Wallbox: securities offering

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As filed with the U.S. Securities and Exchange Commission on November 10, 2021. July 31, 2026

Registration No. 333-260652 333-

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Name of Registrant as specified in its charter)

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W. El Camino Real, Suite 180

Mountain View, CA 94040

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Latham & Watkins LLP

811 Main Street, Suite 3700

Jose Antonio S nchez

Latham & Watkins LLP

Plaza de la Independencia 6

Hugo Hern ndez-Mancha

Gibson, Dunn & Crutcher LLP

Telephone House, 2-4 Temple Avenue

Temple, London EC4Y OHB

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Securities Act of 1933, check the following box. ☒

Securities Act of 1933. Emerging growth company ☒

Approximate date of commencement of proposed sale to the public: As soon as practicable From time to time after the effective date of this registration statement. becomes effective.

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

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

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

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

If this Form is a post-effective

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

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

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CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered

Class A ordinary shares, nominal value of €0.12

per share (“Class A Shares”)

Class A Shares underlying warrants

Class A Shares underlying warrants

Warrants to purchase Class A Shares

Pursuant to Rule 416 under the Securities Act of 1933, as amended, includes an indeterminable number of additional Class A Shares that may be issued to prevent dilution from stock splits, stock dividends or similar transactions that could affect the Class A Shares to be offered by the selling securityholders.

Includes 11,100,000 Class A ordinary shares, nominal value of €0.12 per share (“Class A

Shares”) of the registrant Wallbox N.V., a Dutch public limited liability company ( naamloze vennootschap ) (the “Company”) that were issued to certain securityholders in connection with the closing of a private placement offering concurrent with the closing of the Business Combination (the “PIPE Shares”). These shares are being registered for resale on this Registration Statement.

Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by (4)

Estimated solely to calculate the registration fee in accordance with Rule 457(c) of the Securities Act on the basis of $10.90 per share, which is the average of the high ($11.30) and low ($10.50) sales prices of the Class A Shares as reported on the New York Stock Exchange on October 25, 2021.

Includes the issuance and subsequent resale of 23,250,793 Class A Shares issuable upon conversion of

Class B ordinary shares, nominal value of €1.20 per share (“Class B Shares”).

Includes 106,778,437 Class A Shares that were issued on completion of the Business Combination (the

“Business Combination”) between the Company, Kensington Capital Acquisition Corp. II, a Delaware corporation, Wallbox B.V., a private company with limited liability incorporated under the Laws of the Netherlands ( besloten vennootschap ) to holders of the capital stock of Wallbox Chargers, S.L., a Spanish limited liability company ( sociedad limitada ). These shares are being registered for resale on this Registration Statement.

Includes 5,750,000 Class A Shares issued to Kensington Capital Sponsor II LLC in connection with the

Business Combination. These shares are being registered for resale on this Registration Statement.

Includes up to 5,750,000 Class A Shares that are issuable upon the exercise of 5,750,000 warrants (the

“Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued to public shareholders of Kensington Capital Acquisition Corp. II (“Kensington”) in its initial public offering (“IPO”), and which were assumed by the Company at the closing of the Business Combination and converted into warrants to purchase Class A Shares of the Company at an exercise price of $11.50 per Class A Share.

Pursuant to Rules 457(c), 457(f)(1) and 457(f)(3) promulgated under the Securities Act and solely for the purpose of calculating the registration fee, the proposed aggregate maximum offering price is the product of (i) the sum of (A) $1.54 (rounded up from the average of the high ($1.6699) and low ($1.40) prices of the Public Warrants as reported on the NYSE on October 25, 2021) and (B) $11.50, the exercise price of the Warrants, resulting in a combined maximum offering price per warrant of $13.04, multiplied by (ii) the applicable number of Warrants. Consistent with the response to

Question 240.06 of the Securities Act Rules Compliance and Disclosure Interpretations, the registration fee with respect to the Warrants has been allocated to the underlying Class A Shares and those Class A Shares are included in the registration fee.

Includes up to 8,933,333 Class A Shares that are issuable upon the exercise 8,933,333 warrants originally issued by Kensington in a private placement transaction in connection with the IPO or upon conversion of certain working capital loans, and which were assumed by the Company at the closing of the Business Combination and converted into warrants to purchase Class A Shares of the Company at an exercise price of $11.50 per Class A Share (the “Private Warrants”).

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.

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

The information in this preliminary prospectus is not complete and may be changed.

† The term "new or revised financial accounting standard" refers to any update issued by the Financial Accounting Standards Board to its

Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 as amended (the “Securities Act”), or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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

Subject to Completion, dated November 10, 2021 July 31, 2026.

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Up to 146,879,230 Class A Shares

Up to 14,683,333 Class A Shares Issuable Upon Exercise of Warrants relates to the issuance by us of an aggregate of up to 37,934,126 of our Class A ordinary shares, nominal value of €0.12 per share (“Class A Shares”) of the registrant Wallbox N.V., a Dutch public limited liability company ( naamloze vennootschap ) (the “Company”), which consists of up to (i) 23,250,793 Class A Shares issuable upon conversion of our 23,250,793 outstanding Class B ordinary shares, nominal value of €1.20 per share (“Class B Shares”), (ii) 8,933,333 Class A Shares issuable upon the exercise of 8,933,333 warrants (the “Private Warrants”) originally issued by Kensington in a private placement transaction in connection with the initial public offering (“IPO”) of Kensington Capital Acquisition Corp. II, a Delaware corporation (“Kensington”), or upon conversion of certain working capital loans and which were assumed by the Company at the closing of the Business Combination (as defined below) and converted into warrants to purchase Class A Shares of the Company at an exercise price of $11.50 per Class A Share and (iii) up to 5,750,000 Class A Shares that are issuable upon the exercise of 5,750,000 warrants (the “Public Warrants” and, together with the Private Warrants, the “Warrants”) originally issued to public shareholders of Kensington in its IPO, and which were assumed by the Company at the closing of the Business Combination and converted into warrants to purchase Class A Shares of the Company at an exercise price of $11.50 per Class A Share.

This prospectus also relates to the offer and sale from time to time by the selling securityholders or their permitted transferees (collectively, the “selling securityholders”) of (a) up to 144,712,563 of our Class A Shares, consisting of up to (i) 112,528,437 Class A Shares that were issued on completion of the Business Combination, (ii) 11,100,000 Class A Shares issued to certain securityholders in connection with the closing of a private placement offering concurrent with the closing of the Business Combination (the “PIPE Shares”), (iii) 23,250,793

Class A Shares issuable upon conversion of our outstanding Class B Shares, (iv) 8,933,333 Class A Shares issuable upon exercise of the Private Warrants and (b) up to 8,933,333 Private Warrants. This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions.

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

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

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

We are an “emerging growth

company” as that term is defined in the Jumpstart Our Business Startups Act of 2012 and, as such, are subject to reduced public company reporting requirements.

Our principal executive offices are located at Carrer del Foc, 68, Barcelona, Spain 08038.

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

Summary Consolidated Historical and Other Financial

Summary Unaudited Pro Forma Condensed Combined Financial

Up to 10,521,967 Class A Shares

Up to 3,531,696 Class A Shares Issuable upon Exercise of the Warrants

This prospectus relates to the offer and sale from time to time in one or more offerings by the selling securityholders named in this prospectus or their permitted transferees (collectively, the "selling securityholders") of up to 13,901,377 Class A ordinary shares, nominal value of €2.40 per share ("Class A Shares"), of Wallbox N.V., a Dutch public limited liability company ( naamloze vennootschap ) (the "Company"), which consists of up to (i) 10,369,681 Class A Shares issued to certain selling securityholders in connection with the closings on July 1, 2026,

June 30, 2026, February 21, 2025, June 2, 2025 and June 17, 2025 of private placement offerings (the "PIPEs" and such shares, the "PIPE Shares") and (ii) 3,531,696 shares (the "Warrant Shares"

and, together with the PIPE Shares, the "Resale Shares") issuable upon the exercise of (A) 3,301,758 warrants issued to certain selling securityholders in connection with the June 2026 PIPE (as defined herein) pursuant to the warrant agreements (the "2026 Warrant Agreements") and (B) 229,938 warrants issued to Generac Power Systems, Inc. ("Generac") pursuant to the warrant agreement entered into in 2025 (the "2025 Warrant Agreement" and, together with the 2026 Warrant Agreements, the "Warrant Agreements", and the warrants issued thereunder, collectively, the "Warrants").

In addition, the Company is offering up to 152,286 Class A Shares pursuant to a settlement agreement in lieu of a cash payment, which will be offered at a price calculated by dividing the settlement amount by the volume-weighted average price ("VWAP") of the Class A shares in the capital of the Company over the five (5) consecutive trading days beginning on the first trading day immediately following the date on which the registration statement on this Form F-1 is declared effective by the U.S. Securities and Exchange Commission, rounded up to the nearest whole share, subject to a minimum issue price equal to the United States dollar equivalent of the €2.40 nominal value of each Class A Share (the "Settlement Shares").

This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions. We are registering the securities described above Resale Shares for resale pursuant to among other things, the selling securityholders' registration rights under certain of the agreements between us and the selling securityholders. Our registration of the securities Resale Shares covered by this prospectus does not mean that either we or the selling securityholders will issue, offer or sell, as applicable, any of the securities. The selling securityholders may offer and sell the securities Resale Shares covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling securityholders may sell the Class A Resale Shares or Private Warrants in the section entitled “ "Plan of Distribution." .” will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled “ Plan of Distribution .”

We will not receive any of the proceeds from the sale of PIPE Shares by the selling securityholders or the offering of Settlement Shares pursuant to this prospectus. Upon any exercise of the Warrants by payment of cash, however, we will receive the cash exercise price paid by the holder of the Warrants. We intend to use those proceeds, if any, for general corporate purposes. However, we may pay certain expenses, other than any underwriting discounts and commissions, associated with the sale of securities pursuant to this prospectus. We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in the section entitled "Plan of Distribution."

INVESTING IN OUR SECURITIES INVOLVES RISKS. SEE THE " RISK FACTORS " ON PAGE 8 OF THIS PROSPECTUS

AND ANY SIMILAR SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT AND ANY DOCUMENTS INCORPORATED BY REFERENCE THEREIN CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.

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and 100 more changes in the filing

The offering 18 changes

Class A Shares offered by us

(i) 23,250,793 Class A Shares issuable upon conversion of our 23,250,793 outstanding Class B Shares, (ii) 8,933,333 Class A Shares issuable upon the exercise of 8,933,333 warrants and (iii) up to 5,750,000 Class A Shares that are issuable upon the exercise of 5,750,000 Public Warrants.

Class A Shares outstanding prior to exercise of all Warrants

137,739,755 Class A Shares (or 160,990,548 Class A Shares, assuming conversion of all outstanding Class B Shares), based on total shares outstanding as of October 26, 2021 Class A Shares outstanding assuming exercise of all Warrants 152,423,088 Class A Shares (or 175,673,881 Class A Shares, assuming conversion of all outstanding Class B Shares), based on total shares outstanding as of October 26, 2021 Exercise Price of Warrants Warrants: $11.50 per share, subject to adjustments described herein Use of Proceeds We will receive up to an aggregate of approximately $168 million from the exercise of the Warrants, assuming the exercise in full of all of the Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants for general corporate purposes. See “ Use of Proceeds .” Resale of Class A Shares and Private Warrants Class A Shares that may be offered and sold from time to time by the selling securityholders (i) 144,712,563 Class A Shares that were issued on completion of the Business Combination, (ii) 11,100,000 Class A Shares issued to certain securityholders in connection with the closing of a private placement offering concurrent with the closing of the Business Combination (the “PIPE Shares”), (iii) 23,250,793 Class A Shares issuable upon conversion of our outstanding Class B Shares and (iv) 8,933,333 Class A Shares issuable upon exercise of the Private Warrants Warrants offered by the selling securityholders 8,933,333 Private Warrants Redemption The Private Warrants are redeemable in certain circumstances. See “ Description of Securities—Warrants ” for further discussion.

SUMMARY HISTORICAL CONSOLIDATED FINANCIAL INFORMATION

The following table shows summary historical financial information of Wallbox S.L. for the periods and as of the dates indicated.

The summary historical financial information of Wallbox S.L. as of and for the years ended December 31, 2020 and 2019 was derived from the audited historical consolidated financial statements of Wallbox S.L. included elsewhere in this prospectus. The summary historical financial information of Wallbox S.L. for the six months ended June 30, 2021 and 2020 was derived from the unaudited interim condense consolidated statements of Wallbox S.L. included elsewhere in this prospectus.

The following summary

historical financial information should be read together with the consolidated financial statements and accompanying notes and “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” appearing elsewhere in this prospectus. The financial summary historical financial information in this section is not intended to replace Wallbox S.L.’s consolidated financial statements and the related notes. Wallbox S.L.’s historical results are not necessarily indicative of Wallbox’s future results.

For the Six Months Ended,

(in thousands, except per share data)

Consolidated Statement of Profit or Loss Data

Change in inventories and raw materials and consumables used (10,574 (3,664 (14,515 (2,432 (9,805 (3,916 (11,836 (4,239 (8,192 (5,125 (11,677 (3,087 (2,379 (763 (3,282 (1,019 ) Other income Operating loss (10,984 ) (5,368 ) (13,312 ) (4,789 ) Finance income — Finance costs (1,011 ) (267 ) (26,070 ) (296 ) Foreign exchange gains (losses) (70 ) (103 ) (7 ) Net finance costs (1,075 ) (360 ) (25,809 ) (303 ) Share of loss of equity-accounted investees (253 ) (408 ) — (198 ) Loss before tax (12,312 ) (6,136 ) (39,121 ) (5,290 ) Income/(expense) tax credit — (10 ) Loss for the year € (11,402 ) € (6,136 ) € (38,406 ) € (5,300 ) Basic and diluted losses per share € (29.95 ) € (20.82 ) € (97.94 ) € (15.01 ) As of December 31, As of June 30, 2020 2019 2021 Unaudited (in thousands, except per share data) Consolidated Statement of Financial Position Data Cash and cash equivalents € 22,338 € 6,447 € 26,558 Net working capital (1) € 17,836 € 2,464 € (9,728 ) Total assets € 81,803 € 32,455 € 135,538 Total liabilities € 69,570 € 23,071 € 160,850 Total equity € 12,233 € 9,384 € (25,311 ) For the Year Ended, December 31, For the Six Months Ended, June 30, 2020 2019 2021 2020 (in thousands, except per share data) Consolidated Statement of Cash Flows Data Net cash used in operating activities € (11,588 ) € (5,421 ) € (16,867 ) € (5,369 ) Net cash used in investing activities € (19,359 ) € (7,904 ) € (16,417 ) € (6,407 ) Net cash from financing activities € 46,745 € 17,505 € 37,428 € 14,390 (1) Net working capital is comprised of Total Current Assets less Total Current Liabilities.

Issuance Resale of Class A Shares

Class A Shares that may be offered and sold from

time to time by the selling securityholders

(i) 10,369,681 Class A Shares issued to the PIPE Investors, (ii) 3,531,696 Class A Shares issuable upon the exercise of 3,531,696 Warrants issued to the June 2026 PIPE Investors and Generac (under the 2025 Warrant Agreement) (iii) up to 152,286 Settlement Shares.

All of the Class A Shares and Private Warrants offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any of the proceeds from such sales of the PIPE Shares or the Settlement Shares; however, we expect we would receive up to approximately $23 million from the exercise of the Warrants, if exercised at all, unless such Warrants were exercised on a "cashless" basis. We intend to use those proceeds, if any, for general corporate purposes.

Risk factors 338 changes

Wallbox will face a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained in this prospectus, you should carefully consider the material risks described below. You should read and consider the other information in this prospectus.

Risks Related to Wallbox’s Business

is an early stage company with a history of operating losses, and expects to incur significant expenses and continuing losses at least for the near and medium-term.

Wallbox has a history of operating losses and negative operating cash flows. Wallbox incurred a net loss of €11.4 million for the year ended December 31, 2020 and €38.4 million for the six months ended June 30, 2021 and, as of June 30, 2021, had an accumulated deficit of €58.5 million. Wallbox believes it will continue to incur operating and net losses at least for the medium term. A significant portion of Wallbox’s operating expenses are fixed. Wallbox anticipates, due to increased administrative expenses associated with Wallbox’s US listing and related regulations, it will again operate at a loss. Additional losses would impair Wallbox’s liquidity and may require us to raise additional capital or to curtail certain of Wallbox’s operations in an effort to preserve capital. Incurring additional losses could also erode investor confidence in Wallbox’s ability to manage Wallbox’s business effectively and result in a decline in the price of Shares. Even if Wallbox achieves profitability, there can be no assurance that it will be able to maintain profitability in the future. Wallbox may need to raise additional financing through loans, securities offerings or additional investments in order to fund its ongoing operations. There is no assurance that Wallbox will be able to obtain such additional financing or that it will be able to obtain such additional financing on favorable terms.

Wallbox’s growth and success is highly

correlated with and thus dependent upon the continuing rapid adoption of, and demand for EVs. Among other things, changes to fuel economy standards or the success of alternative fuels, or changes to rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging technology, may negatively impact the EV market and thus the demand for Wallbox’s products and services.

Wallbox’s potential profitability and growth is highly dependent upon the continued adoption of Electric Vehicles (“EVs”) by businesses, consumers and fleet operators continued support from regulatory programs and in each case, the use of Wallbox’s chargers and charging stations, any of which may not occur at the levels Wallbox currently anticipates or at all. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, increasing consumer choice as it relates to available EV models, their pricing and performance, evolving government regulation and industry standards, changing consumer preferences and behaviors, intensifying levels of concern related to environmental issues, and governmental initiatives related to climate change and the environment generally. Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand. Residential, commercial and public charging may not develop as expected and may fail to attract projected market share of total EV charging. If the market for EVs develops more slowly than expected, or if demand for EVs decreases, Wallbox’s growth would be reduced and its business, prospects, financial condition and operating results would be harmed. The market for EVs could be affected by numerous factors, such as:

perceptions about EV features, quality, driver experience, safety, performance and cost;

perceptions about the limited range over which EVs may be driven on a single battery charge and about availability and access to sufficient public EV charging stations;

competition, including from other types of alternative fuel vehicles (such as hydrogen fuel cell vehicles), plug-in hybrid EVs and high fuel-economy internal combustion engine (“ICE”) vehicles;

increases in fuel efficiency in legacy ICE and hybrid vehicles;

volatility in the price of gasoline and diesel at the pump;

EV supply chain disruptions including but not limited to availability of certain components (e.g. semiconductors), ability of EV OEMs to ramp-up EV production, availability of batteries, and battery materials;

concerns regarding the stability of the electrical grid;

the decline of an EV battery’s ability to hold a charge over time;

availability of service for EVs;

consumers’ perception about the convenience, speed, and cost of EV charging;

government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;

relaxation of government mandates or quotas regarding the sale of EVs;

the number, price and variety of EV models available for purchase; and concerns about the future viability of EV manufacturers.

In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they can be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and Wallbox’s products and services in particular.

While many global OEMs and several new market entrants have

announced plans for new EV models, the lineup of EV models with increasing charging needs expected to come to market over the next several years may not materialize in that timeframe or may fail to attract sufficient customer demand. Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect Wallbox’s business, financial condition and operating results.

As regulatory initiatives have required an increase in the mileage capabilities of cars and consumption of renewable transportation fuels, such as ethanol and biodiesel, consumer acceptance of EVs and other alternative vehicles has been increasing. However, the EV fueling model is different from gasoline and other fuel models, requiring behavior changes and education of businesses, consumers, regulatory bodies, local utilities, and other stakeholders. Further developments in, and improvements in affordability of, alternative technologies, such as renewable diesel, biodiesel, ethanol, hydrogen fuel cells or compressed natural gas, proliferation of hybrid powertrains involving such alternative fuels, or improvements in the fuel economy of the ICE vehicles, whether as the result of regulation or otherwise, may materially and adversely affect demand for EVs and EV charging stations in some market verticals. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs. Local jurisdictions may also impose restrictions on urban driving due to congestion, which may prioritize and accelerate micromobility trends and slow EV adoption growth. If any of the above cause or contribute to automakers reducing the availability of EV models or cause or contribute to consumers or businesses to no longer purchase EVs or purchase fewer of them, it would materially and adversely affect Wallbox’s business, operating results, financial condition and prospects.

The U.S. federal government, European states and some state and local governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits, and other financial and behavioral incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations. However, these incentives may expire on a particular date, end when the allocated funding is exhausted, or be reduced or terminated as a matter of regulatory or legislative policy. Any reduction in rebates, tax credits or other financial incentives could negatively affect the EV market and adversely impact Wallbox’s business operations and expansion potential. Furthermore, new tariffs and policy incentives could be put in place by the Biden Administration that favor equipment manufactured by or assembled at American factories, which may put Wallbox at a competitive disadvantage if it is not able to develop its U.S. manufacturing capacity on the timelines it currently expects or at all, including by increasing the cost or delaying the availability of charging equipment, by challenging or eliminating Wallbox’s ability to apply or qualify for grants and other government incentives, or by disqualifying Wallbox from the ability to compete for certain charging infrastructure buildout solicitations and programs, including those initiated by federal government agencies.

Similarly, even if new legislation incentivizes EV adoption, Wallbox cannot predict what form such incentives may take at this time. If Wallbox is not eligible for grants or other incentives under such programs, while Wallbox’s competitors are, it may adversely affect Wallbox’s competitiveness or results of operation.

Wallbox has experienced rapid growth and expects to invest in its growth for the foreseeable future. If Wallbox fails to manage growth effectively, its business, operating results and financial condition would be adversely affected.

