Monitor whether Yorkville begins converting near the $1.19 floor, as that would trigger dilution. The backlog increase suggests potential revenue acceleration, but watch subsidiary covenant compliance (Cross Trails DSCR, CRC debt service). The equity cure right caps Cross Trails' default risk at four uses.
Price Chart
Executive Summary
Energy Vault amended its convertible debenture facility with Yorkville, increasing capacity to $150M and issuing an additional $38M tranche (net ~$34.6M) at a 5% OID plus a $1.25M structuring fee. The debenture carries a 7.5% interest rate, a conversion floor of $1.19, and an exchange cap of 33.25M shares. Simultaneously, subsidiaries Calistoga Resiliency Center prepaid ~$5M of notes (waiving make-whole) and Cross Trails Energy Storage received a DSCR covenant waiver with an equity cure right. Management also disclosed a material backlog increase from $1.3B as of March 31, 2026. The combination of growth funding and backlog expansion offsets dilutive and covenant-stress concerns.
Key Financial Metrics
Key Facts
- Securities Purchase Agreement capacity increased from $75M to $150M
- Additional $38M principal of convertible debentures issued at 95% of par, net proceeds ~$34.6M
- Conversion price: 97% of lowest 4-day VWAP, floor $1.19 per share
- Exchange cap of 33,251,333 shares (19.99% of outstanding)
- Maturity extended to July 1, 2027; interest rate 7.5% (18% default)
- CRC subsidiary prepaid ~$5M of its $27.8M notes; make-whole waived, DSCR testing deferred to Nov 30, 2026
- Cross Trails subsidiary received waiver for DSCR breach and added 4-shot equity cure right
- Backlog increased materially from $1.3 billion as of March 31, 2026
Financial Impact
Net cash inflow of ~$34.6M from additional debenture; potential dilution of up to 33.25M shares (~18.5% of current outstanding); ~$5M debt prepayment reduces subsidiary leverage
Risk Factors
- Dilution from debenture conversions could pressure stock price
- Cross Trails DSCR breach signals project-level cash flow stress
- Backlog conversion may be delayed by project contingencies
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001828536-26-000083 |
| Exhibit: exhibit101-nrgvxfirstamend.htm | 0001828536-26-000083 |
| Exhibit: exhibit102redacted-calisto.htm | 0001828536-26-000083 |
| Exhibit: exhibit103redacted-crosstr.htm | 0001828536-26-000083 |
| Document: nrgv-20260626.htm | 0001828536-26-000083 |
| Document: 0001828536-26-000083-index-headers.html | 0001828536-26-000083 |
| Document: 0001828536-26-000083-index.html | 0001828536-26-000083 |
| Document: 0001828536-26-000083.txt | 0001828536-26-000083 |
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|---|---|---|---|---|---|
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