Filed pursuant to Rule 424(b)(3)
Registration No. 333-262720
PROSPECTUS SUPPLEMENT NO. 8
(to Prospectus dated May 6, 2022)
Energy Vault Holdings, Inc.
Up to 101,567,843 Shares of Common Stock
5,166,666 Warrants to Purchase
This prospectus supplement supplements the prospectus dated May 6, 2022, as previously supplemented (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-262720). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 8, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of 5,166,666 shares of our common stock, $0.0001 par value per share (“Common Stock”) issuable upon exercise of private placement warrants issued to our Founders (as defined in the Prospectus) (the “Private Warrants”). The Prospectus and this prospectus supplement also relate to the resale from time to time, upon the expiration of lock-up agreements, by (i) the selling stockholders named in the Prospectus or their permitted transferees of up to 96,401,254 shares of our Common Stock and (ii) the selling holders of Private Warrants.
Our Common Stock is listed on the New York Stock Exchange under the symbol “NRGV.” On November 7, 2022, the closing price of our Common Stock was $3.08 per share.
We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.
INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 9 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus supplement or the Prospectus or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is November 8, 2022.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 3, 2022
Energy Vault Holdings, Inc.
(Exact name of registrant as specified in its charter)
|Delaware|| ||001-39982|| ||85-3230987|
|(State or other jurisdiction|
| ||(IRS Employer|
4360 Park Terrace Drive, Suite 100
Westlake Village, California
|(Address of principal executive offices)|| ||(Zip Code)|
Registrant’s telephone number, including area code: (805) 852-0000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class|| ||Trading symbol|| ||Name of each exchange|
on which registered
|Common Stock, par value $0.0001 per share||NRGV||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On November 3, 2022, Jan Kees van Gaalen agreed to serve as Chief Financial Officer, effective as of November 16, 2022.
The appointment of Jan Kees van Gaalen, age 65, as Chief Financial Officer was not pursuant to any arrangement or understanding with respect to any other person. There are no family relationships between Mr. van Gaalen and any director or executive officer of the Company, and there are no transactions between Mr. van Gaalen and the Company that would be required to be reported under Item 404(a) of Regulation S-K.
Mr. van Gaalen served as interim Chief Financial Officer at OneSpan, a publicly held digital agreements security software company from October 2021 until September 2022. Previously, from September 2018 to December 2019, he was Chief Financial Officer of C&J Energy Services, a large provider of oilfield services to leading energy companies with $2 billion in revenue. He helped lead the way in transforming the finance and IT functions of the business and helped execute a $450 million revolving facility before industry consolidation led to a merger with Keane Group, Inc. in 2019. Prior to C&J, from September 2015 to September 2018, Mr. van Gaalen was Chief Financial Officer of Kennametal, a leading global provider of metalworking products and tools with $2.5 billion in revenue and approximately 12,700 employees. He helped develop and execute an $80 million SG&A cost reduction plan, and helped define a $200-$300 million modernization plan for the manufacturing facilities. Mr. van Gaalen graduated with a Bachelor’s Degree in Economics from Erasmus University Rotterdam and received his MBA in Finance from the HEC School of Management in Paris.
Concurrently with Mr. van Gaalen assuming the position of Chief Financial Officer, David Hitchcock will cease to serve as Interim Chief Executive Officer. Mr. Hitchcock will remain as an advisor to the Company through December 31, 2022.
Item 9.01 Financial Statements and Exhibits.
|Cover page from this Current Report on Form 8-K, formatted in Inline XBRL|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|ENERGY VAULT HOLDINGS, INC.|
Date: November 8, 2022
|By:||/s/ Josh McMorrow|
| ||Name: Josh McMorrow|
| ||Title: Chief Legal Officer|