Wallbox N : POS AM

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As filed with the U.S. Securities and Exchange Commission on September 28, 2022.

Registration No. 333-260652

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3

TO

FORM F-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Wallbox N.V.

(Exact Name of Registrant as Specified in Its Charter)

The Netherlands	3790		Not Applicable
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification Number)
	Carrer del Foc, 68
	Barcelona, Spain 08038
	Tel: [phone]
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
	Wallbox USA Inc.
	800 W. El Camino Real, Suite 180
	Mountain View, CA 94040
	Tel: [phone]
(Name, address, including zip code, and telephone number, including area code, of agent for service)
	Copies to:
Ryan J. Maierson	Jose Antonio Sànchez	Michel van Agt
Latham & Watkins LLP	Latham & Watkins LLP	Loyens & Loeff
811 Main Street, Suite 3700	Plaza de la Independencia 6	Parnassusweg 300
Houston, TX 77002	Madrid 28001	1081 LC Amsterdam
Tel: [phone]	Spain	The Netherlands
	Tel: [phone]	Tel: [phone]

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act. ☐

• The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further

amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended (the "Securities Act"), or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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EXPLANATORY NOTE

The original registration statement (the "Existing Registration Statement") of Wallbox N.V. ("Wallbox") on Form F-1 (File No. 333-260652) declared effective by the Securities and Exchange Commission (the "SEC") on November 12, 2021, to which this Registration Statement is Post- Effective Amendment No. 3 (this "Registration Statement"), covered (i) 23,250,793 Class A Shares issuable upon conversion of our 23,250,793 outstanding Class B ordinary shares, nominal value of €1.20 per share ("Class B Shares"), (ii) 8,933,333 Class A Shares issuable upon the exercise of 8,933,333 warrants (the "Private Warrants") originally issued by Kensington in a private placement transaction in connection with the initial public offering ("IPO") of Kensington Capital Acquisition Corp. II, a Delaware corporation ("Kensington"), or upon conversion of certain working capital loans and which were assumed by the Company at the closing of the Business Combination (as defined below) and converted into warrants to purchase Class A Shares of the Company at an exercise price of $11.50 per Class A Share, (iii) up to 5,750,000 Class A Shares that are issuable upon the exercise of 5,750,000 warrants (the "Public Warrants" and, together with the Private Warrants, the "Warrants") originally issued to public shareholders of Kensington in its IPO, and which were assumed by the Company at the closing of the Business Combination and converted into warrants to purchase Class A Shares of the Company at an exercise price of $11.50 per Class A Share, (iv) 112,528,437 Class A Shares that were issued on completion of the Business Combination, (v) 11,100,000 Class A Shares issued to certain securityholders in connection with the closing of a private placement offering concurrent with the closing of the Business Combination (the "PIPE Shares") and (vi) up to 8,933,333 Private Warrants. This Post-Effective Amendment No. 3 to the Registration Statement is being filed pursuant to the undertakings in Item 9 of the Existing Registration Statement to update the information in the Registration Statement to reflect Wallbox's results for the six months ended June 30, 2022 and amends and restates the information contained in the Existing Registration Statement (and all amendments thereto) under the headings contained herein.

All filing fees payable in connection with the registration of the shares of common stock and the Warrants covered by this Registration Statement were paid by the Registrant at the time of the initial filing of the Existing Registration Statement. No additional securities are registered hereby.

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling securityholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated September 28, 2022

PRELIMINARY PROSPECTUS

Wallbox N.V.

Up to 84,868,258 Class A Shares

Up to 14,142,813 Class A Shares Issuable Upon Exercise of Warrants

This prospectus relates to the issuance by us of an aggregate of up to 37,393,606 of our Class A ordinary shares, nominal value of €0.12 per share ("Class A Shares") of the registrant Wallbox N.V., a Dutch public limited liability company (naamloze vennootschap) (the "Company"), which consists of up to (i) 23,250,793 Class A Shares issuable upon conversion of our 23,250,793 outstanding Class B ordinary shares, nominal value of €1.20 per share ("Class B Shares"), (ii) 8,705,833 Class A Shares issuable upon the exercise of 8,705,833 warrants (the "Private Warrants") originally issued by Kensington in a private placement transaction in connection with the initial public offering ("IPO") of Kensington Capital Acquisition Corp. II, a Delaware corporation ("Kensington"), or upon conversion of certain working capital loans and which were assumed by the Company at the closing of the Business Combination (as defined below) and converted into warrants to purchase Class A Shares of the Company at an exercise price of $11.50 per Class A Share and (iii) up to 5,436,980 Class A Shares that are issuable upon the exercise of 5,436,980 warrants (the "Public Warrants" and, together with the Private Warrants, the "Warrants") originally issued to public shareholders of Kensington in its IPO, and which were assumed by the Company at the closing of the Business Combination and converted into warrants to purchase Class A Shares of the Company at an exercise price of $11.50 per Class A Share.

This prospectus also relates to the offer and sale from time to time by the selling securityholders or their permitted transferees (collectively, the "selling securityholders") of up to 84,868,258 of our Class A Shares, consisting of up to (i) 61,417,465 Class A Shares that were issued on completion of the Business Combination, (ii) 200,000 Class A Shares issued to certain securityholders in connection with the closing of a private placement offering concurrent with the closing of the Business Combination (the "PIPE Shares"), and (iii) 23,250,793 Class A Shares issuable upon conversion of our outstanding Class B Shares. This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions.

This prospectus provides you with a general description of such securities and the general manner in which the selling securityholders may offer or sell the securities. More specific terms of any securities that the selling securityholders may offer or sell may be provided in a prospectus supplement that describes, among other things, the specific amounts and prices of the securities being offered and the terms of the offering. The prospectus supplement may also add, update or change information contained in this prospectus.

All of the Class A Shares offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any proceeds from the sale of Class A Shares by the selling securityholders or the issuance of Class A Shares by us pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Warrants. However, we will pay the expenses, other than any underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus.

We are registering the securities described above for resale pursuant to, among other things, the selling securityholders' registration rights under certain agreements between us and the selling securityholders. Our registration of the securities covered by this prospectus does not mean that either we or the selling securityholders will issue, offer or sell, as applicable, any of the securities. The selling securityholders may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling securityholders may sell the Class A Shares in the section entitled "Plan of Distribution."

The selling securityholders may sell the Class A ordinary shares directly or alternatively through underwriters, broker-dealers or agents it selects. These transactions may include block transactions or crosses (transactions in which the same broker acts as an agent on both sides of the trade). If the selling securityholders use an underwriter or underwriters for any offering, except to the extent otherwise set forth in a prospectus supplement, the applicable selling securityholders will agree in an underwriting agreement to sell to the underwriter(s), and the underwriter(s) will agree to purchase from such selling securityholders, the number of Class A ordinary shares set forth in the prospectus supplement for such offering. Any such underwriter(s) may offer the Class A ordinary shares from time to time for sale in one or more transactions on the New York Stock Exchange ("NYSE"), in the over-the-counter market, through negotiated transactions or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices. The underwriter(s) may also propose initially to offer the Class A ordinary shares to the public at a fixed public offering price set forth on the cover page of the prospectus supplement. If the applicable selling securityholders use underwriters, broker-dealers or agents to sell the Class A ordinary shares, we will name them and describe their compensation in a prospectus supplement. For more information regarding the sales of Class A ordinary shares by the applicable selling securityholders pursuant to this prospectus, please read "Plan of Distribution."

We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled "Plan of Distribution."

Our Class A Shares and Public Warrants are listed on The New York Stock Exchange ("NYSE") under the symbols "WBX" and "WBXWS," respectively. On September 27, 2022, the closing sale price as reported on NYSE of our Class A Shares was $7.97 per share and of our Public Warrants was $1.38 per warrant.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this entire prospectus and any amendments or supplements carefully before you make your investment decision.

We are an "emerging growth company" as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, are subject to reduced public company reporting requirements. Our principal executive offices are located at Carrer del Foc, 68, Barcelona, Spain 08038.

Investing in our securities involves a high degree of risk. Before buying any securities, you should carefully read the discussion of material risks of investing in our securities in "Risk Factors" beginning on page 16 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

Prospectus dated

, 2022

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TABLE OF CONTENTS
Prospectus Summary	6
The Offering	13
Summary Consolidated Historical and Other Financial Information	14
Risk Factors	16
Cautionary Note Regarding Forward-Looking Statements	53
Use of Proceeds	55
Determination of Offering Price	56
Market Information For Class A Shares and Dividend Policy	57
Capitalization	58
Business of Wallbox and Certain Information About Wallbox	59
Management's Discussion and Analysis of Financial Condition and Results of Operations	76
Management	103
Description of Securities	119
Certain Relationships and Related Person Transactions	135
Principal Securityholders	138
Selling Securityholders	141
Material U.S. Federal Income and Foreign Tax Consequences	144
Plan of Distribution	164
Shares Eligible for Future Sale	172
Expenses Related to the Offering	173
Legal Matters	174
Experts	175
Where You Can Find More Information	176
Index to Financial Statements	F-1

You should rely only on the information contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on our behalf. Neither we, nor the selling securityholders, have authorized any other person to provide you with different or additional information. Neither we, nor the selling securityholders, take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The selling securityholders are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates.