Wallbox has experienced rapid growth in recent

periods. For example, Wallbox’s revenues for the year ended December 31, 2020 have grown 145% as compared to the year ended December 31, 2019, and for the six months ended June 30, 2021 have grown 358% as compared to the six months ended June 30, 2020. The expected continued growth and expansion of Wallbox’s business may place a significant strain on management, business operations, financial condition and infrastructure and corporate culture.

With continued growth, Wallbox’s information technology systems and Wallbox’s internal control over financial reporting and procedures may not be adequate to support its operations and may allow data security incidents that may interrupt business operations and allow third parties to obtain unauthorized access to business information or misappropriate funds. Wallbox may also face risks to the extent such third parties infiltrate the information technology infrastructure of its contractors.

growth in operations and personnel, Wallbox will need to continue to improve its operational, financial and management controls and reporting systems and procedures. Failure to manage growth effectively could result in difficulty or delays in attracting new customers, declines in quality or customer satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of customers, information security vulnerabilities or other operational difficulties, any of which could adversely affect Wallbox’s business performance and operating results. Wallbox’s strategy is based on a combination of growth and maintenance of strong performance, and any inability to scale, maintain customer experience related to its charging products or charging stations may impact Wallbox’s growth trajectory and results of operations.

Wallbox’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.

Estimates of future EV adoption and the total addressable market for Wallbox’s products and services are included in this prospectus.

Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the COVID-19 pandemic. The estimates and forecasts included in this prospectus relating to the size and expected growth of the target market, market demand and EV adoption may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity for public and residential charging or Wallbox’s market share related to that opportunity are difficult to predict. The estimated addressable market may not materialize in the timeframe of the projections included herein, if ever, and even if the markets meet the size estimates and growth estimates presented in this prospectus, Wallbox’s business could fail to grow at similar rates.

Wallbox currently faces competition from a number of companies and expects to continue to face significant competition in each of its markets in the future.

The EV charging market is relatively new and Wallbox currently faces competition from a number of EV charging companies and may face increasing competition from other competitors that may enter the space including but not limited to OEMs, utilities, tech companies, solar companies that branch into EV charging, other new entrants. The principal competitive factors in the industry include consumer awareness and brand recognition of Wallbox’s residential charging products; technical features of chargers in respect of both hardware and software; relationships with localities and utilities; charger connectivity to EVs and ability to charge all standards; software-enabled services offering and overall customer experience; brand, track record and reputation; access to component vendors and OEMs, service providers, installation professionals; and policy incentives and pricing.

Wallbox has varying levels of penetration in its markets and those markets are characterized by unique competitive dynamics. For example, the European EV charging market can be characterized as fragmented. There are many small and local players, with only a limited number of parties having sufficient scale and funding to be competitive in the long term. Especially due to the strong government incentives currently in place, EV sales are expected to increase rapidly in Europe. From a competitive perspective, the North American market has high barriers to entry due to strict certification and validation requirements. Therefore, this market differs from Europe as the market is less fragmented with only a few large players. Similar to the European market, the APAC market can be characterized as a highly fragmented market with less than a handful of players that have gained significant scale in the industry. From a technology and pricing perspective, EV charging solutions in APAC are cost-competitive as they can be manufactured at a lower cost point. Wallbox’s growth in each of its markets requires differentiating itself as compared to its competition. If Wallbox is unable to penetrate, or further penetrate, the market in each of the geographies in which it operates or intends to operate, its future revenue growth and profits may be impacted. In addition, there are competitors, in particular those with limited funding, experience or commitment to quality assurance, which could cause poor experiences, hampering overall EV adoption or trust in any particular provider. Further, Wallbox’s current or potential competitors may be acquired by third parties with different commercial objectives and imperatives and greater available resources.

Additionally, future changes in charging preferences; the development of inductive EV charging capabilities; battery chemistries, ultralong-range batteries or energy storage technologies, industry standards or applications; driver behavior or battery EV efficiency may develop in ways that limit Wallbox’s future share gains in certain high promising markets or slow the growth of Wallbox’s addressable market. Wallbox may face competition from other EV charging technologies, such as battery swapping technology or wireless / inductive charging, or technologies which may be developed in the future.

Competitors may be able to respond more quickly and effectively than Wallbox to new or changing opportunities, technologies, standards or customer requirements, and may be better equipped to initiate or withstand substantial price competition.

The EV charging business may become more competitive, pressuring future increases in utilization and margins. Competition is still developing and is expected to increase as the number of EVs sold increases. New competitors or alliances may emerge in the future that secure greater market share, have proprietary technologies that drivers prefer, more effective marketing abilities and/or face different financial hurdles, which could put Wallbox at a competitive disadvantage.

Further, Wallbox’s current strategic

initiatives may fail to result in a sustainable competitive advantage for Wallbox. Future competitors could also be better positioned to serve certain segments of Wallbox’s current or future target markets, which could create price pressure or erode Wallbox’s market share. In light of these factors, current or potential customers may utilize charging services of competitors. If Wallbox fails to adapt to changing market conditions or continue to compete successfully with current charging product providers or new competitors, its growth will be inhibited, adversely affecting its business and results of operations.

Wallbox faces risks related to health pandemics, including the COVID-19 pandemic, which could have a material adverse effect on its business, operating results and financial condition.

On March 11, 2020, the World

Health Organization upgraded the emergency public healthcare situation triggered by the outbreak of Coronavirus disease 2019 (COVID-19) to an international pandemic. The unfolding of events in Spain and worldwide, has led to an unprecedented health crisis, which has had an impact on the macroeconomic climate and on business performance. In order to confront this situation, a series of measures were adopted in 2020 to address the economic and social impacts of COVID-19 which have led to mobility restrictions on the population. In particular, amongst other measures, governments worldwide have declared states of emergency or similar measures that have imposed restrictions on the movement of people and on the opening hours of businesses, severely impacting local economies. These kinds of restrictions continue to be applied in the majority of the countries in which Wallbox operates.

The impact of COVID-19, including changes in consumer and business behavior, pandemic fears and market downturns and restrictions on business and individual activities, has created significant volatility in the global and domestic economies and led to reduced economic activity. Additionally, the spread of COVID-19 has created charging equipment supply chain and shipping constraints. COVID-19 has also disrupted the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers and has led to a decrease in vehicle sales, including EV sales, in markets around the world, and the accompanying demand for Wallbox charging products and services. Any sustained downturn in demand for EVs would harm Wallbox’s business and negatively impact growth.

The pandemic has resulted in government authorities implementing numerous measures to try to contain COVID-19, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders, and business shutdowns. These measures adversely impact Wallbox’s employees and operations and the operations of its customers, suppliers, vendors and business partners and negatively impact demand for EV charging. These measures by government authorities may remain in place for a significant period of time and may adversely affect manufacturing and building plans, sales and marketing activities, business and results of operations.

Wallbox may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, customers, suppliers, vendors and business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed by COVID-19 or otherwise be satisfactory to government authorities. If significant portions of Wallbox’s workforce are unable to work effectively, including due to illness, quarantines, social distancing, government actions or other restrictions in connection with the COVID-19 pandemic, its operations will be negatively impacted. Furthermore, if significant portions of its customers are subject to stay at home orders or otherwise work remotely or are not travelling via EV for sustained periods of time, user demand for charging and services will decline.

The extent to which the COVID-19 pandemic impacts Wallbox’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration, spread and severity of the pandemic, the actions to contain COVID-19 or treat its impact, and when and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of customers, suppliers, vendors, OEMs, utilities and business partners to perform, including third party suppliers’ ability to provide components and materials used in charging products and stations or in providing installation or maintenance services. Even after the COVID-19 pandemic has subsided, Wallbox may continue to experience an adverse impact to its business as a result of the pandemic’s global economic impact, including any recession that has occurred or may occur in the future. Specifically, difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in consumer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand for Wallbox’s products and services.

A loss or disruption with respect to Wallbox’s supply or manufacturing partners could negatively affect Wallbox’s business.

Wallbox relies on a limited number of vendors and OEMs for manufacturing of components of its charging products which at this stage of the industry is unique to each supplier and thus singularly sourced with respect to components. This reliance on a limited number of vendors and OEMs increases Wallbox’s risks, since, for a select number of its components, it does not currently have proven reliable alternative or replacement vendors beyond these key parties. In the event of production interruptions or supply chain disruptions including but not limited to availability of certain key components such as semiconductors, which have recently experienced supply shortages that have significantly affected the overall automotive industry, Wallbox may not be able to take advantage of increased production from other sources or develop alternate or secondary vendors without incurring material additional costs and substantial delays. Thus, Wallbox’s business would be adversely affected if one or more of its vendors or OEMs is impacted by any interruption at a particular location.

As the demand for EV charging increases, vendors and OEMs may not be able to dedicate sufficient supply chain, production, or sales channel capacity to keep up with the required pace of charging product and infrastructure expansion. Global supply chains are also experiencing a period of unprecedented disruption. In addition, as the EV market grows, the industry may be exposed to deteriorating design requirements, undetected faults or the erosion of testing standards by charging equipment and component suppliers, which may adversely impact the performance, reliability and lifecycle cost of the chargers. If Wallbox or its suppliers experience a significant increase in demand, or if Wallbox needs to replace an existing supplier, it may not be possible to supplement service or replace them on acceptable terms, which may undermine its ability to make sales and timely deliveries of chargers. For example, it may take a significant amount of time to identify a vendor that has the capability and resources to supply components in sufficient volume. Identifying and approving suitable vendors could be an extensive process that requires Wallbox to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant vendor or OEM would have an adverse effect on Wallbox’s business, financial condition and operating results.

should the Biden Administration and Congress require that charging equipment be manufactured in the U.S. in order to access federal financial support or secure contracts with the federal government, Wallbox will have to source components from alternative vendors or OEMs or work with current vendors and OEMs to develop additional manufacturing capacity in the U.S. to participate in the covered federal programs.

Wallbox is dependent upon the efforts of certain key personnel. If Wallbox is unable to attract and retain key employees and hire qualified management, technical, engineering and sales and business development personnel, its ability to compete and successfully grow its business would be harmed. Furthermore, the loss of such key personnel could negatively impact the operations and financial results of Wallbox’s business.

Wallbox’s success is dependent on the continued services of certain key personnel, particularly Wallbox’s co-founders, Enric Asunci n Escorsa and Eduard Casta eda, Jordi Lainz, Wallbox’s Chief Financial Officer and Oriol Riba, Wallbox’s Chief Operations Officer. From time to time, there may be changes in Wallbox’s executive management team resulting from the hiring or departure of executives, which could disrupt Wallbox’s business. The replacement of one or more of Wallbox’s executive officers or other key employees would likely involve significant time and costs and may significantly delay or prevent the achievement of Wallbox’s business objectives. Wallbox also does not maintain any key person life insurance policies.

To continue to execute Wallbox’s growth strategy, it also must attract and retain highly skilled personnel. Competition is intense for qualified professionals. Wallbox may experience difficulty in hiring and retaining highly skilled personnel with appropriate qualifications. The pool of qualified personnel with experience working in Wallbox’s market is limited overall. In addition, many of the companies with which Wallbox competes for experienced personnel have greater resources.

Volatility in the price of shares may, therefore, negatively impact Wallbox’s ability to attract or retain highly skilled personnel.

Further, the requirement to expense stock options and other equity-based compensation may discourage Wallbox from granting the size or type of stock option or equity awards that job candidates require to join Wallbox. Failure to attract new personnel or failure to retain and motivate Wallbox’s current personnel, could harm Wallbox’s business.

Wallbox’s future success depends on its ability to continue to attract, retain and motivate highly skilled employees, software engineers and other employees with the technical skills in design and engineering that will enable us to deliver quality EV charging products and energy management solutions. Competition for highly skilled employees in Wallbox’s industry is intense, and it expects certain of its key competitors, who generally are larger than Wallbox and have access to more substantial resources, to pursue top talent even more aggressively.

Wallbox’s success depends, in part, on its continuing

ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to do so effectively would adversely affect its business. Competition for employees can be intense and the ability to attract, hire and retain them depends on Wallbox’s ability to provide meaningful work at competitive compensation. Wallbox may not be able to attract, assimilate, develop or retain qualified personnel in the future, and failure to do so would adversely affect its business, including the execution of its global business strategy.

Wallbox’s customers are not under long-term contract and its customer orders may fluctuate.

Wallbox does not have commitments greater than one year from any of its customers, and it may not be able to retain customers or attract new customers that provide it with revenue that is comparable to the revenue generated by any customers it may lose. The duration of the contracts Wallbox does have with its distribution partners is typically one year and such contracts may contain termination clauses and do not provide for minimum volumes or other commitments to purchase Wallbox’s chargers. Additionally, many of the orders for future deliveries of Wallbox’s Supernova charging station are currently under non-binding letters of intent and may not provide the same level of certainty as if such orders were under binding contracts. Wallbox’s distributor, reseller, and installer customers, which account for approximately 40% of its sales, place orders with it on an ad hoc basis and direct sales made directly through Wallbox’s website or via Amazon account for approximately 20% of its sales. Because Wallbox’s customers do not have long-term contracts, it may be difficult for Wallbox to accurately predict future revenue streams. Wallbox cannot provide assurance that current customers will continue to use its products or services or that it will be able to replace departing customers with new customers that provide it with comparable revenue. Wallbox also has in the past experienced customer concentration, with Iberdrola representing greater than 10% of its revenues in the year ended December 31, 2019.

The loss of a key customer, including but not limited to Iberdrola, could have a material impact on Wallbox’s business.

expend resources to maintain consumer awareness of its brands, build brand loyalty and generate interest in its products. Failure to effectively expand Wallbox’s sales and marketing capabilities could harm its ability to increase or maintain its customer base and achieve broader market acceptance of its products.

Wallbox’s ability to grow its customer base, achieve

broader market acceptance, grow revenue, and achieve and sustain profitability will depend, to a significant extent, on its ability to effectively expand its sales and marketing operations and activities, which will require significant investment.

Wallbox had approximately

€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 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.

Wallbox’s business model is predicated on the presence of qualified and capable installation professionals in the new markets it intends to enter. There is no guarantee that there will be an adequate supply of such partners. A shortage in the number of qualified contractors may impact the viability of the business plan, increase risks around the quality of works performed and increase costs if outside contractors are brought into a new market.

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.

Wallbox is dependent on consumer adoption of its products. If Wallbox does not continue to offer a high quality product and user experience, its business, brand and reputation will suffer.

A failure or inability by Wallbox to

meet customer specifications or consumer expectations could damage its reputation and adversely affect its ability to attract new business and result in delayed or lost sales. Wallbox’s ability to create, maintain, enhance and protect its brand image and reputation and consumers’ connection to its brand depends in part on its design and marketing efforts. Negative publicity or product quality issues, whether real or perceived, could tarnish Wallbox’s reputation and 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 revenues and increased net losses.

Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm Wallbox’s business.

and 258 more changes in the filing

Forward-looking statements 41 changes

Forward-looking statements appear in a number of places in

this prospectus including, without limitation, in the sections titled “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ,” and “ Business of Wallbox and Certain Information About Wallbox. ” The risks and uncertainties include, but are not limited to:

This prospectus contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Exchange Act. Forward-looking statements provide Wallbox’s our current expectations or forecasts of future events. Forward-looking statements include statements about Wallbox’s our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as "anticipate," "believe," "can," "continue," "could," "estimate," "expect," "focus," "forecast," "intend," "likely," "may," "might," “objective,” “ongoing,” "plan," "possible," "potential," "predict," "project," "should," "target," "will" and "would," or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this prospectus include, but are not limited to, statements regarding Wallbox’s disclosure concerning Wallbox’s our operations, cash flows, financial position and dividend policy.

Forward-looking statements appear in a number of places in this prospectus including, without limitation, in the sections titled "Operating and Financial Review and Prospects," and "Information on the Company" included in our Annual Report on Form 20-F. The risks and uncertainties include, but are not limited to:

our history of operating losses;

our ability to successfully complete our debt restructuring process and achieve profitability;

the growth of the global EV market;

Wallbox’s our ability to realize the anticipated benefits of the Business Combination, and manage growth, which may be affected by, among other things, competition; and the ability of Wallbox to grow and manage growth profitably following the Business Combination;

the availability of, and our access to, subsidies and other incentives provided by the public sector in countries or regions where we operate;

our ability to produce and deliver products on a timeline to take advantage of such programs;

risks relating to the outcome and timing of Wallbox’s the development of its our charging and energy management technology and related manufacturing processes;

our ability to expand sales and installations of our charging station product;

our development of and capital expenditures relating to our manufacturing and production capabilities;

the possibility that the expected timeframe for, and other expectations regarding the development and performance of, Wallbox our products will differ from current assumptions;

1 unchanged paragraph

Wallbox faces risks related to health pandemics, including the COVID-19 pandemic, which could have a material adverse effect on its business, operating results and financial condition;

Legal proceedings in connection with the Business Combination, the outcome of which are uncertain, could delay or prevent the completion of the Business Combination;

The market price of Wallbox’s ordinary shares may be volatile, and you may lose all or part of your investment;

Wallbox’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by Wallbox’s management, including sales estimates on the basis of non-binding letters of intent. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Wallbox’s actual operating results may differ materially and adversely from those forecasted or projected;

Wallbox has experienced rapid growth and expects to invest in its growth for the foreseeable future. If Wallbox fails to manage growth effectively, its business, operating results and financial condition would be adversely affected;

The EV charging market is characterized by rapid technological change, which requires Wallbox to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of its products and Wallbox’s financial results;

It is possible that Wallbox’s internal control over financial reporting is not effective because it cannot detect or prevent material errors at a reasonable level of assurance. Wallbox’s past or future financial statements may not be accurate and Wallbox may not be able to timely report its financial condition or results of operations, which may adversely affect investor confidence in Wallbox and the price of its ordinary shares;

Wallbox may have to initiate product recalls or withdrawals or may be subject to litigation or regulatory enforcement actions and/or incur material product liability claims, which could increase its costs and harm Wallbox’s brand, reputation and adversely affect its business;

changes to the proposed structure of the business combination that may be required or appropriate as a result of applicable laws or regulations;

the risk that the Business Combination disrupts current plans and operations of Kensington or Wallbox as a result of the announcement and consummation of the Business Combination;

underlying assumptions with respect to Public Stockholder redemptions; and the possibility that Wallbox may be adversely affected by other economic, business, and/or competitive factors.

In addition, statements that

inflationary pressures and our ability to raise prices to keep up with inflation;

If Wallbox is unable failure to attract and retain key employees and hire qualified management, technical, engineering and sales and business development personnel; its ability to compete and successfully grow its business would be harmed;

There can be no assurance that Wallbox will be able to comply compliance with the continued listing standards of the NYSE;

volatility in the market price of our Class A Shares;

a loss or disruption with respect to Wallbox’s our supply or manufacturing partners; could negatively affect Wallbox’s business;

delays in the development of new products and product innovations;

geopolitical instability (such as the ongoing conflict between Russia and Ukraine and the ongoing conflict in the Middle East involving Israel and Hamas);

our internal control over financial reporting;

product recalls or withdrawals, litigation or regulatory enforcement actions and/or material product liability claims;

Wallbox’s business may be adversely affected if it is unable the inability to obtain patents or otherwise protect its our technology and intellectual property from unauthorized use by third parties;

governmental regulation and other legal obligations related to privacy;

Wallbox is subject to governmental regulation and other legal obligations related to privacy, data protection and information security, and may be subject to related governmental enforcement actions, litigation, fines and penalties or adverse publicity; if it is unable to comply with such obligations; and other economic, business, and/or competitive factors.

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “ "Risk Factors" ” in our Annual Report on Form 20-F incorporated by reference into this prospectus. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this prospectus. Wallbox undertakes thereof. We undertake no obligation to publicly revise any forward-looking statement to reflect new circumstances or events after the date of this prospectus or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks Wallbox describes in the reports it will file from time to time with the SEC after the date of this prospectus.

“Wallbox believes” In addition, statements that "we believe" and similar statements reflect Wallbox’s our beliefs and opinions on the relevant subject. These statements are based on information available to Wallbox as of the date of this prospectus. thereof. And while Wallbox believes we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Wallbox’s Our statements should not be read to indicate that it has we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely on these statements.

believes Although we believe the expectations reflected in the forward-looking statements were reasonable at the time made, it we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither Wallbox we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should carefully consider the cautionary statements contained or referred to in this section in connection with the forward looking forward-looking statements contained in this prospectus. and any subsequent written or oral forward-looking statements that may be issued by Wallbox or persons acting on its behalf.

Use of proceeds 1 change

All of the Class A Shares and Private Warrants offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any of the proceeds from such sales We will pay certain expenses associated with the registration of the securities covered by this prospectus, as described in PIPE Shares or the section titled “ Plan of Distribution. ” Settlement Shares; however, we will expect we would receive up to an aggregate of approximately $168 $23 million from the exercise of the Warrants. assuming the exercise in full of all of the Warrants for cash. We expect intend to use the net those proceeds, from the exercise of the Warrants if any, for general corporate purposes. We will have broad discretion over the use of proceeds from the exercise of the Warrants. There is no assurance that the holders of pay certain expenses associated with the Warrants will elect to exercise any or all registration of such Warrants. To the extent that the Warrants are exercised on a “cashless basis,” the amount of cash we would receive from securities covered by this prospectus, as described in the exercise section titled "Plan of the Warrants will decrease. Distribution . "

Selling securityholders 108 changes

This prospectus relates to the possible offer and sale from time to time of up to 144,712,563 Class A Shares and up to 8,933,333 Private Warrants by the selling securityholders. The PIPE Investors acquired Class A Shares pursuant to the Subscription Agreements. The Sponsor acquired Class A Shares and Private Warrants exercisable for Class A Shares concurrently with the Kensington IPO and subsequently distributed such Class A Shares and Private Warrants to certain of the selling securityholders listed below.

The following table is prepared

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 * 75,000 100,000 — — — 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 — — — 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 — — — — 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. Narcum (79) 260,000 * 10,000 — — — — Lauren Buttazzoni (80) 25,000 * 25,000 — — — — Junetoon Company LP (81) 287,500 * 200,000 — 87,500 — — Anangu Grup S.L. (82) 100,000 * 100,000 — — — — Damian Runkle (83) 38,875 * 11,375 27,500 — — — Migros Pensionskasse Fonds – Aktien Welt (84) 46,825 * 14,889 — 31,936 * — National Elevator Industry Health Benefit Plan (85) 19,222 * 3,479 — 15,743 * — Nationwide Savings Plan (86) 96,333 * 25,812 — 70,521 * — Janus Henderson Triton Fund (87) 4,684,723 2.91 % 1,355,820 — 3,328,908 2.07 % Luxor Capital Partners LP (88) 165,992 * 165,992 — — — — Luxor Wavefront, LP (88) 32,528 * 32,528 — — — — Lugard Road Capital Master Fund, LP (88) 689,180 * 689,180 — — — — Luxor Capital Partners Offshore Master Fund, LP (88) 99,797 * 99,797 — — — — Luxor Capital Partners Long, LP (88) 5,571 * 5,571 — — — — Luxor Gibraltar, LP - Series I (88) 5,107 * 5,107 — — — — Luxor Capital Partners Long Offshore Master Fund, LP (88) 1,825 * 1,825 — — — — Mitchell I. Quain (89) 346,500 * 20,000 — — — — Wes Robinson (90) 135,000 * 10,000 — — — — Daizoku, LLC (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.

Consists of 4,631,843 Class B Shares held of record which are convertible into 4,631,843 Class A Shares. Mr. Casta eda is the founder and Chief Product Officer of Wallbox.

Consists of 15,404,538 Class A Shares held of record. The address of MINGKIRI, S.L. is Marquest de Sentmenat 97, Barcelona, Spain 08029. Investment and voting decisions with respect to the shares held by Eurofred Spain, S.L. are made by Marta Santacana Gri who has sole dispositive power over the shares owned by Eurofred Spain, S.L.

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 Manuel Soler Pujol, Pol Soler Masferrer, Daniel Soler Masferrer and Lluis Soler Masferrer. Pol Soler is a member of the board of directors of Wallbox N.V.

Consists of 16,697,530 Class A Shares held of record. The address of Inversiones Financieras Perso, S.L.

is Plaza Euskadi, n. 5, Bilbao, Spain 48009. Investment and voting decisions with respect to the shares held by Inversiones Financieras Perso, S.L. are made by Mr. Agustin Delgado Martin.

Consists of 11,505,865 Class A Shares held of record. The address of Seaya Ventures II, Fondo De Capital Riesgo is Calle Alcala, numero 54, Madrid, Spain 28014. Investment and voting decisions with respect to the shares held by Seaya Ventures II, Fondo De Capital Riesgo are made by Ms. Beatriz Gonz lez Ord ez and Mr. Jos Mar a M gica Murga. Ms. Beatriz Gonz lez Ord ez is a director of Wallbox.

Consists of 9,110,175 Class A Shares held of record. The address of Black Label Equity I SCR SA is Plaza de la Independencia 6, Madrid, Spain 28001. Investment and voting decisions with respect to the shares held by Black Label Equity I SCR SA are made by Mr. Alexandre Pierron Darbonne.

Consists of 8,469,293 Class A Shares held of record. The address of AM Gesti , S.L. is Calle Rossello n. 224, 3.A, Barcelona, Spain 08008. Investment and voting decisions with respect to the shares held by AM Gesti , S.L. are made by Mr. Pedro Alonso Ag era.

Consists of 8,732,888 Class A Shares held of record. The address of FPCI Sino French Innovation Fund II is 52 rue d’anjou, 75008, Paris France. Investment and voting decisions with respect to the shares held by FPCI Sino French Innovation Fund II, which is managed by Cathay Innovation SAS, are made by Mingpo Cai, Denis Barrier, and Jacky Abitbol who have sole dispositive power over such shares. Mingpo Cai, Denis Barrier, and Jacky abitbol are the President, CEO, and Deputy CEO of the FPCI Sino French Innovation Fund II. Jacky Abitbol was a director of Wallbox S.L. prior to the Business (10) Consists of 4,434,713 Class A Shares held of record. The address of Copec Overseas SPA is Calle Isidora Goyenechea 2, Santiago, Chile. Investment and voting decisions with respect to the shares held by Copec Overseas SPA are made by Juan Carlos Balmaceda and Leonardo Ljubetic who has sole dispositive power over such shares.

Consists of 2,602,700 Class A Shares held of record. The address of Juan Capmany Ibañez is C/ Pau Alcover (13) Consists of 2,281,219 Class A Shares held of record. The address of TARCI TECH, S.L. is C/ Fernando Puig 83, 08023 Barcelona, Spain. Investment and voting decisions with respect to the shares held by C/ Fernando Puig 83, 08023 Barcelona, Spain are made by Jose Marĺa Tarragó Pujol who has sole dispositive power over such shares. Jose Marĺa Tarragó Pujol was a director of Wallbox S.L. prior to the Business Combination and is currently Chief People Officer of Wallbox.

Consists of 2,173,737 Class A Shares held of record. The address of Jordi Cano Zamora is Carrer Rubio I Lluch 4-12 esc 2 3o1a, 08034, Barcelona, Spain. Jordi Cano is an employee of Wallbox.

Consists of 1,890,572 Class A Shares held of record. The address of Night s Watch Partners, S.L. is C/ Sector Oficios, 23, 6th floor, 28760, Madrid, Spain. Investment and voting decisions with respect to the shares held by Night s Watch Partners, S.L. are made by Manuel Marĺn Berja who has sole dispositive power over such shares.

Consists of 1,320,629 Class A Shares held of record. The address of Endeavor Catalyst III, L.P. is 901 Broadway, Suite 301, New York, New York, 10003, United States of America. Investment and voting decisions with respect to the shares held by Endeavor Catalyst III, L.P. are made by Allen Taylor who has sole dispositive power over such shares.

Consists of 915,765 Class A Shares held of record. The address of José Maria Tarrago Pujol is C/ Can Miro 10, Cerdanyola del Valles, Spain. José Maria Tarrago Pujol is the Chief People Officer of Wallbox. Jose Marĺa Tarragó Pujol was a director of Wallbox S.L. prior to the Business Combination and is currently Chief People Officer of (19) Consists of 771,170 Class A Shares held of record. The address of Jaume Santacana Senpau is C/Ferran Puig 74 (20) Consists of 747,071 Class A Shares held of record. The address of Oriol Riba Magrazo is C/ Bilbao 137 5 4 , 08018 Barcelona, Spain. Oriol Riba Magrazo is the Chief Operations Officer of Wallbox.

Consists of 578,377 Class A Shares held of record. The address of David Riba Magrazo is C/ Paris 70, 3 2 , 08029 Barcelona, Spain. David Riba Magrazo is a Project Manager of Wallbox.

Consists of 554,278 Class A Shares held of record. The address of Marina Planas López is C/ Compte d’Urgell 168 5-1 , 08036 Barcelona, Spain.

Consists of 433,783 Class A Shares held of record. The address of Aleix Rull Sanahuja is C/ de Sants 326 2 , 08028 Barcelona, Spain. Aleix Rull Sanahuja is an Engineer in Wallbox.

Consists of 381,006 Class A Shares held of record. The address of Carlos Torres Vila is C/ Azul n 4, (25) Consists of 362,450 Class A Shares held of record. The address of Klaus Kersting is Calle Corral d’en Falç 3, casa 17, 08870 Sitges, Spain.

Consists of 339,074 Class A Shares held of record. The address of Leandro Martĺn Sigman Gold is C/ Manuel Pombo Angulo 28, 3th floor, 28050 Madrid, Spain.

Consists of 291,116 Class A Shares held of record. The address of Jordi Lainz Gavalda is C/ Felipe de Paz 32 - 3 2 , 08028 Barcelona, Spain. Jordi Lainz Gavalda is Chief Financial Officer of Wallbox.

Consists of 289,429 Class A Shares held of record. The address of Wabisabi Inversion y Servicios, S.L. is Calle Segre, 16, 28002 Madrid, Spain. Investment and voting decisions with respect to the shares held by Wabisabi Inversion y Servicios, S.L. are made by Javier Monzon de Caceres who has sole dispositive power over such shares.

Consists of 265,089 Class A Shares held of record. The address of Jaime Carvajal Urquijo is C/ Hermanos Becquer (30) Consists of 300,000 Class A Shares held of record. The address of Kensington Capital Partners is 3 Greenacre Court, Great Neck, NY 11020. Investment and voting decisions with respect to the shares held by Kensington Capital Partners are made by Justin Mirro who has sole dispositive power over such shares. Justin Mirro was the Chief Executive Officer and Chairman of Kensington prior to the Business Combination.

Consists of (i) 2,227,500 Class A Shares held of record and (ii) 1,000,000 Private Warrants, including 1,000,000 Class A Shares issuable upon exercise of such Private Warrant. The address of Equity Trust Company Custodian FBO Justin Mirro Roth IRA C/O Justin Mirro is 3 Greenacre Court Great Neck, NY 11020. Investment and voting decisions with respect to the shares held by Equity Trust Company Custodian FBO Justin Mirro Roth IRA C/O Justin Mirro are made by Justin Mirro who has sole dispositive power over such shares. Justin Mirro was the Chief Executive Officer and Chairman of Kensington prior to the Business Combination.

Consists of 100,000 Class A Shares held of record. The address of Justin E Mirro 2020 Qualified Annuity Trust DTD 6/27/2020 is 3 Greenacre Court, Great Neck, NY 11020. Investment and voting decisions with respect to the shares held by Kensington Capital Partners are made by Justin Mirro who has sole dispositive power over such shares. Justin Mirro was the Chief Executive Officer and Chairman of Kensington prior to the Business Combination.

Consists of 100,000 Class A Shares held of record. The address of Kensington Capital Trust DTD 6/27/2020 is 3 Greenacre Court, Great Neck, NY 11020. Investment and voting decisions with respect to the shares held by Kensington Capital Partners are made by Elizabeth Mirro who has sole dispositive power over such shares.

Consists of 200,000 Class A Shares held of record. The address of Robert J. Remenar is 1219 Treasure Ct.

Marco Island, Florida 34145. Robert Remenar was a director of Kensington prior to the Business Combination.

Consists of (i) 670,000 Class A Shares held of record and (ii) 994,444 Private Warrants, including 994,444 Class A Shares issuable upon exercise of such Private Warrants. The address of Robert J. Remenar is 1219 Treasure Ct. Marco Island, Florida 34145. Investment and voting decisions with respect to the shares held by Robert J. Remenar Living Trust are made by Robert Remenar who has sole dispositive power over such shares. Robert Remenar is the Trustee of Robert J. Remenar Living Trust. Robert Remenar was a director of Kensington prior to the Business Combination.

Consists of 10,000 Class A Shares held of record. The address of Simon E. Boag is 774 Mays Blvd #10-749 Incline Village, NV 89451. Simon E. Boag was Chief Technology Officer of Kensington prior to the Business Combination.

Consists of (i) 670,000 Class A Shares held of record and (ii) 994,444 Private Warrants, including 994,444 Class A Shares issuable upon exercise of such Private Warrants. The address of Simon E. Boag Trust V/A DTD 7/12/1999 As Amended is 774 Mays Blvd #10-749 Incline Village, NV 89451. Investment and voting decisions with respect to the shares held by Simon E Boag Trust V/A DTD 7/12/1999 As Amended are made by Simon E. Boag who has sole dispositive power over such shares. Simon E. Boag is the Trustee of Robert J. Remenar Living Trust. Simon E. Boag was the Chief Technology Officer of Kensington prior to the Business Combination.

Consists of (i) 605,000 Class A Shares held of record and (ii) 694,445 Private Warrants, including 694,445 Class A Shares issuable upon exercise of such Private Warrants. The address of DEHC LLC is 3355 Pierson Drive, Wilmington, DE 19810. Investment and voting decisions with respect to the shares held by DEHC LLC are made by Daniel Huber who has sole dispositive power over such shares. Daniel Huber is the Managing Member of DEHC LLC. Daniel Huber was Chief Financial Officer and Secretary of Kensington prior to the Business Combination.

Consists of (i) 168,750 Class A Shares held of record and (ii) 375,000 Private Warrants, including 375,000 Class A Shares issuable upon exercise of such Private Warrants. The address of Thomas W. LaSorda is 600 Elizabeth St. Unit 430 Rochester, MI 48307. Thomas LaSorda was a director of Kensington prior to the Business Combination.

Consists of 30,000 Class A Shares held of record. The address of IncWell TWL Investments LLC is 600 Elizabeth St. Unit 430 Rochester, Mi 48307. Investment and voting decisions with respect to the shares held by IncWell TWL Investments LLC are made by Thomas W. LaSorda who is the sole managing member has sole dispositive power over such shares.

Thomas W. LaSorda was a director of Kensington prior to the Business Combination. Thomas LaSorda was a director of Kensington prior to the Business Combination.

Consists of (i) 745,000 Class A Shares held of record and (ii) 800,000 Private Warrants, including 800,000 Class A Shares issuable upon exercise of such Private Warrants. Investment and voting decisions with respect to the shares held by Ninbeta AB are made by Anders Pettersson who has sole dispositive power over such shares. Anders Pettersson is a director of Wallbox and was a director of Kensington prior to the Business Combination.

Consists of (i) 121,500 Class A Shares held of record and (ii) 225,000 Private Warrants, including 225,000 Class A Shares issuable upon exercise of such Private Warrants. The address of Mitchell I. Quain is 2100 S. Ocean Blvd PB FL 33480. Mitchell Quain was a director of Kensington prior to the Business Combination.

Consists of (i) 153,750 Class A Shares held of record and (ii) 275,000 Private Warrants, including 275,000 Class A Shares issuable upon exercise of such Private Warrants. The address of Matthew Simoncini is 935 Three Mike Dr; Grosse Point Park, MT 48230. Matthew Simoncini was a director of Kensington prior to the Business Combination.

Consists of (i) 142,375 Class A Shares held of record and (ii) 247,500 Private Warrants, including 247,500 Class A Shares issuable upon exercise of such Private Warrants. The address of Donald L. Runkle and Virgina Ann Runkle is 2692 W Long Lake Rd West Bloomfield, MI 48323. Donald Runkle was a director of Kensington prior to the Business (45) Consists of 50,000 Class A Shares held of record. The address of Nicole R. Nason is 17 Pioneer Mill Way;

Alexandria, VA 22314.

Consists of (i) 625,000 Class A Shares held of record and (ii) 500,000 Private Warrants, including 500,000 Class A Shares issuable upon exercise of such Private Warrants. The address of BVA Capital is 152A W. Shore Road Great Neck, New NY 11791. Investment and voting decisions with respect to the shares held by are made by Michael T. Lamoretti who has sole dispositive power over such shares. Michael T. Lamoretti is a managing member of BVA Capital.

Consists of 440,500 Class A Shares held of record. The address of Marc Chernoff is 91 Cherry Lane, (48) Consists of (i) 62,500 Class A Shares held of record and (ii) 250,000 Private Warrants, including 250,000 Class A Shares issuable upon exercise of such Private Warrants. The address of MCHERNOFF MD LLC is 91 Cherry Lane, Syosset, NY 11791. Investment and voting decisions with respect to the shares held by MCHERNOFF MD LLC are made by Marc Chernoff who has sole dispositive power over such shares. Marc Chernoff is the manager of MCHERNOFF MD LLC.

Consists of (i) 57,500 Class A Shares held of record and (ii) 150,000 Private Warrants, including 150,000 Class A Shares issuable upon exercise of such Private Warrants. Investment and voting decisions with respect to the shares held by CPCDD Group, LLC are made by Charles A. Samuelson who has sole dispositive power over such shares.

Consists of (i) 75,000 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.

Consists of (i) 12,500 Class A Shares held of record and (ii) 50,000 Private Warrants, including 50,000 Class A Shares issuable upon exercise of such Private Warrants.

Consists of (i) 12,500 Class A Shares held of record and (ii) 50,000 Private Warrants, including 50,000 Class A Shares issuable upon exercise of such Private Warrants. The address of Maxine G. Colchamiro ] is 444 East 57th Street, Apt 8C New York, NY 10022.

Consists of (i) 62,500 Class A Shares held of record and (ii) 250,000 Private Warrants, including 250,000 Class A Shares issuable upon exercise of such Private Warrants. The address of Lauren M. Buttazzoni and Angelo L. Buttazzoni is 6085 Idlewyle RD, Bloomfield Hills MI 58301-1449.

Consists of (i) 70,000 Class A Shares held of record and (ii) 200,000 Private Warrants, including 200,000 Class A Shares issuable upon exercise of such Private Warrants. The address of Albert Ferrara is 63 Centerport Road, Greenlawn NY 11740.

Consists of (i) 50,000 Class A Shares held of record and (ii) 200,000 Private Warrants, including 200,000 Class A Shares issuable upon exercise of such Private Warrants. The address of Erich Jungwirth is 34 Crossmon Road, New Milford, CT 06776.

Consists of (i) 100,000 Class A Shares held of record and (ii) 200,000 Private Warrants, including 200,000 Class A Shares issuable upon exercise of such Private Warrants. The address of John Arny is Drove House, Drove Lane, Old Alresford, Hampshire 5024 9TB UK.

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.

Consists of (i) 12,500 Class A Shares held of record and (ii) 50,000 Private Warrants, including 50,000 Class A Shares issuable upon exercise of such Private Warrants.

Consists of (i) 12,500 Class A Shares held of record and (ii) 50,000 Private Warrants, including 50,000 Class A Shares issuable upon exercise of such Private Warrants. The address of Kevin Hettrich is 440 Santa Margarita Ave, Menlo Parka CA 94025.

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. The address of Wes Robinson and Alexandra Skellet, JTEN is 33 Church St, East Hampton NY 11937.

Consists of (i) 75,000 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. The address of Morgan Powell is 161 W. Meadowbrook Ln Stratsburg NY 12580.

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.

Consists of (i) 45,000 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 with respect to the shares held by Milius and Prigohzy 2001 Revocable Trust are made by Michael Scott Milius and Lisa Prigohzy-Milius who have sole dispositive power over such shares. Michael Scott Milius and Lisa Prigohzy-Milius are the trustees of the Milius and Prigohzy 2001 Revocable Trust.

Consists of (i) 45,000 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. The address of Geoffrey W. Levin is 220 W. 93rd St. Apt 6B New York, NY.

Consists of (i) 50,000 Class A Shares held of record and (ii) 200,000 Private Warrants, including 200,000 Class A Shares issuable upon exercise of such Private Warrants. The address of Jill R. Weeks Revocable Trust is 2139 W Mayne St Chicago, Illinois 00620.

Consists of (i) 50,000 Class A Shares held of record and (ii) 200,000 Private Warrants, including 200,000 Class A Shares issuable upon exercise of such Private Warrants. The address of John A. Narcum and Donna L. Narcum, JTEN is 104 Hidden Pond Dr Chadds Ford PA 19317-9365.

Consists of (i) 57,500 Class A Shares held of record and (ii) 150,000 Private Warrants, including 150,000 Class A Shares issuable upon exercise of such Private Warrants. The address of Nora L. Huber is 3355 Pieason Dr Wilmington, DE 19810.

Consists of (i) 10,000 Class A Shares held of record. The address of Julian Ameler is Niebuhrstrasse 71, (69) Consists of (i) 50,000 Class A Shares held of record. The address of Peter Goode is 9 Bay View St Lavender (70) Consists of (i) 5,000 Class A Shares held of record. The address of Jock Paton is 510 22nd Street;

Sacramento, CA 95816

Consists of (i) 50,000 Class A Shares held of record. The address of Nicholas Vande Steeg is PO Box 89162 (72) Consists of (i) 300,000 Class A Shares held of record. The address of Michael Weinbaum is 21 Vista Drive (73) Consists of (i) 80,000 Class A Shares held of record. The address of William E Kassling 2011 Family Trust is 4101 Gulf Shore Blvd #5N, Naples FL 34103. Investment and voting decisions with respect to the shares held by William E Kassling 2011 Family Trust are made by William Ruffner as trustee.

Consists of (i) 50,000 Class A Shares held of record. The address of Pastor Velasco is 24 Lake Trail Ln (75) Consists of (i) 200,000 Class A Shares held of record and (ii) 60,208 Private Warrants, including 60,208 Class A Shares issuable upon exercise of such Private Warrants. The address of J. Goldman Master Fund, L.P. is 510 Madison Avenue, 26th Fl New York, NY 10022. Investment and voting decisions with respect to the shares held by J. Goldman Master Fund, L.P. are made by Jay G. Goldman who has sole dispositive power over such shares. Jay G. Goldman is the sole director of J. Goldman Capital Management, Inc., which is the General Partner of J. Goldman Capital GP LP, the General Partner of J.

Goldman Master Fund, L.P

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 10,000 Class A Shares held of record. The address of John A. Narcum is 104 Hidden Pond Dr Chadds (80) 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 (i) 287,500 Class A Shares held of record and (ii) 25,000 Private Warrants, including 25,000 Class A Shares issuable upon exercise of such Private Warrants. Investment and voting decisions with respect to the shares held by Junetoon Company are made by Lori A. Dawson who has sole dispositive power over such shares. Lori A. Dawson is the President of the Junetoon Company.

Consists of 100,000 Class A Shares held of record. Investment and voting decisions with respect to the shares held by Anangu Grup S.L. are made by Marta Santacana Gri and Marc Sabe Richer who have sole dispositive power over such shares.

Consists of (i) 11,375 Class A Shares held of record and (ii) 27,500 Private Warrants, including 27,500 Class A Shares issuable upon exercise of such Private Warrants.

Consists of (i) 40,438 Class A Shares held by Banque Pictet & Cie SA as the registered holder of such shares and 6,387 shares which the selling stockholder has the right to acquire from an option, warrant or otherwise within 60 days. Investment and voting decisions with respect to such shares are made by Jonathan Coleman and/or Scott Stutzman.

Based on information provided to the Company by the Selling Stockholder. Such shares may be deemed to be beneficially owned by Janus Capital Management LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Fund and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Fund. Under the terms of its management contract with the Fund, Janus has overall responsibility for directing the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations. Each Fund has one or more portfolio managers appointed by and serving at the pleasure of Janus who makes decisions with respect to the disposition of the Shares. The address for Janus is 151 Detroit Street, Denver, CO 80206.

Consists of (i) 16,074 Class A Shares held by Hare & Co as the registered holder of such shares and 3,148 shares which the selling stockholder has the right to acquire from an option, warrant or otherwise within 60 days. Investment and voting decisions with respect to such shares are made by Jonathan Coleman and/or Scott Stutzman. Based on information provided to the Company by the Selling Stockholder. Such shares may be deemed to be beneficially owned by Janus Capital Management LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Fund and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Fund. Under the terms of its management contract with the Fund, Janus has overall responsibility for directing the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations. Each Fund has one or more portfolio managers appointed by and serving at the pleasure of Janus who makes decisions with respect to the disposition of the Shares. The address for Janus is 151 Detroit Street, Denver, CO 80206.

Consists of (i) 82,229 Class A Shares held by M. Gardner & Co. as the registered holder of such shares and 14,104 shares which the selling stockholder has the right to acquire from an option, warrant or otherwise within 60 days. Investment and voting decisions with respect to such shares are made by Jonathan Coleman and/or Scott Stutzman.

Based on information provided to the Company by the Selling Stockholder. Such shares may be deemed to be beneficially owned by Janus Capital Management LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Fund and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Fund. Under the terms of its management contract with the Fund, Janus has overall responsibility for directing the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations. Each Fund has one or more portfolio managers appointed by and serving at the pleasure of Janus who makes decisions with respect to the disposition of the Shares. The address for Janus is 151 Detroit Street, Denver, CO 80206.

Consists of (i) 4,018,943 Class A Shares held by BNP Paribas New York Branch on behalf of Janus Henderson Triton Fund as the registered holder of such shares and 665,780 shares which the selling stockholder has the right to acquire from an option, warrant or otherwise within 60 days. Investment and voting decisions with respect to such shares are made by Jonathan Coleman and/or Scott Stutzman. Based on information provided to the Company by the Selling Stockholder. Such shares may be deemed to be beneficially owned by Janus Capital Management LLC (“Janus”), an investment adviser registered under the Investment Advisers Act of 1940, who acts as investment adviser for the Fund and has the ability to make decisions with respect to the voting and disposition of the shares subject to the oversight of the board of directors of the Fund. Under the terms of its management contract with the Fund, Janus has overall responsibility for directing the investments of the Fund in accordance with the Fund’s investment objective, policies and limitations. Each Fund has one or more portfolio managers appointed by and serving at the pleasure of Janus who makes decisions with respect to the disposition of the Shares. The address for Janus is 151 Detroit Street, Denver, CO 80206.

Shares hereby offered consist of (i) 689,180 PIPE Shares, held by Lugard Road Capital Master Fund, LP (“Lugard”) beneficially owned by Luxor Capital Group, LP, the investment manager of Lugard; (ii) 1,825 PIPE Shares held by Luxor Capital Partners Long Offshore Master Fund, LP (“Luxor Long Offshore”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Long Offshore (iii) 5,571 PIPE Shares held by Luxor Capital Partners Long, LP (“Luxor Long”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Long; (iv) 99,797 PIPE Shares held by Luxor Capital Partners Offshore Master Fund, LP (“Luxor Offshore”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Offshore; (v) 165,992 PIPE Shares held by Luxor Capital Partners, LP (“Luxor Capital”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Capital; (vi) 32,528 PIPE Shares held by Luxor Wavefront, LP (“Luxor Wavefront”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Wavefront; and (vii) 5,107 PIPE Shares held by Luxor Gibraltar, LP - Series 1 (“Luxor Gibraltar”) beneficially owned by Luxor Capital Group, LP, the investment manager of Luxor Gibraltar. Christian Leone, in his position as Portfolio Manager at Luxor Capital Group, LP, may be deemed to have voting and investment power with respect to the securities owned by Luxor Long Offshore, Luxor Long, Luxor Offshore, Luxor Capital, Luxor Wavefront, and Luxor Gibraltar. Jonathan Green, in his position as Portfolio Manager at Luxor Capital Group, LP, may be deemed to have voting and investment power with respect to the securities held by Lugard. Mr. Leone and Mr. Green each disclaims beneficial ownership of any of the PIPE shares over which each exercises voting and investment power. The mailing address of each of the above-mentioned funds is 1114 Avenue of the Americas, 28th Fl New York, NY 10036.

Consists of 20,000 Class A shares held of record. The address of Mitchell I. Quain is 2100 S. Ocean Blvd PB FL 33480. Mitchell I. Quain was a director of Kensington prior to the Business Combination.

and 28 more changes in the filing

Plan of distribution 41 changes

We are registering the issuance by us of up to (i) 23,250,793 Class A Shares issuable upon conversion of our 23,250,793 outstanding Class B ordinary shares, nominal value of €1.20 per share (“Class B Shares”), (ii) 8,933,333 Class A Shares issuable upon the exercise of 8,933,333 Private Warrants and (iii) up to 5,750,000 Class A Shares that are issuable upon the exercise of 5,750,000 Public Warrants.

We will not receive any of the proceeds from such sales. We will receive proceeds from the exercise of the Warrants in the event that such Warrants are exercised for cash.

Subject to the limitations set forth in any

We are offering up to

152,286 Settlement Shares pursuant to a settlement agreement in lieu of a cash payment. We will not receive any proceeds from the offering of these securities. No underwriters or agents will be involved, and no commissions will be payable by us with respect to the offering.

This prospectus also relates to the offer and sale from time to time by the selling securityholders or their permitted transferees (collectively, the “selling securityholders”) of up to (i) 112,528,437 Class A Shares that were issued on completion of the Business Combination, (ii) 11,100,000 10,369,681 Class A Shares issued to certain securityholders in connection with the closing of a private placement offering concurrent with the closing of the Business Combination, (iii) 23,250,793 Class A Shares issuable upon conversion of our outstanding Class B Shares, (iv) 8,933,333 PIPE Investors and (ii) 3,531,696 Class A Shares issuable upon the exercise of the Private Warrants and (b) up to 8,933,333 Private 3,531,696 Warrants. This prospectus also covers any additional securities that may become issuable by reason of share splits, share dividends or other similar transactions. All of the Class A Shares and Private Warrants offered by the selling securityholders pursuant to this prospectus will be sold by the selling securityholders for their respective accounts. We will not receive any of the proceeds from such sales; however, we expect we would receive up to approximately $23 million from the exercise of the Warrants, if exercised at all, unless such Warrants were exercised on a "cashless" basis.

The selling securityholders will pay any underwriting discounts and commissions and expenses incurred by the selling securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the selling securityholders in disposing of the securities. Unless otherwise agreed with the selling securityholders, we will bear all other costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including, without limitation, all registration and filing fees, NYSE listing fees and fees and expenses of our counsel and our independent registered public accountants.

The securities beneficially owned by the selling securityholders covered by this prospectus may be offered and sold from time to time by the selling securityholders. The term "selling securityholders" includes donees, pledgees, transferees or other successors in interest selling securities received after the date of this prospectus from a selling securityholder as a gift, pledge, partnership distribution or other transfer. The selling securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to our then current market price or in negotiated transactions. Each selling securityholder reserves the right to accept and, together with its respective agents, to reject, any proposed purchase of securities to be made directly or through agents. The selling securityholders and any of their permitted transferees may sell their securities offered by this prospectus on any stock exchange, market or trading facility on which the securities are traded or in private transactions. If underwriters are used in the sale, such underwriters will acquire the shares for their own account. These sales may be at a fixed price or varying prices, which may be changed, or at market prices prevailing at the time of sale, at prices relating to prevailing market prices or at negotiated prices. The securities may be offered to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities offered if any of the securities are purchased.

The securities may be offered to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. The obligations of the underwriters to purchase the securities will be subject to certain conditions. The underwriters will be obligated to purchase all the securities offered if any of the securities are purchased.

applicable registration rights agreement, the limitations set forth in the subscription agreements, the selling securityholders may use any one or more of the following methods when selling the securities offered by this prospectus:

30 unchanged paragraphs

It is possible that one or more underwriters may make a market in our securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any assurance as to the liquidity of the trading market for our securities. Our Class A Shares and Public Warrants are listed on NYSE under the symbols symbol "WBX." and “WBXWS,” respectively.

1 unchanged paragraph

To our knowledge, there are currently no plans, arrangements or understandings between the selling securityholders and any broker-dealer or agent regarding the sale of the securities by the selling securityholders. Upon our notification by a selling securityholder that any material arrangement has been entered into with an underwriter or broker-dealer for the sale of securities through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, we will file, if required by applicable law or regulation, a supplement to this prospectus pursuant to Rule 424(b) under the Securities Act disclosing certain material information relating to such underwriter or broker-dealer and such offering.

The selling securityholders may use one or more underwriters to sell the securities covered by this prospectus.

Any compensation paid to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses. Except to the extent otherwise set forth in a prospectus supplement, in any underwritten offering, we and our officers, directors, and the applicable selling securityholders may agree with the underwriter(s) not to dispose of or hedge any of their Class A Shares or securities convertible into or exchangeable for Class A Shares for a period of time to be agreed with the underwriter(s), without the prior written consent of the lead managing underwriter or underwriters, subject to certain exceptions.

The selling securityholder may be deemed to be an

"underwriter" within the meaning of the Securities Act with respect to the shares it is offering for resale.

underwriter(s) and their affiliates may have engaged in, and may in the future engage in, investment banking, commercial banking, financial advisory, and other commercial dealings in the ordinary course of business with us or our affiliates. They may have received, or may in the future receive, customary fees and commissions for these transactions.

Any underwriter(s) and/or their

respective affiliates may act in various capacities and/or be lenders under our financing facilities from time to time.

A selling securityholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by any selling securityholder or borrowed from any selling securityholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from any selling securityholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, any selling securityholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.

In effecting sales, broker-dealers or agents engaged by the selling securityholders may arrange for other broker-dealers to participate.

selling securityholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the selling securityholders in amounts to be negotiated immediately prior to the sale.

2 unchanged paragraphs

We have agreed with certain selling securityholders pursuant to the Registration Rights Agreement to use our commercially reasonable efforts to keep the registration statement of which this prospectus constitutes a part effective until such time as the securities of such selling securityholders covered by this prospectus no longer constitute “Registrable Securities” under and as defined in the Registration Rights Agreement.

We, the representatives and each of our and the representatives’ affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

This prospectus has been prepared on

the basis that any offer of shares in any Relevant State will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of shares. Accordingly, any person making or intending to make an offer in that Relevant State of shares which are the subject of the offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Regulation in relation to such offer. Neither we nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

Certain of our stockholders have entered into lock-up agreements. See “ Shares Eligible For Future Sale—Lock-Up Arrangements. ” We have agreed to indemnify certain of the selling securityholders against certain liabilities, including certain liabilities under the Securities Act, the Exchange Act or other federal or state law.

We have agreed with certain selling securityholders pursuant to the subscription agreements to use commercially reasonable efforts to keep the registration statement of which this prospectus constitutes a part effective until the earlier of the following: (i) the selling securityholder ceases to hold any securities covered by this prospectus or (ii) the date all securities covered by this prospectus held by selling securityholder may be sold without restriction under Rule 144, including without limitation, any volume and manner of sale restrictions which may be applicable to affiliates under Rule 144 and without the requirement for the Company to be in compliance with the current public information required under Rule 144(c)(1) or Rule 144(i)(2), as applicable, and (iii) three years from the effective date of this prospectus. See also “ Description of Securities—Registration Rights and Lock-Up Arrangements. ” prospective investors in the European Economic Area In relation to each Member State of the European Economic Area (each, a “Relevant State”), no shares have been offered or will be offered pursuant to the offering to the public in that Relevant State, except that offers of shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation (Regulation (EU) 2017/1129):

Notice to prospective investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a "Relevant State"), no shares have been offered or will be offered pursuant to the offering to the public in that Relevant State prior to the publication of a prospectus in relation to the shares which has been approved by the competent authority in that Relevant State or, where appropriate, approved in another Relevant State and notified to the competent authority in that Relevant State, all in accordance with the Prospectus Regulation, except that offers of shares may be made to the public in that Relevant State at any time under the following exemptions under the Prospectus Regulation (Regulation (EU) 2017/1129):

to any legal entity which is a qualified investor as defined in under Article 2 of the Prospectus Regulation;

to fewer than 150 natural or legal persons (other than qualified investors as defined in under Article 2 of the Prospectus Regulation), subject to obtaining the prior consent of the underwriters for any such offer; or iii.

or in any other circumstances falling within Article 1(4) of the Prospectus Regulation, provided that no such offer of shares shall require us or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Each person in a Relevant State who initially acquires any

person in a Relevant State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a "qualified investor" within the meaning of Article 2(e) of the Prospectus Regulation. In the case of any shares being offered to a financial intermediary as that term is used in Article 5(1) of the Prospectus Regulation, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant State to qualified investors as so defined or in circumstances in which the our prior consent of the representatives has been obtained to each such proposed offer or resale.

1 unchanged paragraph

MiFID II Product Governance

Any person offering, selling or recommending the shares (a “distributor”) should take into consideration the manufacturers’ target market assessment; however, a distributor subject to MiFID II (Directive 2014/65/EU) is responsible for undertaking its own target market assessment in respect of the shares (by either adopting or refining the manufacturers’ target market assessment) and determining appropriate distribution channels.

Specific Dutch selling restriction for exempt offers: Each distributor will be required to represent and agree that it will not make an offer of securities which are the subject of the offering contemplated by this prospectus to the public in the Netherlands in reliance on Article 1(4) of the Prospectus Regulation, unless:

such offer is made exclusively to legal entities which are qualified investors in the Netherlands; or ii.

standard exemption logo and wording are disclosed as required by article 5:4(2) of the Dutch Financial Markets Supervision Act ( Wet op het financieel toezicht ); or iii.

such offer is otherwise made in circumstances in which article 5:4(2) of the Dutch Financial Markets Supervision Act is not applicable, provided that no such offer of securities shall require us or any distributor to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation.

Legal matters 3 changes

Loyens & Loeff N.V., Dutch counsel to Wallbox, has provided a legal opinion for Wallbox regarding (i) valid issue, (ii) paying up and (iii) non-assessability of the Class A Shares offered by this document, based on the assumptions and subject to the qualifications and limitations set out therein. Certain legal matters relating to U.S. law will be passed upon for Wallbox by Latham & Watkins LLP, Houston, Texas.

Certain legal matters relating to U.S. law will be passed upon for Wallbox by Gibson, Dunn & Crutcher, LLP, New York, New York.

Additional legal matters may be passed upon for us, the selling securityholders or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

Experts 4 changes

The financial statements of Kensington Capital Acquisition Corp. II as of January 8, 2021 and for the period from January 4, 2021 (inception) through January 8, 2021 appearing in this prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph relating to substantial doubt about the ability of Kensington Capital Acquisition Corp. II to continue as a going concern as described in Note 1 to the financial statements), appearing elsewhere in this prospectus, and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Wall Box Chargers,

BDO Bedrijfsrevisoren BV, Zaventem, Belgium, is a member of the Instituut van de Bedrijfsrevisoren / Institut des R viseurs d’Entreprises.

S.L.as The consolidated financial statements of Wallbox N.V. as of December 31, 2020 and 2019 2025 and January 1, 2019, 2024 and for each of the two three years in the period ended December 31, 2020, included 2025 incorporated by reference in this prospectus and in the registration statement have been so included incorporated by reference in reliance on the report of BDO Bedrijfsrevisoren BV, Ernst & Young, S.L., an independent registered public accounting firm, appearing elsewhere incorporated herein and in the Registration Statement, by reference, given on the authority of said firm as experts in auditing and accounting.

Recent Sales of Unregistered Securities 17 changes

In connection with the closing of the PIPE Financing, on October 1, 2021, we issued 11,100,000 Class A Shares to the PIPE Investors for gross proceeds of approximately $111,000,000.

The foregoing securities issuances were

made in reliance upon the exemption provided in Section 4(a)(2) of the Securities Act and/or Regulation D or Regulation S promulgated thereunder.

Set The following sets forth below is information regarding all securities sold or granted by us the Registrant within the past three years that were not registered under the Securities Act. and the consideration, if any, received by us for such securities:

Private placements of Class A Shares

On December 13, 2023, the Registrant issued and sold 10,360,657 Class A Shares (518,031 after giving effect to the Reverse Stock Split) to certain existing investors and Generac at $3.05 per share ($61 after giving effect to the Reverse Stock Split), for aggregate gross proceeds of approximately $31.6 million (€29.3 million).

On August 5, 2024, the Registrant issued and sold 36,334,277 Class A Shares (1,816,711 after giving effect to the Reverse Stock Split) to certain existing investors and strategic partners at $1.24 per share ($24.77 after giving effect to the Reverse Stock Split), for aggregate gross proceeds of approximately $45.0 million (€41.4 million). On February 21, 2025, the Registrant issued and sold 1,335,354 Class A Shares to certain existing investors and strategic partners at $7.3960 per share, for aggregate gross proceeds of approximately $10.0 million (€9.4 million).

On June 2, 2025, the Registrant issued and sold 1,122,945 Class A Shares to certain existing investors and strategic partners at $5.0260 per share, for aggregate gross proceeds of approximately $5.6 million (€4.9 million).

On June 17, 2025, the

Registrant issued and sold 1,887,981 Class A Shares to Entidad P blica Empresarial Sociedad Espa ola para la Transformaci n Tecnol gica (SETT E.P.E.) at $5.0260 per share, for aggregate gross proceeds of approximately $9.5 million (€8.3 million).

On June 30, 2026 and July 1, 2026, the Registrant issued and sold

6,603,523 Class A Shares at $2.7216 per share for gross proceeds of approximately $18.0 million, and we agreed to grant 3,301,758 Warrants to purchase up to 3,301,758 Class A Shares, to the June 2026 PIPE Investors.

Shares issued as acquisition consideration

On or about July 3, 2024, the Registrant issued 380,208 Class A Shares (19,009 after giving effect to the Reverse Stock Split) as an earn-out payment to certain sellers in connection with the acquisition of AR Electronic Solutions, S.L.

On July 30, 2024, the Registrant issued to Generac an aggregate of 13,102,971 Original Warrants, consisting of 11,135,873 warrants and 1,967,098 warrants, each exercisable for an equal number of Class A Shares at an exercise price of up to $3.05 per share. Following the Reverse Stock Split, these warrants are exercisable for an aggregate of 655,147 Class A Shares at an exercise price of $61.00 per share. On October 9, 2025, the Registrant issued to Generac an aggregate of 229,938 Warrants under the 2025 Warrant Agreement, exercisable for an equal number of Class A Shares at an exercise price of up to $61.00 per share.

Exemption from registration

The offers and sales of the securities described above were made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D thereunder (for sales to accredited investors) and/or Regulation S under the Securities Act (for offers and sales made outside the United States to non-U.S. persons). No underwriters were involved in the foregoing issuances. The recipients represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were affixed to the securities issued in these transactions.

Exhibits 30 changes

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.

Deed of Incorporation of Wallbox B.V.

Warrant Assignment, Assumption and Amended & Restated Agreement dated October 1, 2021.

Opinion of Loyens & Loeff regarding the (i) valid issue, (ii) paying up and (iii) non-assessability of the Wallbox Shares and Warrants.

Form of Subscription Agreement dated June 9, 2021.

Form of Subscription Agreement dated September 29, 2021.

Sponsor Support Agreement dated June 9, 2021.

Registration Rights and Lock-Up Agreement dated October 1, 2021.

Wallbox N.V. 2021 Equity Incentive Plan.

Wallbox N.V. 2021 Employee Stock Purchase Plan.

Side Letter from Enric Asunción Escorsa to Inversiones Financieras Perseo, S.L. dated October 5, 2021.

Non-binding Letter of Intent.

Subsidiaries of Wallbox.

Consent of Marcum LLP, independent registered public accounting firm of Kensington Capital Acquisition Corp. II.

Financial Statement Schedules

All schedules have been omitted because they are not required, are not applicable or the information is otherwise set forth in the financial statements or notes thereto.

Incorporated by Reference

Form of 2025 Subscription Agreement.

Form of 2026 Subscription Agreement.

Deed of Amendment and Conversion (including Articles of Association of Wallbox N.V. dated October 1, 2021.

Deed of Amendment to Articles of Association (Deed I – Increase authorized capital).

Deed of Amendment to Articles of Association (Deed II – Reversed stock split).

Form of Warrant Agreement for Generac Power Systems, Inc.

Form of Warrant Agreement for June 2026 PIPE Investors

Opinion of Loyens & Loeff N.V.

Consent of BDO Bedrijfsrevisoren BV, Ernst & Young, S.L., independent registered public accounting firm. of Wall Box Chargers, S.L.

Consent of Loyens & Loeff N.V. (included in Exhibit 5.1) to this Registration Statement).

Power of Attorney (included on the signature page hereto).

Calculation of Filing Fee Tables.

Undertakings 49 changes

(a) The undersigned registrant hereby undertakes:

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provided , however , that: Paragraphs (i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) (§ 230.424(b) of this chapter) if, in the aggregate, the changes in volume and price represent no more than 20% 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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and 44 more changes in the filing