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Wallbox N.V.

Wallbox N.V.WBXEarnings & Financial Report

NYSE · Industrials

Wallbox is a smart electric vehicle charging and energy management provider which designs, manufactures and distributes electric vehicle charging technologies.

What changed in Wallbox N.V.'s 20-F — 2022 vs 2023

Top changes in Wallbox N.V.'s 2023 20-F

580 paragraphs added · 523 removed · 422 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

142 edited+49 added−38 removed296 unchanged
Because our customers do not have long-term contracts, it may be difficult for us to accurately predict future revenue streams. We cannot provide assurance that current customers will continue to use our products or services or that we will be able to replace departing customers with new customers that provide we with comparable revenue.
Because our customers do not have long‑term contracts, it may be difficult for us to accurately predict future revenue streams. We cannot provide assurance that current customers will continue to use our products or services or that we will be able to replace departing customers with new customers that provide us with comparable revenue.
During the cooling-off period, if invoked, the Board must gather all relevant information necessary for a careful decision-making process. In this context, the Board must at least consult with shareholders representing at least 3% of our issued share capital at the time the cooling-off period was invoked and with the our works council, if applicable.
During the cooling‑off period, if invoked, the Board must gather all relevant information necessary for a careful decision‑making process. In this context, the Board must at least consult with shareholders representing at least 3% of our issued share capital at the time the cooling‑off period was invoked and with our works council, if applicable.
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 (such as semiconductors, microchips and lithium), 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; • inflationary pressures on the cost of EVs and the cost of financing EV purchases; and • concerns about the future viability of EV manufacturers.
The market for EVs could be affected by numerous factors, such as: 7 • 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 (such as semiconductors, microchips and lithium), 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; • inflationary pressures on the cost of EVs and the cost of financing EV purchases; and • concerns about the future viability of EV manufacturers.
The Enterprise Chamber must rule in favor of the request if the shareholders can demonstrate that: a. the Board, in light of the circumstances at hand when the cooling-off period was invoked, could not reasonably have come to the conclusion that the relevant shareholder proposal or hostile offer constituted a material conflict with the interests of and its business; b. the Board cannot reasonably believe that a continuation of the cooling-off period would contribute to careful policy-making; c. if other defensive measures, having the same purpose, nature and scope as the cooling-off period, have been activated during the cooling-off period and are not terminated or suspended at the relevant shareholders’ written request within a reasonable period following the request (i.e., no ‘stacking’ of defensive measures).
The Enterprise Chamber must rule in favor of the request if the shareholders can demonstrate that: (a) the Board, in light of the circumstances at hand when the cooling‑off period was invoked, could not reasonably have come to the conclusion that the relevant shareholder proposal or hostile offer constituted a material conflict with the interests of and its business; 30 (b) the Board cannot reasonably believe that a continuation of the cooling‑off period would contribute to careful policy‑making; (c) if other defensive measures, having the same purpose, nature and scope as the cooling‑off period, have been activated during the cooling‑off period and are not terminated or suspended at the relevant shareholders’ written request within a reasonable period following the request (i.e., no ‘stacking’ of defensive measures).
We operate a global business and may have direct or indirect interactions with officials and employees of government agencies or state-owned or government controlled entities, including in jurisdictions that pose a heightened risk of anti-corruption violations, and we may participate in relationships with third parties whose conduct could potentially subject us to liability under the FCPA other anti-corruption laws, even if we do not explicitly authorize or have actual knowledge of such activities.
We operate a global business and may have direct or indirect interactions with officials and employees of government agencies or state‑owned or government controlled entities, including in jurisdictions 18 that pose a heightened risk of anti‑corruption violations, and we may participate in relationships with third parties whose conduct could potentially subject us to liability under the FCPA other anti‑corruption laws, even if we do not explicitly authorize or have actual knowledge of such activities.
Our business will also be harmed if customers and potential customers believe our products and services are unreliable. The EV charging market is characterized by rapid technological change, which requires us to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of our products and our financial results.
Our business will also be harmed if customers and potential customers believe our products and services are unreliable. 22 The EV charging market is characterized by rapid technological change, which requires us to continue to develop new products and product innovations. Any delays in such development could adversely affect market adoption of our products and our financial results.
This may affect your rights as a shareholder. We will be subject to the DGCG. The DCGC contains both principles and best practice provisions on corporate governance that regulate relations between the management board and the general meeting of shareholders and matters in respect of financial reporting, auditors, disclosure, compliance and enforcement standards.
This may affect your rights as a shareholder. We will be subject to the DCGC. The DCGC contains both principles and best practice provisions on corporate governance that regulate relations between the management board and the general meeting of shareholders and matters in respect of financial reporting, auditors, disclosure, compliance and enforcement standards.
By virtue of the current convention between the government of the Kingdom of the Netherlands and the government of the Kingdom of Spain for the avoidance of double taxation with respect to taxes on income and on capital (the “Dutch-Spanish Tax Treaty”), in such case we will be considered a resident for purposes of the Dutch-Spanish Tax Treaty in the country where we are effectively managed.
By virtue of the current convention between 32 the government of the Kingdom of the Netherlands and the government of the Kingdom of Spain for the avoidance of double taxation with respect to taxes on income and on capital (the “Dutch‑Spanish Tax Treaty”), in such case we will be considered a resident for purposes of the Dutch‑Spanish Tax Treaty in the country where we are effectively managed.
In the future, we would lose its foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status.
In the future, we would lose our foreign private issuer status if (1) more than 50% of our outstanding voting securities are owned by U.S. residents and (2) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status.
In the performance of their duties, our management board is required by Dutch law to consider the interests of our company and the sustainable success of our business, with an aim to creating long-term value, taking into account the interests of our shareholders, employees and other stakeholders, in all cases with due observation of the principles of reasonableness and fairness.
In the performance of their duties, our management board is required by Dutch law to consider the interests of our 29 company and the sustainable success of our business, with an aim to creating long‑term value, taking into account the interests of our shareholders, employees and other stakeholders, in all cases with due observation of the principles of reasonableness and fairness.
Volatility in the price of shares may, therefore, negatively impact our ability to attract or retain highly skilled personnel. Further, the requirement to expense stock options and other equity-based compensation may discourage us from granting the size or type of stock option or equity awards that job candidates require to join us.
Volatility in the price of shares may, therefore, negatively impact our ability to attract or retain highly skilled personnel. Further, the requirement to expense stock options and other equity‑based compensation may discourage us from granting the size or type of stock option or 11 equity awards that job candidates require to join us.
If we are or become a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder holds Class A Shares or Public Warrants, certain adverse U.S. federal income tax consequences may apply to such U.S. holder.
If we are or become a “passive foreign investment company,” or a PFIC, within the meaning of Section 1297 of the Code for any taxable year during which a U.S. holder holds Class A Shares or Warrants, certain adverse U.S. federal income tax consequences may apply to such U.S. holder.
Competitors may be able to respond more quickly and effectively than us 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.
Competitors may be able to respond more quickly and effectively than us to new or changing opportunities, technologies, standards or customer requirements, and may be better equipped to initiate or withstand substantial price competition. 10 The EV charging business may become more competitive, pressuring future increases in utilization and margins.
Developing alternate sources of supply for these components may be time-consuming, difficult, and costly and we may not be able to source these components on terms that are acceptable to us, or at all, which may undermine our ability to fill our orders in a timely manner.
Developing alternate sources of supply for these components may be time‑consuming, difficult, and costly and we may not be able to source 19 these components on terms that are acceptable to us, or at all, which may undermine our ability to fill our orders in a timely manner.
In addition, the Dutch law imposes restrictions on our ability to declare and pay dividends. Payment of dividends may also be subject to Dutch withholding taxes. The number of issued Shares and outstanding Shares and outstanding Warrants may fluctuate substantially, which could lead to adverse tax consequences for the holders thereof.
In addition, the Dutch law imposes restrictions on our ability to declare and pay dividends. Payment of dividends may also be subject to Dutch withholding taxes. 27 The number of issued Shares and outstanding Shares and outstanding Warrants may fluctuate substantially, which could lead to adverse tax consequences for the holders thereof.
In the United States, we are required to undergo certification and testing of compliance with UL standards, as well as other national and industry specific standards. We endeavor to have our products designed to meet the certification requirements of, and to be certified in, each of the jurisdictions in which they are sold.
In the United States, we are required to undergo certification and testing of compliance with UL standards, as well as other national and industry specific standards. We endeavor to have our products designed to meet the certification requirements of, and to be certified in, each of the 14 jurisdictions in which they are sold.
Our software may contain latent defects or errors that may be difficult to detect and remediate. We are continuing to evolve the features and functionality of its platform through updates and enhancements, and as we do, we may introduce additional defects or errors that may not be detected until after deployment to customers.
Our software may contain latent defects or errors that may be difficult to detect and remediate. We are continuing to evolve the features and functionality of our platform through updates and enhancements, and as we do, we may introduce additional defects or errors that may not be detected until after deployment to customers.
We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which will require management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of control over financial reporting.
We are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes‑Oxley Act, which require management to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of control over financial reporting.
We may in the future elect to follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.
We may in the future elect to 28 follow home country practices with regard to other matters. As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all NYSE corporate governance requirements.
Our business is significantly dependent on its ability to meet labor needs, and we may be subject to work stoppages at our facilities or at the facilities of our supply and manufacturing partners, which could negatively impact the profitability of our business.
Our business is significantly dependent on our ability to meet labor needs, and we may be subject to work stoppages at our facilities or at the facilities of our supply and manufacturing partners, which could negatively impact the profitability of our business.
In order to avoid levying Dutch dividend withholding tax on such future dividend distributions, we may set up procedures to identify its shareholders, in order to assess whether there are our Shareholders in respect of which Dutch dividend withholding tax may have to be withheld.
In order to avoid levying Dutch dividend withholding tax on such future dividend distributions, we may set up procedures to identify our shareholders, in order to assess whether there are Shareholders in respect of which Dutch dividend withholding tax may have to be withheld.
If the market for EVs develops more slowly than expected, or if demand for EVs decreases, our growth would be reduced and its business, prospects, financial condition and operating results would be harmed.
If the market for EVs develops more slowly than expected, or if demand for EVs decreases, our growth would be reduced and our business, prospects, financial condition and operating results would be harmed.
As a result, our dual class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change its capital structure.
As a result, our dual class structure may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure.
The cooling-off period, if invoked, ends upon the earliest of the following events: a. the expiration of 250 days from: i. in case of shareholders using their shareholder proposal right, the day after the deadline for making such proposal for the next General Meeting has expired; 39 Table of Contents ii. in case of Shareholders using their right to request a General Meeting, the day when they obtain court authorization to do so; or iii. in case of a public offer as described above being made without agreement having been reached with on such offer, the first following day; b. the day after a public offer without agreement having been reached with us on such offer, having been declared unconditional; or c. the Board deciding to end the cooling-off period earlier.
