United States securities and exchange commission logo
August 10, 2021
Juan Sagales
General Counsel
Wallbox B.V.
Carrer del Foc, 68
Barcelona, Spain 08038
Re: Wallbox B.V.
Registration
Statement on Form F-4
Filed July 14, 2021
File No. 333-257898
Dear Mr. Sagales:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form F-4
Cover Page
1. Please revise your
disclosure on the cover page to state that Holdco will be a "controlled
company" within the
meaning of the corporate governance standards of the NYSE.
Identify the
controlling stockholders and state that they will collectively control
approximately 61.5% of
the voting power of Holdco's capital stock.
Q: What interests do the Sponsor, Kensington Initial Stockholders...,
page 13
2. Please quantify the
aggregate dollar amount and describe the nature of what the sponsor
and its affiliates have
at risk that depends on completion of a business combination.
Include the current
value of securities held, loans extended, fees due, and out-of-pocket
expenses for which the
sponsor and its affiliates are awaiting reimbursement. Provide
Juan Sagales
FirstName LastNameJuan Sagales
Wallbox B.V.
Comapany
August 10, NameWallbox
2021 B.V.
August
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FirstName LastName
similar disclosure for the company s officers and directors, if
material.
3. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
Wallbox Prospective Financial Information, page 30
4. We note that the Wallbox provided to the Kensington Board forecasts
through year 2027.
Please provide an explanation for the basis of the projections beyond
year three (i.e. year
2024). Disclose whether the projections are in line with historic
operating trends. Address
why the change in trends is appropriate or assumptions are reasonable.
While you have a
history of operating losses, the forecasts project increasing total
gross profit, including
$962 million in 2027. Clearly describe the basis for projecting this
growth and the factors
or contingencies that would affect such growth ultimately
materializing.
5. We note your attempt to limit reliance on the financial projections.
Please explain the
basis for your ability to disclaim responsibility for the information
that you disclose, and
in doing so, please explain what you mean by the phrase "except to the
extent required by
applicable federal securities laws."
Risk Factors, page 47
6. We note that the introductory paragraph to this section includes a
reference to
Kensington's final prospectus filed on February 26, 2021 and
subsequent Form 10-Qs.
Since you are not eligible to incorporate by reference, please remove
these references and
include all material risks in this proxy statement/prospectus.
Many of Wallbox's customers are not under long-term contracts..., page 54
7. Please provide an approximate percentage of the number of customers
that have long-term
commitments versus how many have contracts that are one to three years
in duration.
Holdco may redeem your unexpired Holdco Warrants..., page 80
8. Quantify the value of warrants, based on recent trading prices, that
may be retained by
redeeming stockholders assuming maximum redemptions and identify any
material
resulting risks.
Risks Related to the Business Combination, page 89
9. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
10. Disclose the material risks to unaffiliated investors presented by
taking the company
public through a merger rather than an underwritten offering. These
risks could include
the absence of due diligence conducted by an underwriter that would be
subject to liability
Juan Sagales
Wallbox B.V.
August 10, 2021
Page 3
for any material misstatements or omissions in a registration
statement.
If the Business Combination does not qualify as a reorganization..., page 93
11. We note that tax counsel is not providing an opinion regarding whether
the merger will
qualify as a reorganization under Section 368 of the Code. Please
revise your disclosure to
state, if true, that tax counsel is unable to provide an opinion.
Please have counsel revise
the language in Exhibit 8.1 as well.
Ownership of Holdco, page 110
12. Please disclose the sponsor and its affiliates total potential
ownership interest in the
combined company, assuming exercise and conversion of all securities.
Background of the Business Combination, page 111
13. We note your disclosure on page 112 that Barclays and Drake Star
Partners acted as
financial advisors to Wallbox and your disclosure on page 113 that UBS
and Barclays
were engaged as financial advisors to Kensington. Please revise your
disclosure to provide
additional detail regarding the role that these third-parties played
in the proposed
transaction. Please clarify whether the financial advisors delivered
any reports to the
boards that were materially related to the transaction.
14. We note your disclosure on page 112 that Kensington contacted
companies that it believed
could be publicly-traded and received feedback on 86 of them. Please
revise to explain the
extent to which it engaged in discussions with any of the other
companies it contacted.
15. Please add specific information with respect to the transaction terms
proposed at each
stage of negotiation. In your revised disclosure, please explain the
reasons for the terms,
each party's position on the issues, and how you reached agreement on
the final terms.
Redemption Rights, page 116
16. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
17. It appears that underwriting fees remain constant and are not adjusted
based on
FirstName LastNameJuan Sagales
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
Comapany NameWallbox
percentage basis forB.V.
shares at each redemption level presented in your
sensitivity analysis
Augustrelated to dilution.
