Wallbox: securities offering (amended)

Cover page 17 changes

As filed with the U.S. Securities and Exchange Commission on November 1, 10, 2021.

Registration No. 333-260652

SECURITIES AND EXCHANGE COMMISSION

57 unchanged paragraphs

Includes 8,933,333 Private Warrants. These shares are being registered for resale on this Registration (12)

Previously paid in connection with a prior filing of this Registration Statement.

4 unchanged paragraphs

Subject to Completion, dated November 1, 10, 2021

14 unchanged paragraphs

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 15 16 of this prospectus.

34 unchanged paragraphs

PIPE Financing. The PIPE Financing was contingent upon, among other things, the closing of the Business Combination.

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 provided in Section 4(a)(2) of the Securities Act. Wallbox has agreed to grant the PIPE Investors certain registration rights in connection with the PIPE Financing. The PIPE Financing was contingent upon, among other things, the closing of the Business Combination.

Unless the context indicates otherwise, the terms “Wallbox,” the “Company,” “we,” “us” and

“Wallbox,” the “Company,” “we,” “us” and “our” refer to Wallbox N.V. (f/k/a Wallbox B.V.) after conversion into a Dutch public limited liability company and Wallbox B.V. prior to the conversion into a Dutch public liability company.

IMPORTANT INFORMATION ABOUT IFRS AND NON-IFRS FINANCIAL MEASURES

Wallbox’s audited financial statements included in this prospectus are prepared in accordance with International Financial Reporting

Financial Reporting Standards as issued by the International Accounting Standards Board (“IFRS”). This prospectus includes certain references to financial measures that were not prepared in accordance with IFRS, including Adjusted EBITDA. The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Wallbox’s consolidated financial results prepared in accordance with IFRS.

The presentation of this non-IFRS information is not meant to be considered in isolation or as a substitute for Wallbox’s consolidated financial results prepared in accordance with IFRS.

14 unchanged paragraphs

“Class A Shares” means the ordinary shares A,

A, nominal value €0.12 per share, of Wallbox.

39 unchanged paragraphs

Prospectus summary 17 changes

12 unchanged paragraphs

Unaudited Revenues for the Three and Nine months Ended September 30, 2021 On November 4, 2021, Wallbox announced preliminary, unaudited revenues for the three and nine months ended September 30, 2021. We are only presenting these selected unaudited financial results at this time and we are not presenting complete financial results for the three and nine months ended September 30, 2021 because we are a “foreign private issuer” for SEC reporting purposes and are not required to present all of the information that would be required to be included in a Form 10-Q filed with the SEC. Neither Wallbox’s independent auditors, nor any other independent accountants, have audited, reviewed, compiled, examined, or performed any procedures with respect to the selected unaudited financial results, nor have they expressed any opinion or any other form of assurance on such information, and assume no responsibility for, and disclaim any association with such results.

Revenue for the three months ended September 30, 2021, was $22 million, up nearly 250% year-over-year, and revenue for the nine months ended September 30, 2021 was $55 million, up over 280% against the same period last year. This sales increase is primarily driven by expansion of our commercial footprints in already established markets, the entrance into new markets, and the launch of new products.

In Germany, which is Europe’s largest EV market, revenues for the nine months ended September 30, 2021 were $8 million in revenue, or 540% greater than full-year 2020 results. In the United Kingdom and France, we have outperformed full year 2020 revenues by 63% and 50%, respectively in the nine months ended September 30, 2021.

In the United States, we realized $1.9 million of sales in the three months ended September 30, 2021, and $3.7 million in the nine months ended September 30, 2021. Our Amazon channel generated $1.3 million in revenue in the three months ended September 30, 2021, and $2.4 million for the nine months ended September 30, 2021. Our performance in the United States increased in part as a result of the introduction of a 48Amp version of our best-selling home charger, Pulsar Plus, in August which is exclusively available in the U.S. In terms of unit sales, we have sold over 66,000 chargers in the nine months ended September 30, 2021, 26,000 of which were sold in the three months ended September 30, 2021.

In the three months ended September 30, 2021, we reported a 39% gross margin, which we define as revenues less changes in inventories and raw materials and consumables used, divided by revenues, which gross margin decreased slightly as a result of global supply chain shortage and issues with allocations.

1 unchanged paragraph

Our Class A Shares and our warrants issued in

The PIPE Financing closed concurrently with the Business Combination.

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, (the “Business Combination Agreement”), 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, each holder of Wallbox S.L. Ordinary Shares exchanged by means of a contribution in kind its Wallbox S.L. Ordinary Shares to Wallbox in exchange for the issuance of Shares in accordance with the Exchange Ratio and Wallbox S.L. became a wholly-owned subsidiary of Wallbox (the “Ordinary Exchange,” and together with the Convert Exchanges, the “Exchanges”, and the effective time of the Ordinary Exchange, the “Exchange Effective Time”). Each outstanding Class A Ordinary Share of Wallbox S.L. (including each such share resulting from the conversion of Wallbox S.L.’s convertible loans prior to the Closing by the noteholders thereof), and each outstanding Class B Ordinary Share of Wallbox S.L. was exchanged by means of a contribution in kind in exchange for a number of Class A Shares or Class B Shares, as applicable, determined in each case by reference to an “Exchange Ratio,” calculated in accordance with the Business Combination Agreement; provided, however, that Enric Asunci n Escorsa and Eduard Casta eda received Class B Shares. Each share of Kensington’s Class A common stock and Class B common stock outstanding immediately prior to the Merger Effective Time (other than certain customarily excluded shares) converted into and become one share of new Kensington common stock, and each such share of new Kensington common stock immediately thereafter was exchanged by means of a contribution in kind in exchange for the issuance of Class A Shares, whereby Wallbox issued one Class A Share for each share of new Kensington common stock exchanged. The Merger became effective by the filing of a certificate of merger with the Secretary of State of the State of Delaware and was effective immediately upon such filing (such time, the “Merger Effective Time”). The parties held the Closing immediately prior to such filing of a certificate of merger, on the Closing Date.

Our Class A Shares and our warrants issued in exchange for the Kensington warrants included in the units sold in the Kensington l IPO, each of which is exercisable for one Class A Share (the “Public Warrants”), began trading on NYSE under the symbols “WBX” and “WBXWS”, respectively, on October 4, 2021.

Concurrently with the execution of the Business Combination Agreement, Kensington and Wallbox entered into Subscription Agreements (the “Subscription Agreements”), dated June 9, 2021 and September 29, 2021, with certain investors (the “PIPE Investors”), pursuant to which the PIPE Investors agreed to subscribe for and purchase, and Wallbox agreed to issue and sell to such PIPE Investors, an aggregate of 11,100,000 Class A Shares (the “PIPE Shares”) at a price of $10.00 per share for an aggregate of $111,000,000 in proceeds. (the “PIPE Financing”) on the Closing Date. The PIPE Financing closed concurrently with the Business Combination.

3 unchanged paragraphs

However, Wallbox has continued

However, Wallbox has continued to implement its growth plans and, although the pandemic has caused certain delays to these plans, they have not significantly impacted Wallbox’s equity and liquidity position. Furthermore, the pandemic has shown some of the benefits of electric vehicles, with the lowest levels of pollution for the last decade. This industry acceleration has had a significant impact on Wallbox, as it has to keep investing in new technologies to be deployed in the following year, as well as investing in the Wallbox team to be able to continue its growth with the most talented professionals.

5 unchanged paragraphs

We will remain an “emerging growth company”

We will remain an “emerging growth company” until the earliest to occur of (i) the last day of the fiscal year (a) following the fifth anniversary of the closing of the Business Combination, (b) in which we have total annual gross revenue of at least $1.07 billion or (c) in which we are deemed to be a large accelerated filer, which means the market value of equity securities held by our non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

5 unchanged paragraphs

We may take advantage of these

We may take advantage of these exemptions until such time as we are no longer a foreign private issuer. We would cease to be a foreign private issuer at such time as more than 50% of our outstanding voting securities are held by U.S. residents and any of the following three circumstances applies: (i) the majority of our executive officers or directors are U.S. citizens or residents, (ii) more than 50% of our assets are located in the United States or (iii) our business is administered principally in the United States.

1 unchanged paragraph

in our securities entails a high degree of risk as more fully described in the “ Risk Factors ” section beginning on page 15. 16. These risks include, among others, the following:

20 unchanged paragraphs

Risk factors 16 changes

68 unchanged paragraphs

Wallbox relies on third-parties that

Third parties may improperly install its products, which may result in additional costs to Wallbox and may adversely affect Wallbox’s brand, reputation and business.

Additionally, Wallbox does not typically

€1.3 million and €1.4 million, respectively, in marketing expenses in each of the years ended December 31, 2019 and 2020, and €2.6 million and €0.6 million, respectively, for the six months ended June 30, 2021 and 2020, and expects to expend more resources in the future in order to maintain consumer awareness of its brands. Wallbox relies on its business development, sales and marketing teams to obtain new customers and grow its retail business. Wallbox plans to continue to expand in these functional areas but it may not be able to recruit and hire a sufficient number of competent personnel with requisite skills, technical expertise and experience, which may adversely affect its ability to expand its sales capabilities. The hiring process can be costly and time-consuming, and new employees may require significant training and time before they achieve full productivity. Recent hires and planned hires may not become as productive as quickly as anticipated, and Wallbox may be unable to hire or retain sufficient numbers of qualified individuals. Wallbox’s ability to achieve significant revenue growth in the future will depend, in large part, on its success in recruiting, training, incentivizing and retaining a sufficient number of qualified personnel attaining desired productivity levels within a reasonable time. Wallbox’s business will be harmed if investment in personnel related to business development and related company activities does not generate a significant increase in revenue.

