Energy Vault Holdings, Inc. 8-K

What Happened Energy Vault Holdings, Inc. filed an 8-K (Jan 2, 2026) announcing an amendment dated December 30, 2025 to its Securities Purchase Agreement with YA II PN, Ltd., under which the company agreed to issue an additional $15.0 million of senior unsecured convertible debentures (the “Third Closing”). The company previously issued $30.0 million on September 22, 2025 and $20.0 million on December 16, 2025 to the same investor. Proceeds are intended for general working capital and to support energy storage project development, construction and related growth initiatives.

Key Details

• Third tranche: $15.0 million principal issued at 98% of principal; debentures mature August 30, 2027 and bear 7% annual interest (18% during an uncured event of default).
• Conversion terms: Fixed conversion price $7.41/share (150% of Bloomberg VWAP on Dec 29, 2025). Installment conversions may use the Fixed Price or 97% of the lowest daily VWAP in the four trading days prior, subject to a Floor Price (greater of 20% of pre-closing VWAP or $0.60/share).
• Repayment mechanics: Monthly installments start Jan 26, 2026 (approximately $0.5M principal per $10M original principal per payment date). Company may pay cash plus a 4% payment premium, convert installments, or use a mix; certain “Amortization Events” increase required monthly installments (to the greater of scheduled amount or 20% of outstanding principal) and raise the payment premium to 10%.
• Conversion caps and protections: Investor cannot convert to exceed 19.99% of outstanding common stock without shareholder approval and cannot beneficially own over 4.99%. Registration rights require filing a resale registration statement within 10 business days of closing and using commercially reasonable efforts to obtain effectiveness within ~30 days. ATM equity program is suspended until third tranche is repaid.

Why It Matters This amendment provides Energy Vault with near-term liquidity targeted at operations and project development, but it also creates potential dilution and repayment obligations that investors should watch. Monthly installment mechanics, conversion features and caps limit immediate large block conversions but could lead to share issuance if the company elects conversion or cannot make cash payments. The agreement also restricts use of the company’s at-the-market equity program and places covenants on additional indebtedness, which could affect future financing flexibility. The debentures were sold in a private placement to an accredited investor and shares issuable on conversion require registration for resale.