6-K

Wallbox N.V.

Date: November 29, 2022

/s/ Enric Asunción Escorsa

Enric Asunción Escorsa

Chief Executive Officer

EXPLANATORY NOTE

On November 29, 2022, Wallbox N.V. (the “Company”) announced a private placement of its Class A ordinary shares, pursuant to which the Company will sell 8,176,694 Class A ordinary shares for aggregate gross proceeds of $43.5 million to certain existing investors and strategic partners. The Company’s ordinary shares will be sold to such investors at a price of $5.32 per share, and the private placement is expected to close on December 5, 2022, subject to the satisfaction of customary closing conditions. The Company has also agreed to file a registration statement for the resale of the ordinary shares purchased pursuant to the private placement. Participants include, but are not limited to Inversiones Financieras Perseo (Iberdrola) and Kensington Capital Partners, both strategic partners and current shareholders, Infisol 3000 and Orilla Asset Management, current shareholders each of which have a seat on our Board of Directors, and Enric Asunción, Co-founder and CEO of the Company.

The offer and sale of the ordinary shares have not been, and will not be, registered under the Securities Act of 1933, as amended (the “Securities Act”), or any other securities laws, and the ordinary shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws. This Form 6-K shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities, in any state or jurisdiction in which such offer, solicitation or sale of these securities would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

A copy of the Company’s Form of Subscription Agreement and press release is furnished hereto as Exhibits 10.1 and 99.1, respectively.

FORWARD-LOOKING STATEMENTS

This Form 6-K contains forward-looking statements within the meaning of the 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements contained in this Form 6-K other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the private placement. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “”target,” will,” “would” and similar expressions are intended to identify forward-looking statements, though not all forward-looking statements use these words or expressions. These statements are neither promises nor guarantees, but involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including, but not limited to: Wallbox’s history of operating losses as an early stage company; the adoption and demand for electric vehicles including the success of alternative fuels, changes to rebates, tax credits and the impact of government incentives; Wallbox’s ability to successfully manage its growth; the accuracy of Wallbox’s forecasts and projections including those regarding its market opportunity; competition; risks related to health pandemics including those of COVID-19; losses or disruptions in Wallbox’s supply or manufacturing partners; impacts resulting from the conflict between Russia and Ukraine; risks related to macro-economic conditions and inflation; Wallbox’s reliance on the third-parties outside of its control; risks related to Wallbox’s technology, intellectual property and infrastructure; as well as the other important factors discussed and incorporated by reference under the heading “Risk Factors” in Wallbox’s Registration Statement, as amended, on Form F-3 (File No. 333-268347) filed on November 14, 2022, and as such factors may be updated from time to time in its other filings with the Securities and Exchange Commission (the “SEC”), accessible on the SEC’s website at www.sec.gov and the Investors Relations section of Wallbox’s website at investors.wallbox.com. Any such forward-looking statements represent management’s estimates as of the date of this Form 6-K. Any forward-looking statement that Wallbox makes in this Form 6-K speaks only as of the date of such statement. Except as required by law, Wallbox disclaims any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise.


Exhibit No.		Description

10.1		Form of Subscription Agreement

99.1		Wallbox N.V. Press Release