The cooling‑off period, if invoked, ends upon the earliest of the following events: (a) the expiration of 250 days from: (i) in case of shareholders using their shareholder proposal right, the day after the deadline for making such proposal for the next General Meeting has expired; (ii) in case of Shareholders using their right to request a General Meeting, the day when they obtain court authorization to do so; or (iii) in case of a public offer as described above being made without agreement having been reached with on such offer, the first following day; (b) the day after a public offer without agreement having been reached with us on such offer, having been declared unconditional; or (c) the Board deciding to end the cooling‑off period earlier.
The market price of Class A Shares could be highly volatile and may fluctuate substantially as a result of many factors, including, without limitation: • actual or anticipated fluctuations in our results of operations; • variance in our financial performance from the expectations of market analysts or others; • announcements by us or our competitors of significant business developments, changes in significant customers, acquisitions or expansion plans; • our involvement in litigation; • our sale of Shares or other securities in the future; • market conditions in our industry; • changes in key personnel; 34 Table of Contents • the trading volume of our Class A Shares; • changes in the estimation of the future size and growth rate of our markets; and • general economic, industry and market conditions, including, for example, the effects of recession or slow economic growth in the U.S. and abroad, interest rates, fuel prices, international currency fluctuations, corruption, political instability, acts of war, including the Russia/Ukraine conflict and the ongoing COVID-19 pandemic or other public health crises.
The market price of Class A Shares could be highly volatile and may fluctuate substantially as a result of many factors, including, without limitation: • actual or anticipated fluctuations in our results of operations; • variance in our financial performance from the expectations of market analysts or others; 26 • announcements by us or our competitors of significant business developments, changes in significant customers, acquisitions or expansion plans; • our involvement in litigation; • our sale of Class A Shares or other securities in the future; • market conditions in our industry; • changes in key personnel; • the trading volume of our Class A Shares; • changes in the estimation of the future size and growth rate of our markets; and • general economic, industry and market conditions, including, for example, the effects of recession or slow economic growth in the U.S. and abroad, interest rates, fuel prices, international currency fluctuations, corruption, political instability, acts of war, including the Russia/Ukraine conflict and the ongoing COVID‑19 pandemic or other public health crises.
Further, California adopted the California Consumer Privacy Act (“CCPA”) and the California State Attorney General has begun enforcement actions. Further, on November 3, 2020, California voters approved the California Privacy Rights Act (“CPRA”).
Further, California adopted the 23 California Consumer Privacy Act (“CCPA”) and the California State Attorney General has begun enforcement actions. Further, on November 3, 2020, California voters approved the California Privacy Rights Act (“CPRA”).
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 our business operations and expansion potential.
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 administrative, regulatory or legislative policy. Any reduction in rebates, tax credits or other financial incentives could negatively affect the EV market and adversely impact our business operations, expansion potential and financial results.
It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular cyber-attack, disaster or catastrophe or other disruption, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which would adversely affect its business and financial results.
It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular cyber‑attack, disaster or catastrophe or other disruption, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which would adversely affect our business and financial results.
However, should that happen, the Netherlands will not - regardless of the fact that we are intended to be a tax resident of Spain on the grounds of its place of effective management - be prevented from levying Dutch dividend withholding tax if we distribute profits to Dutch resident shareholders and to non-Dutch resident shareholders that have a permanent establishment in the Netherlands to which their respective shareholding is attributable.
However, should that happen, the Netherlands will not ‑ regardless of the fact that we are intended to be a tax resident of Spain on the grounds of our place of effective management ‑ be prevented from levying Dutch dividend withholding tax if we distribute profits to Dutch resident shareholders and to non‑Dutch resident shareholders that have a permanent establishment in the Netherlands to which their respective shareholding is attributable.
As a result, it may not be possible for shareholders to effect service of process within the United States upon us or its directors and executive officers or to enforce judgments against us or them in U.S. courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States.
As a result, it may not be possible for shareholders to effect service of process within the United States upon us or our directors and executive officers or to enforce judgments against us or them in U.S. courts, including judgments predicated upon the civil liability provisions of the federal securities laws of the United States.
Likewise, there is no guarantee that the procedure that we may put in place to identify its shareholders (which shall be required in order to assess the applicability of both Spanish and Dutch withholding taxes) will be fully effective. Risks Related to U.S.
Likewise, there is no guarantee that the procedure that we may put in place to identify our shareholders (which shall be required in order to assess the applicability of both Spanish and Dutch withholding taxes) will be fully effective. Risks Related to U.S.
As a result, we will be required to disclose material changes in internal control over financial reporting on an annual basis. To achieve compliance with Section 404, we are engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging.
As a result, we are required to disclose material changes in internal control over financial reporting on an annual basis. To achieve compliance with Section 404, we are engaged in a process to document and evaluate our internal control over financial reporting, which is both costly and challenging.
Class B Shares have ten (10) votes per share, while Class A Shares have one (1) vote per share. our co-founders, Enric Asunción Escorsa and Eduard Castañeda, own all of the Class B Shares and collectively control approximately 61% of the voting power of our capital stock.
Class B Shares have ten (10) votes per share, while Class A Shares have one (1) vote per share. our co‑founders, Enric Asunción Escorsa and Eduard Castañeda, own all of the Class B Shares and collectively control approximately 55% of the voting power of our capital stock.
In addition to the other risks described herein, our results of operations to fluctuate due to, including but limitation: • the timing and volume of new sales; • fluctuations in costs; • the timing of new product rollouts; • weaker than anticipated demand for charging products and stations, whether due to changes in government incentives and policies or due to other conditions; • fluctuations in sales and marketing, business development or research and development expenses; • supply chain interruptions and manufacturing or delivery delays; • the timing and availability of new products relative to customers’ and investors’ expectations; 21 Table of Contents • the impact of COVID-19 or other pandemics on our workforce, or those of our customers, suppliers, vendors or business partners; • disruptions in sales, production, service or other business activities or our inability to attract and retain qualified personnel; • unanticipated changes in federal, state, local, or foreign government incentive programs, which can affect demand for EVs; • seasonal fluctuations in EV purchases; • fluctuations in currency exchange rates; • difficulties in developing effective marketing campaigns in unfamiliar international markets; • political, social, and economic instability, including the ongoing war between Russia and Ukraine, potential conflict between China and Taiwan, terrorist attacks, and security concerns in general; and • credit market crises or other adverse market conditions or macroeconomic factors.
In addition to the other risks described herein, our results of operations to fluctuate due to, including but limitation: • the timing and volume of new sales; • fluctuations in costs; • the timing of new product rollouts; • weaker than anticipated demand for charging products and stations, whether due to changes in government incentives and policies or due to other conditions; • fluctuations in sales and marketing, business development or research and development expenses; • supply chain interruptions and manufacturing or delivery delays; • the timing and availability of new products relative to customers’ and investors’ expectations; • the impact of health pandemics on our workforce, or those of our customers, suppliers, vendors or business partners; • disruptions in sales, production, service or other business activities or our inability to attract and retain qualified personnel; • unanticipated changes in federal, state, local, or foreign government incentive programs, which can affect demand for EVs; • seasonal fluctuations in EV purchases; • fluctuations in currency exchange rates; • difficulties in developing effective marketing campaigns in unfamiliar international markets; 17 • political, social, and economic instability, including the ongoing war between Russia and Ukraine, potential conflict between China and Taiwan, terrorist attacks, and security concerns in general; and • credit market crises or other adverse market conditions or macroeconomic factors.
In addition, a significant portion of our software platform depends on its interest in and partnership with Electromaps, S.L. an electromobility and EV charging management platform (“Electromaps”). We are dependent on Electromaps for a portion of our revenues and to build consumer awareness of its brand and products.
In addition, a portion of our software platform depends on our interest in and partnership with Electromaps, S.L. an electromobility and EV charging management platform (“Electromaps”). We are dependent on Electromaps for a portion of our revenues and to build consumer awareness of our brand and products.
As previously reported, in connection with the audits of our consolidated financial statements for each of the years ended December 31, 2020 and 2021, our management and independent registered public accounting firm identified material weaknesses in our internal control over financial reporting.
As previously reported, in connection with the audits of our consolidated financial statements for each of the years ended December 31, 2021 and 2022, our management and independent registered public accounting firm identified material weaknesses in our internal control over financial reporting.
In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm. 28 Table of Contents Interruptions, delays in service, communications outages or inability to increase capacity at third-party data center facilities could impair the use or functionality of our subscription services, harm our business and subject us to liability.
In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm. Interruptions, delays in service, communications outages or inability to increase capacity at third‑party data center facilities could impair the use or functionality of our subscription services, harm our business and subject us to liability.
To address these material weaknesses, we are making and continue to make a number of changes to our program and controls as set forth in Item 15, “Controls and Procedures.” Further, our independent registered public accounting firm has not been engaged to express, nor have they expressed, an opinion on the effectiveness of our internal control over financial reporting.
To address these material weaknesses, we have made and continue to make a number of changes to our program and controls as set forth in Item 15, “Controls and Procedures.” Further, our independent registered public accounting firm has not been engaged to express, nor have they expressed, an opinion on the effectiveness of our internal control over financial reporting.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2023.
The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter, and, accordingly, the next determination will be made with respect to us on June 30, 2024.
The Dutch-Spanish Tax Treaty is currently being renegotiated and may include a 42 Table of Contents provision pursuant to which the tax residency of dual resident entities is determined by way of the Netherlands and Spain reaching mutual agreement, in line with the criterion applied in the OECD-sponsored Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“MLI”).
The Dutch‑ Spanish Tax Treaty is currently being renegotiated and may include a provision pursuant to which the tax residency of dual resident entities is determined by way of the Netherlands and Spain reaching mutual agreement, in line with the criterion applied in the OECD‑sponsored Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (“MLI”).
Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to cause the implementation or enforcement of such preventions with respect to its third-party vendors.
Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and we may not be able to cause the implementation or enforcement of such preventions with respect to our third‑party vendors.
We have varying levels of penetration in our markets and those markets are characterized by unique competitive dynamics. For example, the European EV charging market can be characterized as fragmented. 12 Table of Contents 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.
We have varying levels of penetration in our 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.
As of December 31, 2022, we have one (1) granted design patent in the U.S.A. and we have filed two (2) international patents which are currently in national phase before the relevant authorities.
As of December 31, 2023, we have one (1) granted design patent in the U.S.A. and we have filed two (2) international patents which are currently in national phase before the relevant authorities.
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 10 Table of Contents experiencing a recent decline in sales.
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.
If a company does not comply with those provisions (for example, because of a conflicting NYSE requirement), the company is required to give the reasons for such noncompliance. The DCGC applies to Dutch companies listed on a regulated Market in the EU or a comparable other system, such as the NYSE. We acknowledge the importance of good corporate governance.
If a company does not comply with those provisions (for example, because of a conflicting NYSE requirement), the company is required to give the reasons for such non-compliance. The DCGC applies to Dutch companies listed on a regulated market in the EU or a comparable other system, such as the NYSE. We acknowledge the importance of good corporate governance.
