United States securities and exchange commission logo
May 10, 2023
Robert Piconi
Chief Executive Officer
Energy Vault Holdings, Inc.
4360 Park Terrace Drive, Suite 100
Westlake Village, CA 93161
Re: Energy Vault
Holdings, Inc.
Post-Effective
Amendment No. 1 to Form S-1 on Form S-3
Filed May 8, 2023
File No. 333-262720
Dear Robert Piconi:
We have reviewed your post-effective amendment 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.
Post-Effective Amendment No. 1 filed May 8, 2023
Cover Page
1. Please disclose the
methods by which the price for the private warrants will be
determined. Refer to
Instruction 2 to Item 501(b)(3) of Regulation S-K. Disclose whether
there is an established
public trading market for the private warrants or whether you
intend to apply for
listing of the private warrants on any national securities exchange or
recognized trading
system. Revise accordingly references to "market prices" or "at the
market" when describing
the method of determining the price for, or the offering of,
private warrants. Make
appropriate conforming changes to the plan of distribution
section.
Robert Piconi
FirstName LastNameRobert
Energy Vault Holdings, Inc. Piconi
Comapany
May NameEnergy Vault Holdings, Inc.
10, 2023
May 10,
Page 2 2023 Page 2
FirstName LastName
Incorporation by Reference, page iv
2. We note that your Form 10-K incorporates Part III information by
reference to the
definitive proxy statement filed on April 17, 2023. Please revise this
section to
specifically incorporate by reference this proxy statement. Refer to
Item 12 of Form S-3.
We also note references to Forms 8-K filed before fiscal year-end,
which are not required
to be incorporated by reference; please revise or advise.
Exhibits
3. Please request counsel to revise the opinion filed as Exhibit 5.1 to
clearly opine as to the
Warrant Shares on a when-issued basis. In this regard, we note the
various tenses
included in the following paragraph, "The Warrant Shares shall have
been duly registered
on the books of the transfer agent and registrar therefor in the name
or on behalf of the
applicable Warrant holders, and have been issued by the Company upon
exercise of the
Warrants against payment therefor (not less than par value) in the
manner contemplated
by the Registration Statement, the Warrants and the Warrant Agreement.
The issuance of
the Warrant Shares have been duly authorized by all necessary
corporate action of the
Company, and the Warrant Shares are validly issued, fully paid and
nonassessable;"
please reconcile.
4. Please revise your exhibit index to include all exhibits required
pursuant to Item 16 of
Form S-3 and Item 601 of Regulation S-K. Include, without limitation,
the private
warrant agreement and other material agreements, including those filed
with the
underlying Form S-1 and/or incorporated by reference to your Form
10-K.
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.
Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at
202-551-3397 with
any questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Samuel Rettew