10, 2021 Page 3
FirstName LastName
Juan Sagales
FirstName LastNameJuan Sagales
Wallbox B.V.
Comapany
August 10, NameWallbox
2021 B.V.
August
Page 4 10, 2021 Page 4
FirstName LastName
Unaudited Pro Forma Condensed Combined Financial Information
Unaudited Pro Forma Condensed Combined Statement of Financial Position, page
169
18. Please revise your balance sheets as of December 31, 2020 to show the
number of shares
authorized, issued and outstanding on a historical and pro forma
basis.
19. On page 26, you indicate that Kensington should have at least $250
million in the
aggregate in (A) its Trust Account (after giving effect to the
Kensington Stockholder
Redemption) plus (B) cash proceeds received in connection with the
PIPE, excluding
payments in respect of certain transaction expenses. Given the
disclosure that there is a
minimum consolidated cash balance requirement of $250 million, please
clarify why the
pro forma balance of cash and cash equivalents under Scenario 2
appears to be less than
that requirement.
Unaudited Pro Forma Condensed Combined Statement of Profit or Loss For the Year
Ended
December 31, 2020, page 171
20. In regard to the income tax expense recorded during period ended
December 31, 2020, we
note you have not included any pro forma adjustments related to income
taxes. Given the
changes in operating expenses and finance costs under each redemption
scenario, please
clarify how you determined no pro forma adjustments related to income
taxes are
necessary.
Customers and Strategic Partnerships, page 186
21. Please file the non-binding letter of intent with Iberdrola as an
exhibit to the proxy
statement/prospectus and describe the material terms of the agreement.
Liquidity and Capital Resources, page 203
22. On page 74, you indicate that you are a holding company with no
operations of your own
and, as such, you depend on your subsidiaries for cash to fund your
operations and
expenses, including future dividend payments, if any. To the extent
applicable, please
revise your financial statements to provide the disclosures required
by Rule 4-08(e) of
Regulation S-X. Please also tell us what consideration you gave to the
need for parent
only financial statements under Rules 5-04 and 12-04 of Regulation
S-X.
Critical Accounting Policies and Estimates, page 205
23. We note your critical accounting policy disclosures related to revenue
recognition,
impairment of non-current assets (including Goodwill), business
combinations (including
put option liabilities), and share based payment appear to repeat the
disclosures in your
summary of significant accounting policies footnote. Please be advised
these disclosures
are meant to provide investors greater insight into the quality and
variability of
information regarding your financial condition and operating
performance. While
accounting policy notes in financial statements generally describe the
methods used to
Juan Sagales
FirstName LastNameJuan Sagales
Wallbox B.V.
Comapany
August 10, NameWallbox
2021 B.V.
August
Page 5 10, 2021 Page 5
FirstName LastName
apply an accounting principle, the discussion in MD&A should present a
company's
analysis of the uncertainties involved in applying a principle at a
given time or the
variability that is reasonably likely to result from application over
time. For example,
please expand your disclosures to quantify and discuss the impact of
your estimates
related to enforceable rights, material rights, variable
considerations, cash flow
assumptions used for goodwill impairment and fair value of your
business combinations,
and assumptions and estimates used to value put option liabilities and
stock-based
compensation and to address how management estimated the amounts,
including
management's accuracy of prior estimates relative to actual
experience, where applicable.
Anti-Dilution Adjustments, page 252
24. We understand the sponsor will receive additional securities pursuant
to an antidilution
adjustment based on the company s additional financing activities.
Please quantify the
number and value of securities the sponsor will receive. In addition,
disclose the
ownership percentages in the company before and after the additional
financing to
highlight dilution to public stockholders.
Beneficial Ownership of Holdco Securities, page 283
25. Please revise your disclosure in this section to more prominently
address the dual class
structure of the Holdco shares and the voting control of the Class B
shareholders.
Financial Statements
6. Business Combination, page F-66
26. Please demonstrate to us how you determined that no additional
financial statements are
required under Rule 3-05 of Regulation S-X related to your
acquisitions during the year
ended December 31, 2020.
Exhibit Index, page II-2
27. You have included a symbol indicating that information has been
excluded from certain
exhibits. Please identify the exhibits from which you have excluded
information.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Juan Sagales
Wallbox B.V.
August 10, 2021
Page 6
You may contact Ernest Greene at 202-551-3733 or John Cash at
202-551-3768 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Erin Purnell at 202-551-3454 or Anne Parker at 202-551-3611 with any
other questions.
FirstName LastNameJuan Sagales Sincerely,
Comapany NameWallbox B.V.
Division of
Corporation Finance
August 10, 2021 Page 6 Office of
Manufacturing
FirstName LastName