transfer restrictions would impact the total Founder
shares assuming the no and maximum redemption scenarios.  Also please disclose the
reasons why forfeiture of the 2,177,460 Founder Shares will occur upon the maximum
redemption scenario.  We note your disclosure in pro forma adjustment 3(N) on page 90.

20.Expand subnote (3) to the table on page 84 to clarify that both 5,166,666 Private Warrants
and 9,583,333 Public Warrants have been excluded.

21.Refer to page 89 and the third paragraph under Note 3.  Please delete the first sentence as
this was the former criteria under Article 11 of Regulation S-X, prior to being amended by
SEC Release No. 33-10786.  Also, refer to pro forma adjustment 3(J) explanation on page
90.  Please tell us in detail and expand to describe how you arrived at the 18,890,169
shares of common stock to be issued to the Energy Vault stockholders, considering
disclosure elsewhere that total is estimated to be 108,963,033 shares.  To the extent you
have netted the share equity of Energy Vault and Novus, please provide us with the gross
computation.

22.Refer to pro forma adjustment 3(CC) explanation on page 91.  Please explain to us the
meaning of this adjustment and the nature of the liability-classified warrant instruments,
as we assume it pertains to a reduction of expenses to the historical financial statements of

 FirstName LastNameRobert J. Laikin
 Comapany NameNovus Capital Corporation II
 November 10, 2021 Page 5
 FirstName LastName
Robert J. Laikin
Novus Capital Corporation II
November 10, 2021
Page 5
Energy Vault.  Please note that pursuant to Rule 11-02(a)(11)(i) of Regulation S-X,
expenses which will not recur in the income statement should be disclosed in the pro
forma notes, rather than treated as reduction to the financial statements.  Please advise or
revise as necessary.

23.Refer to Note 4 on page 91.  Please expand subnote (1) to the table to disclose the number
of dilutive securities that have been excluded from the calculation as they are deemed
anti-dilutive.  In this regard, please disclose in a tabular format, the number of options,
public and private warrants, restricted stock units, along with the 9,000,000 Earn Out
Shares that are contingently issuable that have also been excluded from the loss per share
calculation.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Beverly Singleton at (202) 551-3328 or Kevin Woody at (202) 551-
3629 if you have questions regarding comments on the financial statements and related
matters.  Please contact Sergio Chinos at (202) 551-7844 or Sherry Haywood at (202) 551-
3345 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

Cowen and Company, LLC

599 Lexington Avenue

New York, NY 10022

February 2, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Todd Schiffman

    Re:

        Novus Capital Corporation II

        Registration Statement on Form S-1

        Filed January 13, 2021, as amended

        File No. 333-252079

Dear Mr. Schiffman:

Pursuant to Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, which
is acting as the representative of the underwriters of the offering, hereby joins in the request of Novus Capital Corporation II
that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at
4:00 p.m., Eastern time, on Wednesday, February 3, 2021, or as soon as thereafter practicable.

Pursuant to Rule 460
of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, approximately 250 copies
of the Preliminary Prospectus dated January 28, 2021 have been distributed to prospective underwriters and dealers, institutional
investors, retail investors and others.

The undersigned advises
that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934,
as amended.

[Signature page follows]

    Very truly yours,

    COWEN AND COMPANY, LLC

    By:
    /s/ Chris Weekes

    Name: Chris Weekes

    Title: Managing Director

CORRESP
1
filename1.htm

Novus Capital Corporation II

8556 Oakmont Lane

Indianapolis, IN 46260

 February
2, 2021

VIA EDGAR

Mr. Todd Schiffman

Division of Corporation Finance

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    RE:
    Novus Capital Corporation II

Registration Statement
on Form S-1

File
No. 333-252079

Dear Mr. Schiffman:

Novus Capital Corporation
II (the “Company”) hereby requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended,
acceleration of effectiveness of the above-referenced Registration Statement so that such Registration Statement will become effective
as of 4:00 p.m. Eastern Time, Wednesday, February 3, 2021, or as soon thereafter as practicable.

    Very truly yours,

    NOVUS CAPITAL CORPORATION II

    By:
    /s/ Vincent Donargo

    Name: Vincent Donargo

    Title: Chief Financial Officer

CORRESP
1
filename1.htm

1271
Avenue of the Americas |New York, NY 10020

blankrome.com

    Phone:
    (212) 885-5000

    Fax:
    (917) 332-3057

    Email:
    bshiffman@blankrome.com

January 28, 2021

VIA EDGAR AND OVERNIGHT DELIVERY

Todd Schiffman

James Lopez

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

100 F St., N.E.

Washington, D.C. 20549

 Re: Novus Capital Corporation II

Amendment No. 1 to Registration
Statement on Form S-1

Filed January 28, 2021

File No. 333-252079

Dear Messrs. Schiffman and Lopez,

On behalf of our client,
Novus Capital Corporation II, a Delaware corporation (the “Company”), and pursuant to the applicable
provisions of the Securities Act of 1933, as amended, and the rules promulgated thereunder, please find enclosed for filing with
the Securities and Exchange Commission (the “Commission”) a complete copy of Amendment No. 1 (“Amendment
No. 1”) to the above-captioned Registration Statement on Form S-1 of the Company filed with the Commission on January
28, 2021 (collectively, the “Registration Statement”).

