UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO SECTION 13A-16 OR 15D-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of July 2026
Commission File Number: 001-40865
Wallbox N.V.
(Translation of registrant’s name into English)
Carrer del Foc, 68 Barcelona, Spain 08038
Tel: +34 930 181 668
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
EXPLANATORY NOTE
Private Placement and Warrant agreement with Reference Shareholders and IFEM
On July 2, 2026, Wallbox N.V. (the “Company” or “Wallbox”) announced a private placement of its Class A ordinary shares, nominal value €2.40 per share (the “Class A Shares”), pursuant to which the Company agreed to issue and sell 4,916,023 Class A Shares, at $2.7216 per share, for aggregate gross proceeds of approximately €11.8 million (approximately $13.4 million) to certain existing investors (the “PIPE Transaction”). The share price was set at the higher of: (a) the price resulting from applying a 20% discount to the volume-weighted average price (VWAP) of the Class A Shares over the 15 trading days prior June 25, 2026; and (b) €2.40 per share, being the nominal value of the Class A Shares. The PIPE Transaction closed on June 30, 2026. Investors in the PIPE Transaction included Orilla Asset Management, S.L., AM Gestió, S.L. and Mingkiri S.L, each a current shareholders holding a seat on the Company’s Board of Directors, Enric Asunción, co-founder and CEO of the Company, who purchased through Kariega Ventures, S.L; existing investor Inversiones Financieras Perseo, S.L. (“Iberdrola”) and new investor, the Generalitat de Catalunya through Instruments Financers per a Empreses Innovadores, S.L. Unipersonal (“IFEM”). The Company has also agreed to file a registration statement for the resale of the Class A Shares issued in the PIPE Transaction, subject to additional terms as described in the Subscription Agreement executed by each investor.
The PIPE Transactions were previously disclosed by the Company in the Form 6-K filed on April 1, 2026 (the “April 6-K”) in which the transaction was defined as the “Capital Increase”, by which the Reference Shareholders (as defined in the April 6-K, and such definition shall apply to all references to such term herein) and IFEM committed to subscribe for new shares in the Capital Increase. The payment obligations under the PIPE Transaction have been satisfied by the Reference Shareholders by set-off against their outstanding obligations under the Bridge Loan (including the OID and capitalized PIK interest). IFEM has subscribed for its new Class A Shares commitment in cash. Accordingly, two forms of Subscription Agreement have been entered into (each a “Subscription Agreement”): each Reference Shareholder has entered into the form providing for payment by set-off, and IFEM has entered into the form providing for payment in cash. As a result of such set-off, the Bridge Loan has been fully repaid and discharged, with no further obligations outstanding thereunder.
The offer and sale of the Class A 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 Class A 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.
The foregoing description of the Subscription Agreements does not purport to complete and is subject to, and qualified in its entirety by, the full text of the Subscription Agreements, both forms, as previously mentioned, which are filed hereto as Exhibit 2.1 and Exhibit 2.2. and are incorporated herein by reference.
As also previously disclosed in the April 6-K, as a restructuring support fee, and in addition to the new Class A Shares, the Company agreed to issue warrants to the Reference Shareholder and IFEM equivalent to half of the Class A Shares issued to each of them in the PIPE Transaction. Therefore on June 26, 2026 the Reference Shareholders and IFEM entered into warrant agreements (the “Warrant Agreements”), pursuant to which the Company issued to the Reference Shareholders and IFEM (together with its assignees, the “Warrantholders”) and the Warrantholders subscribed for and acquired, an aggregate of 2,458,008 warrants exercisable for a period of 5 years from the date of such Warrant Agreement, for an equal number of the Company’s Class A Shares, at an exercise price of up to €2.40 per Class A Share. The Warrant Agreements also provide for a redemption right in favor of the Company when the reported trading price of the Company’s Class A Shares is at least $120.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third business day prior to the date when the notice of redemption is given.
A copy of the Company’s press release in connection with the Transaction is included as Exhibit 99.1 hereto.
Private Placement and Warrant agreement with New Investor
On July 1, 2026, the Company consummated an additional private placement of its Class A Shares, with the same conditions as the PIPE Transaction (the “New PIPE Transaction”). Pursuant to its subscription agreement, the FOCUS ON NEXT FRONTIER, S.L.U. (“New Investor”), subscribed for 1,687,500 Class A Shares, at a price of $2.7216 per share, for aggregate gross proceeds of approximately €4 million (approximately $4.6 million). The share price was calculated using the same formula used in the PIPE Transaction based on more recent pricing reference dates (the higher of: (a) the price resulting from applying a 20% discount to the volume-weighted average price (VWAP) of the Class A Shares over the 15 trading days prior June 25, 2026; and (b) €2.40 per share, being the nominal value of the Class A Shares). The Company has also agreed to file a registration statement for the resale of the Class A Shares purchased by the New Investor, subject to additional terms as described in the Subscription Agreement that was signed by such investor.
The offer and sale of the Class A 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 Class A 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.
The foregoing description of the Subscription Agreements does not purport to complete and is subject to, and qualified in its entirety by, the full text of the Subscription Agreements, a form of which is filed hereto as Exhibit 2.3 and incorporated herein by reference.
In addition, and on the same terms and conditions as the Warrant Agreement entered into in connection with the PIPE Transaction, the New Investor has also been granted a warrant agreement (the “New Investor Warrant Agreement”), pursuant to which the Company issued to the New Investor (together with its assignees, the “New Investor Warrantholder”) and the New Investor Warrantholder subscribed for and acquired, an aggregate of 843,750 warrants exercisable for a period of 5 years from the date of such New Investor Warrant Agreement, for an equal number of the Company’s Class A Shares, at an exercise price of up to €2.40 per Class A Share. The New Investor Warrant Agreement also provides for a redemption right in favor of the Company when the reported trading price of the Company’s Class A Shares is at least $120.00 per share on each of twenty (20) trading days within the thirty (30) trading-day period ending on the third business day prior to the date when the notice of redemption is given.
A copy of the Company’s press release is furnished hereto as Exhibit 99.1.
Restructuring update
As previously disclosed in the April 6-K and the Form 6-K filed on May 7, 2026 (the “May 6-K”), the Restructuring Plan received court approval and became binding on all affected financial and non-financial creditors of the Group. The applicable objection and appeal periods have now lapsed without any challenge having been filed, and the court approval is therefore final and non-appealable. The customary post-approval formalities and conditions for effectiveness under the Restructuring Plan have been completed and the closing of the restructuring took place on June 25, 2026.
FORWARD-LOOKING STATEMENTS
This press release 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, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this press release other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding the expected timing and completion of Wallbox’s planned restructuring, including the approval of the restructuring
plan by the applicable Spanish court; the negotiation and execution of definitive agreements giving effect to the restructuring plan on the terms described herein; the expected completion of the capital increase; the anticipated repayment of the bridge loan by set-off against subscription obligations; the Group’s projected cash generation and debt service capacity; and the Group’s ability to implement its business plan following completion of the restructuring.
The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “focus,” “forecast,” “intend,” “likely,” “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: the risk that the restructuring plan may not be approved by the Spanish court or become effective on the anticipated timeline or at all; that the terms of the restructuring may be modified in the course of finalizing definitive documentation; as well as Wallbox’s history of operating losses; its ability to obtain adequate capital funding or improve its financial performance, as well as the other important factors discussed under the caption “Risk Factors” in Wallbox’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, 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 Investor 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 press release. Any forward-looking statement that Wallbox makes in this press release 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.
Incorporation by Reference
The information included in this Report on Form 6-K (including Exhibit 2.1, Exhibit 2.2., Exhibit 2.3. and Exhibit 99.1) is hereby incorporated by reference into the Company’s Registration Statement on Form S-8 (File No. 333-263795) and Registration Statements on Form F-3, as amended (Files No. 333-268347, 333-268792, 333-271116, 333-273323, 333-276491 and 333-281952), and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
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Exhibit
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Description |
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2.1 |
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Form of Subscription Agreement payment against set-off |
2.2 |
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Form of Subscription Agreement payment in cash |
2.3. |
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Form of Subscription Agreement payment in cash New Investor |
99.1 |
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Wallbox N.V. Press Release dated July 2, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Wallbox N.V. |
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Date: July 2, 2026 |
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By: |
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/s/ Enric Asunción Escorsa |
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Enric Asunción Escorsa |
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Chief Executive Officer |
Wallbox Completes Approximately €11.8 Million Equity Raise and Secures Additional €4 Million Investment
•The transactions comprise the previously announced €10.65 million equity raise, and include a separate €4 million investment by FOCUS ON NEXT FRONTIER (FOCUS).
Barcelona, Spain — July 2, 2026 — Wallbox N.V. (NYSE: WBX) ("Wallbox" or the "Company", and together with its consolidated subsidiaries, the "Group"), a global provider of electric vehicle charging and energy management solutions, today announced the successful completion of the conditions for the effectiveness of its previously announced financial restructuring, including the completion of an approximately €11.8 million equity raise, as well as a separate €4 million investment by FOCUS ON NEXT FRONTIER (FOCUS), the investment company through which Rafael Ruiz channels his industrial holdings.
The approximately €11.8 million equity raise represents the completion of the equity financing contemplated under the Company's restructuring plan. It includes the previously announced €10.65 million equity financing, together with approximately €1.1 million resulting from the capitalization of the original issue discount (OID) and paid-in-kind (PIK) interest accrued under the bridge loan entered in April 2026 with the relevant shareholders. The transaction included the participation of Wallbox's reference shareholders and the previously announced €5 million investment by the Generalitat de Catalunya, through IFEM.
In a separate transaction, FOCUS completed a €4 million investment in Wallbox, joining the Company as a new shareholder. The investment is part of FOCUS’s strategy of executing its investment plan in industrial holdings of high-technology companies.
Following the expiration of the applicable objection and appeal periods without any challenges being filed, the court approval of the restructuring plan is now final and non-appealable.
The completion of the customary post-approval formalities and conditions for effectiveness of the restructuring plan, together with the equity raise contemplated therein and the additional investment by FOCUS, marks an important milestone for the Company, strengthening its balance sheet, reinforcing its liquidity position and providing a solid foundation to execute its long-term business strategy.
"We are delighted to welcome FOCUS, the investment company of Rafael Ruiz, as a new shareholder in Wallbox and are grateful for the confidence he has placed in our company," said Enric Asunción, Chief Executive Officer and co-founder of Wallbox. "Rafael's extensive experience in the automotive industry and deep understanding of the transformation taking place in mobility make FOCUS a valuable addition to our shareholder base. Together with the support of the Generalitat de Catalunya, through IFEM, our reference shareholders and our financial partners, this investment reflects strong confidence in our long-term strategy and reinforces our ability to execute it."
For further information regarding the transactions described above, please refer to the Company's Form 6-K filed with the U.S. Securities and Exchange Commission.
About Wallbox
Wallbox is a global technology company, dedicated to changing the way the world uses energy. Wallbox creates advanced electric vehicle charging and energy management systems that redefine the relationship between users and the network. Wallbox goes beyond charging electric vehicles to give users the power to control their consumption, save money and live more sustainably. Wallbox offers a complete portfolio of charging and energy management solutions for residential, semi-public, and public use in more than 100 countries around the world. Founded in 2015 in Barcelona, where the company’s headquarters are located, Wallbox currently has offices across Europe, Asia, and America. For more information, visit www.wallbox.com
Forward Looking Statements
This press release 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 press release other than statements of historical fact should be considered forward-looking statements, including, without limitation, statements regarding Wallbox’s ability to enter into definitive agreements with its relevant creditors and key shareholders giving effect to the provisions of the Commercial Agreement, including the term sheet referenced above, and otherwise effectuate the proposed capital restructuring, expected future operating results and financial position, profitability and cost optimization, industry and company growth, business strategy and plans and market opportunity. The words “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “focus,” “forecast,” “intend,” “likely,” “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; the adoption and demand for electric vehicles including the success of alternative fuels, changes to rebates, tax credits and the impact of government incentives or reduction thereof; political and economic uncertainty and macroeconomic factors, such as impacts from tariffs and trade barriers, geopolitical conflicts, consumer spending, inflation and foreign exchange rates; the accuracy of Wallbox’s forecasts and projections including those regarding its market opportunity; competition; risks related to losses or disruptions in Wallbox’s supply or manufacturing partners; Wallbox’s reliance on the third-parties outside of its control; risks related to Wallbox’s technology, intellectual property and infrastructure; executive orders and regulatory changes under the U.S. political administration and uncertainty therefrom, as well as the other important factors discussed under the caption “Risk Factors” in Wallbox’s Annual Report on Form 20-F for the fiscal year ended December 31, 2025, 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 press release. Any forward-looking statement that Wallbox makes in this press release 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.
Contacts
Wallbox Public Relations Contact: Wallbox Investor Contact:
Albert Cabanes Michael Wilhelm
Public Relations Corporate Development & IR
Press@wallbox.com Investors@wallbox.com