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.
The installation of charging products, particularly our 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.
We have a significant presence in international markets and plan to continue to expand our international operations, which exposes us to a number of risks that could affect our future growth. Expansion into new international markets requires additional management attention and resources in order to tailor our solutions to the unique aspects of each country.
We have a significant presence in international markets and plan to continue to expand our international operations, which exposes us to a number of risks that could affect our future growth. Expansion in existing or new international markets requires additional management attention and resources in order to tailor our solutions to the unique aspects of each country.
Any reduction in force may yield unintended consequences and costs, such as attrition beyond the intended reduction in force, the distraction of employees and reduced employee morale, which could, in turn, adversely impact productivity, including through a loss of continuity, loss of accumulated knowledge or inefficiency during transitional periods.
Any reduction in workforce may yield unintended consequences and costs, such as 9 attrition beyond the intended reduction in workforce, the distraction of employees and reduced employee morale, which could, in turn, adversely impact productivity, including through a loss of continuity, loss of accumulated knowledge or inefficiency during transitional periods.
As a result of its incorporation under Dutch law, we will however also remain a tax resident of the Netherlands for Dutch corporate income tax and dividend withholding tax purposes and, thus, will be considered tax resident in both the Netherlands and Spain (i.e. a so-called ‘dual resident entity’).
As a result of our incorporation under Dutch law, we will however also remain a tax resident of the Netherlands for Dutch corporate income tax and withholding tax purposes and, thus, will be considered tax resident in both the Netherlands and Spain (i.e. a so‑called ‘dual resident entity’).
Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and 25 Table of Contents within a reasonable amount of time, would harm our ability to timely ship our products to our customers.
Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would harm our ability to timely ship our products to our customers.
Our potential profitability and growth is highly dependent upon the continued adoption of Electric Vehicles (“EVs”) by consumers, businesses, and fleet operators continued support from regulatory programs and in each case, the use of our chargers and charging stations, any of which may not occur at the levels we currently anticipate or at all.
Our potential profitability and growth is highly dependent upon the continued adoption of EVs by consumers, businesses, and fleet operators continued support from regulatory programs and in each case, the use of our chargers and charging stations, any of which may not occur at the levels we currently anticipate or at all.
As a result, operating our business or offering our services in Europe or other countries with similar data protection laws would subject us to substantial compliance costs, potential liability (including class actions) and reputational damage, and may require changes to the ways we collect and use consumer information.
As a result, operating our business or offering our services in European or other countries with onerous data protection laws would subject us to substantial compliance costs, potential liability (including class actions) and reputational damage, and may require changes to the ways we collect and use consumer information.
Our corporate affairs are governed by our articles of association, internal rules and policies and by the laws governing companies incorporated in the Netherlands. The rights of shareholders may be different from the rights and obligations of 38 Table of Contents shareholders in companies governed by the laws of U.S. jurisdictions.
Our corporate affairs are governed by our articles of association, internal rules and policies and by the laws governing companies incorporated in the Netherlands. The rights of shareholders may be different from the rights and obligations of shareholders in companies governed by the laws of U.S. jurisdictions.
Sales by us or our shareholders of a substantial number of Shares, the issuance of Shares as consideration for acquisitions, or the perception that these sales might occur, could cause the market price of Class A Shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.
Further, sales by us or our shareholders of a substantial number of Shares or the perception that these sales might occur, could cause the market price of Class A Shares to decline or could impair our ability to raise capital through a future sale of, or pay for acquisitions using, our equity securities.
California may adopt more stringent regulation for DC fast charging by 2024 and, in February 2023, the U.S. Department of Transportation and U.S. Department of Energy announced plans to include minimum standards and “Buy America” requirements for EV chargers funded by certain U.S. federal programs.
For example, California may adopt more stringent regulation of EV charging and, in February 2023, the U.S. Department of Transportation and U.S. Department of Energy announced plans to include minimum standards and “Buy America” requirements for EV chargers funded by certain U.S. federal programs.
We had €23.9 million, €7.3 million and €1.4 million in marketing expenses in each of the years ended December 31, 2022, 2021 and 2020, respectively, and we expect to expend more resources in the future in order to build consumer awareness of our brands.
We had €10.4 million, €23.9 million and €7.3 million in marketing expenses in each of the years ended December 31, 2023, 2022 and 2021, respectively, and we expect to expend more resources in the future in order to build consumer awareness of our brands.
If we incur debt, it would result in increased fixed obligations and could also impose covenants or other restrictions that could impede our ability to manage its operations. 20 Table of Contents Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our shareholders.
If we incur debt, it would result in increased fixed obligations and could also impose covenants or other restrictions that could impede our ability to manage our operations. 16 Our indebtedness could adversely restrict our ability to operate, affect our financial condition, prevent us from complying with requirements under our debt instruments and prevent us from paying cash distributions to our shareholders.
Changes in prices are dependent on a number of factors beyond our control, including macroeconomic factors that may affect commodity prices; changes in supply and demand; general economic conditions; significant political events; labor costs; competition; import duties, tariffs, anti-dumping duties and other similar costs; currency exchange rates and government regulation; and events such as natural disasters and widespread outbreaks of infectious diseases (such as the ongoing COVID-19 pandemic).
Changes in prices are dependent on a number of factors beyond our control, including macroeconomic factors that may affect commodity prices; changes in supply and demand; general economic conditions; significant political events; labor costs; competition; import duties, tariffs, anti‑dumping duties and other similar costs; currency exchange rates and government regulation; and events such as natural disasters and widespread outbreaks of infectious diseases and health pandemics.
Any limit or discontinuation of our access to any platform could adversely affect our business, financial condition or results of operations. 31 Table of Contents Risks Related to Being a Public Company Our management team has limited experience managing a public company.
Any limit or discontinuation of our access to any platform could adversely affect our business, financial condition or results of operations. 24 Risks Related to Being a Public Company Our management team has limited experience managing a public company.
The EV industry is new and evolving as are the standards governing EV charging which have not had the benefit of time-tested use cases. These immature industry standards could result in future incompatibilities and issues that could require significant resources and or time to remedy.
The EV industry is evolving as are the standards governing EV charging and the current lack of industry standards could result in future incompatibilities and issues that could require significant resources and or time to remedy. The EV industry is evolving as are the standards governing EV charging which have not had the benefit of time‑tested use cases.
Any such noncompliance may affect your rights as a shareholder, and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the DCGC.
Any such non-compliance 31 may affect your rights as a shareholder, and you may not have the same level of protection as a shareholder in a Dutch company that fully complies with the DCGC.
In addition, we face the following additional risks associated with our expansion into international locations: • challenges caused by distance, language and cultural differences; • longer payment cycles in some countries; • credit risk and higher levels of payment fraud; • compliance with applicable foreign laws and regulations, including laws and regulations with respect to privacy, consumer protection, spam and content, and the risk of penalties to our customers and individual members of management if its practices are deemed to be out of compliance; • compliance with changing energy, electrical, and power regulations; • unique or different market dynamics or business practices; • currency exchange rate fluctuations; • foreign exchange controls; 19 Table of Contents • political and economic instability and export restrictions; • potentially adverse tax consequences; and • higher costs associated with doing business internationally.
In addition, we face the following additional risks associated with our expansion into international locations: • challenges caused by distance, language and cultural differences; • longer payment cycles in some countries; • credit risk and higher levels of payment fraud; • compliance with applicable foreign laws and regulations, including laws and regulations with respect to privacy, consumer protection, spam and content, and the risk of penalties to our customers and individual members of management if our practices are deemed to be non-compliant; • compliance with changing energy, electrical, and power regulations; • compliance with new or changed climate, sustainability or other similar foreign regulations; • unique or different market dynamics or business practices; • currency exchange rate fluctuations; • foreign exchange controls; • political and economic instability; • export restrictions; • potentially adverse tax consequences; and 15 • higher costs associated with doing business internationally.
Please refer to Item 10, “ Additional Information – E. Taxation. ” U.S. holders of Class A Shares and Warrants should consult with their tax advisors regarding the potential application of these rules. 43 Table of Contents
Please refer to Item 10, “Additional Information-–E. Taxation.” U.S. holders of Class A Shares and Warrants should consult with their tax advisors regarding the potential application of these rules.
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.
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 , and these incentives may change in the future.
Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect our business and results of our operations: • expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects; • loss of existing or potential customers or partners; • interruptions or delays in sales; • equipment replacements; • delayed or lost revenue; • delay or failure to attain market acceptance; • delay in the development or release of new functionality or improvements; • negative publicity and reputational harm; • warranties, sales credits or refunds; • exposure of confidential or proprietary information; • diversion of development and customer service resources; • breach of warranty claims; • legal claims under applicable laws, rules and regulations; and • the expense and risk of litigation.
In addition, if our products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result. 21 Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect our business and results of our operations: • expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects; • loss of existing or potential customers or partners; • interruptions or delays in sales; • equipment replacements; • delayed or lost revenue; • delay or failure to attain market acceptance; • delay in the development or release of new functionality or improvements; • negative publicity and reputational harm; • warranties, sales credits or refunds; • exposure of confidential or proprietary information; • diversion of development and customer service resources; • breach of warranty claims; • legal claims under applicable laws, rules and regulations; and • the expense and risk of litigation.
In many cases, we have had to secure alternative transportation, or use alternative routes, at increased costs to run our supply chain. The global economy is currently undergoing a period of high inflationary pressures, which may continue for the foreseeable future. The escalation or prolongment of hostilities in Ukraine may serve to accelerate these inflationary pressures.
In many cases, we have had to secure alternative transportation, or use alternative routes, at increased costs to run our supply chain. The global economy is currently undergoing a period of high inflationary pressures, which may continue for the foreseeable future.
Our success depends, at least in part, on our ability to protect our core technology and intellectual property. To accomplish this, we rely on, and plan to continue relying on, a combination of trade secrets (including know-how), employee and third-party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, our technology.
To accomplish this, we rely on, and plan to continue relying on, a combination of trade secrets (including know‑how), employee and third‑party nondisclosure agreements, copyright, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, our technology.
The measures we take to protect our technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following: • the scope of any issued patents that may result from the pending patent application may not be broad enough to protect proprietary rights; • the costs associated with enforcing patents, trademarks, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; • current and future competitors may circumvent patents or independently develop similar inventions, trade secrets or works of authorship, such as software; • know-how and other proprietary information we purport to hold as a trade secret may not qualify as a trade secret under applicable laws; and • proprietary designs and technology embodied in our products may be discoverable by third parties through means that do not constitute violations of applicable laws.
Failure to adequately protect our technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of our competitive advantage and a decrease in revenue which would adversely affect our business, prospects, financial condition and operating results. 20 The measures we take to protect our technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following: • the scope of any issued patents that may result from the pending patent application may not be broad enough to protect proprietary rights; • the costs associated with enforcing patents, trademarks, confidentiality and invention agreements or other intellectual property rights may make enforcement impracticable; • current and future competitors may circumvent patents or independently develop similar inventions, trade secrets or works of authorship, such as software; • know‑how and other proprietary information we purport to hold as a trade secret may not qualify as a trade secret under applicable laws; and • proprietary designs and technology embodied in our products may be discoverable by third parties through means that do not constitute violations of applicable laws.
We may be unable to meet our labor needs and control our costs due to external factors such as the availability of a sufficient number of qualified persons in the workforce of the markets in which we operate, unemployment levels, demand for certain labor expertise, prevailing wage rates, wage inflation, changing demographics, health and other insurance costs, adoption of new or revised employment and labor laws and regulations, and the impacts of man-made or natural disasters, such as tornadoes, hurricanes, and the COVID-19 pandemic.
We may be unable to meet our labor needs and control our costs due to external factors such as the availability of a sufficient number of qualified persons in the workforce of the markets in which we operate, unemployment levels, demand for certain labor expertise, prevailing wage rates, wage inflation, changing demographics, health and other insurance costs, adoption of new or revised employment and labor laws and regulations, and the impacts of man‑made or natural disasters , atmospheric changes and extreme weather events, including as a result of climate change, and health pandemics.
We are dependent upon the efforts of certain key personnel. If we are unable to attract and retain key employees and hire qualified management, technical, engineering and sales and business development personnel, our ability to compete and successfully grow our business would be harmed.
If we are unable to attract and retain key employees our ability to compete and successfully grow our business would be harmed. We are dependent upon the efforts of certain key personnel.
Our distributor, reseller, and installer customers, which accounted for approximately 46% of its sales, for the year ended December 31, 2022, place orders with it on an ad hoc basis and direct sales made directly through our website or via Amazon accounted for approximately 11% of its sales for the year ended December 31, 2022.
Our distributor, reseller, and installer customers, which accounted for approximately 67% of our sales for the year ended December 31, 2023, place orders with on an ad hoc basis and direct sales made directly through our website or via Amazon accounted for approximately 8.2% of our sales for the year ended December 31, 2023.
If we are unable to hire and retain skilled employees, our business could be materially adversely affected. 17 Table of Contents If our employees or the employees of our manufacturing and supply partners were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations, which could interfere with our ability to deliver products on a timely basis and could have other negative effects, such as decreased productivity and increased labor costs.
If our employees or the employees of our manufacturing and supply partners were to engage in a strike, work stoppage or other slowdown in the future, we could experience a significant disruption of our operations, which could interfere with our ability to deliver products on a timely basis and could have other negative effects, such as decreased productivity and increased labor costs.
We operate in the European Union, where the General Data Protection Regulation 2016/679 (“GDPR”), imposes strict requirements on controllers and processors of personal data, including, for example, higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals, a strong individual rights regime, shortened timelines for data breach notifications and restrictions on the transfer of personal data outside of the European Economic Area. 30 Table of Contents Following its departure from the European Union, the United Kingdom has adopted a separate regime based on the GDPR that imposes similarly onerous requirements.
We operate in the European Union, where the General Data Protection Regulation 2016/679 (“GDPR”), imposes strict requirements on controllers and processors of personal data, including, for example, higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals, a strong individual rights regime, shortened timelines for data breach notifications and restrictions on the transfer of personal data outside of the European Economic Area.
We have a history of operating losses and negative operating cash flows. We incurred a net loss of €62.8 million and €223.8 million for the years ended December 31, 2022 and 2021, respectively. We believe we will continue to incur operating and net losses at least for the near term. A significant portion of our operating expenses are fixed.
We incurred a net loss of €112.1 million and €62.8 million for the years ended December 31, 2023 and 2022, respectively. We believe we will continue to incur operating and net losses at least for the near and medium-term. A significant portion of our operating expenses are fixed.
As a result, the market price of our shares could be negatively affected, and we could become subject to litigation including shareholder suits or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources. 32 Table of Contents We identified material weaknesses in connection with our internal control over financial reporting.
As a result, the market price of our shares could be negatively affected, and we could become subject to litigation including shareholder suits or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.
If we fail to adapt to changing market conditions or continue to compete successfully with current charging product providers or new competitors, our growth will be inhibited, adversely affecting our business and results of operations.
If we fail to adapt to changing market conditions or continue to compete successfully with current charging product providers or new competitors, our growth will be inhibited, adversely affecting our business and results of operations. A loss or disruption with respect to our supply or manufacturing partners could negatively affect our business.
The ongoing military action between Russia and Ukraine could adversely affect our business, financial condition and results of operations. On February 24, 2022, Russian military forces launched a military action in Ukraine, and sustained conflict and disruption in the region is likely.
The ongoing military action between Russia and Ukraine has in the past and could in the future adversely affect our business, financial condition and results of operations. On February 24, 2022, Russian military forces launched a military action in Ukraine.
If we are unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, our products and services could lose market share, our revenue will decline, we may experience higher operating losses and our business and prospects will be adversely affected. 29 Table of Contents We expect to incur research and development costs and devote significant resources to developing new products, which could significantly reduce our profitability.
If we are unable to devote adequate resources to develop products or cannot otherwise successfully develop products or services that meet customer requirements on a timely basis or that remain competitive with technological alternatives, our products and services could lose market share, our revenue will decline, we may experience higher operating losses and our business and prospects will be adversely affected.
We cannot predict or estimate the amount of additional costs we may incur or the timing of such costs. These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
These rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as new guidance is provided by regulatory and governing bodies.
Prior to the war, for the year ended December 31, 2021, we had net sales of €58.9 thousand in Ukraine and Russia. As a result of the conflict, beginning in February 2022, we ceased selling products in Russia and Ukraine, and do not intend to pursue new opportunities with customers in those countries.
Prior to this time, for the year ended December 31, 2021, we had aggregate net sales of €58.9 thousand in Ukraine and Russia. As a result of the conflict, beginning in February 2022, we stopped marketing our products in Russia, and do not intend to pursue new opportunities with customers in that country.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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It enables several energy management features such as Dynamic Power Sharing, as well as new functionalities that are be available through remote software updates. • EV charging cables: Cables with Type 2 to Type 2 and Type 2 to Type 1 connectors, available in lengths of 5m and 7m, ensure compatibility with every electric vehicle. • Pedestals: Standard, Onyx and Eiffel pedestals are free standing mounting solutions that provide an alternative solution to hanging chargers on the wall. • RFID cards: Identification cards allow secure shared access to the chargers.
It enables several energy management features such as Dynamic Power Sharing, as well as new functionalities that are available through remote software updates. • EV charging cables: Cables with Type 2 to Type 2 and Type 2 to Type 1 connectors, available in lengths of 5m and 7m, ensure compatibility with every electric vehicle. • Pedestals: Standard, Onyx and Eiffel pedestals are free standing mounting solutions that provide an alternative solution to hanging chargers on the wall. • RFID cards: Identification cards allow secure shared access to the chargers.
Due to its innovative modular design, using six Quasar power modules, has shown to be more reliable and efficient, yet significantly lighter than other comparable public chargers, making it easier to transport, install and maintain. A wide array of sensors, real-time data and round-the-clock connectivity can allow for efficient remote and on-site maintenance, reducing costs and simplifying planning and operations.
Due to its innovative modular design, using six power modules, has shown to be more reliable and efficient, yet significantly lighter than other comparable public chargers, making it easier to transport, install and maintain. A wide array of sensors, real-time data and round-the-clock connectivity can allow for efficient remote and on-site maintenance, reducing costs and simplifying planning and operations.
Its key characteristics include 4G, Wi-Fi, Ethernet and Bluetooth connectivity, the smart features available on the myWallbox app, and compatibility with OCPP communication protocols. • Quasar 1 & 2: DC bi-directional charger for home-use that allows users to charge and discharge their electric vehicle, enabling them to use their car battery to power their home or sell energy back to the grid.
Its key characteristics include 4G, Wi-Fi, Ethernet and Bluetooth connectivity, the smart features available on the myWallbox app, and compatibility with OCPP communication protocols. • Quasar 2: DC bi-directional charger for home-use that allows users to charge and discharge their electric vehicle, enabling them to use their car battery to power their home or sell energy back to the grid.
Equipped with CCS & CHAdeMO charging cables, OCPP compatibility and over-the-air software updates, Supernova can easily integrate to any existing charging network and charge any present and future electric vehicle. Supernova offers drivers a seamless charging experience through its interactive lighting system, 10 inch Touchscreen, RFID reader, multiple payment options and wheelchair accessibility.
Equipped with CCS charging cables, OCPP compatibility and over-the-air software updates, Supernova can easily integrate to any existing charging network and charge any present and future electric vehicle. Supernova offers drivers a seamless charging experience through its interactive lighting system, 10 inch Touchscreen, RFID reader, multiple payment options and wheelchair accessibility.
Any such changes in the laws and regulations, or our ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect our operating expenses. Similar laws exist in other jurisdictions where we operate. Additionally, in the EU, we are subject to the Waste Electrical and Electronic Equipment Directive (“WEEE Directive”).
Any such changes in the laws and regulations, or our ability to qualify the materials it uses for exclusions under such laws and regulations, could adversely affect our operating expenses. 47 Similar laws exist in other jurisdictions where we operate. Additionally, in the EU, we are subject to the Waste Electrical and Electronic Equipment Directive (“WEEE Directive”).
Even though there are many local parties with a solution for public charging, we believe we offer more stylish, compact, lighter, and feature-rich products, which is appealing for residential charging and caters to the entire continent.
Even though there are many local parties with a solution for public charging, we believe we offer more stylish, compact, lighter, and feature‑rich products, which is appealing for residential charging and 44 caters to the entire continent.
Copper SB has a charging capacity of up to 22 kW and allows user access through the use of RFID cards or the myWallbox app.
Copper SB has a charging capacity of up to 22 kW and allows 37 user access through the use of RFID cards or the myWallbox app.
In our pursuit to accomplish this vision, the Company has acquired four private businesses to date: 1. Intelligent Solutions (Acquired in February 2020): We believe Intelligent Solutions is one of the largest distributors of intelligent charging solutions in Northern Europe, with an extensive partner network of car dealers, installers, and utility companies in Norway, Sweden, Finland, and Denmark.
In our pursuit to accomplish this vision, the Company has acquired five private businesses to date: (1) Intelligent Solutions (Acquired in February 2020): We believe Intelligent Solutions is one of the largest distributors of intelligent charging solutions in Northern Europe, with an extensive partner network of car dealers, installers, and utility companies in Norway, Sweden, Finland, and Denmark.
Seasonality For a description of our business seasonality, please refer to Item 5, “ Operating and Financial Review and Prospects. ” Intellectual Property We rely on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights.
Seasonality For a description of our business seasonality, please refer to Item 5, “Operating and Financial Review and Prospects.” Intellectual Property We rely on a combination of patent, trademark, copyright, unfair competition and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish, maintain and protect our proprietary rights.
This new generation of semi-public chargers included multi-user capabilities for fleets, offices, and condominiums, including: local load balancing, power sharing, security-locking and payment options for monthly individual invoices, among others. Also in 2019, we launched its first DC bidirectional charger, Quasar.
This new generation of semi-public chargers included multi-user capabilities for fleets, offices, and condominiums, including local load balancing, power sharing, security-locking and payment options for monthly individual invoices, among others. Also in 2019, we launched our first DC bidirectional charger, Quasar.
Therefore, this market differs from Europe as the market is less fragmented with only a few large players: a dynamic that we see as ripe for disruption. With its residential offering, we believe we are well-positioned to gain market share as we can capitalize well on the consumer-driven characteristics of this market.
Therefore, this market differs from Europe as the market is less fragmented with only a few large players: a dynamic that we see as ripe for disruption. With our residential offering, we believe we are well‑positioned to gain market share as we can capitalize well on the consumer‑driven characteristics of this market.
Consumer Product Safety Commission (“ CPSC ”) to seek to exclude products that are found to be unsafe or hazardous from the market. Under certain circumstances, the CPSC could require us to repair, replace or refund the purchase price of one or more of our products, or we may voluntarily do so.
Consumer Product Safety Commission (“CPSC”) to seek to exclude products that are found to be unsafe or hazardous from the market. Under certain circumstances, the CPSC could require us to repair, replace or refund the purchase price of one or more of our products, or we may voluntarily do so.
Our smart charging product portfolio includes Level 2 alternating current (“AC”) chargers (“Pulsar Plus,” Pulsar Max “Commander 2” and “Copper SB”) for home and business applications, and direct current (“ DC ”) fast chargers (“Supernova” and “Hypernova”) for public applications.
Our smart charging product portfolio includes Level 2 alternating current (“AC”) chargers (“Pulsar Plus,” Pulsar Max “Commander 2” and “Copper SB”) for home and business applications, and direct current (“DC”) fast chargers (“Supernova” and “Hypernova”) for public applications.
Smart solutions : From embedded intelligence that balances the energy use between customer’s car and home, to breakthroughs in vehicle-to-grid (“V2G”) and vehicle-to-home (“V2H”) energy management, our products bring together the best in EV charging technology. 3. Innovative technology : Innovation is at our core, focusing not just on customers’ needs today, but their needs in the future. 4.
Smart solutions: From embedded intelligence that balances the energy use between customer’s car and home, to breakthroughs in vehicle-to-grid (“V2G”) and vehicle-to-home (“V2H”) energy management, our products bring together the best in EV charging technology. 1. Innovative technology: Innovation is at our core, focusing not just on customers’ needs today, but their needs in the future. 1.
Our reportable operating segments reflect the principal geographies for our commercial activities around the world, and how we are allocating resources and evaluating operating performance. Refer to Item 5, “ Operating and Financial Review and Prospects – A.
Our reportable operating segments reflect the principal geographies for our commercial activities around the world, and how we are allocating resources and evaluating operating performance. Refer to Item 5, “Operating and Financial Review and Prospects-–A.
It is also designed to help solve one of the biggest challenges of large-scale use of most green energy sources: its weather-dependent availability, which often results in supply/demand imbalances and consumption inefficiencies. • Sirius is creating savings and reduce the carbon emissions impact from our Headquarters in Barcelona.
It is also designed to help solve one of the biggest challenges of large-scale use of most green energy sources: its weather-dependent availability, which often results in supply/demand imbalances and consumption inefficiencies. • Sirius is designed for creating savings and reducing the carbon emissions impact from our Headquarters in Barcelona.
Given that more than 70% of EV charging happens at home, we predominantly focus on home and business solutions, but starting in the first quarter of 2022 sold our first units of Supernova for public charging. One of the many ways in which we differentiates ourselves in the EV charging market is the consumer-focused approach of its product offering.
Given that more than 70% of EV charging happens at home, we predominantly focus on home and business solutions, but starting in the first quarter of 2022 sold our first units of Supernova for public charging. One of the many ways in which we differentiate ourselves in the EV charging market is the consumer‑focused approach of our product offering.
Item 4. Information on the Company A. History and Development of the Company Corporate Information Wall Box Chargers, S.L. was incorporated as a Spanish limited liability company ( sociedad limitada ) on May 22, 2015.
Item 4. Infor mation on the Company A. History and Development of the Company Corporate Information Wall Box Chargers, S.L. was incorporated as a Spanish limited liability company (sociedad limitada ) on May 22, 2015.
Sirius is capable of managing various energy sources and can automatically choose the greenest or cheapest one available to meet the building’s demand, as well as storing energy surpluses in EVs or battery walls plugged to the system. With its automated intelligence, Sirius is designed to increase a building’s renewable energy consumption significantly.
Sirius is capable of managing various energy sources and can automatically choose the greenest or less expensive one available to meet the building’s demand, as well as storing energy surpluses in EVs or battery walls plugged to the system. With its automated intelligence, Sirius is designed to increase a building’s renewable energy consumption significantly.
Unlike many of the more traditional industrial-centric EV charging products, we place a particular focus on compact and appealing product designs and ease-of-use for the customers across their whole product experience - from purchase - to installation - to usage. 55 Table of Contents We sell our EV charging solutions through various channels.
Unlike many of the more traditional industrial‑centric EV charging products, we place a particular focus on compact and appealing product designs and ease‑of‑use for the customers across their whole product experience ‑ from purchase ‑ to installation ‑ to usage. We sell our EV charging solutions through various channels.
With our product portfolio of smart charging solutions for residential and work use and fast DC chargers and eMSP solution, we believe we are poised to be a leader in the industry. 56 Table of Contents Europe The European EV charging market is characterized as fragmented.
With our product portfolio of smart charging solutions for residential and work use and fast DC chargers and eMSP solution, we believe we are poised to be a leader in the industry. Europe The European EV charging market is characterized as fragmented.
For instance, California may adopt more stringent regulation for DC fast charging by 2024 and, in February 2023, the U.S. Department of Transportation and U.S. Department of Energy announced plans to include minimum standards and “Buy America” requirements for EV charger stations funded by certain U.S. federal programs.
For instance, California may adopt more stringent regulation of EV charging and, in February 2023, the U.S. Department of Transportation and U.S. Department of Energy announced plans to include minimum standards and “Buy America” requirements for EV charger stations funded by certain U.S. federal programs.
We intend to achieve this growth by focusing on the following strategies: Continue our global expansion : We intend to continue to expand beyond the more than 113 countries (as of December 31, 2022) where we currently sell locally-certified products by increasing our presence in the core EV markets, and penetrating rapidly developing markets such as APAC and Eastern Europe.
We intend to achieve this growth by focusing on the following strategies: Continue our global expansion : We intend to continue to expand beyond the more than 118 countries (as of December 31, 2023) where we currently sell locally‑certified products by increasing our presence in the core EV markets, and penetrating rapidly developing markets such as APAC and Eastern Europe.
In addition, various local, state, and national incentives exist or may come to exist to encourage the installation of EV charging stations; nevertheless, the level and duration of such incentives are not guaranteed and may be subject to change over time. 60 Table of Contents C.
In addition, various local, state, and national incentives exist or may come to exist to encourage the installation of EV charging stations; nevertheless, the level and duration of such incentives are not guaranteed and may be subject to change over time. C.
The myWallbox key functionalities include: • Manage charging status and information from smart devices • Real-time status, notifications and statistics of our chargers • Remote locking and unlocking our chargers on the myWallbox app • Manage multiple users and chargers using the myWallbox portal • Accessing an integrated payment system to manage charging fees • Accessing a range of intelligent energy management features such as: • Schedules that take advantage of off-peak utility rates • Power Sharing, that allows connecting multiple chargers to the same electrical circuit and balances the power distribution based on each vehicle’s need for power • Dynamic Power Sharing, that measures the live energy usage at home or in the building and automatically adjusts the charge to all connected EVs in harmony with the local grid’s capacity, avoiding blackouts and costly energy bills. 51 Table of Contents • Public • EV Charging Hardware • Supernova: DC fast charger equipment designed for public use provides 60 to 150 kW of charging capacity, providing drivers more than 150 miles of range in 15 min.
The myWallbox key functionalities include: o Manage charging status and information from smart devices o Real-time status, notifications and statistics of our chargers o Remote locking and unlocking our chargers on the myWallbox app o Manage multiple users and chargers using the myWallbox portal o Accessing an integrated payment system to manage charging fees o Accessing a range of intelligent energy management features such as: o Schedules that take advantage of off-peak utility rates o Power Sharing, that allows connecting multiple chargers to the same electrical circuit and balances the power distribution based on each vehicle’s need for power o Dynamic Power Sharing, that measures the live energy usage at home or in the building and automatically adjusts the charge to all connected EVs in harmony with the local grid’s capacity, avoiding blackouts and costly energy bills. 39 • Public EV Charging Hardware • Supernova: DC fast charger equipment designed for public use provides 60 to 180 kW of charging capacity, providing drivers more than 100 miles of range in 10 min.
Various standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations. 59 Table of Contents NEMA The National Electrical Manufacturers Association (“NEMA”) is the association of electrical equipment and medical imaging manufacturers.
Various standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to our operations. NEMA The National Electrical Manufacturers Association (“NEMA”) is the association of electrical equipment and medical imaging manufacturers.
The remaining 5.5% of sales during 2022 were from direct sales, split almost evenly between sales to enterprises and e-commerce sales made directly through our website or via Amazon, where we achieved the distinction of number one bestseller and “Amazon’s Choice” in the US for its category, just three months after launch. Go-to-Market Strategy Our product focus follows the user.
The remaining 8.8% of sales during 2023 were from direct sales, split almost evenly between sales to enterprises and e‑commerce sales made directly through our website or via Amazon, where we achieved the distinction of number one bestseller and “Amazon’s Choice” in the US for our category, just three months after launch in 2022. 43 Go‑to‑Market Strategy Our product focus follows the user.
Its key characteristics include Wi-Fi and Bluetooth connectivity, the smart features available on the myWallbox app, and compatibility with OCPP communication protocols. • Commander 2S: AC smart charger for fleets and businesses with a 7-inch touchscreen display that provides a personalized and secure user interface for multiple users.
Its key characteristics include Wi-Fi and Bluetooth connectivity, the smart features available on the myWallbox app, and compatibility with OCPP communication protocols. • Commander 2: AC smart charger for fleets and businesses with a 7-inch touchscreen display that provides a personalised and secure user interface for multiple users.
Founder-led company, experienced management team and high-profile investors We are led by a management team with expertise across technology, energy, industrial and financial organizations. As of December 31, 2022, we had a team of over 1,250 individuals, which consisted of mostly software and hardware engineers and a global salesforce.
Founder‑led company, experienced management team and high‑profile investors We are led by a management team with expertise across technology, energy, industrial and financial organizations. As of December 31, 2023, we had a team of over 1,458 individuals, which consisted of mostly software and hardware engineers and a global salesforce.
Chargers with an RFID reader can be unlocked by approaching a card to it. RFID cards are compatible with Commander 2, Copper SB and Quasar. • Services • We offer necessary services intended to provide tailored end-to-end solutions: • Installation: The certified partners of our installer network, receive training from a team of professional engineers.
Chargers with an RFID reader can be unlocked by approaching a card to it. RFID cards are compatible with Pulsar Pro, Commander range, Copper SB and Quasar. . 42 • Services We offer necessary services intended to provide tailored end-to-end solutions: • Installation: The certified partners of our installer network, receive training from a team of professional engineers.
We believe these regulatory support packages, including the NEVI and Inflation Reduction Act programs in the United States and the European Green Deal will accelerate EV adoption significantly. Through our vertically-integrated model, we keep development cycles short, enabling an accelerated time to market.
We believe these regulatory support packages, including the National Electric Vehicle Infrastructure (NEVI) program and Inflation Reduction Act programs in the United States and the European Green Deal will accelerate EV adoption significantly. Through our vertically‑integrated model, we keep development cycles short, enabling an accelerated time to market.
Roughly 57% of our sales during the year ended December 31, 2022 were due to distributors, resellers, and installers such as Uber, Sunpower, MediaMarkt, Ingram Micro, Crowd Charge, City Electric Supply, and Saltoki.
Roughly 67% of our sales during the year ended December 31, 2023 were due to distributors, resellers, and installers such as Uber, Sunpower, MediaMarkt, Ingram Micro, Crowd Charge, City Electric Supply, and Saltoki.
We own the entire process in-house - from design to assembly to certification - allowing us to adapt and respond quickly with a product that fits different customer needs across borders and on a global scale.
We own the entire process in‑house ‑ from design to assembly to certification ‑ which we believe allows us to adapt and respond quickly with a product that fits different customer needs across borders and on a global scale.
Operating Results – Operating Results by Segment ” and Note 7, “ Operating Segments,” to our consolidated financial statements included elsewhere in this Annual Report for additional information about these segments. 47 Table of Contents The Wallbox Model Since its inception, we have been progressively building a charging solutions ecosystem, enabling users worldwide to seamlessly manage their energy needs through a combination of hardware, software, and services.
Operating Results-–Operating Results by Segment” and Note 7, “Operating Segments,” to our consolidated financial statements included elsewhere in this Annual Report for additional information about these segments. The Wallbox Model Since our inception, we have been progressively building a charging solutions ecosystem, enabling users worldwide to seamlessly manage their energy needs through a combination of hardware, software, and services.
In the United States, we are required to undergo certification and testing of compliance with UL standards, as well as other national and industry specific standards. We endeavor to have our products designed to meet the certification requirements of, and to be certified in, each of the jurisdictions in which they are sold.
(“UL”) or other similar recognized laboratories. In the United States, we are required to undergo certification and testing of compliance with UL standards, as well as other national and industry specific standards. We endeavor to have our products designed to meet the certification requirements of, and to be certified in, each of the jurisdictions in which they are sold.
Our proprietary residential and business software “ myWallbox ” gives users and charge point owners complete control over their private charging and energy management activities.
Our proprietary residential and business software “myWallbox” gives users and charge point owners complete control over their private charging and energy management activities.
Design-centric solutions : We believes that design is a necessity, not a luxury. A well-designed product makes for a better experience, and this is what we strive for across our entire product portfolio. 5.
Design-centric solutions: We believe that design is a necessity, not a luxury. A well-designed product makes for a better experience, and this is what we strive for across our entire product portfolio. 1.
Of these companies, in the year ended December 31, 2022, approximately 37.5% of our revenues come from automotive manufacturers and utility companies, such as Nissan, Hyundai, and Mercedes, and Iberdrola, Electricity Generating Authority of Thailand (“EGAT”), Électricité de France (EDF), and Ente Nazionale Idrocarburi (ENI).
Of these companies, in the year ended December 31, 2023, approximately 24.8% of our revenues come from automotive manufacturers and utility companies, such as Nissan, Hyundai, and Mercedes, and Iberdrola, Electricity Generating Authority of Thailand (“EGAT”), Électricité de France (EDF), and Ente Nazionale Idrocarburi (ENI).
Quasar enables users to make flexible use of the energy saved in the battery and discharge the EV battery during peak hours when energy costs are high, sell it back to the grid where regulations allow or discharge the energy stored in their vehicle to power their home during blackouts.
Quasar is designed to enable users to make flexible use of the energy saved in the battery and discharge the EV battery during peak hours when energy costs are high, sell it back to the grid where regulations allow or discharge the energy stored in their vehicle to power their home during outages.
In addition to the superior charging solutions and important energy management capabilities, we believe we are well-positioned in Europe with local offices in several countries complemented by a European-wide partnership with installers, OEMs, and distributors.
In addition to the superior charging solutions and important energy management capabilities, we believe we are well‑positioned in Europe with local offices in several countries complemented by a European‑wide partnership with installers, OEMs, and distributor, as well as the ABL business in Germany.
Also, We opened a manufacturing facility in October 2022 to produce and distribute Pulsar Plus and Hypernova chargers to the North American market. APAC The APAC market continues to be one of the leading EV charging markets in the coming years.
Also, We opened a manufacturing facility in October 2022 to produce and distribute Pulsar Plus and Supernova chargers to the North American market. APAC The APAC market is expected to continue to be one of the leading EV charging markets in the coming years.
It also offers several authentication and payment options, including RFID, screen QR Code and credit card reader accepted worldwide. 52 Table of Contents Supernova Hypernova • EV Charging Software • Electromaps: Hardware-agnostic e-mobility service provider (eMSP) and charger management software with more than 390,000 users which are connected to more than 244,000 as of December 31, 2022 charge points worldwide and enables users to find publicly available charging ports.
It also offers several authentication and payment options, including RFID, screen QR Code and credit card reader accepted worldwide. 40 41 Supernova Hypernova • EV Charging Software • Electromaps: Hardware-agnostic e-mobility service provider (eMSP) and charger management software with more than 800,000 users which are connected to more than 500,000 as of December 31, 2023 charge points worldwide and enables users to find publicly available charging ports.
Organizational Structure Please refer to Note 29, “ Details of Wallbox Group Subsidiaries ,” within our consolidated financial statements included elsewhere in this Annual Report for a listing of our significant subsidiaries, including name, country of incorporation, and proportion of ownership interest. D.
Organizational Structure Please refer to Note 28, “Details of the Subsidiaries,” within our consolidated financial statements included elsewhere in this Annual Report for a listing of our significant subsidiaries, including name, country of incorporation, and proportion of ownership interest. D.
Because Sirius’ intelligence selects the best time to charge from the grid (i.e. when cheaper) or when to use stored solar energy, the system saved approximately +40% of the annual energy bill. • Upgrades & Accessories • We provide upgrade options that combine the myWallbox platform different subscription plans with our energy meters and accessories, enabling advanced energy management features and seamless charges: • Energy meter: A power meter that measures the available energy at home or in the building in real time.
Because Sirius’ intelligence is designed to select the best time to charge from the grid (i.e. when less expensive) or when to use stored solar energy, the system saves approximately +40% of the annual energy bill. • Upgrades & Accessories We provide upgrade options that combine the myWallbox platform with our energy meters and accessories, enabling advanced energy management features and seamless charges: • Energy meter: A power meter that measures the available energy at home or in the building in real time.
We remain committed to increasing our worldwide presence and believe the EV market will continue to grow as more countries commit government funds towards climate investments with the aim of reducing CO2 emissions.
Our products are currently manufactured in Spain and the U.S. We remain committed to increasing our worldwide presence and believe the EV market will continue to grow as more countries commit government funds towards climate investments with the aim of reducing CO2 emissions.
Competition We have approached the market with a differentiated, user-focused philosophy: we started our journey within the home segment, built out a strong and compelling brand, and subsequently added the business and public segments to its product portfolio, empowering users everywhere they go.
Competition We have approached the market with a differentiated, user‑focused philosophy: we started our journey within the home segment, built out our brand, and subsequently added the business and public segments to our product portfolio, to be able to empower users where they go.
Its V2H (vehicle-to-home) and V2G (vehicle-to-grid) functionalities turn the EV into a powerful energy source. Quasar 1 has a charging capacity of up to 7,4 kW and a CHAdeMO charging cable. Its key characteristics include facial recognition and gesture control, 4G, Wi-Fi, Ethernet and Bluetooth connectivity, and the smart features available on the myWallbox app.
Its V2H (vehicle-to-home) and V2G (vehicle-to-grid) functionalities turn the EV into a powerful energy source. Quasar 2 has a charging capacity of up to 12,8 kW and a CCS charging cable. Its key characteristics include 4G, Wi-Fi, Ethernet and Bluetooth connectivity, and the smart features available on the myWallbox app.
Commander 2 key characteristics include 4G, WiFi, Ethernet and Bluetooth connectivity, the smart features available on the myWallbox app, and compatibility with OCPP communication protocols. • Copper SB: AC smart charger for fleets and businesses with an integrated socket that makes it compatible with both type 1 and type 2 charging cables, allowing it to charge any EV in the market.
We also have its entry version Commander 2s without touchscreen, which includes 4G, WiFi, Ethernet and Bluetooth connectivity, and all the smart features available on the myWallbox app, and compatibility with OCPP communication protocols. • Copper SB: AC smart charger for fleets and businesses with an integrated socket that makes it compatible with both type 1 and type 2 charging cables, allowing it to charge any EV in the market.
Moreover, Sirius managed to store, and use afterwards, +98% of solar energy produced due to Quasar, our bidirectional chargers that allow Sirius to store energy on our fleet of 23 Nissan leaf cars (1,426kWh of storage), and the 560kWh stationary battery available on-site.
Sirius managed to use most of the excess solar energy produced due to Quasar, our bidirectional chargers that allow Sirius to store energy on our fleet of 23 Nissan LEAF cars (1,426 kWh of storage), and the 560 kWh stationary battery available on-site.
For a description of the non-binding letter of intent, please refer to Item 7, “ Major Shareholders and Related Party Transactions – Related Party Transactions .” We intend to leverage our partnership with Iberdrola to assist with global expansion and accelerate the market entrance of our Supernova product.
For additional information, please refer to Item 7, “Major Shareholders and Related Party Transactions-–Related Party Transactions.” We intend to leverage our partnership with Iberdrola to assist with global expansion and accelerate the market entrance of our Supernova product.
With our innovative, advanced, smart, and seamlessly connected EV charging solution technology with easy-to-use functionalities and embedded software, we has developed a differentiated solution for the APAC market. In addition, we have bolstered our position with an office in Shanghai covering China and APAC regions and a joint venture with Fawsn New Energy Vehicle Charging Technology (Suzhou) Co., Ltd.
With our innovative, advanced, smart, and seamlessly connected EV charging solution technology with easy‑to‑use functionalities and embedded software, we has developed a differentiated solution for the APAC market. In addition, we have bolstered our position with an office in Shanghai covering China and APAC regions and the new subsidiary in Shanghai after the acquisition of ABL business.
Our agent for service of process in the United States is: 44 Table of Contents Wallbox USA Inc. 800 W. El Camino Real, Suite 180 Mountain View, CA 94040 Our website address is www.Wallbox.com. We may use our website as a means of disclosing material non-public information.
Our agent for service of process in the United States is: Wallbox USA Inc. 800 W. El Camino Real, Suite 180 Mountain View, CA 94040 Our website address is www.Wallbox.com. We may use our website as a means of disclosing material non‑public information. Such disclosures will be included on our website in the “Investor Relations” section or at investors.wallbox.com.
Our software platforms myWallbox and Electromaps allow users to seamlessly manage their energy and make EV charging a seamless, simple experience. 49 Table of Contents • Home & Business • EV Charging Hardware: • Pulsar Plus & Pulsar Max: AC smart charger for home or multi-family residence with a charging capacity of up to 22 kW.
Our software platforms myWallbox and Electromaps allow users to seamlessly manage their energy and make EV charging a seamless, simple experience. • Home & Business • EV Charging Hardware : • Pulsar Plus, Pulsar Plus Socket, Pulsar Max and Pulsar Pro: AC smart chargers for individual homes or shared spaces with a charging capacity of up to 22 kW.
We also sells direct to consumers via enterprise or e-commerce sales through its website or via Amazon. Uniquely positioned at the intersection of energy and mobility markets EV owners typically double their home’s energy consumption through charging. We believe our embedded software across our products enables customers to control charging and manage energy.
Uniquely positioned at the intersection of energy and mobility markets EV owners typically double their home’s energy consumption through charging. We believe our embedded software across our products enables customers to control charging and manage energy.
COIL (Acquired in August 2022): COIL is a leading EV charging installer serving the U.S. market, enabling in-house installation and maintenance solutions for commercial, public and residential charging applications, expanding our addressable market into a large and growing segment.
(4) COIL (Acquired in August 2022): COIL is a leading EV charging installer serving the U.S. market, enabling in‑house installation and maintenance solutions for commercial, public and residential charging applications, expanding our addressable market into a large and growing segment. 34 (5) Albert Buettner GmbH (“ABL”) business (acquired in November 2023): ABL business was a pioneer in EV charging solutions in Germany, the largest EV market in Europe.
V2G connectivity gives rise to a broad set of energy functionalities that we expect to launch to redefine the future of charging; energy technology will only get smarter, and we intend to spearhead this movement.
These partnerships enable users to connect directly to the grid, “vehicle‑to‑grid” (V2G), allowing them to sell their excess energy. V2G connectivity gives rise to a broad set of energy functionalities that we expect to launch to redefine the future of charging; energy technology will only get smarter, and we intend to spearhead this movement.
Through Wallbox Academy, we offer training and educational materials to installers to improve sales performance. Home & Business Go-to-Market Strategy: We sell EV charging solutions in over 113 countries as of December 31, 2022 and have successfully penetrated several markets that previously had limited EV charging presence.
Home & Business Go‑to‑Market Strategy: We sell EV charging solutions in over 118 countries as of December 31, 2023 and have successfully penetrated several markets that previously had limited EV charging presence.
We charge a percentage of the total installation cost to the installer for providing any business opportunity. • Maintenance: Our maintenance plans include any preventive and corrective support necessary to maximize charging network uptime. 54 Table of Contents • Charging network management: Our Charge Point Operators manage the provided charging networks, making sure every charger is operative and providing support and assistance on any charging related doubt or potential issue.
We charge a percentage of the total installation cost to the installer for providing any business opportunity. • Charging network management: Our Charge Point Operators manage the provided charging networks, making sure every charger is operative and providing support and assistance on any charging related doubt or potential issue. • In 2023, we introduced the Wallbox Care Program, specifically designed for fast-charging solutions.
We believe we are positioned to capture and control a large share of this market by leveraging smart charging technology to enable mass EV adoption, fast time to market and robust supply chain to meet demand, global operations and local certifications. 57 Table of Contents Full-service technology provider We have a full suite of EV charging solutions spanning proprietary hardware, software, and services for domestic, business and public charging.
We believe we are positioned to capture and control a large share of this market by leveraging smart charging technology to enable mass EV adoption, fast time to market and robust supply chain to meet demand, global operations and local certifications.
ARES (Acquired in July 2022): ARES is an innovative provider of printed circuit boards and through its acquisition, we expanded our design and manufacturing capabilities and believe this acquisition will increase our innovation cycle time and improve our supply chain resilience. 45 Table of Contents 4.
On July 27, 2022, we exercised our option to acquire the remaining 49% of share capital of Electromaps. (3) ARES (Acquired in July 2022): ARES is an innovative provider of printed circuit boards and through its acquisition, we expanded our design and manufacturing capabilities and believe this acquisition will improve our innovation cycle time and strengthen our supply chain resilience.
By designing, manufacturing, and distributing charging solutions for residential, business, and public use, we intend to lay the infrastructure required to meet the demands of mass electric vehicle (“EV”) ownership everywhere.
Our mission is to facilitate the adoption of electric vehicles today to make more sustainable use of energy tomorrow. By designing, manufacturing, and distributing charging solutions for residential, business, and public use, we intend to lay the infrastructure required to meet the demands of mass EV ownership everywhere.
On October 1, 2021 we closed the Business Combination pursuant to the Business Combination Agreement, dated as of June 9, 2021, as amended, by and among Wallbox B.V., Merger Sub, Kensington and Wallbox Chargers S.L.
Wallbox B.V. was incorporated as a Dutch private limited liability company ( besloten vennootschap met beperkte aansprakelijkheid ) on June 7, 2021 solely for the purpose of effectuating the Business Combination. 33 On October 1, 2021 we closed the Business Combination pursuant to the Business Combination Agreement, dated as of June 9, 2021, as amended, by and among Wallbox B.V., Merger Sub, Kensington and Wallbox Chargers S.L.
We believe the demand for public charging will continue to grow with the overall EV market. As EVs become cheaper and therefore penetrate a broader customer demographic, including those who are less likely to own a private parking space, the need for public charging facilities will be further heightened.
As EVs become less expensive and may therefore penetrate a broader customer demographic, including those who are less likely to own a private parking space, the need for public charging facilities will be further heightened. We aim to address this demand through our first DC fast charger for public use, Supernova.
Meanwhile, our dedicated semi-public and public charging software platform, “ Electromaps ” enables drivers to locate and transact with all public charging stations registered to its brand-agnostic charger database and also allows charge point operators to manage their public charging stations at scale.
Meanwhile, our dedicated semi‑public and public charging software platform, “Electromaps” enables drivers to locate and transact with all public charging stations registered to its brand‑agnostic charger database and also allows charge point operators to manage their public charging stations at scale. As of December 31, 2023, we had offices across four continents and sold over 588,000 chargers across 118 countries.
Government Regulation Product Certifications Throughout the world, electrical appliances are subject to various mandatory and voluntary standards, including requirements in some jurisdictions, including the United States, that products be listed by Underwriters’ Laboratories, Inc. (“UL”) or other similar recognized laboratories.
If we are unable to do so, our ability to protect our intellectual property or prevent others from infringing our proprietary rights may be impaired. Government Regulation Product Certifications Throughout the world, electrical appliances are subject to various mandatory and voluntary standards, including requirements in some jurisdictions, including the United States, that products be listed by Underwriters’ Laboratories, Inc.
Furthermore, we expect our compliance with complex certification requirements paired with our focus on engineering excellence will power our rapid growth as the global supplier of first-class charging products. 46 Table of Contents Segments Management determined that we have three reportable operating segments: (i) Europe-Middle East Asia (EMEA), (ii) North America (NORAM), and (iii) Asia-Pacific (APAC) given our organizational structure and the manner in which our business is reviewed and managed.
Segments Management determined that we have three reportable operating segments: (i) Europe‑Middle East and Asia (EMEA), (ii) North America (NORAM), and (iii) Asia‑Pacific (APAC) given our organizational structure and the manner in which our business is reviewed and managed.
Our enterprise grade software platform seamlessly connects across all of the chargers. As of December 31, 2022, through myWallbox and Electromaps , we have managed over 29 million charging sessions and over 412 GWh charged.
Full‑service technology provider We have a full suite of EV charging solutions spanning proprietary hardware, software, and services for domestic, business and public charging. Our enterprise grade software platform seamlessly connects across all of the chargers. As of December 31, 2023, through myWallbox and Electromaps, we have managed over 61 million charging sessions and over 938 GWh charged.
The data obtained through this platform is highly valuable given it allows us to monitor public charging trends and analyze opportunities for the future deployment of Supernova.
Our offering of public charging solutions is complemented through Electromaps, an online platform that enables users to find publicly available charging ports and pay for its use. The data obtained through this platform is highly valuable to us, given it allows us to monitor public charging trends and analyse potential opportunities for the future deployment of Supernova.
We intend to continue to regularly assess opportunities for seeking patent protection for those aspects of its technology, designs and methodologies that we believe provide a meaningful competitive advantage. If we are unable to do so, our ability to protect our intellectual property or prevent others from infringing our proprietary rights may be impaired.
We continue to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs and methodologies that we believe provide a meaningful competitive advantage. 46 We intend to continue to regularly assess opportunities for seeking patent protection for those aspects of our technology, designs and methodologies that we believe provide a meaningful competitive advantage.
Make charging technology simple : Our goal is to make every person feel confident and comfortable using a Wallbox product; therefore, even our most advanced technology is easy to use. 2.
During these last eight years, we have based our user-centric business model on the following five key pillars: 1. Make charging technology simple: Our goal is to make every person feel confident and comfortable using a Wallbox product; therefore, even our most advanced technology is easy to use. 1.
Information contained on, or that can be accessed through, our website does not constitute a part of this Annual Report and is not incorporated by reference herein. We have included our website address in the Annual Report solely for informational purposes. Our SEC filings are available to you on the SEC’s website at http://www.sec.gov.
We have included our website address in the Annual Report solely for informational purposes. Our SEC filings are available to you on the SEC’s website at http://www.sec.gov. This site contains reports and other information regarding issuers that file electronically with the SEC.
In-house certification allows us to expand to new countries and adapt to new local requirements. Truly global business with strong blue-chip customers We serve a variety of customers and has established channel distribution in more than 113 countries as of December 31, 2022. Customers include automotive manufacturers, utility companies, resellers, distributors and installers.
Truly global business with strong blue‑chip customers We serve a variety of customers and have established channel distribution in more than 118 countries as of December 31, 2023. Customers include automotive manufacturers, utility companies, resellers, distributors and installers. We also sell direct to consumers via enterprise or e‑commerce sales through our website or via Amazon.
Founded in 2015, we create smart charging systems that combine innovative technology with outstanding design and that manage the communication between user, vehicle, grid, building and charger. Our mission is to facilitate the adoption of electric vehicles today to make more sustainable use of energy tomorrow.
Business Overview Overview We believe we are a global leader in intelligent electric vehicle charging and energy management solutions. Founded in 2015, we create smart charging systems that combine innovative technology with outstanding design and that manage the communication between user, vehicle, grid, building and charger.
