United States securities and exchange commission logo
March 30, 2022
Robert Piconi
Chief Executive Officer
Energy Vault Holdings, Inc.
4360 Park Terrace Drive Suite 100
Westlake Village, California 93161
Re: Energy Vault
Holdings, Inc.
Amendment No. 1 to
Registration Statement on Form S-1
Filed on March 8,
2022
File No. 333-262720
Dear Mr. Piconi:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-1
General
1. Revise your prospectus
to disclose the price that each selling securityholder paid for the
securities or warrants
being registered for resale. Highlight any differences in the current
trading price, the
prices that the Sponsor, PIPE investors, and other selling
securityholders
acquired their shares and warrants, and the price that the public
securityholders
acquired their shares and warrants. Disclose that, should the value of your
common stock fall below
$10.00 per share, the Sponsor and other selling securityholders
may still experience a
positive rate of return while your public securityholders may not
experience a similar
rate of return. Please also disclose the potential profit the selling
securityholders will
earn based on the current trading price. Lastly, please include
appropriate risk factor
disclosure.
Robert Piconi
Energy Vault Holdings, Inc.
March 30, 2022
Page 2
2. Please revise to update your disclosure throughout the filing and
address areas that appear
to need updating or that present inconsistencies. Non-exclusive
examples of areas where
disclosure should be updated are as follows:
Your disclosure on pages 9 and 10 reflects the year ended December
31, 2020.
Please update your disclosure in Risk Factors and throughout the
filing to reflect the
year ended December 31, 2021.
Your disclosure in Description of Securities on page 88 and in
Beneficial Ownership
of Securities on page 97 is as of February 11, 2022. Please
update your disclosure to
be as of the most recent practicable date.
Cover Page
3. For each of the securities and warrants being registered for resale,
disclose the price that
the selling securityholders paid for such securities and warrants.
4. Disclose the exercise price of the warrants compared to the market
price of the underlying
securities. If the warrants are out the money, please disclose the
likelihood that warrant
holders will not exercise their warrants. Provide similar disclosure
in the prospectus
summary, risk factors, MD&A and use of proceeds sections and disclose
that cash
proceeds associated with the exercises of the warrants are dependent
on the stock price.
As applicable, describe the impact on your liquidity and update the
discussion on the
ability of your company to fund your operations on a prospective basis
with your current
cash on hand.
5. We note the significant number of redemptions of your common stock in
connection with
your business combination and that the shares being registered for
resale will constitute a
considerable percentage of your public float. We also note that most
of the shares being
registered for resale were purchased by the selling securityholders
for prices considerably
below the current market price of the common stock. Highlight the
significant negative
impact sales of shares on this registration statement could have on
the public trading price
of the common stock.
Risk Factors, page 9
6. Include an additional risk factor highlighting the negative pressure
potential sales of
shares pursuant to this registration statement could have on the public
trading price of
your common stock. To illustrate this risk, disclose the purchase price
of the securities
being registered for resale and the percentage that these shares
currently represent of the
total number of shares outstanding. Also disclose that even if the price
of your common
FirstName LastNameRobert Piconi
stock falls below the SPAC IPO price, the private investors have an
incentive to sell
Comapany NameEnergy
because Vault
they will still Holdings,
profit Inc.
on sales because of the lower price that
they purchased their
shares than the
March 30, 2022 Page 2 public investors.
FirstName LastName
Robert Piconi
FirstName LastNameRobert
Energy Vault Holdings, Inc. Piconi
Comapany
March NameEnergy Vault Holdings, Inc.
30, 2022
March3 30, 2022 Page 3
Page
FirstName LastName
Business, page 63
7. In light of the significant number of redemptions and the possibility
that the company may
not receive significant proceeds from exercises of the warrants if
there is a disparity
between the exercise price of the warrants and the trading price of
the common stock,
expand your discussion of capital resources to address any changes in
the company s
liquidity position since the business combination. If the company is
likely to have to seek
additional capital, discuss the effect of this offering on the company
s ability to raise
additional capital.
8. Please expand your discussion here to reflect the fact that this
offering involves the
potential sale of a substantial portion of shares for resale and
discuss how such sales could
impact the market price of the company s common stock. Your
discussion should
highlight the fact that the Energy Vault Inc. Securityholders
identified on page
100, beneficial owners of more than 45% of your outstanding shares,
will be able to sell
all of their shares for so long as the registration statement of which
this prospectus forms a
part is available for use.
9. Please disclose whether you entered into any forward purchase or other
agreements that
provide certain investors with the right to sell back shares to the
company at a fixed price
for a given period after the closing date of the business combination.
If so, please revise
to discuss the risks that these agreements may pose to other holders
if you are required to
buy back the shares of your common stock as described therein. For
example, discuss
how such forced purchases would impact the cash you have available for
other purposes
and to execute your business strategy.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Bradley Ecker at (202) 551-4985 or Erin Purnell at (202)
551-3454 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing