Energy Vault Holdings, Inc. — Form 8-K Summary
Reporting date: September 18, 2026, with the filing signed September 22, 2026. The report concerns a financing transaction by Development Vault, LLC, an indirect subsidiary of Energy Vault Holdings, Inc. The filing was made under Item 2.03 regarding creation of a direct financial obligation.
Material Financing Terms
- Development Vault entered into an amended and restated financing agreement with S2G Builders Special Opportunities Fund I, LP as administrative and collateral agent, together with the participating lenders.
- The agreement provides a senior secured delayed-draw term loan facility with aggregate commitments of up to $25 million, subject to potential increases at the discretion of the lenders and borrower.
- $18 million was outstanding under the facility as of the effective date.
- Interest consists of 10.0% per annum payable in cash plus 7.0% per annum payable in kind.
- The facility matures on April 16, 2030.
- Proceeds may fund approved battery energy storage project acquisitions, sponsor equity contributions, transaction expenses, site control, development and contractor fees, interconnection deposits, consultants, equipment deposits and other project expenses.
- The obligations are guaranteed by the subsidiary guarantors and secured by a first-priority lien on substantially all assets of the borrower and guarantors, including the borrower’s equity interests.
Prepayments, Covenants and Other Terms
- Voluntary prepayment is permitted with five business days’ prior written notice and is subject to an exit fee.
- Mandatory prepayments may be triggered by customary events, including monetizations, insurance or condemnation proceeds, proceeds from non-permitted indebtedness and voluntary commitment reductions.
- The agreement includes customary project-finance covenants limiting additional indebtedness, liens, asset sales, investments, affiliate transactions and distributions.
- The borrower must provide financial and other reports and maintain required insurance, permits and legal compliance.
Financial Results and Liquidity
This Form 8-K does not report revenue, net income, operating cash flow, margins or comparative-period financial results. It identifies $18 million of borrowings outstanding and up to $25 million of total facility commitments, but does not provide broader cash, liquidity or leverage metrics.
Material Changes Versus Prior Period
The filing text does not provide a clear prior-period comparison. It reports the execution of an amended and restated financing agreement and the resulting facility terms, but does not describe the prior agreement’s terms or quantify changes from that agreement.
Outlook, Risks and Unusual Items
- The financing increases available capital for battery energy storage project development and acquisitions, subject to facility conditions and lender discretion.
- The 17.0% combined stated interest burden comprises cash interest and payment-in-kind interest; the filing does not provide an effective interest-rate calculation or projected financing expense.
- Substantially all assets of the borrower and guarantors are pledged, creating collateral and default-related risks.
- Mandatory prepayment provisions and restrictive covenants may limit financial flexibility.
- Certain schedules and portions of Exhibit 10.1 were omitted or redacted as permitted under SEC rules; the filing text does not provide the omitted details.
Investor Verification Checklist
- Verify the full amended and restated financing agreement, including draw conditions, financial covenants, events of default, exit-fee terms and lender increase rights.
- Confirm the amount and timing of borrowings drawn against the $25 million commitment and the resulting consolidated debt obligations.
- Assess the cash and payment-in-kind interest burden and whether project cash flows are expected to service it.
- Review which battery storage projects may be acquired or funded and the related sponsor equity requirements.
- Check subsequent filings for additional draws, mandatory prepayments, covenant compliance, defaults or changes to the facility.