This amendment reflects
certain revisions to the Registration Statement in response to the comment letter to Mr. Laikin, the Company’s Chief Executive
Officer, dated January 27, 2021, from the staff of the Commission (the “Staff”) and other updated information.
For your convenience, we are also providing copies of Amendment No. 1, marked to show changes against the Registration Statement,
in the traditional non-EDGAR format to you.

The numbered paragraphs
in italics below set forth the Staff’s comments together with the Company’s response. Unless otherwise indicated, capitalized
terms used herein have the meanings assigned to them in the Registration Statement.

Form S-1 filed January
13, 2021

Cowen and Company,
LLC may have a conflict of interest..., page 39

 1. We note the last sentence referencing that Cowen and Company may have
a conflict of interest. We also note Section 8 of Exhibit 1.2 (Form of Business Combination Marketing Agreement), which lists some
of the potential conflicts. Please revise here and Conflicts of Interest on page 100 to further clarify conflicts with Cowen, including
that it "may provide advisory and other services to one or more actual or potential Targets".

    Blank Rome LLP | blankrome.com

January 28, 2021

Page 2

Response:
The Company respectfully notes the Staff’s comment and has revised the disclosure on page 39 of Amendment No. 1 as requested
and included additional disclosure on page 102 in response to the Staff’s comment.

Our amended and restated
certificate of incorporation will designate the Court of Chancery..., page 58

 2. This section and the section on page 121 indicate that the exclusive forum provision does not
apply to the Securities Act or the Exchange Act. Section 12.1 of Exhibit 3.2 (Amended and Restated Certificate of Incorporation)
states that Securities Act claims must be brought in the Delaware Court of Chancery or the federal district court for the District
of Delaware. Please revise so that the exhibit is consistent with the prospectus disclosure. In this regard, we note you qualify
the carve out for claims arising under the federal securities laws "for which the federal district courts of the United States
of America shall be the sole and exclusive forum." Please clarify that Section 22 of the Securities Act provides for concurrent
jurisdiction.

Response:
The Company respectfully notes the Staff’s comment and has revised the disclosure on pages 58 and 121 of Amendment No. 1
to be consistent with Section 12.1 of the Amended and Restated Certificate of Incorporation of the Company filed under Exhibit 3.2.

~ ~ ~

We hope that the foregoing
has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible.
Please do not hesitate to contact me at (212) 885-5442 or my colleague, Robert J. Mittman at (212) 885-5555 with any questions
or further comments you may have regarding this filing or if you wish to discuss the above.

    Sincerely,

    /s/ Brad L. Shiffman

    Brad L. Shiffman

United States securities and exchange commission logo
January 27, 2021
Robert Laikin
Chief Executive Officer
Novus Capital Corp II
8556 Oakmont Lane
Indianapolis, IN 46260
Re:Novus Capital Corp II
Form S-1 filed January 13, 2021
File No. 333-252079
Dear Mr. Laikin :
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed January 13, 2021
Cowen and Company, LLC may have a conflict of interest..., page 39
1.We note the last sentence referencing that Cowen and Company may have a conflict of
interest. We also note Section 8 of Exhibit 1.2 (Form of Business Combination Marketing
Agreement), which lists some of the potential conflicts. Please revise here and Conflicts of
Interest on page 100 to further clarify  conflicts with Cowen, including that it "may
provide advisory and other services to one or more actual or potential Targets".
Our amended and restated certificate of incorporation will designate the Court of Chancery...,
page 58
2.This section and the section on page 121 indicate that the exclusive forum provision does
not apply to the Securities Act or the Exchange Act. Section 12.1 of Exhibit 3.2
(Amended and Restated Certificate of Incorporation) states that Securities Act claims
must be brought in the Delaware Court of Chancery or the federal district court for the
District of Delaware.  Please revise so that the exhibit is consistent with the prospectus

 FirstName LastNameRobert Laikin
 Comapany NameNovus Capital Corp II
 January 27, 2021 Page 2
 FirstName LastName
Robert Laikin
Novus Capital Corp II
January 27, 2021
Page 2
disclosure. In this regard, we note you qualify the carve out for claims arising under the
federal securities laws "for which the federal district courts of the United States of
America shall be the sole and exclusive forum." Please clarify that Section 22 of the
Securities Act provides for concurrent jurisdiction.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Howard Efron at 202-551-3439 or Jennifer Monick at 202-551-3295 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Todd Schiffman at 202-551-3491 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction