Amended Statement of Beneficial Ownership (sc 13d/a)
July 27 2022 - 2:59PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
ENERGY
VAULT HOLDINGS, INC.
(Name
of Issuer)
CLASS
A COMMON STOCK, PAR VALUE $0.0001 PER SHARE
(Title
of Class of Securities)
29280W
109
(CUSIP
Number)
Matthew
L. Saunders
c/o Helena Special Investments LLC
515 S Flower Street, Suite 5100
Los Angeles, CA 90071
Tel: (424) 274-2045
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy
to:
Brian
Lee
Dentons
US LLP
1221
Avenue of the Americas
New
York, NY 10020-1089
Telephone:
(212) 768-6926
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July
18, 2022
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b)
for other parties to whom copies are to be sent.
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
| 1. |
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO.
Helena
Special Investments LLC
|
| 2. |
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
| 3. |
|
SEC
USE ONLY
|
| 4. |
|
SOURCE
OF FUNDS
WC
|
| 5. |
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
☐ |
| 6. |
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7. |
|
SOLE
VOTING POWER
6,928,923
Shares
|
| |
8. |
|
SHARED
VOTING POWER
0
|
| |
9. |
|
SOLE
DISPOSITIVE POWER
6,928,923
Shares
|
| |
10. |
|
SHARED
DISPOSITIVE POWER
0
|
| 11. |
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,928,923
Shares
|
| 12. |
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
| 13. |
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.1%
|
| 14. |
|
TYPE
OF REPORTING PERSON
OO
- Limited Liability Company
|
Item 1. |
Security
and Issuer |
This
Statement on Schedule 13D (this “Statement”) relates to Class A Common Stock (the “Class A Common Stock”) of
Energy Vault Holdings, Inc. (the “Company”), a Delaware corporation. The Company’s principal executive office is 4360
Park Terrace Drive, Suite 100, Westlake Village, CA 93161.
| Item 2. |
Identity
and Background |
This
Statement is being filed by Helena Special Investments LLC (“HSI”). HSI is organized under the laws of Delaware. The address
of HSI’s principal executive office is 515 S. Flower St. Suite 5100, Los Angeles, CA 90071.
HSI
has not, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors);
or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding
was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. |
Source
and Amount of Funds or Other Consideration |
HSI
acquired the shares of the Company’s Class A Common Stock in connection with the Company’s business combination with Novus
Capital Corporation II, a special purpose acquisition company.
| Item 4. |
Purpose
of Transaction |
HSI
acquired the Class A Common Stock for investment purposes. HSI does not presently have any plans or proposals which relate to or would
result in any of the events, actions or conditions specified in paragraphs (a) through (j) of Item 4 of Schedule 13D.
| Item 5. |
Interest
in Securities of the Issuer |
| |
|
| (a) – (b) |
The
responses to Items 7 to 13 on page two of this Schedule 13D are incorporated herein by reference. The percentage of Shares outstanding
reported as beneficially owned by HSI set forth on page two as of the date hereof is based on 136,212,097 Shares outstanding as reported
by the Issuer. |
| |
|
| (c) |
On
July 18, 2022, through an in-kind distribution, with no additional consideration paid, HSI Puma LLC, for which HSI acted as investment
manager, disposed of 1,190,327 shares of the Issuer. Additionally, HSI executed an acknowledgement letter with Helena Zepak
EV LLC on July 20, 2022. Pursuant to such acknowledgement letter, HSI discontinued its role as investment manager and
ceased to be the beneficial owner of 1,608,009 shares of the Issuer held by Helena Zepak EV LLC. |
| |
|
| (d) |
Not
applicable. |
| |
|
| (e) |
Not
applicable. |
| |
|
| Item 6. |
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| |
|
| |
HSI
executed an acknowledgement letter with Helena Zepak EV LLC on July 20, 2022. Pursuant to such acknowledgement letter, HSI discontinued
its role as investment manager and ceased to be the beneficial owner of 1,608,009 shares of the Issuer held by Helena Zepak EV LLC. |
| Item 7. |
Material
to Be Filed as Exhibits |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
July 27, 2022
Signature:
| |
HELENA SPECIAL INVESTMENTS LLC |
| |
|
|
| |
By: |
/s/
Matthew
L. Saunders |
| |
Name: |
Matthew
L. Saunders |
| |
Title: |
Principal |
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