Launch new technologies: We plan to continue to update our product portfolio to include the latest and energy efficient technology—as we have done with the Pulsar Plus and Pulsar Max (upgrades from Pulsar) and Commander 2 (an upgrade from Commander).
Launch new technologies : We plan to continue to update our product portfolio to include the latest and energy efficient technology—as we have done with the Pulsar Pro and Pulsar Socket (upgrades from Pulsar). Additionally, we expect to launch complimentary energy management software features and innovative hardware products, such as ultra‑fast powered (400kW) chargers.
It also employs advanced software that allows it to optimize available power and adapt to the number of EVs connected, making it an ideal option for public charging along highways and national road networks. 48 Table of Contents Our offering of public charging solutions is complemented through Electromaps , an online platform that enables users to find publicly available charging ports and pay for its use.
It also employs advanced software to allow it to optimize available power and adapt to the number of EVs connected, making it an attactive option for public charging along highways and national road networks.
Since 2015, we have been enhancing our hardware and software ecosystem, providing the EV charger user a full suite of EV charging solutions and energy management solutions, catalyzing the EV adoption and sustainable energy use. During these last 6 years, we have based our user-centric business model on the following five key pillars: 1.
Refer to Item 5, “ Operating and Financial Review and Prospects — Recent Transactions .” Since 2015, we have been enhancing our hardware and software ecosystem, providing the EV charger user a full suite of EV charging solutions and energy management solutions, catalyzing the EV adoption and sustainable energy use.
We aim to address this demand through the commercialization of our first DC fast charger for public use, Supernova. Supernova, which we first introduced in late 2020, is a DC fast charger to be used in semi-public and public environments.
Supernova, which we first introduced in late 2020, is a DC fast charger to be used in semi-public and public environments. The first generation version is designed to be able to charge at speeds of 60 kW. With the latest generation version Supernova is able to charge at speeds of 180 kW.
Powerful business model We have consistently achieved over 100% revenue growth rates year over year due to our scalable business model and ability to successfully implement our sales strategy into new geographies. Our in-house design and manufacturing capability enables us to have very fast development cycles, adapt to the ever-changing global supply chain and never run out of stock.
Our in‑house design and manufacturing capability enables us to have very fast development cycles, adapt to the ever‑changing global supply chain and never run out of stock. In‑house certification allows us to expand to new countries and adapt to new local requirements.
Additionally, we believe we offer the most innovative features on the market, such as Bluetooth, PV match, gesture control, facial recognition, V2H/V2G, which allows us to maintain high margins.
Additionally, we believe we offer the most innovative features on the market, such as Bluetooth, PV match, gesture control, facial recognition, V2H/V2G, which allows us to maintain high margins. 45 Powerful business model Other than during 2023, we historically achieved over 100% revenue growth rates year-over-year, which we attribute to our scalable business model and our having successfully implemented our sales strategy into new geographies.
In January 2022, we introduced Quasar 2, our newest bi-directional DC charger specifically intended for the US and European markets and compliant with Combined Charging System (“CCS”) standards. CCS standards are most common in European and American branded cars, whereas Quasar 1 leveraged ChaDeMo charging systems, most used in Asian branded vehicles.
We believe that Quasar is a compact, affordable and easy-to-use product that is revolutionizing home charging and energy management. In January 2022, we introduced Quasar 2, our newest bi-directional DC charger specifically intended for the US and European markets and compliant with Combined Charging System (“CCS”) standards.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

94 edited+63 added−35 removed82 unchanged
Substantially concurrently with the closing of the Facility Agreement and in consideration thereof, we entered into a Warrant Agreement (the “Warrant Agreement”) and Subscription Agreement (the “Subscription Agreement”) with BBVA (together with its assignees, the “Warrantholder”) pursuant to which we issued to the Warrantholder, and the Warrantholder subscribed for and acquired, an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A Shares, for an exercise price of $5.32 per share.
Substantially concurrently with the closing of the BBVA Facility Agreement and in consideration thereof, we entered into a Warrant Agreement (the “Warrant Agreement”) and Subscription Agreement (the “Subscription Agreement”) with BBVA (together with its assignees, the “Warrantholder”) pursuant to which we issued to the Warrantholder, and the Warrantholder subscribed for and acquired, an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A Shares, for an exercise price of $5.32 per share.
NORAM Segment Comparison of the years ended December 31, 2022 and 2021 The following table presents our results of operations at a segment level for NORAM for the years ending December 31, 2022 and 2021: Year Ended December 31, Variance 2022 2021 € % (€ in thousands, except percentages) Revenue € 23,552 € 4,687 € 18,865 402 % Changes in inventories and raw materials and consumables used € (15,787 ) € (3,345 ) € (12,442 ) 372 % Employee benefits (13,533 ) (2,309 ) (11,224 ) 486 % Other operating expenses (21,026 ) (1,778 ) (19,248 ) 1083 % Amortization and depreciation (1,830 ) (268 ) (1,562 ) 583 % Net other income 335 (306 ) 641 (209 )% Operating loss € (28,289 ) € (3,319 ) € (24,970 ) 752 % n/m = not meaningful The increase in revenues of €18,865 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021 is driven by the expansion of our sales presence across the region.
Comparison of the years ended December 31, 2022 and 2021 The following table presents our results of operations at a segment level for NORAM for the years ending December 31, 2022 and 2021: Year Ended December 31, Variance 2022 2021 € % (€ in thousands, except percentages) Revenue € 23,552 € 4,687 € 18,865 402 % Changes in inventories and raw materials and consumables used € (15,787 ) € (3,345 ) € (12,442 ) 372 % Employee benefits (13,533 ) (2,309 ) (11,224 ) 486 % Other operating expenses (21,026 ) (1,778 ) (19,248 ) 1083 % Amortization and depreciation (1,830 ) (268 ) (1,562 ) 583 % Net other income 335 (306 ) 641 (209 )% Operating loss € (28,289 ) € (3,319 ) € (24,970 ) 752 % n/m = not meaningful The increase in revenues of €18,865 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021 is driven by the expansion of our sales presence across the region.
Substantially concurrently with the closing of the Facility Agreement and in consideration thereof, we entered into a Warrant Agreement (the “Warrant Agreement”) and Subscription Agreement (the “Subscription Agreement”) with BBVA (together with its assignees, the “Warrantholder”) pursuant to which we issued to the Warrantholder, and the Warrantholder subscribed for and acquired, an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A Shares, for an exercise price of $5.32 per share.
Substantially concurrently with the closing of the BBVA Facility Agreement and in consideration thereof, we entered into a Warrant Agreement (the “Warrant Agreement”) and Subscription Agreement (the “Subscription Agreement”) with BBVA (together with its assignees, the “Warrantholder”) pursuant to which we issued to the Warrantholder, and the Warrantholder subscribed for and acquired, an aggregate of 1,007,894 warrants exercisable for 1,007,894 Class A Shares, for an exercise price of $5.32 per share.
Operating Results by Segments EMEA Segment Comparison of the years ended December 31, 2022 and 2021 The following table presents our results of operations at a segment level for EMEA for the years ending December 31, 2022 and 2021: Year Ended December 31, Variance 2022 2021 € % (€ in thousands, except percentages) Revenue € 140,145 € 74,279 € 65,866 89 % Changes in inventories and raw materials and consumables used € (88,104 ) € (47,056 ) € (41,048 ) 87 % Employee benefits (74,895 ) (27,130 ) (47,765 ) 176 % Other operating expenses (72,844 ) (42,273 ) (30,571 ) 72 % Amortization and depreciation (17,058 ) (8,214 ) (8,844 ) 108 % Net other income 1,508 962 546 57 % Operating loss € (111,248 ) € (49,432 ) € (61,816 ) 125 % Revenue increased by €65,866 thousand, or 89%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to increased sales of our residential chargers, in particular our Pulsar Plus, which sales growth is directly correlated to growth in consumer adoption of EVs.
Comparison of the years ended December 31, 2022 and 2021 The following table presents our results of operations at a segment level for EMEA for the years ending December 31, 2022 and 2021: Year Ended December 31, Variance 2022 2021 € % (€ in thousands, except percentages) Revenue € 140,145 € 74,279 € 65,866 89 % Changes in inventories and raw materials and consumables used € (88,104 ) € (47,056 ) € (41,048 ) 87 % Employee benefits € (74,895 ) (27,130 ) (47,765 ) 176 % Other operating expenses € (72,844 ) (42,273 ) (30,571 ) 72 % Amortization and depreciation € (17,058 ) (8,214 ) (8,844 ) 108 % Net other income € 1,508 962 546 57 % Operating loss € (111,248 ) € (49,432 ) € (61,816 ) 125 % Revenue increased by €65,866 thousand, or 89%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to increased sales of our residential chargers, in particular our Pulsar Plus, which sales growth is directly correlated to growth in consumer adoption of EVs.
The following table sets forth our consolidated results of operations data for the years ended December 31, 2022 and 2021: Year Ended December 31, Variance 2022 2021 € % (€ in thousands, except percentages) Sales of goods € 136,372 € 69,105 € 67,267 97 % Sales of services 7,813 2,474 5,339 216 % Revenue € 144,185 € 71,579 € 72,606 101 % Changes in inventories and raw materials and consumables used € (85,605 ) € (44,253 ) € (41,352 ) 93 % Employee benefits (88,814 ) (29,666 ) (59,148 ) 199 % Other operating expenses (91,555 ) (43,405 ) (48,150 ) 111 % Amortization and depreciation (18,890 ) (8,483 ) (10,407 ) 123 % Net other income 1,844 656 1,188 181 % Operating loss € (138,835 ) € (53,572 ) € (85,263 ) 159 % Financial income € 2,307 € 155 € 2,152 1,388 % Financial expenses (7,998 ) (32,068 ) 24,070 (75 )% Change in fair value of derivative warrant liabilities 80,748 (68,953 ) 149,701 (217 )% Share listing expense — (72,172 ) 72,172 n/m Foreign exchange gains/(losses) (3,618 ) 1,026 (4,644 ) (453 )% Net Financial Result € 71,439 € (172,012 ) € 243,451 (142 )% Share of loss of equity-accounted investees (330 ) — (330 ) (100 )% Loss before Tax € (67,726 ) € (225,584 ) € 157,858 (70 )% Income tax credit 4,926 1,807 3,119 173 % Loss for the year € (62,800 ) € (223,777 ) € 160,977 (72 )% n/m = not meaningful 69 Table of Contents Revenues Sales of goods revenue increased by €67,267 thousand, or 97%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to increased sales of our residential chargers, in particular our Pulsar Plus.
The following table sets forth our consolidated results of operations data for the years ended December 31, 2022 and 2021: Year Ended December 31, Variance 2022 2021 € % (€ in thousands, except percentages) Sales of goods € 136,372 € 69,105 € 67,267 97 % Sales of services € 7,813 2,474 € 5,339 216 % Revenue € 144,185 € 71,579 € 72,606 101 % