Business Context and Reporting Period
Company: Energy Vault Holdings, Inc. (NYSE: NRGV)
Filing Type: Form 8-K (Current Report)
Date of Report: October 9, 2025
Reporting Period: Event-based filing regarding a material definitive agreement executed on October 9, 2025.
Energy Vault Holdings, Inc. announced the formation of a joint venture named "Asset Vault" with OIC Structured Equity Fund I, L.P. and its affiliates (collectively "OIC"). The joint venture is dedicated to developing, building, owning, and operating energy storage assets globally.
Key Financial Metrics and Transaction Details
This filing reports on a specific transaction rather than periodic financial performance. Key financial terms include:
- Initial Cash Contribution: $35,000,000 from OIC to Asset Vault (due no later than October 24, 2025).
- Total Capital Commitment: OIC committed to make further contributions up to an aggregate of $300,000,000 upon satisfaction of certain conditions.
- Equity Issuance (Asset Vault):
- OIC received 300,000,000 Series A Preferred Units.
- Energy Vault contributed 1,200,000,000 common units in exchange for equity interests in specific project holdcos (Calistoga, Cross Trails, Stoney Creek) and rights to a future battery energy storage system.
- Warrant Issuance (Parent Company): Energy Vault issued 5,572,108 warrants to OIC to purchase common stock of the parent company.
- Warrant Terms:
- Exercise Price: 1.25x the volume-weighted average price (VWAP) of the five trading days preceding closing.
- Expiration: October 9, 2030.
- Restrictions: Three-year holding period; cashless exercise option available.
- Preferred Unit Economics: Mandatory redemption upon sale of Asset Vault at the greater of:
- Cumulative capital contributions plus accrued preferred distributions (including PIK).
- 1.65x multiple on invested capital OR 12% internal rate of return (IRR).
Note: The filing does not provide revenue, profit, cash flow, or margin data for the Company or the joint venture.
Material Changes and Governance
Asset Contributions: Energy Vault transferred 100% equity interests in Calistoga Resiliency Center Holdco, LLC; Cross Trails Energy Storage Project Holdco, LLC; Energy Vault Stoney Creek HoldCo Pty Ltd; and Energy Vault Stoney Creek Holdings Unit Trust to Asset Vault.
Governance Structure:
- Asset Vault's initial board consists of a maximum of four directors designated by Energy Vault (two general appointees, the "Head of Asset Vault," and one independent director).
- Series A Preferred Units are non-voting but possess specific consent rights regarding the issuance of junior equity, amendments to the Operating Agreement, and sale transactions.
Future Warrant Issuance: Additional warrants will be issued to OIC for future capital contributions:
- For contributions between $35M and $125M: Formula based on 14,308,377 shares scaled by contribution amount.
- For contributions between $125M and $300M: Formula based on 19,900,386 shares scaled by contribution amount.
Guidance, Outlook, and Risks
Management Commentary: The transaction is intended to accelerate the deployment of capital for global energy storage assets. The parties agreed to discuss a management services agreement within 60 days of closing for back-office and financial reporting services.
Risks and Contingencies:
- Forward-Looking Statements: The filing includes projections regarding future revenue, profitability, and capital deployment timelines, which are subject to significant risks.
- Execution Risk: Future funding draws depend on the satisfaction of certain conditions.
- Market and Operational Risks: Risks include supply chain delays, permitting uncertainties, product defects, and the ability to convert non-binding letters of intent into binding orders.
- Regulatory: The warrant issuance is unregistered under the Securities Act of 1933, relying on Section 4(a)(2) exemption.
Investor Verification Checklist
- Verify the closing date and receipt of the initial $35,000,000 contribution by October 24, 2025.
- Review the full text of the Contribution Agreement and Amended and Restated LLC Agreement (expected as exhibits to a subsequent filing) for detailed covenants and conditions precedent.
- Monitor the valuation of the 5,572,108 warrants issued, specifically the VWAP calculation at closing.
- Assess the status of the contributed assets (Calistoga, Cross Trails, Stoney Creek) and their current development stages.
- Track the timeline for the proposed management services agreement between Energy Vault subsidiaries and Asset Vault.