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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
 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.



FirstName LastNameRobert Laikin                                Sincerely,
Comapany NameNovus Capital Corp II
                                                               Division of
Corporation Finance
January 27, 2021 Page 2                                        Office of Real
Estate & Construction
FirstName LastName
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