Energy Vault Holdings Inc美股招股说明书(2026-01-16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 toan aggregate 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”). On September22, 2025, we entered into a securities purchase agreement with the Selling Stockholder (the “PurchaseAgreement”) pursuant to which we agreed to issue and sell up to $50.0million in aggregate principal amount of senior unsecuredconvertible debentures (“Debentures”) to the Selling Stockholder in multiple tranches. The initial $30.0million tranche (the “FirstTranche”) was funded on September22, 2025 (the “Initial Closing Date”), and an additional $20.0million tranche (the “SecondTranche”) was funded on December16, 2025. The First Tranche and the Second Tranche mature on March22, 2027. On December30, 2025, the Company and the Selling Stockholder entered into an amendment to the Purchase Agreement (the“Amendment”), pursuant to which the Company agreed to issue and sell an additional $15.0million of Debentures to the SellingStockholder (the “Third Tranche,” collectively with the First Tranche and the Second Tranche, the “Convertible Debentures”). TheThird Tranche will mature on August30, 2027. Beginning on November26, 2025, with respect to the First Tranche, and on January26, 2026, with respect to the Second Trancheand the Third Tranche, and monthly thereafter (each, a “Payment Date”), the Company must satisfy scheduled installments consistingof principal and accrued interest. For each such payment, the Company may (i)pay cash plus a payment premium equal to 7% of theprincipal portion paid in the case of the First Tranche and the Second Tranche and 4% of the principal portion paid in the case of theThird Tranche (the “Payment Premium”), (ii)elect to allow the Selling Stockholder to convert the unpaid installment at a price equal tothe lower of (A)$4.50 per share in the case of the First Tranche, $7.53 per share in the case of the Second Tranche and $7.41 per sharein the case of the Third Tranche (the “Fixed Price”) or (B)97% of the lowest daily volume weighted average price during the fourtrading days prior to conversion, but which price shall not be lower than $0.60 per share (the “Floor Price”) or (iii)through acombination of cash and conversion. We are registering these shares of common stock for resale by the Selling Stockholder pursuant to the registration rights grantedto the Selling Stockholder under that certain registration rights agreement we entered into with the Selling Stockholder, dated as ofSeptember22, 2025 and as amended and restated on December30, 2025. We will not receive any of the proceeds from the sale of common stock by the Selling Stockholder. Pursuant to the RegistrationRights Agreement, we will pay certain expenses, other than underwriting discounts and commissions, associated with the sale ofcommon stock by the Selling Stockholder pursuant to this prospectus. Our registration of the common stock covered by this prospectusdoes not mean that the Selling Stockholder will offer or sell any of the common stock. The Selling Stockholder may offer all or part ofthe securities for resale from time to time through public or private transactions, at either prevailing market prices or at privatelynegotiated prices. The Selling Stockholder may sell these securities through ordinary brokerage transactions, directly to market makersof our shares or through any other means described in the section entitled “Plan of Distribution” herein. In connection with any sales ofcommon stock offered hereunder, the Selling Stockholder, any underwriters, agents, brokers or dealers participating in such sales maybe deemed to be “underwriters” within the meaning of 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 inwhich the Selling Stockholder, upon conversion of obligations under the Convertible Debentures, may offer such securities. Morespecific terms of any securities that the Selling Stockholder offer may be provided in a prospectus supplement, if required, thatdescribes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. Theprospectus supplement may also add, update or change information contained in this prospectus. Our headquarters are located at 4165 East Thousand Oaks Blvd., Suite 100, Westlake Village, California 91362. Our commonstock is quoted under the symbol “NRGV” on The New York Stock Exchange (“NYSE”). On January7, 2026, the closing price of ourcommon stock on the NYSE was $5.43 per share. We will provide information in the related prospectus suppleme