Except as otherwise set forth in this prospectus, neither we nor the selling securityholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.

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ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-1 that we filed with the United States Securities and Exchange Commission (the "SEC") using a "shelf" registration process. Under this shelf registration process, the selling securityholders may, from time to time, offer and sell any combination of the securities described in this prospectus in one or more offerings.

We will not receive any proceeds from the sale of Class A Shares to be offered by the selling securityholders pursuant to this prospectus, but we will receive proceeds from Warrants exercised in the event that such Warrants are exercised for cash. We will pay the expenses, other than underwriting discounts and commissions, if any, associated with the sale of our Class A Shares and Private Warrants pursuant to this prospectus. To the extent required, we and the selling securityholders, as applicable, will deliver a prospectus supplement with this prospectus to update the information contained in this prospectus. The prospectus supplement may also add, update or change information included in this prospectus. You should read both this prospectus and any applicable prospectus supplement, together with additional information described below under the caption "Where You Can Find More Information." We have not, and the selling securityholders have not authorized anyone to provide you with information different from that contained in this prospectus. The information contained in this prospectus is accurate only as of the date on the front cover of the prospectus. You should not assume that the information contained in this prospectus is accurate as of any other date.

No offer of these securities will be made in any jurisdiction where the offer is not permitted.

On October 1, 2021 (the "Closing Date"), we closed our previously announced business combination (the "Business Combination") pursuant to the Business Combination Agreement, dated as of June 9, 2021, as amended (the "Business Combination Agreement"), by and among by and among Wallbox B.V, a private company with limited liability incorporated under the laws of the Netherlands (which was converted into a public company with limited liability incorporated under the laws of the Netherlands), Orion Merger Sub Corp., a Delaware corporation ("Merger Sub"), Kensington Capital Acquisition Corp. II, a Delaware corporation ("Kensington") and Wallbox S.L., a Spanish limited liability company (sociedad limitada).

On the Closing Date, (i) each outstanding Class A Ordinary Share of Wallbox (including each such share resulting from the conversion of Wallbox's convertible loans prior to the Closing by the noteholders thereof), and each outstanding Class B Ordinary Share was exchanged by means of a contribution in kind in exchange for the issuance of a number of Wallbox Class A Shares or Wallbox Class B Shares, as applicable, determined in each case by reference to an "Exchange Ratio," calculated in accordance with the Business Combination Agreement, and (ii) each share of Kensington Class A Common Stock and Kensington Class B Common Stock outstanding immediately prior to the effective time of the merger (the "Merger Effective Time") (other than certain customarily excluded shares) was converted into and become one share of new Kensington common stock, and each such share of new Kensington common stock was immediately thereafter exchanged by means of a contribution in kind in exchange for the issuance of Wallbox Class A Shares, whereby Wallbox issued one Wallbox Class A Share for each share of new Kensington common stock exchanged. All Wallbox shareholders, other than Enric Asunción Escorsa and Eduard Castañeda, received Wallbox Class A Shares in the exchange. Each of Enric Asunción Escorsa and Eduard Castañeda received class B ordinary shares in the share capital of Wallbox.

In connection with the foregoing and concurrently with the execution of the Business Combination Agreement and again on September 29, 2021, Kensington and Wallbox entered into Subscription Agreements (the "Subscription Agreements") with certain investors (the "PIPE Investors"), pursuant to which the PIPE Investors agreed to subscribe for, and Wallbox agreed to issue to such PIPE Investors, an aggregate of 11,100,000 Wallbox Class A Shares at $10.00 per share for gross proceeds of $111,000,000 (the "PIPE Financing") on the date on which the Closing occurs. The Wallbox Class A Shares issued pursuant to the Subscription Agreements have not been registered under the Securities Act in reliance upon the exemption

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