Wallbox relies on third-parties that Wallbox does not control for many aspects of its business, marketing and distribution channels, and its failure to manage and maintain relationships with such third-parties, or any failure by such third-parties to promote or maintain the brand and quality of Wallbox products, could harm its brand, reputation and adversely affect its business. Furthermore, Wallbox is dependent on third parties for installations, which installations are subject to risks associated with cost overruns and delays. Third parties may improperly install its products, which may result in additional costs to Wallbox and may adversely affect Wallbox’s brand, reputation and business.

Wallbox sells its EV charging solutions through various channels.

Wallbox sells its EV charging solutions through various channels. Wallbox has built and maintains an ecosystem of partner channels including, installers, resellers and value-add distributors. Wallbox provides marketing materials, training and support to its partners to improve sales and enters into contracts with such parties governing certain aspects of their conduct; however, Wallbox does not ultimately control such parties. Wallbox’s failure to manage and maintain relationships with such third-parties, or any failure by such third-parties to promote or maintain the brand and quality of Wallbox products, could harm its brand, reputation and adversely affect its business.

Additionally, Wallbox does not typically install its charging products or charging stations. Wallbox offers installation service through its certified installer network that is intended to ensure installation according to local governmental and industrial standards; however, these installation services are often offered through third parties that Wallbox does not control. The installation of charging products, particularly its charging stations, is generally subject to oversight and regulation in accordance with state and local laws and ordinances. Installations are subject to risks associated with cost overruns and delays. Third parties may improperly install Wallbox’s products, which may damage or break Wallbox products and give the end-user the perception the product is faulty and may adversely affect Wallbox’s brand, reputation and business.

1 unchanged paragraph

Negative publicity or product quality issues, whether real or perceived, could tarnish Wallbox’s reputation and its brand image. Failure to maintain, enhance and protect Wallbox’s brand image could have a material adverse effect on its results of operations. In addition, any failure to meet customer specifications could result in reduced net sales and income.

28 unchanged paragraphs

Further, Wallbox currently relies on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes. Wallbox generally does not manufacture the components of its charging products. Rather, its employees and contractors engage in assembly of charging products at its facilities primarily using components manufactured by OEMs. Nonetheless, any failure to properly handle or dispose of wastes, regardless of whether such failure is Wallbox’s or its contractors, may result in liability under environmental laws in the United States, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act (“ (“CERCLA”) ”) and state analogs, under which liability may be imposed without regard to fault or degree of contribution for the investigation and clean-up of contaminated sites, as well as impacts to human health and damages to natural resources. Wallbox may also generate or dispose of solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“ (“RCRA”), ”), and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of Wallbox’s chargers may be excluded from RCRA’s hazardous waste regulations, provided certain requirements are met. However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, Wallbox may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations, or Wallbox’s ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect Wallbox’s operating expenses. Additionally, Wallbox may not be able to secure contracts with third parties to continue their key supply chain and disposal services for its business, which may result in increased costs for compliance with environmental laws and regulations.

However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, Wallbox may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations, or Wallbox’s ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect Wallbox’s operating expenses.

Additionally, Wallbox may not be able to secure contracts with third parties to continue their key supply chain and disposal services for its business, which may result in increased costs for compliance with environmental laws and regulations.

154 unchanged paragraphs

As a result, Wallbox is a

result, Wallbox is a “controlled company” within the meaning of the corporate governance standards of NYSE. Under these rules, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including:

13 unchanged paragraphs

Wallbox is an emerging growth company (“EGC”) as

(“ EGC ”) as defined in the JOBS Act, and it intends to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “ “Sarbanes-Oxley Act”), ”), reduced disclosure obligations regarding executive compensation in periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Investors may find the common stock less attractive because Wallbox will continue to rely on these exemptions. If some investors find the common stock less attractive as a result, there may be a less active trading market for their common stock, and the stock price may be more volatile.

61 unchanged paragraphs

Capitalization 4 changes

72 unchanged paragraphs

The unaudited pro forma

unaudited pro forma condensed combined statement of financial position as of June 30, 2021 has been prepared using, and should be read in conjunction with, the following:

1 unchanged paragraph

The unaudited pro forma condensed combined statement

The unaudited pro forma condensed combined statement of profit or loss for the six months ended June 30, 2021 has been prepared using, and should be read in conjunction with, the following:

49 unchanged paragraphs

Business of Wallbox and Certain Information About Wallbox 8 changes

2 unchanged paragraphs

charging product portfolio includes Level 2 alternating current (“ (“AC”) ”) chargers (“ (“Pulsar Plus”, ”, “ “Commander 2” ” and “ “Copper SB”) ”) for home and business applications, and direct current (“ DC ”) fast chargers (“ (“Supernova”) ”) for public applications. The Company also offers the world’s first bi-directional DC charger for the home (“ (“Quasar”), ”), which allows users to both charge their electric vehicle and use the energy from the car’s battery to power their home or business, or send stored energy back to the grid. The Company’s proprietary residential and business software (“ (“myWallbox”) ”) gives users and charge point owners complete control over their private charging and energy management activities. Meanwhile, Wallbox’s dedicated semi-public and public charging software platform, (“ (“Electromaps”) ”) enables drivers to locate and transact with all public charging stations registered to its brand-agnostic charger database and also allows charge point operators to manage their public charging stations at scale As of September 2021, Wallbox has nine offices across three continents and has sold over 138,258 units across 83 countries. Its products are currently manufactured in Spain and China, with plans to add a U.S. manufacturing facility in Arlington, Texas in 2022. Through its vertically-integrated model, Wallbox keeps development cycles short, enabling an accelerated time to market. Furthermore, Wallbox’s compliance with complex certification requirements paired with its focus on engineering excellence is powering its rapid growth as the global supplier of first-class charging products.

Furthermore, Wallbox’s compliance with complex certification requirements paired with its focus on engineering excellence is powering its rapid growth as the global supplier of first-class charging products.

21 unchanged paragraphs

Make charging technology simple : Wallbox’ Wallbox’s goal is to make every person feel confident and comfortable using a Wallbox product; therefore, even Wallbox’s most advanced technology is easy to use.

4 unchanged paragraphs

This business model materializes

materializes into revenues through the: (i) sale of hardware (chargers & accessories); (ii) hardware installation services; and (iii) software services (subscription fees from businesses and fleets through myWallbox and commissions obtained from every charging transaction carried out through Electromaps).

98 unchanged paragraphs

Handling and Disposal

1 unchanged paragraph

Wallbox also generate solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“ RCRA ”) and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes.

Wallbox also generate solid wastes, which may include hazardous wastes that are subject to the requirements of the Resource Conservation and Recovery Act (“RCRA”) and comparable state statutes. While RCRA regulates both solid and hazardous wastes, it imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Certain components of Wallbox’s products are excluded from RCRA’s hazardous waste regulations, provided certain requirements are met. However, if these components do not meet all of the established requirements for the exclusion, or if the requirements for the exclusion change, Wallbox may be required to treat such products as hazardous waste, which are subject to more rigorous and costly disposal requirements. Any such changes in the laws and regulations, or Wallbox’s ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect Wallbox’s operating expenses.

8 unchanged paragraphs

MD&A 22 changes

67 unchanged paragraphs

Employee benefits expense increased by €7,597 thousand, or 179%, for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020, primarily due to the growth in the head count of 387 new employees, including senior level employees. Regarding share-based payment plans expenses, no significant variation took place given the fact the 75% expense increase in the Management Stock Option Plan (€963 thousand as of June 30 2021 and €549 thousand as of June 30, 2020) was offset by the fact Employee Stock Option Plan ended as of December 31, 2020 (no expense in 2021 and €383 thousand as of 30 June 30, 2020).

Other operating expenses increased by

Other operating expenses increased by €8,590 thousand, or 278%, for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020, primarily due to marketing and expansion expenses, including an increase of €1,880 thousand related to the cost of temporary workers, €791 thousand related to increased delivery costs in connection with increases in sales and production, an increase in professional fees of €896 thousand and Office expenses of €639 thousand.

1 unchanged paragraph

Other income increased by €651 thousand for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020, primarily due to recovered trade payables and grant income recognized for an amount of €325 thousand.

1 unchanged paragraph

Finance costs increased by €25,744 thousand

Finance costs increased by €25,744 thousand for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020, primarily due to the fair value adjustment related to the issuance of the convertible loan in April 2021, interest expenses incurred on the issued convertible loans and the incurrence of new bank loans and working capital credit lines.

Foreign exchange losses increased by €251 thousand for the

€251 thousand for the six months ended June 30, 2021 as compared to the six months ended June 30, 2020, primarily due to fluctuations in GBP, USD and the Norwegian Krone against the Euro.

128 unchanged paragraphs

The recoverable amount of the Electromaps/Software CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The projected cash flows have been built to reflect increased demand for the software and services associated with EV sales.

As described in Note 11 to the consolidated financial statements included elsewhere in this prospectus the recoverable amount of the Nordics CGU of €89,907 thousand as at December 31, 2020 has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The projected cash flows have been built to reflect the increasing demand for EV chargers and associated services in this region. The pre-tax discount rate applied to cash flow projections is 11.4% and cash flows beyond the five-year period are extrapolated using a 1.5% growth rate that is slightly below the long-term average growth rate for consolidated European economies, which is 2%. Key assumptions used in value in use calculations and sensitivity to changes in assumptions for this unit are the discount rate and growth rates.

The recoverable amount of the Electromaps/Software CGU has been determined based on a value in use calculation using cash flow projections from financial budgets approved by senior management covering a five-year period. The projected cash flows have been built to reflect increased demand for the software and services associated with EV sales. The pre-tax discount rate applied to the cash flow projections is 11.9% and cash flows beyond the five-year period are extrapolated using a 1.5% growth rate that is slightly below the long-term average growth rate for consolidated European economies, which is 2%. Key assumptions used in value in use calculations and sensitivity to changes in assumptions for this unit are the number of future users and market share during the forecast period, gross margins, discount rates and growth rates used to extrapolate cash flows beyond the forecast period.

