Filed Pursuant to Rule 424(b)(5)
Registration No. 333-273089
PROSPECTUS SUPPLEMENT
(to Prospectus Dated July 20, 2023)
Up to $50,000,000
Energy Vault Holdings, Inc.
Common Stock
We have entered into an Open Market Sales AgreementTM (the
“Sales Agreement”) with Jefferies LLC (“Jefferies”) relating to the sale of shares of our common
stock, par value $0.0001 per share (“common stock”), offered by this prospectus supplement and the accompanying prospectus.
In accordance with the terms of the Sales Agreement, we may offer and sell shares of common stock having an aggregate offering price of
up to $50,000,000 from time to time through or to Jefferies, acting as our sales agent and/or principal.
Our common stock is listed on the New York Stock Exchange (“NYSE”)
under the symbol “NRGV.” On November 11, 2024, the last sale price of our common stock as reported on the NYSE was $2.06 per
share.
Sales of our common stock, if any, under this prospectus
supplement and the accompanying prospectus will be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated
under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies is not required to sell any specific
number or dollar amount of common stock, but will act as our sales agent using commercially reasonable efforts consistent with its normal
trading and sales practices, on mutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in any
escrow, trust or similar arrangement.
The compensation to Jefferies as sales agent will
be an amount equal to 3.0% of the gross proceeds of any common stock sold under the Sales Agreement. In connection with the sale of the
common stock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act and
the compensation to Jefferies will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification
and contribution to Jefferies with respect to certain liabilities, including liabilities under the Securities Act or the Securities Exchange
Act of 1934, as amended, (the “Exchange Act”). See the section titled “Plan of Distribution” beginning
on page S-11 for additional information regarding the compensation to be paid to Jefferies.
We are an “emerging growth company”
and a “smaller reporting company” under applicable federal securities laws and therefore subject to reduced public company
reporting requirements. See “Prospectus Supplement Summary --Implications of Being an Emerging Growth Company and a Smaller Reporting
Company.”
An
investment in our common stock involves significant risks. These risks are described in the section titled “Risk Factors”
beginning on page S-7 of this prospectus supplement and under similar headings in the documents incorporated by reference into
this prospectus supplement and the accompanying prospectus.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Jefferies
The date of this prospectus supplement is
November 12, 2024.
TABLE OF CONTENTS
Prospectus Supplement
You should rely only on the information contained
or incorporated by reference in this prospectus supplement, the accompanying prospectus or any free writing prospectus that we may provide
to you in connection with this offering. We have not, and Jefferies has not, authorized anyone to provide you with different information,
and you should not rely on any information not contained in or incorporated by reference into this prospectus supplement, the accompanying
prospectus or any free writing prospectus that we may provide you. This prospectus supplement does not constitute an offer to sell or
a solicitation of an offer to buy any securities other than our common stock. We are not, and Jefferies is not, offering to sell shares
of our common stock or seeking offers to buy shares of our common stock in any jurisdictions where offers and sales are not permitted.
The information contained in this prospectus supplement, the accompanying prospectus or any free writing prospectus that we may provide
to you is accurate only as of the date of each document regardless of the time of delivery of this prospectus supplement and the accompanying
prospectus or any sale of shares of our common stock. In case there are any differences or inconsistencies between this prospectus supplement,
the accompanying prospectus or any free writing prospectus that we may provide to you and the information incorporated by reference in
them, you should rely on the information in the document with the most recent date.
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is
this prospectus supplement, which contains specific information about the terms on which we are offering and selling our common stock
pursuant to this prospectus supplement and important business information about us and also adds to and updates information contained
in the accompanying prospectus and the documents incorporated herein and therein by reference. The second part is the accompanying prospectus,
which provides more general information, some of which may not apply to the offering being made pursuant to this prospectus supplement. This
prospectus supplement and the accompanying prospectus are part of a registration statement on Form S-3 (File No. 333-273089)
(the “Registration Statement”) that we filed with the SEC using a “shelf” registration process.
This prospectus supplement and the accompanying
prospectus do not contain all of the information included in the Registration Statement, as permitted by the rules and regulations
of the SEC. For further information, we refer you to our Registration Statement, including its exhibits, of which this prospectus
supplement and the accompanying prospectus form a part. We are subject to the informational requirements of the Exchange Act, and therefore
file reports and other information with the SEC. Statements contained in this prospectus supplement and the accompanying prospectus about
the provisions or contents of any agreement or other document are only summaries. If SEC rules require that any agreement or document
be filed as an exhibit to the Registration Statement, you should refer to that agreement or document for its complete contents.
You should read both this prospectus supplement
and the accompanying prospectus as well as additional information incorporated by reference herein and described in the sections titled
“Where You Can Find Additional Information” and “Incorporation of Certain Information by Reference”
before investing in our common stock.
Neither we nor Jefferies have authorized anyone
to provide you with any information other than that contained or incorporated by reference in this prospectus supplement and the accompanying
prospectus, along with the information contained in any free writing prospectuses we have authorized for use in connection with this offering.
Neither we nor Jefferies take any responsibility for, and can provide no assurance as to the reliability of, any other information that
others may give you. This prospectus supplement and the accompanying prospectus is an offer to sell only the securities offered hereby,
but only under circumstances and in jurisdictions where it is lawful to do so.
The information appearing in this prospectus supplement
and the accompanying prospectus is accurate only as of the date on the front of the document and that any information we have incorporated
by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus
supplement and the accompanying prospectus, or any sale of securities. Our business, financial condition, results of operations and prospects
may have changed since those dates.
If the description of this offering varies between
this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. Any statement
made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectus supplement
will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this
prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference
in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this prospectus supplement.
Unless otherwise specified, references to the “Company,”
“we,” “us” or “our,” are to Energy Vault Holdings, Inc. and its subsidiaries.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement, the accompanying prospectus
and the documents incorporated by reference herein and therein contain forward-looking statements within the meaning of the federal securities
laws. All statements other than statements of historical facts contained in this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference herein and therein, including statements regarding our future results of operations or financial
condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. These statements
involve known and unknown risks, uncertainties, and other important factors that are in some cases beyond our control and may cause our
actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed
or implied by the forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such
as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,”
“should,” “target,” “will” or “would” or the negative of these words or other similar
terms or expressions. These forward-looking statements include, but are not limited to, statements concerning the following:
· changes in our strategy, expansion plans,
customer opportunities, future operations, future financial position, estimated revenues and losses, projected costs, prospects and plans;
· the implementation, market acceptance and
success of our business model and growth strategy;
· our ability to develop and maintain our
brand and reputation;
· developments and projections relating to
our business, our competitors, and industry;
· the impact of health epidemics on our business
and the actions we may take in response thereto;
· our expectations regarding our ability to
obtain and maintain intellectual property protection and not infringe on the rights of others;
· expectations regarding the time during which
we will be an emerging growth company under the JOBS Act;
· our future capital requirements and sources
and uses of cash;
· the international nature of our operations
and the impact of war or other hostilities on our business and global markets;
· our ability to obtain funding for our operations
and future growth;
· our business, expansion plans and opportunities;
and
· our anticipated proceeds from this offering, if any.
You should not rely on forward-looking statements
as predictions of future events. We have based the forward-looking statements contained in this prospectus supplement, the accompanying
prospectus and the documents incorporated by reference herein and therein primarily on our current expectations and projections about
future events and trends that we believe may affect our business, financial condition and operating results. The outcome of the events
described in these forward-looking statements is subject to risks, uncertainties and other factors described in the section titled “Risk
Factors” in our 2023 Annual Report on Form 10-K and our Quarterly Report on Form 10-Q for the fiscal quarters ended
June 30, 2024 and September 30, 2024, which are incorporated by reference into this prospectus supplement and the accompanying
prospectus, and any other documents we file with the SEC that are deemed incorporated by reference into this prospectus supplement and
the accompanying prospectus. See the sections titled “Where You Can Find More Information” and “Incorporation
of Certain Information by Reference.” Moreover, we operate in a very competitive and rapidly changing environment. New risks
and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact
on the forward-looking statements contained in this prospectus supplement, the accompanying prospectus and the documents incorporated
by reference herein and therein. The results, events and circumstances reflected in the forward-looking statements may not be achieved
or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.
Additionally, our discussions of environmental, social, and governance (“ESG”) assessments, goals and relevant issues
herein or in other locations, including our corporate website, are informed by various ESG standards and frameworks (including standards
for the measurement of underlying data), and the interests of various stakeholders. References to “materiality” in the context
of such discussions and any related assessment of ESG “materiality” may differ from the definition of “materiality”
under the federal securities laws for SEC reporting purposes. Furthermore, much of this information is subject to assumptions, estimates
or third-party information that is still evolving and subject to change. For example, we note that standards and expectations regarding
greenhouse gas (“GHG”) accounting and the process for measuring and counting GHG emissions and GHG emissions reductions
are evolving, and it is possible that our approaches both to measuring our emissions and any reductions may be at some point, either currently
or in the future, considered not in keeping with best practices. In addition, our disclosures based on any standards may change due to
revisions in framework requirements, availability or quality of information, changes in our business or applicable government policies,
or other factors, some of which may be beyond our control.
In
addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These
statements are based on information available to us as of the date of this prospectus supplement. While we believe that information provides
a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate
that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain,
and investors are cautioned not to unduly rely on these statements. Any forward-looking statements only speak as of the date of this document,
and we undertake no obligation to update any forward-looking information or statements, whether written or oral, to reflect any change,
except as required by law. All forward-looking statements attributable to us are expressly qualified by these cautionary statements.
PROSPECTUS SUPPLEMENT SUMMARY
This
summary highlights selected information about us but does not contain all the information that may be important to you. This prospectus
supplement and the accompanying prospectus include specific terms of the offering and information about our business. Before making an
investment decision, you should carefully read this entire prospectus supplement and the accompanying prospectus, including the matters
set forth in the section titled “Risk Factors,” beginning on page S-7 of this prospectus supplement
and under the heading “Item 1A. Risk Factors” in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our Quarterly Report on Form 10-Q
for the fiscal quarter ended June 30,
2024, and as described or may be described in any subsequent Annual Report on Form 10-K or
Quarterly Report on Form 10-Q under the heading “Item 1A. Risk Factors,” as well as in any other documents we file
with the SEC that are deemed incorporated by reference into this prospectus supplement and the accompanying prospectus.
Company Overview
Energy Vault develops and deploys utility-scale
energy storage solutions designed to aid in the global transition to a clean energy future.
Our Company’s comprehensive offerings include
proprietary gravity, battery, and green hydrogen energy storage solutions, supported by our technology-agnostic energy management software
solutions. We incorporate a customer-centric, solutions-based approach toward helping utilities, independent power producers, and large
industrial energy users reduce their energy costs while maintaining power reliability. As the world transitions to an economy powered
by increasingly intermittent renewable energy such as solar and wind, the ability to provide clean and affordable electricity to a growing
global population will depend heavily on the ability to store and distribute energy at appropriate times. We are striving to create a
world powered by renewable resources so that everyone will have access to clean, sustainable, and affordable energy.
The core of our existence lies in a sense of urgency
to meet today’s energy demands, while enabling prosperity for future generations. We are driven by our respect and commitment to
the environment, society, and the economy, and are committed to continuously develop new energy storage solutions that will be powered
by renewable resources.
Our solutions are designed to address the intermittency
issues inherent in the predominant sources of renewable energy production by storing energy produced when renewable energy production
is active. Once energy is stored in our solutions, it can be discharged to the grid in a controlled and reliable manner at any time, regardless
of the then current ability of the renewable sources to generate power. Our energy storage solutions are designed to accommodate a wide
variety of renewable power sources and to achieve an attractive levelized cost of energy relative to fossil fuels. Collectively, these
abilities greatly broaden the use cases and time duration scenarios that can be addressed by certain sources of renewable power.
Our solutions include:
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B-Vault: Our electrochemical battery energy storage solutions that meet short-duration energy storage needs, typically, in the range of one to four hours. Our B-Vault solutions are designed to utilize purpose-built battery and inverter systems with an innovative architecture that lowers costs, improves performance, and promotes project safety. We believe electrochemical battery energy storage (inclusive of lithium-ion, flow, metal air, and other battery chemistry technologies) is currently the most widely accepted and fastest growing technology for short-duration energy storage applications. During 2023, we completed construction on two B-Vault systems and as of December 31, 2023, one B-Vault system was under construction. All three of these systems were sold to customers. |
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G-Vault:
G-Vault (“G-Vault”) is a family of gravity energy storage solutions (“GESS”) that decouples power
and energy while maintaining a high round-trip efficiency to meet long-duration energy storage needs, typically, in the range of four
to twelve hours. Energy Vault’s EVx GESS systems are based on the proven physics and mechanical engineering fundamentals of pumped
hydro, which currently accounts for about 90% of the world’s energy storage capacity, but replace water with custom-made, environmentally-friendly
composite blocks which do not lose storage capacity or degrade over time. The blocks can be made from low-cost and locally sourced materials,
including the excavated soil at customer construction sites. Importantly, waste materials that traditionally must be remediated at considerable
cost, such as mine tailings, coal combustion residuals (coal ash), and fiberglass from decommissioned wind turbine blades, can also be
used to make the blocks, creating a circular economy that is both more economical and sustainable. |
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EVx decouples power and energy while maintaining a high round-trip
efficiency exceeding 80%, without the need for specific topography. The result is a flexible, low-cost, 35-year (or more) infrastructure
asset with a long technical life, zero degradation in storage medium, and modular architecture that can scale to multi-GW-hour storage
capacity, enabling utilities, independent power producers and large industrial energy users to significantly reduce their levelized cost
of energy while maintaining power reliability. The systems are automated leveraging Energy Vault’s proprietary advanced computer
control and machine vision software that orchestrate the charging and discharging cycles while meeting a broad set of storage durations.
The EVx platform is a prominent member of Energy Vault’s G-Vault
suite of long duration gravity energy storage solutions, which also includes EVu, EVc, EVy, and EV0.
Energy Vault’s EVx GESS technology, currently being commissioned
in Rudong, China, will be the world’s first grid-scale gravity energy storage system when fully operational. To date, nine EVx deployments
are underway across China via a licensing agreement with China Tianying (“CNTY”) and Atlas Renewable, totaling more
than 3.7 GWh.
Earlier this year, Energy Vault announced its expansion into Southern
Africa with an agreement that includes multi-year license revenues and additional royalty revenue streams tied to gravity energy storage
project deployments in South Africa and the broader 16 member-state Southern African Development Community (SADC) region.
Energy Vault also previously announced a global exclusive partnership
with world-renowned architecture and engineering firm Skidmore, Owings & Merrill (“SOM”), to incorporate gravity
energy storage technology into tall buildings in urban environments and deployable structures in natural environments, to maximize sustainability,
accelerate carbon payback and lower the levelized cost of energy consumption. |
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H-Vault: Our hybrid energy storage solutions (“HESS”), including systems that integrate green hydrogen, are designed to meet customer specific energy storage needs. For example, our H-Vault solutions when combined with B-Vault solutions, enable ultra-long-duration energy storage needs and provide black start and grid forming capabilities for communities supported by microgrids or other critical infrastructure. H-Vault supports community-scale microgrid generation that can be less carbon-intensive than using diesel-fueled generators for emergency backup power. For example, green hydrogen is produced via electrolysis and powered by renewable energy, which does not directly emit carbon emissions when used to store energy for long periods of time. As of December 31, 2023, one H-Vault system was under construction, which will be owned and operated by Energy Vault, while providing dispatchable power to a customer under a 10.5 year tolling arrangement. |
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Software Solutions: Our proprietary software solutions offer technology-agnostic management systems designed to maximize the economic and environmental value of energy generation and storage assets. Our software incorporates artificial intelligence, predictive analytics, and software optimization algorithms to provide our customers with efficient and profitable operation of their power generation assets. Our software solutions include: |
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· Vault-OS
Energy Management System (“EMS”): Our EMS manages one or more of our diverse energy storage mediums and the underlying
generation assets to optimize the delivery of power to our customers for their varied and multiple use cases. Two customers are currently
utilizing the Company’s EMS in their B-Vault systems. |
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· Vault-Bidder:
Vault-Bidder utilizes machine learning algorithms to match node-specific data with real-time weather and asset performance information
to generate tailored load, generation, dispatch, and price forecasting across all assets. No customers are currently utilizing the Vault-Bidder
platform.
· Vault-Manager:
Vault-Manager incorporates a forward-looking design to safeguard asset management and to help blend developing technologies seamlessly
into existing solutions. No customers are currently using the Vault-Manager platform. |
Stock Exchange Listing
Our common stock is listed on the NYSE under the
symbols “NRGV.”
Corporate Information
Energy Vault Holdings, Inc. was originally
incorporated under the name Novus Capital Corporation II as a special purpose acquisition company in the state of Delaware in September 2020
with the purpose of effecting a merger with one or more operating businesses. On September 8, 2021, Novus Capital Corporation II
announced that it had entered into a definitive agreement for a business combination with Energy Vault, Inc. that would result in
Energy Vault, Inc. becoming a wholly owned subsidiary of Novus Capital Corporation II. Upon the closing of the Business Combination
on February 11, 2022, Novus Capital Corporation II was immediately renamed to “Energy Vault Holdings, Inc.”
Our principal executive office is located at 4360
Park Terrace Drive, Suite 100, Westlake Village, CA 91361. Our telephone number is (805) 852-0000. Our website address is www.energyvault.com.
Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus supplement
is an inactive textual reference only.
Implications of being an Emerging Growth Company and a Smaller Reporting
Company
We qualify as an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an emerging
growth company, we are permitted, and currently intend, to rely on the following provisions of the JOBS Act that contain exceptions from
disclosure and other requirements that otherwise are applicable to public companies and file periodic reports with the SEC. These provisions
include, but are not limited to:
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being permitted to present only two years of audited financial statements and selected financial data and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports and registration statements, subject to certain exceptions; |
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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended; |
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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements; |
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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; and |
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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
We will remain an emerging growth company until
the earliest to occur of:
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December 31, 2026 (the last day of the fiscal year that follows the fifth anniversary of the completion of Novus Capital Corporation II’s initial public offering); |
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the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; |
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the date on which we are deemed to be a “large accelerated filer,” (as defined in the Exchange Act); and |
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the date on which we have issued more than $1 billion in non-convertible debt over a three-year period. |
In addition, we have elected to use the exemption
for the delayed adoption of certain accounting standards until the earlier of the date that we (i) are no longer an emerging growth
company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the
information that we provide to our stockholders may be different than what you might receive from other public reporting companies in
which you hold equity interests.
We have elected to avail ourselves of the provision
of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised
accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the
same time as other public companies that are not emerging growth companies.
We are also a “smaller reporting company”
as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company.
We may take advantage of certain of the scaled disclosures available to smaller reporting companies until the fiscal year following the
determination that our voting and non-voting common stock held by non-affiliates is $250 million or more measured on the last business
day of our second fiscal quarter, or our annual revenues are less than $100 million during the most recently completed fiscal year and
our voting and non-voting common stock held by non-affiliates is $700 million or more measured on the last business day of our second
fiscal quarter.
The Offering
The summary below describes the principal terms
of this offering. Certain of the terms and conditions described below are subject to important limitations and exceptions.
Issuer |
Energy Vault Holdings, Inc. |
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Shares
of Common Stock Offered Hereby |
Shares of common stock having an aggregate offering price of up to $50,000,000. |
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Common
Stock Outstanding After the Offering
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Up to 175,813,686 shares of common
stock, assuming sales of 24,271,845 shares of common stock, based on the public offering price of $2.06 per share of common stock,
which was the last reported sale price of our common stock on the NYSE on November 11, 2024. The actual number of shares issued will vary
depending on how many shares of our common stock we choose to sell and the prices at which such sales occur. |
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Manner of Offering |
“At
the market offering” that may be made from time to time through our sales agent, Jefferies. See the section titled “Plan
of Distribution” on page S-10 of this prospectus supplement. |
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Use of Proceeds |
We
intend to use the net proceeds from this offering, if any, to invest in the development, construction and deployment of energy
storage-related projects, working capital and general corporate purposes. Our management will retain broad discretion regarding the
allocation and use of the net proceeds from this offering. See the section titled “Use of Proceeds” on page S-9
of this prospectus supplement. |
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NYSE Symbol |
“NRGV” |
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Risk Factors |
Any
investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information
set forth in the section titled “Risk Factors,” beginning on page S-7 of this prospectus supplement, and “Item
1A. Risk Factors” in our
Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our Quarterly Report on Form 10-Q for the fiscal quarter
ended June
30, 2024, and as described or may be described in any subsequent Annual Report on Form 10-K or Quarterly Report
on Form 10-Q under the heading “Item 1A. Risk Factors,” as well as in any other documents we file with the SEC that
are deemed incorporated by reference into this prospectus supplement and the accompanying prospectus. |
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Transfer Agent |
Continental Stock Transfer & Trust Company |
The number of shares of common stock to be
outstanding after this offering as set forth above is based on 151,541,841 shares issued and outstanding as of September 30, 2024, and
excludes:
| · | 0 shares of common stock issuable upon vesting and exercise of stock options outstanding as of September 30, 2024 under our 2017 Stock
Incentive Plan (the “2017 Plan”) (of which 0 shares are vested and exercisable as of September 30, 2024); |
| · | 0 shares of common stock issuable upon vesting and exercise of stock options outstanding as of September 30, 2024 under our 2020 Stock
Incentive Plan (the “2020 Plan”) (of which 0 shares are vested and exercisable as of September 30, 2024); |
| · | 6,572,777 shares of common stock issuable upon vesting and exercise of stock options outstanding as of September 30, 2024 under our
2022 Equity Incentive Plan (the “2022 Plan” and together with the 2017 Plan and the 2020 Plan, the “Plans”)
(of which 2,358,554 shares are vested and exercisable as of September 30, 2024); |
| · | 5,597,144 shares of common stock issuable upon the vesting of performance-based stock units outstanding as of September 30, 2024 under
the Plans; |
| · | 17,710,642 shares of common stock issuable upon the vesting of restricted stock units outstanding as of September 30, 2024 under the
Plans; |
| · | 3,386,681 shares of common stock reserved for grants and unsold pursuant to our 2022 Employment Inducement Award Plan (the “EIAP”);
and |
| · | 5,166,666 shares issuable upon exercise of our outstanding warrants. |
RISK FACTORS
An
investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider
carefully all the information we have included or incorporated by reference in this prospectus supplement and the accompanying prospectus,
including the information under the heading “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and our Quarterly Reports on Form 10-Q for the fiscal quarters
ended June 30, 2024 and September 30, 2024, as supplemented by any subsequent Annual Report on Form 10-K or Quarterly
Report on Form 10-Q and other SEC filings. In addition, you should carefully consider the risk factors described below related to
this offering and an investment in our securities. If any of these risks actually occur, our business, financial condition, results of
operations and cash flow could be seriously harmed. This could cause the trading price of our securities to decline, resulting in a loss
of all or part of your investment.
Risks Related to this Offering and Our Common Stock
If you purchase shares of common stock in this offering,
you will suffer immediate dilution of your investment.
The public offering price of our common stock is
substantially higher than the net tangible book value per share of our outstanding common stock. Therefore, if you purchase shares of
our common stock in this offering, you will pay a price per share that substantially exceeds our net tangible book value per share after
giving effect to this offering. If you purchase common stock in this offering, you will incur an immediate and substantial dilution in
net tangible book value of $0.79 per share, based on the public offering price of $2.06 per share of common stock, which was the last
reported sale price of our common stock on the NYSE on November 11, 2024. In addition, in the past, we have issued options and warrants
to acquire common stock at prices significantly below the offering price and have granted restricted stock units. To the extent these
outstanding options and warrants are ultimately exercised or these restricted stock units vest, you will incur additional dilution.
We have broad discretion in the use of the net proceeds from
this offering and may not use them effectively.
Our management will have broad discretion in the
application of the net proceeds from this offering, including for any of the purposes described in the section titled “Use of
Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are
being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering,
their ultimate use may vary substantially from their currently intended use. Our management might not apply our net proceeds in ways that
ultimately increase the value of your investment. If we do not invest or apply the net proceeds from this offering in ways that enhance
stockholder value, we may fail to achieve expected financial results, which could cause our stock price to decline.
It is not possible to predict the actual number of shares of
common stock we will issue, if any, under the Sales Agreement or the aggregate proceeds resulting from sales made under the Sales Agreement.
Subject
to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a placement notice
to Jefferies at any time throughout the term of the Sales Agreement. The number of shares and the per share price of the shares that are
sold through Jefferies after delivering a placement notice will fluctuate based on a number of factors, including the market price of
our common stock during the sales period, any limits we may set with Jefferies in any applicable placement notice and the demand for our
common stock. It is not possible at this stage to predict the number of shares of common stock that will be ultimately sold nor is it
currently possible to predict the aggregate proceeds to be raised in connection with sales under the Sales Agreement.
The common stock offered hereby will be sold in “at-the-market
offerings,” and investors who buy shares at different times will likely pay different prices.
Investors who purchase shares in this offering
at different times will likely pay different prices, and accordingly may experience different levels of dilution and different outcomes
in their investment results. We will have discretion, subject to market demand, to vary the timing, prices and number of shares sold in
this offering. In addition, subject to the final determination by our board of directors or any restrictions we may place in any applicable
placement notice, there is no minimum or maximum sales price for shares to be sold in this offering. Investors may experience a decline
in the value of the shares they purchase in this offering as a result of sales made at prices lower than the prices they paid.
The availability of shares for sale or other issuance in the
future could reduce the market price of our common stock.
Our board of directors (our “Board”)
has the authority, without action or vote of our stockholders, to issue all or any part of our authorized but unissued shares of common
stock, or issue additional shares of preferred stock, which are convertible into shares of common stock. In the future, we may issue securities
to raise cash for acquisitions, as consideration in acquisitions, to pay down debt, to fund capital expenditures or general corporate
expenses, in connection with the exercise of stock options or to satisfy our obligations under our incentive plans. We may also acquire
interests in other companies by using a combination of cash, our preferred stock and our common stock or just our common stock. We may
also issue securities, including our preferred stock, that are convertible into, exchangeable for, or that represent the right to receive,
our common stock. The occurrence of any of these events or any issuance of common stock may dilute your ownership interest in our Company,
reduce our earnings per share and have an adverse impact on the price of our common stock.
We may issue preferred stock whose terms could adversely affect
the voting power or value of our common stock.
Our governing documents authorize us to issue,
without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations
and relative rights, including preferences over our common stock respecting dividends and distributions, as our Board may determine. The
terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example,
we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified
events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might
assign to holders of preferred stock could affect the residual value of our common stock.
The terms of any future preferred equity or debt financing may
give holders of any preferred securities or debt securities rights that are senior to the rights of our common stockholders or impose
more stringent restrictions on our operations.
If we incur additional debt or raise equity through
the issuance of preferred stock, the terms of the debt or the preferred stock issued may give the holders rights, preferences and privileges
senior to those of holders of our common stock, particularly in the event of liquidation. The terms of the debt may also impose additional
and more stringent restrictions on our operations. If we raise funds through the issuance of additional equity, the ownership percentage
of our existing stockholders would be diluted.
There may be future sales or issuances of our common stock, which
will dilute the ownership interests of stockholders and may adversely affect the market price of our common stock.
Our Second Amended and Restated
Certificate of Incorporation currently in effect authorizes us to issue 500,000,000 shares of common stock, of which 152,119,628
shares were issued and outstanding as of November 7, 2024. We may in the future issue additional shares of common stock, including
securities that are convertible into or exchangeable for, or that represent the right to receive, common stock or substantially
similar securities, which may result in dilution to our stockholders. In addition, our stockholders may be further diluted by future
issuances under our equity incentive plans. The market price of our common stock could decline as a result of sales or issuances of
a large number of shares of our common stock or similar securities in the market after this offering or the perception that such
sales or issuances could occur.
If securities or industry analysts publish negative reports about
our business, our share price and trading volume could decline.
The market price for our common stock depends in
part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors.
We do not have any control over these analysts. If one or more of the analysts who cover us downgrade our shares or change their opinion
of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our Company or fail to regularly
publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.
USE OF PROCEEDS
We may issue and sell shares of our common stock
having aggregate sales proceeds of up to $50,000,000 from time to time pursuant to the Sales Agreement. Because there is no minimum
offering amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us,
if any, are not determinable at this time. There can be no assurance that we will sell any shares of our common stock under or fully utilize
the Sales Agreement as a source of financing.
We intend to use the net proceeds from
this offering to invest in the development, construction and deployment of energy storage-related projects, working capital and
general corporate purposes. We may find it necessary or advisable to use the net proceeds for other purposes, and we will have broad
discretion in the application of the net proceeds.
The
occurrence of unforeseen events or changed business conditions could result in the application of the net proceeds from this offering
in a manner other than as described in this prospectus supplement. Pending the uses described above, we intend to invest the net proceeds
in short-term, interest-bearing, investment-grade investments, certificates of deposit or guaranteed obligations of the U.S. government.
DILUTION
If you invest in our common stock in this offering,
your ownership interest will be diluted immediately to the extent of the difference between the price you pay in this offering and the
net tangible book value per share of common stock after this offering.
As of September 30, 2024, we had a net tangible
book value of $175.2 million, or $1.15 per share of common stock, based on 151,541,841 shares of common stock outstanding as of such
date. Our historical net tangible book value per share represents total tangible assets less total liabilities, divided by the number
of shares of common stock outstanding at September 30, 2024.
After giving effect to the assumed sale by us of
$50,000,000 of shares of our common stock at an assumed public offering price of $2.06 per share, which was the last reported sale price
of our common stock on the NYSE on November 12, 2024, less commissions and estimated offering expenses payable by us, our as-adjusted
net tangible book value at September 30, 2024 would have been $223.7 million, or $1.27 per share of common stock. This represents an immediate
increase in net tangible book value of $0.12 per share to our existing stockholders and an immediate dilution of $0.79 per share to new
investors in this offering.
The following table illustrates this per share
dilution. The as adjusted information is illustrative only and will adjust based on the actual price to the public, the actual number
of shares of common stock sold and other terms of the offering determined at the time the shares of common stock are sold pursuant to
this prospectus supplement and accompanying prospectus. The shares of common stock sold in this offering, if any, will be sold from time
to time at various prices.
Assumed public offering price per share | |
| | | |
$ | 2.06 | |
Net tangible book value per share as of September 30, 2024 | |
$ | 175,282,000 | | |
| | |
Increase attributable to new investors purchasing shares of our common stock in this offering | |
$ | 48,500,000 | | |
| | |
As adjusted net tangible book value per share after giving effect to this offering | |
| | | |
$ | 1.27 | |
Dilution per share to new investors | |
| | | |
$ | 0.79 | |
The number of shares of common stock to be
outstanding after this offering as set forth above is based on 151,541,841 shares issued and outstanding as of September 30, 2024, and
excludes:
| · | 0 shares of common stock issuable upon vesting and exercise of stock options outstanding as of September 30, 2024 under our 2017 Stock
Incentive Plan (the “2017 Plan”) (of which 0 shares are vested and exercisable as of September 30, 2024); |
| · | 0 shares of common stock issuable upon vesting and exercise of stock options outstanding as of September 30, 2024 under our 2020 Stock
Incentive Plan (the “2020 Plan”) (of which 0 shares are vested and exercisable as of September 30, 2024); |
| · | 6,572,777 shares of common stock issuable upon vesting and exercise of stock options outstanding as of September 30, 2024 under our
2022 Equity Incentive Plan (the “2022 Plan” and together with the 2017 Plan and the 2020 Plan, the “Plans”)
(of which 2,358,554 shares are vested and exercisable as of September 30, 2024); |
| · | 5,597,144 shares of common stock issuable upon the vesting of performance-based stock units outstanding as of September 30, 2024 under
the Plans; |
| · | 17,710,642 shares of common stock issuable upon the vesting of restricted stock units outstanding as of September 30, 2024 under the
Plans; |
| · | 3,386,681 shares of common stock reserved for grants and unsold pursuant to our 2022 Employment Inducement Award Plan (the “EIAP”);
and |
| · | 5,166,666 shares issuable upon exercise of our outstanding warrants. |
The above illustration of dilution per share to
the investors participating in this offering assumes no exercise of outstanding options to purchase our common stock or warrants to purchase
shares of our common stock that will be outstanding after this offering. To the extent that outstanding options or warrants are exercised,
you will experience further dilution. In addition, we may choose to raise additional capital due to market conditions or strategic considerations
even if we believe we have sufficient funds for our current or future operating plans. To the extent that additional capital is raised
through the sale of equity or convertible debt securities, the issuance of such securities may result in further dilution to our stockholders.
PLAN OF DISTRIBUTION
We have entered into a sales agreement
with Jefferies, under which we may offer and sell up to $50,000,000 of our shares of common stock from time to time through or to
Jefferies acting as sales agent and/or principal. Sales of our shares of common stock, if any, under this prospectus supplement and
the accompanying prospectus will be made by any method that is deemed to be an “at the market offering” as defined in
Rule 415(a)(4) under the Securities Act.
Each time we wish to issue and sell our shares of common stock under
the sales agreement, we will notify Jefferies of the number of shares to be issued, the dates on which such sales are anticipated to be
made, any limitation on the number of shares to be sold in any one day and any minimum price below which sales may not be made. Once we
have so instructed Jefferies, unless Jefferies declines to accept the terms of such notice, Jefferies has agreed to use its commercially
reasonable efforts consistent with its normal trading and sales practices to sell such shares up to the amount specified on such terms.
The obligations of Jefferies under the sales agreement to sell our shares of common stock are subject to a number of conditions that we
must meet.
The settlement of sales of shares between us and Jefferies is generally
anticipated to occur on the first trading day following the date on which the sale was made. Sales of our shares of common stock as contemplated
in this prospectus supplement will be settled through the facilities of The Depository Trust Company or by such other means as we and
Jefferies may agree upon. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
We will pay Jefferies a commission equal to 3.0% of the aggregate gross
proceeds we receive from each sale of our shares of common stock. Because there is no minimum offering amount required as a condition
to close this offering, the actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this
time. In addition, we have agreed to reimburse Jefferies for the fees and disbursements of its counsel, payable upon execution of the
sales agreement, in an amount not to exceed $75,000, in addition to certain ongoing disbursements of its legal counsel. We estimate that
the total expenses for the offering, excluding any commissions or expense reimbursement payable to Jefferies under the terms of the sales
agreement, will be approximately $200,000. The remaining sale proceeds, after deducting any other transaction fees, will equal our net
proceeds from the sale of such shares.
Jefferies will provide written confirmation to us before the open on
the New York Stock Exchange on the day following each day on which our shares of common stock are sold under the sales agreement. Each
confirmation will include the number of shares sold on that day, the aggregate gross proceeds of such sales and the proceeds to us.
In connection with the sale of our shares of common stock on our behalf,
Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act, and the compensation of Jefferies
will be deemed to be underwriting commissions or discounts. We have agreed to indemnify Jefferies against certain civil liabilities, including
liabilities under the Securities Act. We have also agreed to contribute to payments Jefferies may be required to make in respect of such
liabilities.
The offering of our shares of common stock pursuant to the sales agreement
will terminate upon the earlier of (i) the sale of all shares of common stock subject to the sales agreement and (ii) the termination
of the sales agreement as permitted therein. We and Jefferies may each terminate the sales agreement at any time upon ten trading days’
prior written notice.
This summary of the material provisions of the sales agreement does
not purport to be a complete statement of its terms and conditions. A copy of the sales agreement will be filed as an exhibit to a quarterly
report on Form 10-Q filed under the Exchange Act and incorporated by reference in this prospectus supplement.
Jefferies and its affiliates may in the future provide various investment
banking, commercial banking, financial advisory and other financial services for us and our affiliates, for which services they may in
the future receive customary fees. In the course of its business, Jefferies may actively trade our securities for its own account or for
the accounts of customers, and, accordingly, Jefferies may at any time hold long or short positions in such securities.
This prospectus supplement and the accompanying prospectus in electronic
format may be made available on a website maintained by Jefferies, and Jefferies may distribute this prospectus supplement and the accompanying
prospectus electronically.
LEGAL MATTERS
The validity of the issuance of our common stock
and certain other legal matters in connection with the issuance of our common stock will be passed upon for us by Latham & Watkins
LLP, New York, New York. Jefferies LLC is being represented in connection with this offering by Paul Hastings LLP, New York, New York.
EXPERTS
The audited financial statements incorporated by
reference in this prospectus supplement and accompanying prospectus have been so incorporated by reference in reliance of the report of
BDO USA, P.C., independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are subject to the information and periodic
reporting requirements of the Exchange Act and, in accordance therewith, file periodic reports, proxy statements and other information
with the SEC. Such periodic reports, proxy statements and other information are available at the website of the SEC at http://www.sec.gov.
We also furnish our stockholders with annual reports containing our financial statements audited by an independent registered public accounting
firm and quarterly reports containing our unaudited financial information. Our website is located at http://energyvault.com and
our reports, amendments thereto, proxy statements, and other information are also made available, free of charge, on our investor relations
website at http://https://investors.energyvault.com as soon as reasonably practicable after we electronically file or furnish such information
with the SEC. Information contained on, or that is or becomes accessible through, our website does not constitute a part of this
prospectus supplement. The reference to our website or web address does not constitute incorporation by reference of the information contained
at that site.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference”
the information we file with it, which means that we can disclose important information to you by referring you to those documents. The
information incorporated by reference is an important part of this prospectus supplement and the accompanying prospectus, and information
that we file later with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed
below that we have previously filed with the SEC:
| · | Our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2024, and June 30,
2024 filed with the SEC on May 8,
2024, and August 6,
2024 respectively; |
| · | Our Current Reports on Form 8-K or 8-K/A filed with the SEC on each of March 12, 2024, April 4, 2024, April 19, 2024, May 24, 2024, May 28, 2024 and September 13, 2024 (excluding any information furnished but not filed in such reports
under Item 2.02, Item 7.01, or Item 9.01); and |
| · | The description of our common stock contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended
December 31, 2023, and any subsequent amendment or report filed with the SEC for the purpose of updating the description. |
In addition, all future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of the prospectus supplement until all of the shares of
common stock offered hereby have been sold or the offering is otherwise terminated (in each case, other than any portions of any such
documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules)
shall be deemed to be incorporated by reference into this prospectus supplement and the accompanying prospectus supplement and will automatically
be deemed to modify and supersede any information in this prospectus supplement, the accompanying prospectus and any document we previously
filed with the SEC that is incorporated or deemed to be incorporated herein or therein by reference to the extent that statements in the
later filed document modify or replace such earlier statements.
You may request a copy of these filings, at no
cost, by writing or telephoning us at the following address:
Energy Vault Holdings, Inc.
4360 Park Terrace Drive
Suite 100
Westlake Village, California 91361
(805) 852-0000
You should rely only on the information incorporated
by reference or provided in this prospectus supplement or the accompanying prospectus. We have not authorized anyone else to provide you
with different information. You should not assume that the information in this prospectus supplement or the accompanying prospectus is
accurate as of any date other than the date on the front of those documents.
PROSPECTUS
$300,000,000
Common Stock
Preferred Stock
Debt Securities
Depositary Shares
Warrants
Purchase Contracts
Units
We may offer and sell up
to $300,000,000 in the aggregate of the securities identified above from time to time in one or more offerings. This prospectus provides
you with a general description of the securities.
Each time we offer and sell
securities, we will provide a supplement to this prospectus that contains specific information about the offering and the amounts, prices
and terms of the securities. The supplement may also add, update or change information contained in this prospectus with respect to that
offering. You should carefully read this prospectus and the applicable prospectus supplement before you invest in any of our securities.
We may offer and sell the
securities described in this prospectus and any prospectus supplement to or through one or more underwriters, dealers and agents, or directly
to purchasers, or through a combination of these methods. If any underwriters, dealers or agents are involved in the sale of any of the
securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will be set forth,
or will be calculable from the information set forth, in the applicable prospectus supplement. See the sections of this prospectus entitled
“About this Prospectus” and “Plan of Distribution” for more information. No securities may be sold without delivery
of this prospectus and the applicable prospectus supplement describing the method and terms of the offering of such securities.
Investing
in our securities involves risks. See the “Risk Factors” on page 3 of this prospectus and any similar section contained
in the applicable prospectus supplement concerning factors you should consider before investing in our securities.
Our
common stock is listed on the New York Stock Exchange under the symbol “NRGV.” On June 29,
2023 the last reported sale price of our common stock on the New York Stock Exchange was $2.79 per share.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus.
Any representation to the contrary is a criminal offense.
The date of this
prospectus is July 30, 2023.
TABLE OF CONTENTS
Page
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission (the “SEC”)
using a “shelf” registration process. By using a shelf registration statement, we may sell securities from time to
time and in one or more offerings up to a total dollar amount of $300,000,000.
Each time that we offer and
sell securities, we will provide a prospectus supplement to this prospectus that contains specific information about the securities being
offered and sold and the specific terms of that offering. We may also authorize one or more free writing prospectuses to be provided to
you that may contain material information relating to these offerings. The prospectus supplement or free writing prospectus may also add,
update or change information contained in this prospectus with respect to that offering. If there is any inconsistency between the information
in this prospectus and the applicable prospectus supplement or free writing prospectus, you should rely on the prospectus supplement or
free writing prospectus, as applicable. Before purchasing any securities, you should carefully read both this prospectus and the applicable
prospectus supplement (and any applicable free writing prospectuses), together with the additional information described under the heading
“Where You Can Find More Information; Incorporation by Reference.”
We have not authorized anyone
to provide you with any information or to make any representations other than those contained in this prospectus, any applicable prospectus
supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We take no responsibility
for, and can provide no assurance as to the reliability of, any other information that others may give you. We will not make an offer
to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing
in this prospectus and the applicable prospectus supplement to this prospectus is accurate only as of the date on its respective cover,
that the information appearing in any applicable free writing prospectus is accurate only as of the date of that free writing prospectus,
and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless we
indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This prospectus
incorporates by reference, and any prospectus supplement or free writing prospectus may contain and incorporate by reference, market data
and industry statistics and forecasts that are based on independent industry publications and other publicly available information. Although
we believe these sources are reliable, we do not guarantee the accuracy or completeness of this information and we have not independently
verified this information. In addition, the market and industry data and forecasts that may be included or incorporated by reference in
this prospectus, any prospectus supplement or any applicable free writing prospectus may involve estimates, assumptions and other risks
and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors”
contained in this prospectus, the applicable prospectus supplement and any applicable free writing prospectus, and under similar headings
in other documents that are incorporated by reference into this prospectus. Accordingly, investors should not place undue reliance on
this information.
When we refer to “Energy
Vault,” “we,” “our,” “us” and the “Company” in this prospectus, we mean Energy Vault
Holdings, Inc. and its consolidated subsidiaries, unless otherwise specified. When we refer to “you,” we mean the potential
holders of the applicable series of securities.
CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains statements that are forward-looking
statements within the meaning of federal securities law, and as such are not historical facts. This includes, without limitation, statements
regarding our financial position and business strategy, and the plans and objectives of management for our future operations. Such statements
can be identified by the fact that they do not relate strictly to historical or current facts. When used in this prospectus, words such
as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,”
“intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “strive,” “would,” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions,
projections, and other statements about future events that are based on current expectations and assumptions and, as a result, are subject
to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in
this prospectus, including, but not limited to:
| · | changes in our strategy, expansion plans, customer opportunities,
future operations, future financial position, estimated revenues and losses, projected costs, prospects and plans; |
| · | the implementation, market acceptance and success of our business
model and growth strategy; |
| · | our ability to develop and maintain our brand and reputation; |
| · | developments and projections relating to our business, our
competitors, and industry; |
| · | the impact of health epidemics on our business and the actions
we may take in response thereto; |
| · | our expectations regarding our ability to obtain and maintain
intellectual property protection and not infringe on the rights of others; |
| · | expectations regarding the time during which we will be an
emerging growth company under the JOBS Act; |
| · | our future capital requirements and sources and uses of cash; |
| · | our ability to obtain funding for our operations and future
growth; |
| · | our business, expansion plans and opportunities; and |
| · | other factors detailed under the section of this prospectus
entitled “Risk Factors.” |
These forward-looking statements are based on
information available as of the date of this prospectus and current expectations, forecasts, and assumptions, and involve a number of
judgments, risks, and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of
any subsequent date, and we do not undertake any obligation to update forward-looking statements for any reason, except as may be required
under applicable securities laws.
As a result of a number of known and unknown risks
and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking
statements. You should not place undue reliance on these forward-looking statements.
WHERE
YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE
Available Information
We file reports, proxy statements and other information
with the SEC. The SEC maintains a website that contains reports, proxy and information statements and other information about issuers,
such as us, who file electronically with the SEC. The address of that website is http://www.sec.gov.
Our website address is http://www.energyvault.com.
The information on our website, however, is not, and should not be deemed to be, a part of this prospectus, and the inclusion of our website
address in this prospectus is an inactive textual reference only.
This
prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all of the
information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided below. Forms
of the indenture and other documents establishing the terms of any offered securities are or may be filed as exhibits to the registration
statement or documents incorporated by reference in the registration statement. Statements in this prospectus or any prospectus supplement
about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You
should refer to the actual documents for a more complete description of the relevant matters. You may inspect a copy of the registration
statement through the SEC’s website, as provided above.
Incorporation by Reference
The SEC’s rules allow us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information to you by referring you to
another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and
subsequent information that we file with the SEC will automatically update and supersede that information. Any statement contained in
this prospectus or a previously filed document incorporated by reference will be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained in this prospectus or a subsequently filed document incorporated by reference modifies
or replaces that statement.
This prospectus and any accompanying prospectus
supplement incorporate by reference the documents set forth below that have previously been filed with the SEC:
All reports and other documents we subsequently
file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
in this prospectus, prior to the termination of this offering, including all such documents we may file with the SEC after the date of
the initial registration statement and prior to the effectiveness of the registration statement, but excluding any information furnished
to, rather than filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus
from the date of the filing of such reports and documents.
You may request a free copy of any of the documents
incorporated by reference in this prospectus by writing or telephoning us at the following address:
Energy Vault Holdings, Inc.
4360 Park Terrace Drive
Suite 100
Westlake Village, California 91361
(805) 852-0000
Exhibits to the filings will not be sent, however,
unless those exhibits have specifically been incorporated by reference in this prospectus or any accompanying prospectus supplement.
THE
COMPANY
We are a grid-scale energy storage company that
is driving a faster transition to renewable power by solving the intermittence issues that are inherent to the most prevalent sources
of renewable energy, solar and wind.
Our energy storage and software solutions allow
utilities, independent power producers, and large energy users to manage their power portfolios. We provide turnkey energy storage solutions
that meet the demands of the market for shorter duration with our battery energy storage systems (“BESS”) and longer duration
with our gravity energy storage systems (“GESS”). In addition, our hybrid systems that incorporate other energy storage mediums,
such as green hydrogen, address demand for extended duration energy storage. Our technology agnostic EMS platform once fully functional
will orchestrate the management of one or more of our diverse storage mediums and the underlying generation assets to enable the delivery
of power to our customers for their varied and multiple use cases.
Our solutions are designed to address the intermittency
issues by storing energy produced when renewable energy production is active. Once stored in our storage solutions, energy can be discharged
to the grid in a controlled and reliable manner at any time, regardless of the then current ability of the renewable sources to generate
power. Our energy storage solutions are designed to accommodate a wide variety of renewable power sources and to achieve an attractive
levelized cost of energy relative to fossil fuels. Collectively, these abilities greatly broaden the use cases and time duration scenarios
that can be addressed by certain sources of renewable power.
Our portfolio of market-ready turnkey energy storage
solutions currently includes:
|
· |
BESS are our integrated solutions to meet shorter-duration storage needs. |
|
· |
GESS include our proprietary EVx solution to meet longer-duration storage needs. |
|
· |
Green hydrogen energy storage systems (“gHESS”) are our integrated solutions to meet extended duration storage needs. |
|
· |
Hybrid energy storage systems (“HESS”) are our uniquely integrated solutions which allow the pairing of various energy storage mediums to meet specific customer needs. |
|
· |
Energy management software platform (“EMS”) is our proprietary solution designed by our Energy Vault Solutions (“EVS”) division that orchestrates the management of one or more of our diverse storage mediums, along with the underlying generation assets to enable the delivery of power to our customers for their varied and multiple use cases. |
Corporate Information
Energy Vault Holdings, Inc. was originally
incorporated under the name Novus Capital Corporation II as a special purpose acquisition company in the state of Delaware in September 2020
with the purpose of effecting a merger with one or more operating businesses. On September 8, 2021, Novus Capital Corporation II
announced that it had entered into a definitive agreement for a business combination with Energy Vault, Inc. that would result in
Energy Vault, Inc. becoming a wholly owned subsidiary of Novus Capital Corporation II. Upon the closing of the Business Combination
on February 11, 2022, Novus Capital Corporation II was immediately renamed to “Energy Vault Holdings, Inc.”
Our principal executive office is located at 4360
Park Terrace Drive, Suite 100, Westlake Village, CA 91361. Our telephone number is (805) 852-0000. Our website address is www.energyvault.com.
Information contained on our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is
an inactive textual reference only.
Implications of Being an Emerging Growth Company
We qualify as an “emerging growth company”
as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For so long as we remain an emerging growth
company, we are permitted, and currently intend, to rely on the following provisions of the JOBS Act that contain exceptions from disclosure
and other requirements that otherwise are applicable to public companies and file periodic reports with the SEC. These provisions include,
but are not limited to:
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being permitted to present only two years of audited financial statements and selected financial data and only two years of related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports and registration statements, subject to certain exceptions; |
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not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended; |
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reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements, and registration statements; |
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not being required to comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements; and |
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exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. |
We will remain an emerging growth company until
the earliest to occur of:
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December 31, 2026 (the last day of the fiscal year that follows the fifth anniversary of the completion of Novus Capital Corporation II’s initial public offering); |
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the last day of the fiscal year in which we have total annual gross revenue of at least $1.235 billion; |
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the date on which we are deemed to be a “large accelerated filer,” (as defined in the Exchange Act); and |
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the date on which we have issued more than $1 billion in non-convertible debt over a three-year period. |
We have elected to take advantage of certain of
the reduced disclosure obligations in this prospectus and may elect to take advantage of other reduced reporting requirements in our future
filings with the SEC. As a result, the information that we provide to our stockholders may be different than what you might receive from
other public reporting companies in which you hold equity interests.
We have elected to avail ourselves of the provision
of the JOBS Act that permits emerging growth companies to take advantage of an extended transition period to comply with new or revised
accounting standards applicable to public companies. As a result, we will not be subject to new or revised accounting standards at the
same time as other public companies that are not emerging growth companies.
We are also a “smaller reporting company” as defined in the Exchange Act. We may continue to be a smaller reporting company
even after we are no longer an emerging growth company. We may take advantage of certain of the scaled disclosures available to smaller
reporting companies until the fiscal year following the determination that our voting and non-voting common stock held by non-affiliates
is $250 million or more measured on the last business day of our second fiscal quarter, or our annual revenues are less than $100 million
during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates is $700 million or more
measured on the last business day of our second fiscal.
RISK
FACTORS
Investment in any securities
offered pursuant to this prospectus and the applicable prospectus supplement involves risks. Before deciding whether to invest in our
securities, you should carefully consider the risk factors incorporated by reference to our most recent Annual Report on Form 10-K and
any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, and all other information contained or incorporated by reference
into this prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained
in the applicable prospectus supplement and any applicable free writing prospectus. The occurrence of any of these risks might cause you
to lose all or part of your investment in the offered securities. There may be other unknown or unpredictable economic, business, competitive,
regulatory or other factors that could have material adverse effects on our future results. Past financial performance may not be a reliable
indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of
these risks actually occurs, our business, financial condition, results of operations or cash flow could be seriously harmed. This could
cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also carefully read
the section entitled “Cautionary Statement Regarding Forward-Looking Statements” included in our most recent Annual Report
on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K.
USE
OF PROCEEDS
We intend to use the net proceeds from the sale
of the securities as set forth in the applicable prospectus supplement.
DESCRIPTION
OF CAPITAL STOCK
Authorized and Outstanding Stock
The Second Amended and Restated Charter authorizes
the issuance of 500,000,000 shares of common stock and 5,000,000 shares of preferred stock, each with a par value of $0.0001 per share.
As of May 31, 2023, there were 142,105,115 shares of common stock outstanding.
Common Stock
Voting Power
Except as otherwise required by law or as otherwise
provided in any certificate of designation for any series of preferred stock, the holders of our common stock possess all voting power
for the election of our directors and all other matters requiring stockholder action. Holders of our common stock are entitled to one
vote per share on matters to be voted on by stockholders.
Dividends
Holders of our common stock are entitled to receive
such dividends, if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available
therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the
shares of our common stock at the time outstanding are treated equally and identically.
Liquidation, Dissolution and Winding Up
In the event of our voluntary or involuntary liquidation,
dissolution, distribution of assets or winding-up, the holders of our common stock are entitled to receive an equal amount per share of
all of our assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock,
if any, have been satisfied.
Preemptive or Other Rights
Our stockholders have no preemptive or other subscription
rights and there are no sinking fund or redemption provisions applicable to our common stock.
Election of Directors
Our board of directors is divided into three classes
of approximately equal size, each of which generally serves for a term of three years with only one class of directors being elected in
each year. Unless required by applicable law at the time of election, there is no cumulative voting with respect to the election of directors,
with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.
Preferred Stock
We are authorized, subject to limitations prescribed
by Delaware law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in
each series and to fix the designation, powers, preferences and rights of the shares of each series and any associated qualifications,
limitations or restrictions. Our board of directors also can increase or decrease the number of shares of any series, but not below the
number of shares of that series then outstanding, without any further vote or action by our stockholders. Our board of directors may authorize
the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders
of our common stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate
purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of our Company and may adversely
affect the market price of our common stock and the voting and other rights of the holders of common stock. We have no current plan to
issue any shares of preferred stock.
Options
As of May 31, 2023, there were options to purchase
6,149,100 shares of our common stock outstanding, with a weighted-average exercise price of $1.69.
Restricted Stock Units
As of May 31, 2023, there were 24,091,884 restricted
stock units outstanding, each representing the right to receive one share of our common stock.
Warrants
As of May 31, 2023, there were 5,166,666 Private
Warrants to purchase common stock outstanding, held by our Founders (as defined in the Registration statement on Form S-1 (File No.
333-262720)). Each Private Warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share,
subject to adjustment as discussed below. The Private Warrants will expire at 5:00 p.m., New York City time, on the fifth anniversary
of our completion of an initial business combination, or earlier upon liquidation.
The Private Warrants will be exercisable for cash
or on a cashless basis, at the holder’s option, and will not be redeemable by us, in each case so long as they are still held by
the Founders or their permitted transferees.
The Private Warrants were issued in registered
form under the warrant agreement dated as of February 3, 2021 by and between the Company (f/k/a Novus Capital Corp. II) and Continental
Stock Transfer & Trust Company, as warrant agent (the “Warrant Agreement”.) The Warrant Agreement provides that the terms
of the Private Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but
requires the approval, by written consent or vote, of the holders of at least a majority of the then outstanding Private Warrants, if
such modification or amendment is being undertaken after the Closing, in order to make any change that adversely affects the interests
of the registered holders.
The exercise price and number of shares of common
stock issuable on exercise of the Private Warrants may be adjusted in certain circumstances including in the event of a stock dividend,
extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, the Private Warrants will not be adjusted
for issuances of shares of common stock at a price below their respective exercise prices.
The Private Warrants may be exercised upon surrender
of the warrant certificate on or prior to the expiration date at the office of the warrant agent, with the subscription form, as set forth
in the Private Warrant, duly executed, accompanied by full payment of the exercise price, by certified or official bank check payable
to the order of the warrant agent, for the number of Private Warrants being exercised. The warrant holders do not have the rights or privileges
of holders of shares of our common stock and any voting rights until they exercise their Private Warrants and receive shares of our common
stock. After the issuance of shares of common stock upon exercise of the Private Warrants, each holder will be entitled to one vote for
each share held of record on all matters to be voted on by stockholders.
Private Warrant holders may elect to be subject
to a restriction on the exercise of their warrants such that an electing warrant holder would not be able to exercise their warrants to
the extent that, after giving effect to such exercise, such holder would beneficially own in excess of 9.8% of the shares of common stock
outstanding.
Certain Anti-Takeover Provisions of Delaware Law
Pursuant to the Second Amended and Restated Charter,
we have not opted out of Section 203 of the DGCL. Under Section 203 of the DGCL, we are prohibited from engaging in any business
combination with any stockholder for a period of three years following the time that such stockholder (the “interested stockholder”)
came to own at least 15% of our outstanding voting stock (the “acquisition”), except if:
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the board approved the acquisition prior to its consummation; |
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the interested stockholder owned at least 85% of the outstanding voting stock upon consummation of the acquisition; or |
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the business combination is approved by the board, and by a 2/3 majority vote of the other stockholders in a meeting. |
Generally, a “business combination”
includes any merger, consolidation, asset or stock sale or certain other transactions resulting in a financial benefit to the interested
stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s
affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.
Under certain circumstances, declining to opt out
of Section 203 of the DGCL makes it more difficult for a person who would be an “interested stockholder” to effect various
business combinations with us for a three-year period. This may encourage companies interested in acquiring us to negotiate in advance
with the board because the stockholder approval requirement would be avoided if the board approves the acquisition which results in the
stockholder becoming an interested stockholder. This may also have the effect of preventing changes in the board and may make it more
difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Special Meeting of Stockholders
The Second Amended and Restated Bylaws provide
that special meetings of our stockholders may be called only by the chairperson of our board of directors, our Chief Executive Officer
and our board of directors pursuant to adoption of a resolution.
Advance Notice Requirements for Stockholder Proposals and Director
Nominations
The Second Amended and Restated Bylaws provide
that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors
at our annual meeting of stockholders must provide timely notice of their intent in writing. These bylaws also specify certain requirements
as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before
our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Written Consent by Stockholders
Under the Second Amended and Restated Charter,
subject to the rights of any series of preferred stock then outstanding, any action required or permitted to be taken by our stockholders
must be effected at a duly called annual or special meeting of our stockholders and may not be effected by any consent in writing by such
stockholders.
Exclusive Form Selection
The Second Amended and Restated Charter provides
that the Court of Chancery of the State of Delaware will be the exclusive forum for actions or proceedings brought under Delaware statutory
or common law: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a breach of fiduciary
duty; (3) any action asserting a claim against us arising under the Delaware General Corporation Law; (4) any action regarding
the certificate of incorporation or our amended and restated bylaws; (5) any action as to which the Delaware General Corporate Law
confers jurisdiction to the Court of Chancery of the State of Delaware; or (6) any action asserting a claim against us that is governed
by the internal affairs doctrine. The certificate of incorporation further provides that the federal district courts of the United States
of America will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933,
as amended (the “Securities Act”).
Section 27 of the Exchange Act creates exclusive
federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations
thereunder. As a result, the exclusive forum provision of our Second Amended and Restated Charter will not apply to suits brought to enforce
any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.
Although we believe this provision benefits us
by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine
that this provision is unenforceable, and to the extent it is enforceable, the provision may have the effect of discouraging lawsuits
against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities
laws and the rules and regulations thereunder and therefore bring a claim in another appropriate forum. Additionally, we cannot be
certain that a court will decide that this provision is either applicable or enforceable, and if a court were to find the choice of forum
provision contained in the certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs
associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
Limitation on Liability and Indemnification of Directors and
Officers
The Second Amended and Restated Charter provides
that our directors and officers will be indemnified by us to the fullest extent authorized by Delaware law as it now exists or may in
the future be amended. In addition, the Second Amended and Restated Charter provides that our directors will not be personally liable
for monetary damages to us for breaches of their fiduciary duty as directors, unless they violated their duty of loyalty to us or our
stockholders, acted in bad faith, knowingly or intentionally violated the law, authorized unlawful payments of dividends, unlawful stock
purchases or unlawful redemptions, or derived an improper personal benefit from their actions as directors.
We also intend to enter into agreements with our
officers and directors to provide contractual indemnification. The Second Amended and Restated Bylaws permit us to secure insurance on
behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Delaware law would
permit indemnification. We have purchased a policy of directors’ and officers’ liability insurance that insures our directors
and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations
to indemnify the directors and officers.
These provisions may discourage stockholders from
bringing a lawsuit against our directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the
likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit
us and our stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent we pay the costs of settlement
and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, the insurance
and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.
Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable.
Registrar and Transfer Agent; Warrant Agent
Continental Stock Transfer & Trust Company
is the registrar and transfer agent for the shares of our common stock, and the warrant agent for the warrants. We have agreed to indemnify
Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent against all liabilities, including
judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except
for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
Listing of Securities
Our common stock is listed on the NYSE under the
symbols “NRGV.”
DESCRIPTION OF DEBT SECURITIES
The following description,
together with the additional information we include in any applicable prospectus supplement or free writing prospectus, summarizes certain
general terms and provisions of the debt securities that we may offer under this prospectus. When we offer to sell a particular series
of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the
supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may issue debt securities
either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus.
Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to
this prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one or more series.
The debt securities will
be issued under an indenture between us and Wilmington Trust, National Association, as trustee. We have summarized select portions
of the indenture below. The summary is not complete. The form of the indenture has been filed as an exhibit to the registration statement
and you should read the indenture for provisions that may be important to you. In the summary below, we have included references to the
section numbers of the indenture so that you can easily locate these provisions. Capitalized terms used in the summary and not defined
herein have the meanings specified in the indenture.
As used in this section only,
“Energy Vault,” “we,” “our” or “us” refer to Energy Vault Holdings, Inc. excluding our
subsidiaries, unless expressly stated or the context otherwise requires.
General
The terms of each series
of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner
provided in a resolution of our board of directors, in an officer’s certificate or by a supplemental indenture. (Section 2.2) The
particular terms of each series of debt securities will be described in a prospectus supplement relating to such series (including any
pricing supplement or term sheet).
We can issue an unlimited
amount of debt securities under the indenture that may be in one or more series with the same or various maturities, at par, at a premium,
or at a discount. (Section 2.1) We will set forth in a prospectus supplement (including any pricing supplement or term sheet) relating
to any series of debt securities being offered, the aggregate principal amount and the following terms of the debt securities, if applicable:
| · | the title and ranking of the debt securities (including the terms of any subordination provisions); |
| · | the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt
securities; |
| · | any limit on the aggregate principal amount of the debt securities; |
| · | the date or dates on which the principal of the securities of the series is payable; |
| · | the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate
or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest,
the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record
date for the interest payable on any interest payment date; |
| · | the place or places where principal of, and interest, if any, on the debt securities will be payable (and
the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where
notices and demands to us in respect of the debt securities may be delivered; |
| · | the period or periods within which, the price or prices at which and the terms and conditions upon which
we may redeem the debt securities; |
| · | any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous
provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in
the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation; |
| · | the dates on which and the price or prices at which we will repurchase debt securities at the option of
the holders of debt securities and other detailed terms and provisions of these repurchase obligations; |
| · | the denominations in which the debt securities will be issued, if other than denominations of $1,000 and
any integral multiple thereof; |
| · | whether the debt securities will be issued in the form of certificated debt securities or global debt
securities; |
| · | the portion of principal amount of the debt securities payable upon declaration of acceleration of the
maturity date, if other than the principal amount; |
| · | the currency of denomination of the debt securities, which may be United States Dollars or any foreign
currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing
such composite currency; |
| · | the designation of the currency, currencies or currency units in which payment of principal of, premium
and interest on the debt securities will be made; |
| · | if payments of principal of, premium or interest on the debt securities will be made in one or more currencies
or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect
to these payments will be determined; |
| · | the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities
will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a
commodity, commodity index, stock exchange index or financial index; |
| · | any provisions relating to any security provided for the debt securities; |
| · | any addition to, deletion of or change in the Events of Default described in this prospectus or in the
indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture
with respect to the debt securities; |
| · | any addition to, deletion of or change in the covenants described in this prospectus or in the indenture
with respect to the debt securities; |
| · | any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with
respect to the debt securities; |
| · | the provisions, if any, relating to conversion or exchange of any debt securities of such series, including
if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events
requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange; |
| · | any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture
as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection
with the marketing of the securities; and |
| · | whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series,
including the terms of subordination, if any, of such guarantees. (Section 2.2) |
We may issue debt securities
that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity
pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerations and other special
considerations applicable to any of these debt securities in the applicable prospectus supplement.
If we denominate the purchase
price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and
any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or
units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information
with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable
prospectus supplement.
Transfer and Exchange
Each debt security will be
represented by either one or more global securities registered in the name of The Depository Trust Company, or the Depositary, or a nominee
of the Depositary (we will refer to any debt security represented by a global debt security as a “book-entry debt security”),
or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a
“certificated debt security”) as set forth in the applicable prospectus supplement. Except as set forth under the heading
“Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.
Certificated Debt Securities.
You may transfer or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the
indenture. (Section 2.4) No service charge will be made for any transfer or exchange of certificated debt securities, but we may require
payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange. (Section
2.7)
You may effect the transfer
of certificated debt securities and the right to receive the principal of, premium and interest on certificated debt securities only by
surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate
to the new holder or the issuance by us or the trustee of a new certificate to the new holder.
Global Debt Securities and
Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the Depositary,
and registered in the name of the Depositary or a nominee of the Depositary. Please see “Global Securities.”
Covenants
We will set forth in the
applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities. (Article IV)
No Protection in the Event of a Change of Control
Unless we state otherwise
in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities
protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction
results in a change in control) which could adversely affect holders of debt securities.
Consolidation, Merger and Sale of Assets
We may not consolidate with
or merge with or into, or convey, transfer or lease all or substantially all of our properties and assets to any person (a “successor
person”) unless:
| · | we are the surviving entity or the successor person (if other than Energy Vault) is a corporation, partnership,
trust or other entity organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations
on the debt securities and under the indenture; and |
| · | immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred
and be continuing. |
Notwithstanding the above,
any of our subsidiaries may consolidate with, merge into or transfer all or part of its properties to us. (Section 5.1)
Events of Default
“Event of Default”
means with respect to any series of debt securities, any of the following:
| · | default in the payment of any interest upon any debt security of that series when it becomes due and payable,
and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or
with a paying agent prior to the expiration of the 30-day period); |
| · | default in the payment of principal of any security of that series at its maturity; |
| · | default in the performance or breach of any other covenant or warranty by us in the indenture (other than
a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series),
which default continues uncured for a period of 60 days after we receive written notice from the trustee or Energy Vault and the trustee
receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as
provided in the indenture; |
| · | certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Energy Vault; |
| · | any other Event of Default provided with respect to debt securities of that series that is described in
the applicable prospectus supplement. (Section 6.1) |
No Event of Default with
respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily
constitutes an Event of Default with respect to any other series of debt securities. (Section 6.1) The occurrence of certain Events of
Default or an acceleration under the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries
outstanding from time to time.
We will provide the trustee
written notice of any Default or Event of Default within 30 days of becoming aware of the occurrence of such Default or Event of Default,
which notice will describe in reasonable detail the status of such Default or Event of Default and what action we are taking or propose
to take in respect thereof. (Section 6.1)
If an Event of Default with
respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less
than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if
given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities of that series are discount
securities, that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if
any, on all debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency
or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities
will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding
debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before
a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the
outstanding debt securities of that series may rescind and annul the acceleration if all Events of Default, other than the non-payment
of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in
the indenture. (Section 6.2) We refer you to the prospectus supplement relating to any series of debt securities that are discount securities
for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the occurrence
of an Event of Default.
The indenture provides that
the trustee may refuse to perform any duty or exercise any of its rights or powers under the indenture unless the trustee receives indemnity
satisfactory to it against any cost, liability or expense which might be incurred by it in performing such duty or exercising such right
or power. (Section 7.1(e)) Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding
debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series. (Section
6.12)
No holder of any debt security
of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment
of a receiver or trustee, or for any remedy under the indenture, unless:
| · | that holder has previously given to the trustee written notice of a continuing Event of Default with respect
to debt securities of that series; and |
| · | the holders of not less than 25% in principal amount of the outstanding debt securities of that series
have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as
trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities
of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days. (Section 6.7) |
Notwithstanding any other
provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal
of, premium and any interest on that debt security on or after the due dates expressed in that debt security and to institute suit for
the enforcement of payment. (Section 6.8)
The indenture requires us,
within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. (Section
4.3) If a Default or Event of Default occurs and is continuing with respect to the securities of any series and if it is known to a responsible
officer of the trustee, the trustee shall mail to each Securityholder of the securities of that series notice of a Default or Event of
Default within 90 days after it occurs or, if later, after a responsible officer of the trustee has knowledge of such Default or Event
of Default. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any Default
or Event of Default (except in payment on any debt securities of that series) with respect to debt securities of that series if the trustee
determines in good faith that withholding notice is in the interest of the holders of those debt securities. (Section 7.5)
Modification and Waiver
We and the trustee may modify,
amend or supplement the indenture or the debt securities of any series without the consent of any holder of any debt security:
| · | to cure any ambiguity, defect or inconsistency; |
| · | to comply with covenants in the indenture described above under the heading “Consolidation, Merger
and Sale of Assets”; |
| · | to provide for uncertificated securities in addition to or in place of certificated securities; |
| · | to add guarantees with respect to debt securities of any series or secure debt securities of any series; |
| · | to surrender any of our rights or powers under the indenture; |
| · | to add covenants or events of default for the benefit of the holders of debt securities of any series; |
| · | to comply with the applicable procedures of the applicable depositary; |
| · | to make any change that does not adversely affect the rights of any holder of debt securities; |
| · | to provide for the issuance of and establish the form and terms and conditions of debt securities of any
series as permitted by the indenture; |
| · | to effect the appointment of a successor trustee with respect to the debt securities of any series and
to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or |
| · | to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture
under the Trust Indenture Act. (Section 9.1) |
We may also modify and amend
the indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series
affected by the modifications or amendments. We may not make any modification or amendment without the consent of the holders of each
affected debt security then outstanding if that amendment will:
| · | reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
| · | reduce the rate of or extend the time for payment of interest (including default interest) on any debt
security; |
| · | reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the
amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt
securities; |
| · | reduce the principal amount of discount securities payable upon acceleration of maturity; |
| · | waive a default in the payment of the principal of, premium or interest on any debt security (except a
rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of
the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); |
| · | make the principal of or premium or interest on any debt security payable in currency other than that
stated in the debt security; |
| · | make any change to certain provisions of the indenture relating to, among other things, the right of holders
of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the
enforcement of any such payment and to waivers or amendments; or |
| · | waive a redemption payment with respect to any debt security. (Section 9.3) |
Except for certain specified
provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the
holders of all debt securities of that series waive our compliance with provisions of the indenture. (Section 9.2) The holders of a majority
in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series
waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal
of, premium or any interest on any debt security of that series; provided, however, that the holders of a majority in principal amount
of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default
that resulted from the acceleration. (Section 6.13)
Defeasance of Debt Securities and Certain Covenants
in Certain Circumstances
Legal
Defeasance. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities,
we may be discharged from any and all obligations in respect of the debt securities of any series (subject to certain exceptions). We
will be so discharged upon the irrevocable deposit with the trustee, in trust, of money and/or U.S. government obligations or, in the
case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued
or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide
money or U.S. government obligations in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants
or investment bank to pay and discharge each installment of principal, premium and interest on and any mandatory sinking fund payments
in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture
and those debt securities.
This discharge may occur
only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been
published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change
in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm
that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes
as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same amounts and in
the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred. (Section
8.3)
Defeasance
of Certain Covenants. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt
securities, upon compliance with certain conditions:
| · | we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale
of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in
the applicable prospectus supplement; and |
| · | any omission to comply with those covenants will not constitute a Default or an Event of Default with
respect to the debt securities of that series (“covenant defeasance”). |
The conditions include:
| · | depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities
denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued
such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient
in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment
of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the
stated maturity of those payments in accordance with the terms of the indenture and those debt securities; and |
| · | delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities
of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related
covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if the deposit and related covenant defeasance had not occurred. (Section 8.4) |
No Personal Liability of
Directors, Officers, Employees or Securityholders
None of our past, present
or future directors, officers, employees or securityholders, as such, will have any liability for any of our obligations under the debt
securities or the indenture or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting
a debt security, each holder waives and releases all such liability. This waiver and release is part of the consideration for the issue
of the debt securities. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities laws,
and it is the view of the SEC that such a waiver is against public policy.
Governing Law
The indenture and the debt
securities, including any claim or controversy arising out of or relating to the indenture or the securities, will be governed by the
laws of the State of New York.
The indenture will provide that we, the trustee
and the holders of the debt securities (by their acceptance of the debt securities) irrevocably waive, to the fullest extent permitted
by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the indenture, the debt securities
or the transactions contemplated thereby.
The indenture will provide
that any legal suit, action or proceeding arising out of or based upon the indenture or the transactions contemplated thereby may be instituted
in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case
located in the City of New York, and we, the trustee and the holder of the debt securities (by their acceptance of the debt securities)
irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The indenture will further
provide that service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of
court) to such party’s address set forth in the indenture will be effective service of process for any suit, action or other proceeding
brought in any such court. The indenture will further provide that we, the trustee and the holders of the debt securities (by their acceptance
of the debt securities) irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding
in the courts specified above and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other
proceeding has been brought in an inconvenient forum. (Section 10.10).
DESCRIPTION OF DEPOSITARY
SHARES
We may, at our option, elect
to offer depositary shares rather than full shares of preferred stock. Each depositary share will represent ownership of and entitlement
to all rights and preferences of a fraction of a share of preferred stock of a specified series (including dividend, voting, redemption
and liquidation rights). The applicable fraction will be specified in a prospectus supplement. The shares of preferred stock represented
by the depositary shares will be deposited with a depositary named in the applicable prospectus supplement, under a deposit agreement
among us, the depositary and the holders of the certificates evidencing depositary shares, or depositary receipts. Depositary receipts
will be delivered to those persons purchasing depositary shares in the offering. The depositary will be the transfer agent, registrar
and dividend disbursing agent for the depositary shares. Holders of depositary receipts agree to be bound by the deposit agreement, which
requires holders to take certain actions such as filing proof of residence and paying certain charges.
The summary of the terms of
the depositary shares contained in this prospectus does not purport to be complete and is subject to, and qualified in its entirety by,
the provisions of the deposit agreement and our certificate of incorporation and the certificate of designation that are, or will be,
filed with the SEC for the applicable series of preferred stock.
Dividends
The depositary will distribute
all cash dividends or other cash distributions received in respect of the series of preferred stock represented by the depositary shares
to the record holders of depositary receipts in proportion to the number of depositary shares owned by such holders on the relevant record
date, which will be the same date as the record date fixed by us for the applicable series of preferred stock. The depositary, however,
will distribute only such amount as can be distributed without attributing to any depositary share a fraction of one cent, and any balance
not so distributed will be added to and treated as part of the next sum received by the depositary for distribution to record holders
of depositary receipts then outstanding.
In the event of a distribution
other than in cash, the depositary will distribute property received by it to the record holders of depositary receipts entitled thereto,
in proportion, as nearly as may be practicable, to the number of depositary shares owned by such holders on the relevant record date,
unless the depositary determines (after consultation with us) that it is not feasible to make such distribution, in which case the depositary
may (with our approval) adopt any other method for such distribution as it deems equitable and appropriate, including the sale of such
property (at such place or places and upon such terms as it may deem equitable and appropriate) and distribution of the net proceeds from
such sale to such holders.
Liquidation Preference
In the event of the liquidation,
dissolution or winding up of the affairs of Energy Vault, whether voluntary or involuntary, the holders of each depositary share will
be entitled to the fraction of the liquidation preference accorded each share of the applicable series of preferred stock as set forth
in the applicable prospectus supplement.
Redemption
If the series of preferred
stock represented by the applicable series of depositary shares is redeemable, such depositary shares will be redeemed from the proceeds
received by the depositary resulting from the redemption, in whole or in part, of the preferred stock held by the depositary. Whenever
we redeem any preferred stock held by the depositary, the depositary will redeem as of the same redemption date the number of depositary
shares representing the shares of preferred stock so redeemed. The depositary will mail the notice of redemption promptly upon receipt
of such notice from us and not less than 30 nor more than 60 days prior to the date fixed for redemption of the preferred stock and the
depositary shares to the record holders of the depositary receipts.
Voting
Promptly upon receipt of notice
of any meeting at which the holders of the series of preferred stock represented by the applicable series of depositary shares are entitled
to vote, the depositary will mail the information contained in such notice of meeting to the record holders of the depositary receipts
as of the record date for such meeting. Each such record holder of depositary receipts will be entitled to instruct the depositary as
to the exercise of the voting rights pertaining to the number of shares of preferred stock represented by such record holder’s depositary
shares. The depositary will endeavor, insofar as practicable, to vote such preferred stock represented by such depositary shares in accordance
with such instructions, and we will agree to take all action which may be deemed necessary by the depositary in order to enable the depositary
to do so. The depositary will abstain from voting any of the preferred stock to the extent that it does not receive specific instructions
from the holders of depositary receipts.
Withdrawal of Preferred Stock
Upon surrender of depositary
receipts at the principal office of the depositary and payment of any unpaid amount due the depositary, and subject to the terms of the
deposit agreement, the owner of the depositary shares evidenced thereby is entitled to delivery of the number of whole shares of preferred
stock and all money and other property, if any, represented by such depositary shares. Partial shares of preferred stock will not be issued.
If the depositary receipts delivered by the holder evidence a number of depositary shares in excess of the number of depositary shares
representing the number of whole shares of preferred stock to be withdrawn, the depositary will deliver to such holder at the same time
a new depositary receipt evidencing such excess number of depositary shares. Holders of preferred stock thus withdrawn will not thereafter
be entitled to deposit such shares under the deposit agreement or to receive depositary receipts evidencing depositary shares therefor.
Amendment and Termination of Deposit Agreement
The form of depositary receipt
evidencing the depositary shares and any provision of the deposit agreement may at any time and from time to time be amended by agreement
between us and the depositary. However, any amendment which materially and adversely alters the rights of the holders (other than any
change in fees) of depositary shares will not be effective unless such amendment has been approved by at least a majority of the depositary
shares then outstanding. No such amendment may impair the right, subject to the terms of the deposit agreement, of any owner of any depositary
shares to surrender the depositary receipt evidencing such depositary shares with instructions to the depositary to deliver to the holder
of the preferred stock and all money and other property, if any, represented thereby, except in order to comply with mandatory provisions
of applicable law.
The deposit agreement will
be permitted to be terminated by us upon not less than 30 days prior written notice to the applicable depositary if a majority of each
series of preferred stock affected by such termination consents to such termination, whereupon such depositary will be required to deliver
or make available to each holder of depositary receipts, upon surrender of the depositary receipts held by such holder, such number of
whole or fractional shares of preferred stock as are represented by the depositary shares evidenced by such depositary receipts together
with any other property held by such depositary with respect to such depositary receipts. In addition, the deposit agreement will automatically
terminate if (a) all outstanding depositary shares thereunder shall have been redeemed, (b) there shall have been a final distribution
in respect of the related preferred stock in connection with any liquidation, dissolution or winding-up of Energy Vault and such distribution
shall have been distributed to the holders of depositary receipts evidencing the depositary shares representing such preferred stock or
(c) each share of the related preferred stock shall have been converted into stock of Energy Vault not so represented by depositary shares.
Charges of Depositary
We will pay all transfer and
other taxes and governmental charges arising solely from the existence of the depositary arrangements. We will pay charges of the depositary
in connection with the initial deposit of the preferred stock and initial issuance of the depositary shares, and redemption of the preferred
stock and all withdrawals of preferred stock by owners of depositary shares. Holders of depositary receipts will pay transfer, income
and other taxes and governmental charges and certain other charges as are provided in the deposit agreement to be for their accounts.
In certain circumstances, the depositary may refuse to transfer depositary shares, may withhold dividends and distributions and sell the
depositary shares evidenced by such depositary receipt if such charges are not paid. The applicable prospectus supplement will include
information with respect to fees and charges, if any, in connection with the deposit or substitution of the underlying securities, the
receipt and distribution of dividends, the sale or exercise of rights, the withdrawal of the underlying security, and the transferring,
splitting or grouping of receipts. The applicable prospectus supplement will also include information with respect to the right to collect
the fees and charges, if any, against dividends received and deposited securities.
Miscellaneous
The depositary will forward
to the holders of depositary receipts all notices, reports and proxy soliciting material from us which are delivered to the depositary
and which we are required to furnish to the holders of the preferred stock. In addition, the depositary will make available for inspection
by holders of depositary receipts at the principal office of the depositary, and at such other places as it may from time to time deem
advisable, any notices, reports and proxy soliciting material received from us which are received by the depositary as the holder of preferred
stock. The applicable prospectus supplement will include information about the rights, if any, of holders of receipts to inspect the transfer
books of the depositary and the list of holders of receipts.
Neither the depositary nor
Energy Vault assumes any obligation or will be subject to any liability under the deposit agreement to holders of depositary receipts
other than for its negligence or willful misconduct. Neither the depositary nor Energy Vault will be liable if it is prevented or delayed
by law or any circumstance beyond its control in performing its obligations under the deposit agreement. The obligations of Energy Vault
and the depositary under the deposit agreement will be limited to performance in good faith of their duties thereunder, and they will
not be obligated to prosecute or defend any legal proceeding in respect of any depositary shares or preferred stock unless satisfactory
indemnity is furnished. Energy Vault and the depositary may rely on written advice of counsel or accountants, on information provided
by holders of the depositary receipts or other persons believed in good faith to be competent to give such information and on documents
believed to be genuine and to have been signed or presented by the proper party or parties.
In the event the depositary
shall receive conflicting claims, requests or instructions from any holders of depositary receipts, on the one hand, and us, on the other
hand, the depositary shall be entitled to act on such claims, requests or instructions received from us.
Resignation and Removal of Depositary
The depositary may resign
at any time by delivering to us notice of its election to do so, and we may at any time remove the depositary, any such resignation or
removal to take effect upon the appointment of a successor depositary and its acceptance of such appointment. Such successor depositary
must be appointed within 60 days after delivery of the notice for resignation or removal and must be a bank or trust company having its
principal office in the United States and having a combined capital and surplus of at least $150,000,000.
DESCRIPTION OF WARRANTS
We may issue warrants for
the purchase of shares of our common stock or preferred stock or of debt securities. We may issue warrants independently or together with
other securities, and the warrants may be attached to or separate from any offered securities. Each series of warrants will be issued
under a separate warrant agreement to be entered into between us and the investors or a warrant agent. The following summary of material
provisions of the warrants and warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions
of the warrant agreement and warrant certificate applicable to a particular series of warrants. The terms of any warrants offered under
a prospectus supplement may differ from the terms described below. We urge you to read the applicable prospectus supplement and any related
free writing prospectus, as well as the complete warrant agreements and warrant certificates that contain the terms of the warrants.
The particular terms of any
issue of warrants will be described in the prospectus supplement relating to the issue. Those terms may include:
| · | the
number of shares of common stock or preferred stock purchasable upon the exercise of warrants to purchase such shares and the price at
which such number of shares may be purchased upon such exercise; |
| · | the
designation, stated value and terms (including, without limitation, liquidation, dividend, conversion and voting rights) of the series
of preferred stock purchasable upon exercise of warrants to purchase preferred stock; |
| · | the
principal amount of debt securities that may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which
may be payable in cash, securities or other property; |
| · | the
date, if any, on and after which the warrants and the related debt securities, preferred stock or common stock will be separately transferable; |
| · | the
terms of any rights to redeem or call the warrants; |
| · | the
date on which the right to exercise the warrants will commence and the date on which the right will expire; |
| · | United
States Federal income tax consequences applicable to the warrants; and |
| · | any
additional terms of the warrants, including terms, procedures, and limitations relating to the exchange, exercise and settlement of the
warrants. |
Holders of equity warrants
will not be entitled:
| · | to
vote, consent or receive dividends; |
| · | receive
notice as shareholders with respect to any meeting of shareholders for the election of our directors or any other matter; or |
| · | exercise
any rights as shareholders of Energy Vault. |
Each warrant will entitle
its holder to purchase the principal amount of debt securities or the number of shares of preferred stock or common stock at the exercise
price set forth in, or calculable as set forth in, the applicable prospectus supplement. Unless we otherwise specify in the applicable
prospectus supplement, holders of the warrants may exercise the warrants at any time up to the specified time on the expiration date that
we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become
void.
A holder of warrant certificates
may exchange them for new warrant certificates of different denominations, present them for registration of transfer and exercise them
at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants
to purchase debt securities are exercised, the holder of the warrants will not have any rights of holders of the debt securities that
can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt securities
or to enforce covenants in the applicable indenture. Until any warrants to purchase common stock or preferred stock are exercised, the
holders of the warrants will not have any rights of holders of the underlying common stock or preferred stock, including any rights to
receive dividends or payments upon any liquidation, dissolution or winding up on the common stock or preferred stock, if any.
DESCRIPTION OF PURCHASE
CONTRACTS
We may issue purchase contracts
for the purchase or sale of debt or equity securities issued by us. Each purchase contract will entitle the holder thereof to purchase
or sell, and obligate us to sell or purchase, on specified dates, such securities at a specified purchase price, which may be based on
a formula, all as set forth in the applicable prospectus supplement. Any purchase contracts we issue will be physically settled by delivery
of such securities. The applicable prospectus supplement will also specify the methods by which the holders may purchase or sell such
securities and any acceleration, cancellation or termination provisions or other provisions relating to the settlement of a purchase contract.
DESCRIPTION
OF UNITS
We may issue units consisting
of any combination of the other types of securities offered under this prospectus in one or more series. We may evidence each series of
units by unit certificates that we will issue under a separate agreement. We may enter into unit agreements with a unit agent. Each unit
agent will be a bank or trust company that we select. We will indicate the name and address of the unit agent in the applicable prospectus
supplement relating to a particular series of units.
The following description,
together with the additional information included in any applicable prospectus supplement, summarizes the general features of the units
that we may offer under this prospectus. You should read any prospectus supplement and any free writing prospectus that we may authorize
to be provided to you related to the series of units being offered, as well as the complete unit agreements that contain the terms of
the units. Specific unit agreements will contain additional important terms and provisions and we will file as an exhibit to the registration
statement of which this prospectus is a part, or will incorporate by reference from another report that we file with the SEC, the form
of each unit agreement relating to units offered under this prospectus.
If we offer any units, certain
terms of that series of units will be described in the applicable prospectus supplement, including, without limitation, the following,
as applicable:
| · | the title of the series of units; |
| · | identification and description of the separate constituent securities comprising the units; |
| · | the price or prices at which the units will be issued; |
| · | the date, if any, on and after which the constituent securities comprising the units will be separately
transferable; |
| · | a discussion of certain United States federal income tax considerations applicable to the units; and |
| · | any other terms of the units and their constituent securities |
GLOBAL SECURITIES
Book-Entry, Delivery and Form
Unless we indicate differently
in any applicable prospectus supplement or free writing prospectus, the securities initially will be issued in book-entry form and represented
by one or more global notes or global securities, or, collectively, global securities. The global securities will be deposited with, or
on behalf of, The Depository Trust Company, New York, New York, as depositary, or DTC, and registered in the name of Cede & Co., the
nominee of DTC. Unless and until it is exchanged for individual certificates evidencing securities under the limited circumstances described
below, a global security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary,
or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.
DTC has advised us that it
is:
| · | a limited-purpose trust company organized under the New York Banking Law; |
| · | a “banking organization” within the meaning of the New York Banking Law; |
| · | a member of the Federal Reserve System; |
| · | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
| · | a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. |
DTC holds securities that
its participants deposit with DTC. DTC also facilitates the settlement among its participants of securities transactions, such as transfers
and pledges, in deposited securities through electronic computerized book-entry changes in participants’ accounts, thereby eliminating
the need for physical movement of securities certificates. “Direct participants” in DTC include securities brokers and dealers,
including underwriters, banks, trust companies, clearing corporations and other organizations. DTC is a wholly-owned subsidiary of The
Depository Trust & Clearing Corporation, or DTCC. DTCC is the holding company for DTC, National Securities Clearing Corporation and
Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries.
Access to the DTC system is also available to others, which we sometimes refer to as indirect participants, that clear through or maintain
a custodial relationship with a direct participant, either directly or indirectly. The rules applicable to DTC and its participants are
on file with the SEC.
Purchases of securities under
the DTC system must be made by or through direct participants, which will receive a credit for the securities on DTC’s records.
The ownership interest of the actual purchaser of a security, which we sometimes refer to as a beneficial owner, is in turn recorded on
the direct and indirect participants’ records. Beneficial owners of securities will not receive written confirmation from DTC of
their purchases. However, beneficial owners are expected to receive written confirmations providing details of their transactions, as
well as periodic statements of their holdings, from the direct or indirect participants through which they purchased securities. Transfers
of ownership interests in global securities are to be accomplished by entries made on the books of participants acting on behalf of beneficial
owners. Beneficial owners will not receive certificates representing their ownership interests in the global securities, except under
the limited circumstances described below.
To facilitate subsequent
transfers, all global securities deposited by direct participants with DTC will be registered in the name of DTC’s partnership nominee,
Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of securities with DTC and
their registration in the name of Cede & Co. or such other nominee will not change the beneficial ownership of the securities. DTC
has no knowledge of the actual beneficial owners of the securities. DTC’s records reflect only the identity of the direct participants
to whose accounts the securities are credited, which may or may not be the beneficial owners. The participants are responsible for keeping
account of their holdings on behalf of their customers.
So long as the securities
are in book-entry form, you will receive payments and may transfer securities only through the facilities of the depositary and its direct
and indirect participants. We will maintain an office or agency in the location specified in the prospectus supplement for the applicable
securities, where notices and demands in respect of the securities and the indenture may be delivered to us and where certificated securities
may be surrendered for payment, registration of transfer or exchange.
Conveyance of notices and
other communications by DTC to direct participants, by direct participants to indirect participants and by direct participants and indirect
participants to beneficial owners will be governed by arrangements among them, subject to any legal requirements in effect from time to
time.
Redemption notices will be
sent to DTC. If less than all of the securities of a particular series are being redeemed, DTC’s practice is to determine by lot
the amount of the interest of each direct participant in the securities of such series to be redeemed.
Neither DTC nor Cede &
Co. (or such other DTC nominee) will consent or vote with respect to the securities. Under its usual procedures, DTC will mail an omnibus
proxy to us as soon as possible after the record date. The omnibus proxy assigns the consenting or voting rights of Cede & Co. to
those direct participants to whose accounts the securities of such series are credited on the record date, identified in a listing attached
to the omnibus proxy.
So long as securities are
in book-entry form, we will make payments on those securities to the depositary or its nominee, as the registered owner of such securities,
by wire transfer of immediately available funds. If securities are issued in definitive certificated form under the limited circumstances
described below and unless if otherwise provided in the description of the applicable securities herein or in the applicable prospectus
supplement, we will have the option of making payments by check mailed to the addresses of the persons entitled to payment or by wire
transfer to bank accounts in the United States designated in writing to the applicable trustee or other designated party at least 15 days
before the applicable payment date by the persons entitled to payment, unless a shorter period is satisfactory to the applicable trustee
or other designated party.
Redemption proceeds, distributions
and dividend payments on the securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative
of DTC. DTC’s practice is to credit direct participants’ accounts upon DTC’s receipt of funds and corresponding detail
information from us on the payment date in accordance with their respective holdings shown on DTC records. Payments by participants to
beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the account
of customers in bearer form or registered in “street name.” Those payments will be the responsibility of participants and
not of DTC or us, subject to any statutory or regulatory requirements in effect from time to time. Payment of redemption proceeds, distributions
and dividend payments to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is our responsibility,
disbursement of payments to direct participants is the responsibility of DTC, and disbursement of payments to the beneficial owners is
the responsibility of direct and indirect participants.
Except under the limited
circumstances described below, purchasers of securities will not be entitled to have securities registered in their names and will not
receive physical delivery of securities. Accordingly, each beneficial owner must rely on the procedures of DTC and its participants to
exercise any rights under the securities and the indenture.
The laws of some jurisdictions
may require that some purchasers of securities take physical delivery of securities in definitive form. Those laws may impair the ability
to transfer or pledge beneficial interests in securities.
DTC may discontinue providing
its services as securities depositary with respect to the securities at any time by giving reasonable notice to us. Under such circumstances,
in the event that a successor depositary is not obtained, securities certificates are required to be printed and delivered.
As noted above, beneficial
owners of a particular series of securities generally will not receive certificates representing their ownership interests in those securities.
However, if:
| · | DTC notifies us that it is unwilling or unable to continue as a depositary for the global security or
securities representing such series of securities or if DTC ceases to be a clearing agency registered under the Exchange Act at a time
when it is required to be registered and a successor depositary is not appointed within 90 days of the notification to us or of our becoming
aware of DTC’s ceasing to be so registered, as the case may be; |
| · | we determine, in our sole discretion, not to have such securities represented by one or more global securities;
or |
| · | an Event of Default has occurred and is continuing with respect to such series of securities, |
we will prepare and deliver certificates for such
securities in exchange for beneficial interests in the global securities. Any beneficial interest in a global security that is exchangeable
under the circumstances described in the preceding sentence will be exchangeable for securities in definitive certificated form registered
in the names that the depositary directs. It is expected that these directions will be based upon directions received by the depositary
from its participants with respect to ownership of beneficial interests in the global securities.
Euroclear and Clearstream
If so provided in the applicable
prospectus supplement, you may hold interests in a global security through Clearstream Banking S.A., which we refer to as “Clearstream,”
or Euroclear Bank S.A./N.V., as operator of the Euroclear System, which we refer to as “Euroclear,” either directly if you
are a participant in Clearstream or Euroclear or indirectly through organizations which are participants in Clearstream or Euroclear.
Clearstream and Euroclear will hold interests on behalf of their respective participants through customers’ securities accounts
in the names of Clearstream and Euroclear, respectively, on the books of their respective U.S. depositaries, which in turn will hold such
interests in customers’ securities accounts in such depositaries’ names on DTC’s books.
Clearstream and Euroclear
are securities clearance systems in Europe. Clearstream and Euroclear hold securities for their respective participating organizations
and facilitate the clearance and settlement of securities transactions between those participants through electronic book-entry changes
in their accounts, thereby eliminating the need for physical movement of certificates.
Payments, deliveries, transfers,
exchanges, notices and other matters relating to beneficial interests in global securities owned through Euroclear or Clearstream must
comply with the rules and procedures of those systems. Transactions between participants in Euroclear or Clearstream, on one hand, and
other participants in DTC, on the other hand, are also subject to DTC’s rules and procedures.
Investors will be able to
make and receive through Euroclear and Clearstream payments, deliveries, transfers and other transactions involving any beneficial interests
in global securities held through those systems only on days when those systems are open for business. Those systems may not be open for
business on days when banks, brokers and other institutions are open for business in the United States.
Cross-market transfers between
participants in DTC, on the one hand, and participants in Euroclear or Clearstream, on the other hand, will be effected through DTC in
accordance with the DTC’s rules on behalf of Euroclear or Clearstream, as the case may be, by their respective U.S. depositaries;
however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the
counterparty in such system in accordance with the rules and procedures and within the established deadlines (European time) of such system.
Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its
U.S. depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global securities
through DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement. Participants in Euroclear
or Clearstream may not deliver instructions directly to their respective U.S. depositaries.
Due to time zone differences,
the securities accounts of a participant in Euroclear or Clearstream purchasing an interest in a global security from a direct participant
in DTC will be credited, and any such crediting will be reported to the relevant participant in Euroclear or Clearstream, during the securities
settlement processing day (which must be a business day for Euroclear or Clearstream) immediately following the settlement date of DTC.
Cash received in Euroclear or Clearstream as a result of sales of interests in a global security by or through a participant in Euroclear
or Clearstream to a direct participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant
Euroclear or Clearstream cash account only as of the business day for Euroclear or Clearstream following DTC’s settlement date.
Other
The information in this
section of this prospectus concerning DTC, Clearstream, Euroclear and their respective book-entry systems has been obtained from
sources that we believe to be reliable, but we do not take responsibility for this information. This information has been provided
solely as a matter of convenience. The rules and procedures of DTC, Clearstream and Euroclear are solely within the control of those
organizations and could change at any time. Neither we nor the trustee nor any agent of ours or of the trustee has any control over
those entities and none of us takes any responsibility for their activities. You are urged to contact DTC, Clearstream and Euroclear
or their respective participants directly to discuss those matters. In addition, although we expect that DTC, Clearstream and
Euroclear will perform the foregoing procedures, none of them is under any obligation to perform or continue to perform such
procedures and such procedures may be discontinued at any time. Neither we nor the trustee nor any agent of ours or the trustee will
have any responsibility for the performance or nonperformance by DTC, Clearstream and Euroclear or their respective participants of
these or any other rules or procedures governing their respective operations.
PLAN
OF DISTRIBUTION
We
may sell the securities from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination
of these methods or through underwriters or dealers, through agents and/or directly to one or more purchasers. The securities may be distributed
from time to time in one or more transactions:
| · | at a fixed price or prices, which may be changed; |
| · | at market prices prevailing at the time of sale; |
| · | at prices related to such prevailing market prices; or |
Each
time that we sell securities covered by this prospectus, we will provide a prospectus supplement or supplements that will describe the
method of distribution and set forth the terms and conditions of the offering of such securities, including the offering price of the
securities and the proceeds to us, if applicable.
Offers
to purchase the securities being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers
to purchase the securities from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus
supplement.
If
a dealer is utilized in the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal.
The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If
an underwriter is utilized in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed
with the underwriter at the time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we or the purchasers of securities
for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions
from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated in a prospectus
supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and may then resell
the securities at varying prices to be determined by the dealer.
Any
compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions
or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities
Act of 1933, as amended, and any discounts and commissions received by them and any profit realized by them on resale of the securities
may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents
against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in
respect thereof and to reimburse those persons for certain expenses.
Any
common stock will be listed on the New York Stock Exchange, but any other securities may or may not be listed on a national securities
exchange. To facilitate the offering of securities, certain persons participating in the offering may engage in transactions that stabilize,
maintain or otherwise affect the price of the securities. This may include over-allotments or short sales of the securities, which involve
the sale by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would
cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if
any. In addition, these persons may stabilize or maintain the price of the securities by bidding for or purchasing securities in the open
market or by imposing penalty bids, whereby selling concessions allowed to dealers participating in the offering may be reclaimed if securities
sold by them are repurchased in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain
the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued
at any time.
We
may engage in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties
in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the
third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions.
If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to close out any related
open borrowings of stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings
of stock. The third party in such sale transactions will be an underwriter and, if not identified in this prospectus, will be named in
the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the securities short using this prospectus and an applicable prospectus supplement.
Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection
with a concurrent offering of other securities.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
LEGAL
MATTERS
Latham & Watkins LLP will pass upon certain
legal matters relating to the issuance and sale of the securities offered hereby on behalf of Energy Vault Holdings, Inc.. Additional
legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus
supplement.
EXPERTS
The
financial statements of Energy Vault Holdings, Inc. incorporated by reference in this prospectus have been audited by BDO USA, LLP, an
independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance
upon the report of such firm, given their authority as experts in accounting and auditing.
Up to $50,000,000
Energy Vault Holdings, Inc.
Common Stock
PROSPECTUS SUPPLEMENT
Jefferies
November 12, 2024
Energy Vault (NYSE:NRGV)
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