8-K
Energy Vault Holdings, Inc. (NRGV)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 2025
Energy Vault Holdings, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39982 | 85-3230987 |
|---|---|---|
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (IRS Employer<br>Identification No.) |
| 4165 East Thousand Oaks Blvd., Suite 100<br><br>Westlake Village, California | 91362 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (805) 852-0000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | NRGV | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
On June 4, 2025, Energy Vault Holdings, Inc. (the “Company”) issued a press release announcing the signing of an agreement with Jupiter Power (“Jupiter”) for the supply of an additional battery energy storage system at a Jupiter site in the Electric Reliability Council of Texas region. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated herein by reference.
The Company filed a prospectus supplement (the “Prospectus Supplement”) with the Securities and Exchange Commission (the “SEC”) on May 30, 2025 to the Company’s effective shelf registration statement on Form S-3/A (File No, 333-273089) (the “Registration Statement”), filed with the SEC on July 14, 2023 and declared effective on July 20, 2023. The Prospectus Supplement relates to the sale of shares under the Company’s previously reported equity purchase agreement (the “Equity Purchase Agreement”) with Hudson Global Ventures, LLC. A description of the Equity Purchase Agreement is included in the Company’s quarterly report for the quarter ended March 31, 2025, filed with the SEC on May 13, 2025 and a copy of the Equity Purchase Agreement is filed as an exhibit to that quarterly report.
In connection with the Prospectus Supplement, the legal opinion of Latham & Watkins LLP relating to the Shares being sold pursuant to the Equity Purchase Agreement, is filed as Exhibit 5.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| Exhibit<br>No. | Description |
|---|---|
| 5.1 | Opinion of Latham & Watkins LLP |
| 23.1 | Consent of Latham & Watkins LLP (included in Exhibit 5.1) |
| 99.1 | Press Release dated as of June 4, 2025 |
| 104 | Cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ENERGY VAULT HOLDINGS, INC. | ||
|---|---|---|
| Date: June 4, 2025 | By: | /s/ Brad Eastman |
| Name: Brad Eastman | ||
| Chief Legal Officer |
nrgveloc-lwexhibit51opin
300 Colorado Street, Suite 2400 Austin, TX 78701 Tel: +1.737.910.7300 Fax: +1.737.910.7301 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid June 4, 2025 4165 East Thousand Oaks Blvd. Suite 100 Westlake Village, CA 91362 Re: Registration No. 333-273089 To the addressees set forth above: We have acted as special counsel to Energy Vault Holdings, Inc., a Delaware corporation (the “Company”), in connection with that certain Equity Purchase Agreement, dated as of March 31, 2025 (as amended, supplemented or otherwise modified, the “Purchase Agreement”), by and between the Company and Hudson Global Ventures, LLC (the “Investor”), including the issuance of (i) 452,000 shares (the “Commitment Shares”) of Common Stock, par value $0.0001 per share, of the Company (the “Common Stock”) that were issued to the Investor by the Company as consideration for the Investor’s commitment to purchase shares of Common Stock pursuant to the Purchase Agreement and (ii) up to $25,000,000 worth of shares of Common Stock (the “Put Shares” and, together with the Commitment Shares, the “Shares”) that may be issued and sold to the Investor from time to time by the Company in connection with the Purchase Agreement pursuant to (i) a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on June 30, 2023 (Registration No. 333-273089) (as so filed and as amended, the “Registration Statement”), (ii) a base prospectus, dated June 30, 2023, included in the Registration Statement (the “Base Prospectus”), and (iii) a prospectus supplement, dated May 30, 2025, filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus, other than as expressly stated herein with respect to the issuance of the Shares. As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect to any other laws. Exhibit 5.1
June 4, 2025 Page 2 Subject to the foregoing and the other matters set forth herein, it is our opinion that, upon the completion of all Corporate Proceedings (as defined below) relating to any Shares, when such Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and have been issued by the Company against payment therefor (not less than par value) in accordance with the Corporate Proceedings and in the circumstances contemplated by the Purchase Agreement, the issuance and sale of such Shares by the Company will have been duly authorized by all necessary corporate action of the Company, and such Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that (i) the Company complied or will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL, (ii) upon the issuance of any of the Shares, the total number of shares of Common Stock issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under its certificate of incorporation and (iii) certain terms of the Shares to be issued by the Company from time to time will be authorized and approved by the board of directors of the Company (the “Board”) and/or one or more committees thereof established by the Board with the authority to issue and sell Shares pursuant to the Purchase Agreement in accordance with the DGCL, the Company’s certificate of incorporation, the Company’s bylaws and certain resolutions of the Board and/or one or more committees thereof (with such approvals referred to herein as the “Corporate Proceedings”) prior to issuance thereof. This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated June 4, 2025 and to the reference to our firm contained in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. Sincerely, /s/ Latham & Watkins LLP
Document
Exhibit 99.1
Energy Vault, Jupiter Power Announce Agreement for Additional 100 MW/200 MWh Battery Energy Storage System
Building on a successful 2024 deployment, the new 100 MW/200 MWh BESS will enhance grid resiliency in the ERCOT region using Energy Vault’s B-VAULT™ and VaultOS™ platform
WESTLAKE VILLAGE, Calif. & AUSTIN, Texas – June 4, 2025 – Energy Vault Holdings Inc. (NYSE: NRGV) ("Energy Vault" or the “Company”), a leader in sustainable, grid-scale energy storage solutions, and Jupiter Power (“Jupiter”), a leading developer and operator of utility-scale battery energy storage projects in the United States, today announced the signing of an agreement for the supply of an additional battery energy storage system (BESS) at a Jupiter site in the Electric Reliability Council of Texas (ERCOT) region. Today’s announcement follows the July 2024 completion of an initial 100 MW/200 MWh BESS.
This new BESS will add 100 MW/200 MWh of critical dispatchable capacity to the ERCOT grid, further advancing grid resiliency. Construction of the project is underway, with commercial operations expected to commence by the end of this summer.
The BESS system will be built with the Energy Vault’s proprietary X-Vault integration platform using Energy Vault’s proprietary UL9540 certified B-VAULT product, and VaultOS Energy Management System to control, manage and optimize the BESS operations. Energy Vault’s innovative system architecture provides customer optionality with both battery and inverter suppliers, while unique AC-coupled and DC-coupled configurations provide the drop-in flexibility needed for any project.
"As one of the largest battery storage developers and operators in the U.S., we look for partners who can keep pace with our ambition and scale. With more than 2,500 MWh in operation or construction, we’re excited to continue building with Energy Vault at this critical site and appreciate their ability to deliver solutions tailored to our needs,” said Michael Geier, Chief Technology Officer, Jupiter Power.
“Today’s expansion of our partnership with Jupiter Power stands as a testament to the strength of our team’s collaborative approach to delivering reliable, safe, and efficient energy storage solutions to customers,” said Marco Terruzzin, Chief Commercial and Product Officer, Energy Vault. “Jupiter’s BESS projects portfolio has reached a critical mass in ERCOT and we’re proud to continue serving as a partner to Jupiter Power in the ultimate endeavor to decarbonize the grid in an economically effective fashion.”
Today’s announcement serves as yet another milestone in the ongoing partnership between Energy Vault and Jupiter Power, which began in 2022 with the announcement of an agreement to secure 2.4 GWh of supply chain equipment and services that will be integrated and delivered through Energy Vault's hardware and software management platform in Jupiter Power's battery energy storage projects. To date, Energy Vault’s B-VAULT portfolio consists of more than 2 GWh in total projects either deployed or currently in development.
About Energy Vault
Energy Vault® develops, deploys and operates utility-scale energy storage solutions designed to transform the world's approach to sustainable energy storage. The Company's comprehensive offerings include proprietary battery, gravity and green hydrogen energy storage technologies supporting a variety of customer use cases delivering safe and reliable energy system dispatching and optimization. Each storage solution is supported by the Company’s technology-agnostic energy management system software and integration platform. Unique to the industry, Energy Vault’s innovative technology portfolio delivers customized short, long and multi-day/ultra-long duration energy storage solutions to help utilities, independent power producers, and large industrial energy users significantly reduce levelized energy costs while maintaining power reliability. Please visit www.energyvault.com for more information.
About Jupiter Power
Jupiter Power is a leading energy storage infrastructure platform with extensive capabilities in trading, analytics, development, finance, operations and construction. The company is developing approximately 12,000 MW of
utility-scale energy storage projects from California to Maine. Jupiter Power is headquartered in Austin, Texas, with offices in Houston and Chicago. For more information on Jupiter Power LLC, please visit our X, LinkedIn or Facebook pages or visit www.jupiterpower.io.
Forward-Looking Statements
This press release includes forward-looking statements that reflect the Company’s current views with respect to, among other things, the Company’s operations and financial performance. Forward-looking statements include information concerning possible or assumed future results of operations, including descriptions of our business plan and strategies. These statements often include words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “project,” “forecast,” “estimates,” “targets,” “projections,” “should,” “could,” “would,” “may,” “might,” “will” and other similar expressions. We base these forward-looking statements or projections on our current expectations, plans, and assumptions, which we have made in light of our experience in our industry, as well as our perceptions of historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances at the time. These forward-looking statements are based on our beliefs, assumptions, and expectations of future performance, taking into account the information currently available to us. These forward-looking statements are only predictions based upon our current expectations and projections about future events. These forward-looking statements involve significant risks and uncertainties that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements, including changes in our strategy, expansion plans, customer opportunities, future operations, future financial position, estimated revenues and losses, projected costs, prospects and plans; the uncertainly of our awards, bookings and backlogs equating to future revenue; the lack of assurance that non-binding letters of intent and other indication of interest can result in binding orders or sales; the possibility of our products to be or alleged to be defective or experience other failures; the implementation, market acceptance and success of our business model and growth strategy; our ability to develop and maintain our brand and reputation; developments and projections relating to our business, our competitors, and industry; the ability of our suppliers to deliver necessary components or raw materials for construction of our energy storage systems in a timely manner; the impact of health epidemics, on our business and the actions we may take in response thereto; our expectations regarding our ability to obtain and maintain intellectual property protection and not infringe on the rights of others; expectations regarding the time during which we will be an emerging growth company under the JOBS Act; our future capital requirements and sources and uses of cash; the international nature of our operations and the impact of war or other hostilities on our business and global markets; our ability to obtain funding for our operations and future growth; our business, expansion plans and opportunities and other important factors discussed under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on March 12, 2024, as such factors may be updated from time to time in its other filings with the SEC, accessible on the SEC’s website at www.sec.gov. New risks emerge from time to time, and it is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Any forward-looking statement made by us in this press release speaks only as of the date of this press release and is expressly qualified in its entirety by the cautionary statements included in this press release. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable laws. You should not place undue reliance on our forward-looking statements.
Energy Vault Contacts
Investors
energyvaultIR@icrinc.com
Media
media@energyvault.com
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