Energy Vault Holdings, Inc. Form 8-K Filing

On December 16, 2025, Energy Vault Holdings, Inc. (the "Company") completed a subsequent closing of a Securities Purchase Agreement entered into on September 22, 2025. The Company issued an additional $20.0 million in aggregate principal amount of senior unsecured convertible debentures (the "Debentures") to YA II PN, Ltd. (the "Investor"). The proceeds will be used for general corporate working capital and to support storage project development, construction, and growth initiatives. The Debentures, with a maturity date of March 22, 2027, carry a 7% annual interest rate (18% during an uncured event of default) and are convertible at a price of $7.53 per share. The Company must satisfy scheduled principal and interest installments starting January 26, 2026. Installment payments can be made in cash, converted to equity at the Investor's option, or a combination thereof. Specific terms address conversion price floors, exchange caps, and amortization events that can increase installment amounts. The Company may redeem Debentures under certain conditions, including a 110% premium in case of a change of control. These Debentures were issued in a private placement under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D.