There was no impairment of

There was no impairment of goodwill or non-current assets for the six months ended June 30, 2021 and 2020, and for the years ended December 31, 2020 and 2019.

8 unchanged paragraphs

Afterwards the convertible bond is valued at fair value through profit or loss. The fair value implies judgement in relation to the whether the bond will convert or be paid in cash, the conversion price and the number of shares to be issued in exchange for the bonds. As at 30 June 30, 2021, the estimation was made that a conversion would take place. The share price was estimated based on the company value included in the Business Combination Agreement with Kensington Capital Acquisition II which was signed on 6 June 9, 2021.

6 unchanged paragraphs

The liability for the redemption amount of

amount of Electromaps has been estimated discounting the contractual strike price of €4 million as of three months after the approval of the 2023 statutory accounts of Electromaps at an annual rate of 2.69%. The value of the put option liability at December 31, 2020 is €3,677,513. The estimated payment date is March 31, 2024.

Wallbox has elected to apply a policy

policy choice that allows it to recognize the acquisition of 100% of the interests in the subsidiary (therefore, it does not recognize non-controlling interests) against the consideration paid, reflected by the financial liability derived from the put option.

10 unchanged paragraphs

At 31 December 31, 2020, compound financial instruments issued by Wallbox comprise the convertible bonds issued during 2020 for an amount of Euros €25,880,000 with a nominal interest rate of 8%. In addition, on 27 January 27, 2021, convertible bonds have been were issued for an amount of Euros €7,000,000 with the same conditions of the loan issued in 2020. Also 12 on April 12, 2021, Wallbox has issued a new compound financial instrument which comprise the convertible bonds issued during 2021 for an amount of Euros €27,550,000 with a nominal interest rate of 5%.

4 unchanged paragraphs

convertible loan, based on the analysis performed, Wallbox has concluded that it’s a hybrid instrument that contains a non-derivative financial instrument which comprises an obligation for the issuer to settle in cash or by a way of delivering a variable amount of its own equity instruments and embedded derivatives with different probabilities of contingent events occurring. So, Wallbox has elected to measure the hybrid contract at fair value through profit or lose since its inception.

Regarding the third convertible

loan, based on the analysis performed, Wallbox has concluded that it’s a hybrid instrument that contains a non-derivative financial instrument which comprises an obligation for the issuer to settle in cash or by a way of delivering a variable amount of its own equity instruments and embedded derivatives with different probabilities of contingent events occurring. So, Wallbox has elected to measure the hybrid contract at fair value through profit or lose since its inception. The fair value at issue date equals the nominal value. Afterwards the convertible bond is valued at fair value through profit or loss. The fair value implies judgement in relation to the whether the bond will convert or be paid in cash, the conversion price and the number of shares to be issued in exchange for the bonds. As at 30 June 30, 2021, the estimation was made that a conversion would take place. The share price was estimated based on the company value included in the Business Combination Agreement with Kensington Capital Acquisition II which was signed on 6 June 9, 2021.

33 unchanged paragraphs

Management 58 changes

21 unchanged paragraphs

Enric Asunci n Escorsa . Mr. Asunci n is the Chief Executive Officer and Executive Director of Wallbox’s board.

Enric Asunci n Escorsa . Mr. Asunci n is the Chief Executive Officer and Executive Director of Wallbox’s board. Mr. Asunci n is a Wallbox co-founder and has served as Wallbox’s Chief Executive Officer and as a member of the Wallbox board since 2015. Previously, Mr. Asunci n served as Program Manager of Charging Installations at Telsa, Inc., an American electric vehicle and clean energy company, from June 2014 to June 2015. Prior to Telsa, Inc., Mr. Asunci n worked as an engineer at Applus+ IDIADA, an engineering company providing design, testing, engineering and homologation services to the automotive industry, from July 2011 to June 2014. Mr. Asunci n holds an Engineering degree from Universitat Politecnica de Catalunya (DNF). We believe Mr. Asunci n is well qualified to serve on Wallbox’s board due to the perspective and experience he brings as Wallbox’s Chief Executive Officer and co-founder and his extensive experience in the automotive industry.

1 unchanged paragraph

Eduard Casta eda . Mr. Casta eda is the Chief Product Officer. Mr. Casta eda is a Wallbox co-founder and has served as Wallbox’s Chief Product Officer since 2020, and was formerly Chief Technology Officer from 2018 to 2020. Mr. Casta eda also served on Wallbox’s board of directors as a technical director from 2015 to 2020. Prior to Wallbox, Mr. Casta eda served as a Track Engineering at TPV Racing, a company that introduced telemetry data into real-time motorsports racing teams, from 2005 to 2015. Mr. Casta eda holds an Industrial Engineering degree from the School of Industrial Engineering of Barcelona.

Mr. Casta eda holds an Industrial Engineering degree from the School of Industrial Engineering of Barcelona.

Anders Pettersson . Mr. Pettersson serves as a member of the board of directors. Mr. Pettersson is the former Chief Executive Officer of Thule, a leading automotive aftermarket company. Under Mr. Pettersson’s leadership, he transformed Thule from an automotive aftermarket accessories business into a lifestyle consumer brand company. Mr. Pettersson brings over 30 years of experience in sourcing, evaluating and acquiring automotive businesses around the world. Mr. Pettersson has served as Chairman of Brink Group B.V., a leading towing hitch business in Europe, since 2014, and has served as a director at ZetaDisplay AB since 2014, at KlaraBo Sverige AB since 2014, at Skabholmen Invest AB since 2009 and at PS Enterprise AB since 2005. As noted above, Mr. Pettersson served as Chief Executive Officer of Thule from 2002 to 2010, where he oversaw international expansion through the strategic acquisitions of Konig, Omnistor, Case Logic, TrackRac and Sportrack. Mr. Pettersson has also served as Chief Executive Officer of Hilding Anders AB from 2011 to 2014 and Capital Safety Group Inc. from 2010 to 2012, and previously held executive and managerial positions with AkzoNobel N.V. and Trelleborg AB. Mr. Pettersson served as a director of Pure Safety from 2010 to 2020, a director of Pure Power from 2016 to 2019, a director of Alite International AB from 2014 to 2019, a director of Victoria Park AB from 2011 to 2019, Chairman of the board of directors of Hilding Anders AB from 2012 to 2014 and a member of the operating review board of Arle Capital Partners Limited from 2012 to 2014. Mr. Pettersson holds a Master of Science in Civil Engineering and Bachelors of Science in Business and Economics from Lund University. We believe Mr. Pettersson is qualified to serve on the board because his extensive experience in the automotive industry. We believe Mr. Pettersson is well qualified to serve on our board of directors based on his extensive experience sourcing, evaluating and acquiring automotive businesses.

Diego Diaz Pilas . Mr. Diaz serves as a member of the

Diego Diaz Pilas . Mr. Diaz serves as a member of the board of directors. Mr. Diaz has served as an observer on Wallbox’s board since 2019. Mr. Diaz is the Global Head of Ventures & Technology at Iberdrola, Spanish multinational electric utility company, where he leads its venture capital program, Iberdrola Ventures—PERSEO, that invests in smart energy start-ups worldwide, and he also leads the Technology Prospective Analysis unit in charge of assessing the potential of key technologies for the future of the energy sector. Prior to joining Iberdrola in 2008, he worked at Telefonica, a Spanish multinational telecommunications company, from August 2007 to August 2008, Eir, a mobile and broadband telecommunications company, from August 2005 to August 2007 and Iberdrola Engineering from March 2004 to August 2005. He holds a Master of Science in Engineering from the Universidad Polit cnica de Madrid and an executive in Venture Capital from the Walter A.

2 unchanged paragraphs

Francisco Riberas . Mr. Riberas serves

Beatriz Gonz lez Ord ez .

Mr. Riberas serves as a member of the board of directors. Mr. Riberas has been on the Board of Directors of Gestamp, a Spanish multinational automotive engineering company, since the company’s inception, and was appointed the Executive Chairman on March 23, 2017. Mr. Riberas holds a Law degree and Economics and Business Administration degree from Comillas Pontifical University. Mr. Riberas began his professional career in the Gonvarri Group as director of Corporate Development and later as Managing Director. In 1977, Mr. Riberas formed Gestamp. Mr. Riberas sits on the management bodies of other Gestamp affiliates and of companies in Acek Group, including in the Gonvarri Group, Acek Energias Renovables and Inmobiliaria Acek. He is also a member of other Boards of Directors, including Telefonica and CIE Automotive. In addition he participates in the Endeavor Foundation and is the Chairman of the Family Business Institute. We believe that Mr. Riberas is qualified to serve on the board because of his extensive experience in the automobile industry.

Gonz lez Ord ez . Ms. Gonz lez serves as a member of the board of directors. Ms. Gonz lez is the Founder and Managing Partner of Seaya Ventures, a Spanish venture capital firm, specializing in technology companies. She has served as a Board Member of Cabify, Glovo, Wallbox, Spotahome, Filmin, Bewe, Revelock and Toqio, since 2014, 2016, 2020, 2016, 2020, 2015, 2019, and 2021, respectively. She also serves as an Independent Board member of Endeavor Spain and Idealista. Prior to founding Seaya in 2012, Ms. Gonz lez worked at Morgan Stanley, in the finance and investment industry, from 1998 to 2000, Darby Overseas Investments, a private equity firm, from 2002 to 2003, Excel Partners, a private equity firm, from 2003 to 2004, and Fonditel, the largest pension fund in Spain, from 2005 to 2011. Ms. Gonz lez holds a Business and Economics degree from CUNEF and an MBA from Columbia Business School. We believe Ms. Gonz lez is qualified to serve on the board based on her extensive experience managing funds in the technology sector.

There are no family relationships among any of Wallbox’s executive officers or directors.

1 unchanged paragraph

In addition, all of Wallbox’s non-executive directors, other than Enric Asunci n Escorsa and Diego Diaz qualify as independent within the meaning of the DCGC.

4 unchanged paragraphs

As a listed Dutch public limited liability company

liability company ( naamloze vennootschap ), we will be subject to the DCGC. The DCGC contains both principles and best practice provisions on corporate governance that regulate relations between the board and the general meeting and matters in respect of financial reporting, auditors, disclosure, compliance and enforcement standards. The DCGC is based on a “comply or explain” principle. Accordingly, companies are required to disclose in their statutory management report, filed in the Netherlands, whether they comply with the provisions of the DCGC. If they do not comply with these provisions, Wallbox is required to give the reasons for such noncompliance. Wallbox intends to comply with the relevant best practice provisions of the DCGC, except as may be noted from time to time in its management report.

2 unchanged paragraphs

Audit committee members are non-executive directors of the Board and are Beatriz Gonz lez, Anders Pettersson, and Pol Soler. Beatriz Gonz lez serves as chairman of the audit committee.

Each member of the audit committee

Each member of the audit committee is expected to be financially literate and at least one member is expected to qualify as an “audit committee financial expert” as defined in applicable SEC rules.

11 unchanged paragraphs

The compensation committee advises the

The compensation committee advises the Board in relation to its responsibilities and shall prepare resolutions of the Board in relation thereto. Wallbox’s Board adopted a compensation committee charter which details the principal functions of the compensation committee, including, among other things:

9 unchanged paragraphs

The nominating and corporate

The nominating and corporate governance committee advises the Board in relation to its responsibilities and shall prepare resolutions of the Board in relation thereto. The nominating and corporate governance committee will be responsible for overseeing the selection of persons to be nominated to serve on Wallbox’s Board. The nominating and corporate governance committee will consider persons identified by its members, management, shareholders, investment bankers and others.

Wallbox’s Board adopted a

Wallbox’s Board adopted a nominating and corporate governance committee charter, which includes guidelines for selecting nominees and provide that persons to be nominated:

3 unchanged paragraphs

The nominating and corporate governance committee will also take a leadership role in shaping the corporate governance of Wallbox. The nominating and corporate governance committee charter will provide that it develops and recommends to Wallbox’s Board a set of corporate governance guidelines and other policies and practices applicable to Wallbox and continuously reviews the adequacy of the Articles of Association and other practices and positions of Wallbox.

1 unchanged paragraph

Wallbox adopted a code of business conduct and ethics that applies to all of its employees, officers and directors, including those officers responsible for financial reporting. Wallbox’s code of business conduct and ethics is available on its website. Wallbox intends to disclose any amendment to the code, or any waivers of its requirements, on its website to the extent required under applicable law, rules, regulations or stock exchange requirements.

20 unchanged paragraphs

Under the Legacy Stock Option Program for employees, the

Program for employees, the beneficiaries received 1,626,206 stock options to purchase Wallbox shares at a per share exercise price equal to €0.0021. Wallbox has agreed to reimburse such employees for the amount of any exercise price paid in connection the exercise of such options. Stock options granted under the Legacy Stock Option Program for employees generally vest in equal monthly instalments on the last day of each calendar month over an 8 month period. Employees who terminate employment with Wallbox may retain any stock options vested as of the applicable termination date.

In accordance with the terms of the

In accordance with the terms of the Legacy Stock Option Programs for employees, participants will be entitled to execute their vested shares at the occurrence of an “Exit Event” and will not be exercisable until an “Exit Event” occurs Notwithstanding the foregoing, subject to the consent of each individual award holder, this “Exit Event” requirement will be waived and the stock options will instead become vested and exercisable based on the conditions applicable to such stock options as of immediately prior to the Business Combination without regard to the “Exit Event” condition. As of the date of this prospectus all of the holders of options under this plan have granted such consent.

1 unchanged paragraph

The Board adopted the Incentive Plan (an omnibus equity incentive plan) in order to facilitate the grant of equity awards to attract, retain and incentivize employees (including Wallbox’s executive officers), independent contractors and directors of the combined company and its affiliates, which is essential to Wallbox’s long term success. The material terms of the Incentive Plan are summarized below.

1 unchanged paragraph

Wallbox’s employees,

Wallbox’s employees, consultants and directors, and employees and consultants of any of Wallbox’s subsidiaries, are eligible to receive awards under the Incentive Plan. The basis for participation in the Incentive Plan by eligible persons is the selection of such persons for participation by the plan administrator in its discretion. The Incentive Plan will be generally administered by board of directors, which may delegate its duties and responsibilities to committees of H board of directors and/or officers (referred to collectively as the plan administrator below), subject to certain limitations that may be imposed under the Incentive Plan and/or stock exchange rules, as applicable. The plan administrator will have the authority to make all determinations and interpretations under, and adopt rules for the administration of, the Incentive Plan , subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Incentive Plan, including any vesting and vesting acceleration conditions. The plan administrator may also institute and determine the terms and conditions of an “exchange program,” which could provide for the surrender or cancellation, transfer, or reduction or increase of exercise price, of outstanding awards, subject to the limitations provided for in the Incentive Plan .

2 unchanged paragraphs

If an award under the Incentive Plan expires, lapses

The number of shares initially available for issuance under awards granted pursuant to the Incentive Plan will 17,090,419. The number of shares initially available for issuance will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 2.5% of the shares of Class A Shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by Wallbox’s board of directors. No more than ten percent (10%) of the fully diluted Shares as determined at the closing of the Business Combination, may be issued upon the exercise of incentive stock options under the Incentive Plan. Shares issued under the Incentive Plan may be newly issued shares, shares purchased in the open market or treasury shares.

If an award under the Incentive Plan expires, lapses or is terminated, exchanged for cash, surrendered to an exchange program, repurchased, cancelled without having been fully exercised or forfeited, then any shares subject to such award will, as applicable, become or again be available for new grants under the Incentive Plan. Shares delivered to Wallbox by a participant to satisfy the applicable exercise price or purchase price of an award and/or satisfy any applicable tax withholding obligation (including shares retained by Wallbox from the award being exercised or purchased and/or creating the tax obligation), will become or again be available for award grants under the Incentive Plan. The payment of dividend equivalents in cash in conjunction with any outstanding awards will not count against the number of shares available for issuance under the Incentive Plan. Awards granted under the Incentive Plan upon the assumption of, or in substitution or exchange for, awards authorized or outstanding under a qualifying equity plan maintained by an entity with which we enter into a merger, consolidation, acquisition or similar corporate transaction will not reduce the shares available for grant under the Incentive Plan. The plan administrator may, in its discretion, make adjustments to the maximum number and kind of shares which may be issued under the Incentive Plan upon the occurrence of a merger, reorganization, consolidation, combination, amalgamation, recapitalization, liquidation, dissolution, or sale, transfer, exchange or other disposition of all or substantially all of the assets of Wallbox, or sale or exchange of common stock or other securities of Wallbox, change in control, issuance of warrants or other rights to purchase common stock or other securities of Wallbox or similar corporate transaction or event.

The Incentive Plan provides for the grant of stock options, including incentive stock options, or ISOs, and nonqualified stock options, or NSOs; restricted stock; dividend equivalents; restricted stock units, or RSUs; stock appreciation rights, or SARs; and other stock or cash-based awards. Certain awards under the Incentive Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Incentive Plan will be set forth in award agreements, which will detail the terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. A brief description of each award type follows.

1 unchanged paragraph

SARs . SARs entitle their holder, upon

SARs . SARs entitle their holder, upon exercise, to receive from Wallbox an amount equal to the appreciation of the shares subject to the award between the grant date and the exercise date. The exercise price of a SAR will not be less than 100% of the fair market value of the underlying share on the date of grant (except with respect to certain substitute SARs granted in connection with a corporate transaction), and unless otherwise determined by the plan administrator in accordance with applicable laws, the term of a SAR may not be longer than ten years. Vesting conditions determined by the plan administrator may apply to SARs and may include continued service, performance and/or other conditions as the plan administrator may determine.

1 unchanged paragraph

Other stock or cash-based

Performance awards include any

Other stock or cash-based awards . Other stock or cash-based awards may be granted to participants, including awards entitling participants to receive Class A Shares to be delivered in the future and including annual or other periodic or long-term cash bonus awards (whether based on specified performance criteria or otherwise). Such awards may be paid in Class A Shares, cash or other property, as the administrator determines. Other stock or cash-based awards may be granted to participants and may also be available as a payment form in the settlement of other awards, as standalone payments and as payment in lieu of compensation payable to any individual who is eligible to receive awards. The plan administrator will determine the terms and conditions of other stock or cash-based awards, which may include vesting conditions based on continued service, performance and/or other conditions.

Performance awards include any of the foregoing awards that are granted subject to vesting and/or payment based on the attainment of specified performance goals or other criteria the plan administrator may determine, which may or may not be objectively determinable. Performance criteria upon which performance goals are established by the plan administrator may include: net earnings or losses (either before or after one or more of interest, taxes, depreciation, amortization and non-cash equity-based compensation expense); gross or net sales or revenue or sales or revenue growth; net income (either before or after taxes) or adjusted net income; profits (including, but not limited to, gross profits, net profits, profit growth, net operation profit or economic profit), profit return ratios or operating margin; budget or operating earnings (either before or after taxes or before or after allocation of corporate overhead and bonus); cash flow (including operating cash flow and free cash flow or cash flow return on capital); return on assets; return on capital or invested capital; cost of capital; return on shareholders’ equity; total shareholder return; return on sales; costs, reductions in costs and cost control measures; expenses; working capital; earnings or loss per share; adjusted earnings or loss per share; price per share or dividends per share (or appreciation in or maintenance of such price or dividends); regulatory achievements or compliance; implementation, completion or attainment of objectives relating to research, development, regulatory, commercial or strategic milestones or developments; market share; economic value or economic value added models; division, group or corporate financial goals; customer satisfaction/growth; customer service; employee satisfaction; recruitment and maintenance of personnel; human resources management; supervision of litigation and other legal matters; strategic partnerships and transactions; financial ratios (including those measuring liquidity, activity, profitability or leverage); debt levels or reductions; sales-related goals; financing and other capital raising transactions; cash on hand; acquisition activity; investment sourcing activity; marketing initiatives; and other measures of performance selected by Wallbox’s board of directors or its applicable committee, any of which may be measured in absolute terms or as compared to any incremental increase or decrease. Such performance goals also may be based solely by reference to Wallbox’s performance or the performance of its subsidiary, division, business segment or business unit, or based upon performance relative to performance of other companies or upon comparisons of any of the indicators of performance relative to performance of other companies.

4 unchanged paragraphs

In connection with certain

connection with certain transactions and events affecting Class A Shares, including, without limitation, any dividend or other distribution, reorganization, merger, consolidation, recapitalization, or sale of all or substantially all of the assets of Wallbox, or sale or exchange of common stock or other securities of Wallbox, a change in control, or issuance of warrants or other rights to purchase common stock or other securities of Wallbox, or similar corporate transaction or event, or change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the Incentive Plan to prevent the dilution or enlargement of intended benefits, facilitate such transaction or event, or give effect to such change in applicable laws or accounting principles. This includes canceling awards in exchange for either an amount in cash or other property with a value equal to the amount that would have been obtained upon exercise or settlement of the vested portion of such award or realization of the participant’s rights under the vested portion of such award, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares available, replacing awards with other rights or property and/or terminating awards under the Incentive Plan.

3 unchanged paragraphs

Foreign Participants, Claw-back Provisions, Transferability and Participant Payments With respect to foreign participants, the plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above. All awards will be subject to the provisions of any claw-back policy implemented by Wallbox to the extent set forth in such claw-back policy or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Incentive Plan are generally non-transferable prior to vesting and are exercisable only by the participant. With regard to tax withholding obligations arising in connection with awards under the Incentive Plan and exercise price obligations arising in connection with the exercise of stock options under the Incentive Plan, the plan administrator may, in its discretion and subject to any applicable blackout or lock-up periods, accept cash, wire transfer, or check, shares of Class A Shares that meet specified conditions (a market sell order) or such other consideration as it deems suitable or any combination of the foregoing.

With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Incentive Plan are generally non-transferable prior to vesting and are exercisable only by the participant. With regard to tax withholding obligations arising in connection with awards under the Incentive Plan and exercise price obligations arising in connection with the exercise of stock options under the Incentive Plan, the plan administrator may, in its discretion and subject to any applicable blackout or lock-up periods, accept cash, wire transfer, or check, shares of Class A Shares that meet specified conditions (a market sell order) or such other consideration as it deems suitable or any combination of the foregoing.

1 unchanged paragraph

The Incentive Plan is intended to

Wallbox’s board of directors may amend, suspend or terminate the Incentive Plan at any time. However, no amendment, other than an increase in the number of shares available under the Incentive Plan, in excess of the initial pool and annual increase as described above, may materially and adversely affect any award outstanding at the time of such amendment without the affected participant’s consent. Wallbox’s board of directors will obtain stockholder approval for any plan amendment to the extent necessary to comply with applicable laws. The plan administrator will have the authority, without the approval of Wallbox’s shareholders, to amend any outstanding award, including by substituting another award of the same or different type, changing the exercise or settlement date, converting an ISO to an NSO and institute any such exchange program. No award may be granted pursuant to the Incentive Plan after the expiration of the Incentive Plan . The Incentive Plan is scheduled to remain in effect until the earlier of (i) the tenth anniversary of the date on which Wallbox’s board of directors adopts the Incentive Plan and (ii) the earliest date as of which all awards granted under the Incentive Plan have been satisfied in full or terminated and no shares approved for issuance under the Incentive Plan remain available to be granted under new awards.

The Incentive Plan is intended to conform to all provisions of the Securities Act, the Exchange Act and any and all regulations and rules promulgated by the SEC thereunder. The Incentive Plan will be administered, and awards will be granted and may be exercised, only in such a manner as to conform to such laws, rules and regulations.

6 unchanged paragraphs

Stock will be offered under the ESPP

We expect that substantially

We expect that substantially all of Wallbox’s employees will be eligible to participate in the ESPP. However, an employee may not be granted rights to purchase stock under the ESPP if the employee, immediately after the grant, would own (directly or through attribution) stock possessing 5% or more of the total combined voting power or value of all classes of stock and other securities of Wallbox, or a parent or subsidiary corporation of Wallbox. Directors who are not employees are not eligible to participate. Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period. Additionally, the plan administrator may provide that an employee will not be eligible to participate in an offering period under the Section 423 Component if (i) such employee is a highly compensated employee under Section 414(q) of the Code, (ii) such employee has not met a service requirement designated by the plan administrator, (iii) such employee’s customary employment is for twenty hours per week or less, (iv) such employee’s customary employment is for less than five months in any calendar year and/or (v) such employee is a citizen or resident of a non-U.S. jurisdiction or the grant of a right to purchase shares of Class A Shares under the ESPP to such employee would be prohibited under the laws of such non-U.S. jurisdiction or the grant of a right to purchase such shares under the ESPP to such employee in compliance with the laws of such non-U.S. jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Code.

Employees who choose not to participate, or are not eligible to participate at the start of an offering period but who become eligible thereafter, may enroll in any subsequent offering period. Additionally, the plan administrator may provide that an employee will not be eligible to participate in an offering period under the Section 423 Component if (i) such employee is a highly compensated employee under Section 414(q) of the Code, (ii) such employee has not met a service requirement designated by the plan administrator, (iii) such employee’s customary employment is for twenty hours per week or less, (iv) such employee’s customary employment is for less than five months in any calendar year and/or (v) such employee is a citizen or resident of a non-U.S. jurisdiction or the grant of a right to purchase shares of Class A Shares under the ESPP to such employee would be prohibited under the laws of such non-U.S. jurisdiction or the grant of a right to purchase such shares under the ESPP to such employee in compliance with the laws of such non-U.S. jurisdiction would cause the ESPP to violate the requirements of Section 423 of the Code.

Stock will be offered under the ESPP during offering periods. The length of the offering periods under the ESPP will be determined by the plan administrator and may be up to twenty-seven months long. The plan administrator will establish one or more purchase periods within each offering period. The number of purchase periods within, and purchase dates during each offering period, will be established by the plan administrator prior to the commencement of each offering period. The length of the purchase periods will be determined by the plan administrator and may be up to twenty-seven months long. Employee payroll deductions will be used to purchase shares on each purchase date during an offering period. The purchase dates for each offering period will be the final trading day of the purchase period or such other date as determined by the plan administrator. Payroll deductions for each offering periods under the ESPP will commence for a participant on the first regular payday following the applicable enrollment date of an offering period and will end on the last such payday in the offering period to which such participant’s authorization is applicable, unless sooner terminated or suspended by the participant or plan administrator under the ESPP. The plan administrator may, in its discretion, modify the terms of future offering periods. In non-U.S. jurisdictions where participation in the ESPP through payroll deductions is prohibited, the plan administrator may provide that an eligible employee may elect to participate through contributions to the participant’s account under the ESPP in a form acceptable to the plan administrator in lieu of or in addition to payroll deductions.

4 unchanged paragraphs

In the event of certain non-reciprocal transactions or events affecting Class A Shares, including, without limitation, any dividend or other distribution, change in control, reorganization, merger, repurchase, redemption, recapitalization, liquidation, dissolution, sale of all or substantially all of our assets or sale or exchange of our shares of Class A Shares, or other similar corporate transaction or event, the plan administrator will make equitable adjustments to the ESPP and outstanding rights. In the event of any events or transactions set forth in the immediately preceding sentence or any unusual or non-recurring events or transactions, the plan administrator may provide for (1) either the replacement of outstanding rights with other rights or property or termination of outstanding rights in exchange for cash, (2) the assumption or substitution of outstanding rights by the successor or survivor corporation or parent or subsidiary thereof, if any, (3) the adjustment in the number and type of shares of stock subject to outstanding rights, (4) the use of participants’ accumulated payroll deductions to purchase stock on a new purchase date prior to the next scheduled purchase date and termination of any rights under ongoing offering periods or (5) the termination of all outstanding rights.

1 unchanged paragraph

The plan administrator may

The plan administrator may amend, suspend or terminate the ESPP at any time. However, shareholder approval will be obtained for any amendment that increases the aggregate number or changes the type of shares that may be sold pursuant to rights under the ESPP, in excess of the initial pool and annual increase as described above, or changes the corporations or classes of corporations whose employees are eligible to participate in the ESPP. The ESPP will continue until terminated by Wallbox’s board of directors.

Certain Relationships and Related Person Transactions 7 changes

15 unchanged paragraphs

Eurofred Spain, S.L. and Infisol

S.L. and Infisol 3000, S.L. each agreed to purchase 412,500 and 287,500 Class A Shares in the PIPE Financing, respectively, AM Gesti , S.L. agreed to purchase 780,000 Class A Shares in the PIPE Financing and Cathay Innovation SAS agreed to purchase 1,220,000 Class A Shares in the PIPE Financing, in each case on the same terms as other PIPE Investors.

6 unchanged paragraphs

On October 5, 2021, Enric Asunción Escorsa furnished a letter to

Asunción Escorsa furnished a letter to Inversiones Financieras Perseo, S.L. Pursuant to such letter, Mr. Asunción agreed to take best efforts to support the election of Diego Dĺaz D az Pilas, or such other director as Perseo may designate, for so long as Perseo owns shares representing 3% of the share capital outstanding of Wallbox N.V.

Remuneration Agreements with

Wallbox Board Members and Senior Management

Remuneration Agreements with Wallbox Board Members and Senior Management For a description of our remuneration agreements with members of the Board and senior management, see “ Management—Compensation. ” Indemnification Wallbox’s Articles of Association provides for certain indemnification rights for Wallbox’s directors relating to claims, suits or proceedings arising from his or her service to Wallbox or, at Wallbox’s request, service to other entities, as directors or officers to the maximum extent permitted by Dutch law.

4 unchanged paragraphs

Principal Securityholders 12 changes

Unless otherwise indicated,

The following table sets forth information regarding beneficial ownership of Wallbox Ordinary Shares as of October 22, 2021, by each person who is the beneficial owner of more than five percent 5% of the outstanding Shares, each executive officer or director of Wallbox and all of the directors and executive officers of Wallbox as a group.

The SEC has defined “beneficial ownership” of a security to mean the possession, directly or indirectly, of voting power and/or investment power over such security. A stockholder is also deemed to be, as of any date, the beneficial owner of all securities that such stockholder has the right to acquire within 60 days after that date through (i) the exercise of any option, warrant or right, (ii) the conversion of a security, (iii) the power to revoke a trust, discretionary account or similar arrangement, or (iv) the automatic termination of a trust, discretionary account or similar arrangement. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the ordinary shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, ordinary shares subject to options or other rights (as set forth above) held by that person that are currently exercisable, or will become exercisable within 60 days thereafter, are deemed outstanding, while such shares are not deemed outstanding for purposes of computing percentage ownership of any other person. Each person named in the table has sole voting and investment power with respect to all of the ordinary shares shown as beneficially owned by such person, except as otherwise indicated in the table or footnotes below.

We have based percentage ownership prior to this offering on 160,990,548 Wallbox ordinary shares outstanding (assuming conversion of all Class B Shares into Class A Shares). The expected beneficial ownership percentages set forth in the table below do not take into account the issuance of any shares upon the exercise of warrants outstanding to purchase 14,683,333 Shares.

Unless otherwise indicated, Wallbox believes that all persons named in the table below have sole voting and investment power with respect to all shares of capital stock beneficially owned by them. To Wallbox’s knowledge, no Shares beneficially owned by any executive officer, director or director nominee have been pledged as security.

Unless otherwise indicated, the address of each person named below is c/o Wallbox N.V. Carrer del Foc, 68 Barcelona, Spain 08038.

Carrer del Foc, 68 Barcelona, Spain 08038.

7 unchanged paragraphs

All executive officers and directors of Wallbox as a group (8 persons) 23,541,909 14.62 54,111,190 33.62 % 5% and Greater Shareholders KARIEGA VENTURES, S.L. (4) 18,618,950 11.57 % Eurofred Spain, S.L. (5) 15,404,538 9.57 % Infisol 3000, S.L. (6) 13,240,274 8.22 % Inversiones Financieras Perseo, S.L. (7) 16,697,530 10.37 % Seaya Ventures II, Fondo De Capital Riesgo (8) 11,505,865 7.15 % Black Label Equity I SCR SA (9) 9,110,175 5.66 % AM Gesti , S.L. (10) 8,469,293 5.26 % Cathay Innovation SAS (11) 8,732,888 5.42 % (1) Consists of 18,618,948 Shares as set forth in note (5) below as beneficially owned by KARIEGA VENTURES, (2) Consists of Class B Shares entitling the holder and its permitted transferees to ten (10) votes per share subject to sunset provisions as described herein. See “ Description of Securities—Share Capital and Articles of Association—Share Capital—Conversion of Shares ” and “ —General Meetings and Voting Rights—Voting Rights and Decision-Making. ” 1,033,610 stock options to purchase Wallbox shares have been reserved for issuance to Mr. Asunci n and Mr. Casta eda. It is expected that Mr. Asunci n will be granted 775,267 options and Mr. Casta eda will be granted 258,342 options pursuant to such plans.

2 unchanged paragraphs

Consists of 13,240,274 Class A Shares. The address of Infisol 3000, S.L. is Calle Josep Irla i Bosch, numeros 1-3, Barcelona, Spain 08034. Investment and voting decisions with respect to the shares held by Infisol 3000, S.L. are made by Juan-Manual Juan Manuel Soler Purjol , Pujol, Pol Soler Masferrer, Daniel Soler Masferrer and Lluis Soler Masferrer. Pol Soler Masferrer is a member of our the board of directors of Wallbox N.V.

5 unchanged paragraphs

On October 5, 2021, Enric Asunción Escorsa furnished a letter to Inversiones Financieras Perseo, S.L.

Pursuant to such letter, Mr. Asunción agreed to take best efforts to support the election of Diego Diaz Pilas, or such other director as Perseo may designate, to the board of directors of Wallbox N.V. for so long as Perseo owns shares representing 3% of the share capital outstanding of Wallbox N.V.

1 unchanged paragraph

Selling Securityholders 5 changes

6 unchanged paragraphs

Selling securityholder information for each additional selling securityholder, if any, will be set forth by prospectus supplement to the extent required prior to the time of any offer or sale of such selling securityholder’s securities pursuant to this prospectus. Any prospectus supplement may add, update, substitute, or change the information contained in this prospectus, including the identity of each selling securityholder and the number of Class A Shares or Private Warrants registered on its behalf. A selling securityholder may sell all, some or none of such securities in this offering. See the section titled “ Plan of Distribution .” Name of Selling Securityholder Class A Shares Beneficially Owned Prior to the Offering As a % of Class A and Class B Shares outstanding Number of Class A Shares Being Offered Number of Private Warrants Being Offered Class A Shares Beneficially Owned After the Class A Shares are Sold Warrants Beneficially Owned After the Private Warrants are Sold Shares Percent KARIEGA VENTURES, S.L. (1) 18,618,950 11.57 % 18,618,950 — — — — Eduard Casta eda (2) 4,631,843 2.88 % 4,631,843 — — — — MINGKIRI, S.L. (3) 15,404,538 9.57 % 15,404,538 — — — — INFISOL 3000, S.L. (4) 13,240,274 8.22 % 13,240,274 — — — — Inversiones Financieras Perseo, S.L. (5) 16,697,530 10.37 % 16,697,530 — — — — Seaya Ventures II, Fondo De Capital Riesgo (6) 11,505,865 7.15 % 11,505,865 — — — — Black Label Equity I SCR, S.A. (7) 9,110,175 5.66 % 9,110,175 — — — — AM Gesti , S.L. (8) 8,469,293 5.26 % 8,469,293 — — — — FPCI SINO French Innovation Fund II (9) 8,732,888 5.42 % 8,732,888 — — — — Copec Overseas SPA (10) 4,434,713 2.75 % 4,434,713 — — — — Consilium, S.L. (11) 2,907,554 1.81 % 2,907,554 — — — — Juan Capmany Iba ez (12) 2,602,700 1.62 % 2,602,700 — — — — TARCI TECH, S.L. (13) 2,281,219 1.42 % 2,281,219 — — — — Jordi Cano Zamora (14) 2,173,737 1.35 % 2,173,737 — — — — Night s Watch Partners, S.L. (15) 1,890,572 1.17 % 1,890,572 — — — — ORILLA ASSET MANAGEMENT, S.L. (16) 4,278,142 2.66 % 4,278,142 — — — — Endeavor Catalyst III, L.P. (17) 1,320,629 * 1,320,629 — — — — Jos Maria Tarrago Pujol (18) 915,765 * 915,765 — — — — Jaume Santacana Senpau (19) 771,170 * 771,170 — — — — Oriol Riba Magrazo (20) 747,071 * 747,071 — — — — David Riba Magrazo (21) 578,377 * 578,377 — — — — Marina Planas L pez (22) 554,278 * 554,278 — — — — Aleix Rull Sanahuja (23) 433,783 * 433,783 — — — — Carlos Torres Vila (24) 381,006 * 381,006 — — — — Klaus Kersting (25) 362,450 * 362,450 — — — — Leandro Mart n Sigman Gold (26) 339,074 * 339,074 — — — — Jordi Lainz Gavalda (27) 291,116 * 291,116 — — — — WABISABI INVERSION Y SERVICIOS, S.L. (28) 289,429 * 289,429 — — — — Jaime Carvajal Urquijo (29) 265,089 * 265,089 — — — — Kensington Capital Partners, LLC (30) 300,000 * 300,000 — — — Equity Trust Company Custodian FBO Justin Mirro Roth IRA C/O Justin Mirro (31) 3,227,500 2.00 % 2,227,500 1,000,000 — — — Justin E Mirro 2020 Qualified Annuity Trust DTD 6/27/2020 (32) 100,000 * 100,000 — — — — Kensington Capital Trust DTD 6/27/2020 (33) 100,000 * 100,000 — — — — Robert J. Remenar (34) 1,864,444 1.16 % 200,000 — — — — Robert J. Remenar Living Trust U/A DTD 06/09/1999 (35) 1,664,444 1.03 % 670,000 994,444 — — — Simon E. Boag (36) 1,674,444 1.04 % 10,000 — — — — Simon E Boag Trust V/A DTD 7/12/1999 As Amended (37) 1,664,444 1.03 % 670,000 994,444 — — — DEHC LLC (38) 1,299,445 * 605,000 694,445 — — — Thomas W. LaSorda (39) 543,750 * 138,750 375,000 30,000 * — IncWell TWL Investments LLC (40) 543,750 * 30,000 — — — — Name of Selling Securityholder Class A Shares Beneficially Owned Prior to the Offering As a % of Class A and Class B Shares outstanding Number of Class A Shares Being Offered Number of Private Warrants Being Offered Class A Shares Beneficially Owned After the Class A Shares are Sold Warrants Beneficially Owned After the Warrants are Sold Shares Percent Ninbeta AB (41) 1,545,000 * 745,000 800,000 — — — Mitchell I Quain Defined Benefit Pension Plan 12/31/05 (42) 346,500 * 101,500 225,000 — — — Matthew Simoncini (43) 428,750 * 153,750 275,000 — — — Donald L. Runkle and Virginia Ann Runkle, JTEN (44) 389,875 * 142,375 247,500 — — — Nicole R. Nason (45) 50,000 * 50,000 — — — — BVA Capital, LLC (46) 1,125,000 * 625,000 500,000 — — — Marc Chernoff (47) 752,500 * 440,000 — — — — MCHERNOFF MD LLC (48) 312,500 * 62,500 250,000 — — — CPCDD Group, LLC (49) 157,500 * 57,500 150,000 — — — Gerald Sweetland (50) 175,000 * 75,000 150,000 100,000 — — — Harvey Colchamiro (51) 125,000 * 12,500 50,000 — — — Maxine G. Colchamiro (52) 125,000 * 12,500 50,000 — — — Lauren M. Buttazzoni and Angelo L. Buttazzoni, JTEN (53) 337,500 * 87,500 250,000 — — — Albert Ferrara (54) 270,000 * 70,000 200,000 200,000 — — — Erich Jungwirth (55) 250,000 * 50,000 200,000 — — — John Andrew Arney (56) 300,000 * 100,000 200,000 — — — Jagdeep Singh and Roshni Singh, trustees, Singh Family Trust u/d/t 10/3/96 (57) 125,000 * 25,000 100,000 — — — Michael O. McCarthy (58) 62,500 * 12,500 50,000 — — — Kevin Hettrich (59) 62,500 * 12,500 50,000 — — — Wes Robinson and Alexandra Skellet, JTEN (60) 135,000 * 25,000 100,000 — — — Morgan Powell (61) 175,000 * 75,000 100,000 — — — Leslie Hirsch (62) 125,000 * 25,000 100,000 — — — Milius/Prigonzy 2001 Revocable Trust (63) 145,000 * 45,000 100,000 — — — Geoffrey W. Levin (64) 145,000 * 45,000 100,000 — — — Jill R. Weeks Revocable Trust (65) 250,000 * 50,000 200,000 — — — John A. Narcum and Donna L. Narcum, JTEN (66) 250,000 * 50,000 200,000 — — — Nora L. Huber (67) 207,500 * 57,500 150,000 — — — Julian Ameler (68) 10,000 * 10,000 — — — — Peter Goode (69) 50,000 * 50,000 — — — — Jock Paton (70) 5,000 * 5,000 — — — — Nickolas Vande Steeg (71) 50,000 * 50,000 — — — — Michael Weinbaum (72) 300,000 * 300,000 — — — — William E Kassling 2011 Family Trust (73) 50,000 * 50,000 — — — — Pastor Velasco (74) 80,000 * 50,000 — 30,000 — — J. Goldman Master Fund, L.P. (75) 260,208 * 200,000 — — — 60,208 Kepos Carbon Transition Master Fund L.P. (76) 119,600 * 119,600 — — — — Kepos Alpha Master Fund L.P. (77) 380,400 * 380,400 — — — — BNP Paribas Asset Management UK Ltd (78) 500,000 * 500,000 — — — — John Arney (79) 300,000 * 100,000 200,000 — — — Name of Selling Securityholder Class A Shares Beneficially Owned Prior to the Offering As a % of Class A and Class B Shares outstanding Number of Class A Shares Being Offered Number of Private Warrants Being Offered Class A Shares Beneficially Owned After the Class A Shares are Sold Warrants Beneficially Owned After the Warrants are Sold Shares Percent John A. Nacum (80) Narcum (79) 260,000 * 10,000 — — — — Lauren Buttazzoni (81) (80) 25,000 * 25,000 — — — — Junetoon Company LP (82) (81) 287,500 * 287,500 25,000 200,000 — 87,500 — — Anangu Grup S.L. (83) (82) 100,000 * 100,000 — — — — Damian Runkle (84) (83) 38,875 * 11,375 27,500 — — — Migros Pensionskasse Fonds – Aktien Welt (85) (84) 46,825 * 14,889 — 31,936 * — National Elevator Industry Health Benefit Plan (86) (85) 19,222 * 3,479 — 15,743 * — Nationwide Savings Plan (87) (86) 96,333 * 25,812 — 70,521 * — Janus Henderson Triton Fund (88) (87) 4,684,723 2.91 % 1,355,820 — 3,328,908 2.07 % Luxor Capital Partners LP (89) (88) 165,992 * 165,992 — — — — Luxor Wavefront, LP (89) (88) 32,528 * 32,528 — — — — Lugard Road Capital Master Fund, LP (89) (88) 689,180 * 689,180 — — — — Luxor Capital Partners Offshore Master Fund, LP (89) (88) 99,797 * 99,797 — — — — Luxor Capital Partners Long, LP (89) (88) 5,571 * 5,571 — — — — Luxor Gibraltar, LP - Series I (89) (88) 5,107 * 5,107 — — — — Luxor Capital Partners Long Offshore Master Fund, LP (89) (88) 1,825 * 1,825 — — — — Mitchell I. Quain (90) (89) 346,500 * 20,000 — — — — Wes Robinson (91) (90) 135,000 * 10,000 — — — — Daizoku, LLC (92) (91) 125,00 * 25,000 100,000 — — — * Represents beneficial ownership of less than one percent (1) Consists of 18,618,950 Class B Shares held of record which are convertible into 18,618,950 Class A Shares. The address of KARIEGA VENTURES, S.L. is Av. Diagonal 419, 4 Planta, Barcelona, Spain 08008. Investment and voting decisions with respect to the shares held by KARIEGA VENTURES, S.L. are made by Enric Asunci n Escorsa who has sole dispositive power over the shares owned by KARIEGA VENTURES, S.L. Mr. Asunci n is the founder and Chief Executive Officer of Wallbox.

2 unchanged paragraphs

Consists of 13,240,274 Class A Shares held of record. The address of Infisol 3000, S.L. is Calle Josep Irla i Bosch, numeros 1-3, Barcelona, Spain 08034. Investment and voting decisions with respect to the shares held by Infisol 3000, S.L. are shared by Juan-Manual Juan Manuel Soler Pujol, Pol Soler Masferrer, Daniel Soler Masferrer and Lluis Soler Masferrer. Pol Soler is a director member of the board of directors of Wallbox N.V.

64 unchanged paragraphs

Consists of 10,000 Class A Shares held of record. The address of John A. Narcum is 104 Hidden Pond Dr Chadds (81) Consists of (i) 25,000 Class A Shares held of record. The address of Lauren Buttazzoni is 6085 Idlewyle RD, Bloomfield Hills MI 58301-1449.

Consists of 119,600 Class A Shares held of record. Kepos Capital LP is the investment manager of the selling securityholder and Kepos Partners LLC is the General Partner of the selling securityholder and each may be deemed to have voting and dispositive power with respect to the shares. The general partner of Kepos Capital LP is Kepos Capital GP LLC (the “Kepos GP”) and the Managing Member of Kepos Partners LLC is Kepos Partners MM LLC (“Kepos MM”). Mark Carhart controls Kepos GP and Kepos MM and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by this selling securityholder. Mr. Carhart disclaims beneficial ownership of the shares held by the selling securityholder. The address of Kepos Capital LP and Mr. Carhart is 11 Times Square, 35th Floor, New (77) Consists of (i) 380,400 Class A Shares held of record held on behalf of BNP Paribas Funds Environmental Absolute Return Thematics. Kepos Capital LP is the investment manager of the selling securityholder and Kepos Partners LLC is the General Partner of the selling securityholder and each may be deemed to have voting and dispositive power with respect to the shares. The general partner of Kepos Capital LP is Kepos Capital GP LLC (the “Kepos GP”) and the Managing Member of Kepos Partners LLC is Kepos Partners MM LLC (“Kepos MM”). Mark Carhart controls Kepos GP and Kepos MM and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by this selling securityholder. Mr. Carhart disclaims beneficial ownership of the shares held by the selling securityholder. The address of Kepos Capital LP and Mr. Carhart is 11 Times Square, 35th Floor, New York, New York 10036 (78) Consists of (i) 500,000 Class A Shares held of record The address of BNP Paribas Asset Management UK Ltd is 5 Aldermanbury Square, London EC2V 7BP, UK. Investment and voting decisions with respect to the shares held by BNP Paribas Asset Management UK Ltd are made by Edward Lees and Ulrik Fugmaan who have sole dispositive power over such shares. Edward Lees and Ulrik Fugmaan are the Senior Portfolio Managers of the Paribas Asset Management UK Ltd. (79) Consists of (i) 100,000 10,000 Class A Shares held of record. and (ii) 200,000 Private Warrants, including 200,000 The address of John A. Narcum is 104 Hidden Pond Dr Chadds (80) Consists of (i) 25,000 Class A Shares issuable upon exercise held of such Private Warrants. record. The address of John Arney Lauren Buttazzoni is Drove House, Drove Lane Old Alesford, Hampshire 5024 9TB UK. 6085 Idlewyle RD, Bloomfield Hills MI 58301-1449.

