Energy Vault Holdings Inc美股招股说明书(2025-12-16版)

Up to 33,251,333 shares of Common Stock Offered by the Selling StockholderIssuable Upon Conversion of Obligations Under Convertible Debentures This prospectus relates to the resale or other disposition from time to time by YA II PN, Ltd. (the “Selling Stockholder”), of up to anaggregate of 33,251,333 shares of common stock, par value $0.0001 per share (“common stock”), of Energy Vault Holdings, Inc. (the“Company,” “we,” “our” or “us”). We entered into that certain securities purchase agreement (the “Purchase Agreement”) pursuant to which we agreed to issue and sell upto $50.0million in aggregate principal amount of senior unsecured convertible debentures (the “Convertible Debentures”) to the SellingStockholder in multiple tranches. The initial $30.0million tranche was funded on September22, 2025 (the “Closing Date”), and upon thesatisfaction of certain conditions, we may issue an additional $20.0million in Convertible Debentures to the Selling Stockholder. TheConvertible Debenture matures 18months following the Closing Date. Beginning on the 65th day after the Closing Date and monthlythereafter (each, a “Payment Date”), the Company must satisfy scheduled installments consisting of principal and accrued interest. For eachsuch payment, the Company may (i)pay cash plus a payment premium equal to 7% of the principal portion paid (the “Payment Premium”),(ii)elect to allow the Selling Stockholder to convert the unpaid installment at a price equal to the lower of (A)a fixed price equal to 150% ofthe VWAP on the last trading day prior to the issuance of such Convertible Debenture (the “Fixed Price”) or (B)97% of the lowest dailyvolume weighted average price during the four trading days prior to conversion, but which price shall not be lower than $0.60 per share (the“Floor Price”) or (iii)through a combination of cash and conversion. We are registering these shares of common stock for resale by the Selling Stockholder pursuant to the registration rights granted to theSelling Stockholder under that certain registration rights agreement we entered into with the Selling Stockholder, dated as of September22,2025 (the “Registration Rights Agreement”). We will not receive any of the proceeds from the sale of common stock by the Selling Stockholder. Pursuant to the Registration RightsAgreement, we will pay certain expenses, other than underwriting discounts and commissions, associated with the sale of common stock bythe Selling Stockholder pursuant to this prospectus. Our registration of the common stock covered by this prospectus does not mean that theSelling Stockholder will offer or sell any of the common stock. The Selling Stockholder may offer all or part of the securities for resale fromtime to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Selling Stockholdermay sell these securities through ordinary brokerage transactions, directly to market makers of our shares or through any other meansdescribed in the section entitled “Plan of Distribution” herein. In connection with any sales of common stock offered hereunder, the SellingStockholder, any underwriters, agents, brokers or dealers participating in such sales may be deemed to be “underwriters” within the meaningof the Securities Act of 1933, as amended (the “Securities Act”). This prospectus provides you with a general description of the shares of common stock offered hereby and the general manner in whichthe Selling Stockholder, upon conversion of obligations under the Convertible Debentures, may offer such securities. More specific terms ofany securities that the Selling Stockholder offer may be provided in a prospectus supplement, if required, that describes, among other things,the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, updateor change information contained in this prospectus. Our headquarters are located at 4165 East Thousand Oaks Blvd., Suite 100, Westlake Village, California 91362. Our common stock isquoted under the symbol “NRGV” on The New York Stock Exchange (“NYSE”). On December 8, 2025, the closing price of our commonstock on the NYSE was $4.36 per share. We will provide information in the related prospectus supplement for the trading market, if any, forany other securities that may be offered. Prior to making a decision about investing in our Securities, you should consider carefully any risk factors contained in a prospectussupplement, as well as the risk factors set forth in our most recently filed Annual Report on Form 10-K and Quarterly Report on Form10-Q, andother filings we may make from time to time with the Securities and Exchange Commission. See “Risk Factors” on page5. We are an “emerging growth company” and a “smaller reporting company” under applicable federal securities laws and therefore subject toreduced public company reporting requirements. See “Our Business — Implica