11 unchanged paragraphs

Consists of 10,000 Class A shares held of record. The address of Wes Robinson is 33 Church St, East Hampton NY (92) (91) Consists of (i) 25,000 Class A Shares held of record and (ii) 100,000 Private Warrants, including 100,000 Class A Shares issuable upon exercise of such Private Warrants. Investment and voting decisions are made by Lawrence Sage who has sole dispositive power over such shares.

Taxation 2 changes

18 unchanged paragraphs

Definition of a U.S. Holder

For purposes of this discussion, a “U.S. Holder” is any beneficial owner of Class A Shares and/or Warrants, as the case may be, that is for U.S. federal income tax purposes:

48 unchanged paragraphs

Index to Financial Statements 58 changes

We have audited the accompanying consolidated statements of financial position of Wall Box Chargers S.L. (the “Company”) as of December 31, 2020, 2019 and January 1, 2019, the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020, 2019 and January 1, 2019, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2020, in conformity the International Financial Reporting Standards as issued by the International Accounting Standards Boards.

These consolidated financial

statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

BDO Bedrijfsrevisoren BV

Represented by Ellen Lombaerts

We have served as the

Company’s auditor since 2021.

WALL BOX CHARGERS, S.L.

Consolidated statements of financial position as at 31 December 2020 and 2019, and at 1 January 2019 (In Euros) Notes 31 December 2020 31 December 2019 1 January 2019 Assets Non-Current Assets Property, plant and equipment 5,422,319 1,392,886 907,938 Right-of-use assets 3,844,761 3,953,767 785,672 Intangible assets 22,958,386 9,886,339 3,190,466 Goodwill 6,276,040 — — Investment in joint venture — 253,486 — Non-current financial assets 864,772 331,831 217,282 Tax credit receivables 923,441 — — Total Non-Current Assets 40,289,719 15,818,309 5,101,358 Current Assets Inventories 7,244,621 3,793,116 1,195,264 Trade and other financial receivables 8,984,126 4,705,442 2,032,727 Other receivables 2,123,016 1,271,011 693,739 Other current financial assets 358,324 303,899 260,203 Advance payments 465,360 116,008 73,491 Cash and cash equivalents 22,338,021 6,447,332 2,286,852 Total Current Assets 41,513,468 16,636,808 6,542,276 Total Assets 81,803,187 32,455,117 11,643,634 Equity and Liabilities Equity Share capital 196,059 168,650 121,800 Share premium 28,725,511 17,375,992 6,178,754 Accumulated deficit (20,118,232 ) (8,716,248 ) (2,580,142 ) Other equity components 3,353,614 571,973 — Foreign currency translation reserve 76,169 (16,525 ) 2,524 Total Equity attributable to owners of the Company 12,233,121 9,383,842 3,722,936 Liabilities Non-Current Liabilities Loans and borrowings 9,744,462 5,213,389 2,568,470 Convertible bonds 26,145,982 — — Lease liabilities 9 and 13 3,433,236 3,588,084 573,650 Put option liabilities 6 and 13 6,338,520 — — Provisions 230,886 96,954 27,807 Total Non-Current Liabilities 45,893,086 8,898,427 3,169,927 Current Liabilities Loans and borrowings 12,627,970 6,562,890 2,444,427 Lease liabilities 9 and 13 684,105 424,675 212,022 Trade and other financial payables 8,899,437 6,618,614 1,867,834 Other payables 1,282,084 566,669 226,488 Contract liabilities 183,384 — — Total Current Liabilities 23,676,980 14,172,848 4,750,771 Total Liabilities 69,570,066 23,071,275 7,920,698 Total Equity and Liabilities 81,803,187 32,455,117 11,643,634 The notes form an integral part of these financial statements.

WALL BOX CHARGERS, S.L.

Consolidated statements of profit or loss and other comprehensive income for the years ended 31 December 2020 and 2019 (In Euros) Notes 31 December 2020 31 December 2019 Revenue 19,677,366 8,020,249 Changes in inventories and raw materials and consumables used (10,573,732 (3,663,974 (9,805,596 (3,916,719 (8,191,740 (5,125,236 (2,378,741 (762,706 ) Other income 288,876 80,258 Operating Loss (10,983,567 ) (5,368,128 ) Finance income 5,629 9,379 Finance costs (1,010,799 ) (266,753 ) Foreign exchange gains/(losses) (69,715 ) (102,994 ) Net Finance Costs (1,074,885 ) (360,368 ) Share of loss of equity-accounted investees (253,486 ) (407,610 ) Loss before Tax (12,311,938 ) (6,136,106 ) Income tax credit 909,954 — Loss for the Year (11,401,984 ) (6,136,106 ) Earnings per share Basic and diluted losses per share (euros per share) (29.95 ) (20.82 ) Loss for the Year (11,401,984 ) (6,136,106 ) Comprehensive income/(loss) Comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods Foreign currency translation differences, net of tax 92,694 (19,049 ) Changes in the fair value of debt instruments at fair value through other comprehensive income, net of tax 12,364 Net comprehensive income/(loss) that may be reclassified to profit or loss in subsequent periods (6,685 ) Other comprehensive income/(loss) for the year 93,532 (6,685 ) Total comprehensive loss for the year (11,308,452 ) (6,142,791 ) The notes form an integral part of these financial statements.

WALL BOX CHARGERS, S.L.

Consolidated statements of changes in equity for the years ended 31 December 2020 and 2019 (In Euros) Attributable to owners of the Company Notes Share capital Share premium Accumulated deficit Other equity components Foreign currency translation reserve Total equity Balance at 1 January 2019 121,800 6,178,754 (2,580,142 ) — 2,524 3,722,936 Total comprehensive income/(loss) for the year Loss for the year — — (6,136,106 ) — — (6,136,106 ) Comprehensive income/(loss) for the year — — — 12,364 (19,049 ) (6,685 ) Total comprehensive income for the year — — (6,136,106 ) 12,364 (19,049 ) (6,142,791 ) Transactions with owners of the Company Contributions of equity 46,850 11,197,238 — — — 11,244,088 Share based payments — — — 559,609 — 559,609 Total contributions and distributions 46,850 11,197,238 — 559,609 — 11,803,697 Total transactions with owners of the Company 46,850 11,197,238 (6,136,106 ) 571,973 (19,049 ) 5,660,906 Balance at 31 December 2019 168,650 17,375,992 (8,716,248 ) 571,973 (16,525 ) 9,383,842 Total comprehensive income/(loss) for the year Loss for the year — — (11,401,984 ) — — (11,401,984 ) Comprehensive income/(loss) for the year — — — 92,694 93,532 Total comprehensive income for the year — — (11,401,984 ) 92,694 (11,308,452 ) Transactions with owners of the Company Contributions of equity 27,409 11,349,519 — — — 11,376,928 Share based payments — — — 2,780,803 — 2,780,803 Total contributions and distributions 27,409 11,349,519 — 2,780,803 — 14,157,731 Total transactions with owners of the Company 27,409 11,349,519 (11,401,984 ) 2,781,641 92,694 2,849,279 Balance at 31 December 2020 196,059 28,725,511 (20,118,232 ) 3,353,614 76,169 12,233,121 The notes form an integral part of these financial statements.

WALL BOX CHARGERS, S.L.

Consolidated statements of cash flows for the years ended 31 December 2020 and 2019 (In Euros) Notes 31 December 2020 31 December 2019 Cash flows from Operating Activities Loss for the Year (11,401,984 ) (6,136,106 ) Adjustments for:

Amortisation and depreciation

Expected credit loss for trade and other receivables

Others impairments and losses

Credit insurance warranty

Share of loss of equity accounted associates

Change in provisions

Share based payments expense

Exchange differences

- trade and other financial receivables

- trade and other financial payables

- contract liabilities

Net cash used in operating activities

Cash flows from Investing Activities

Acquisition of property, plant and equipment

Acquisition of intangible assets

Investment on Joint Venture

Loans granted to Joint Venture

Other financial assets

Acquisition of subsidiaries, net of cash acquired

Net cash used in investing activities

Cash flows from Financing Activities

Proceeds from issuing equity instruments

Gross proceeds from loans and borrowings

Proceeds from convertible bonds

Proceeds from shareholders loan

Principal paid on lease liabilities

Interest paid on lease liabilities

Gross repayments of loans and borrowings

Net cash from financing activities

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of year

Exchange gains/(losses)

Cash and cash equivalents at 31 December

The notes form an integral part of these financial statements.

WALL BOX CHARGERS, S.L.

Audited Financial Statements of Kensington Capital Acquisition Corp. II:

Report of Independent Registered Public Accounting Firm

Balance Sheet as of January 8, 2021

Statement of Operations for the period from January

4, 2021 (inception) through January 8, 2021

Statement of Changes in Stockholders’ Equity for the period from January 4, 2021 (inception) through January 8, 2021 Statement of Cash Flows for the period from January 4, 2021 (inception) through January 8, 2021

Exhibits 2 changes

Business Combination Agreement, dated as of June

Business Combination Agreement, dated as of June 9, 2021, by and among Kensington Capital Acquisition Corp. II, Wall Box Chargers, S.L., Wallbox B.V. and Orion Merger Sub Corp. 2.2* Contribution and Exchange Agreement, dated as of June 9, 2021, by and among Wallbox B.V., Wall Box Charger, S.L. (the “Company”), the holders of the Company Ordinary Shares and the holders of the Company Convertible Loans.

18 unchanged paragraphs

Undertakings 2 changes

15 unchanged paragraphs

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Barcelona on the 1st 10th day of November, 2021.

14 unchanged paragraphs

Pursuant to the requirement of the Securities Act, the undersigned, the duly authorized representative in the United States of Wallbox N.V., has signed this registration statement on the 1st 10th day of November, 2021.

2 unchanged paragraphs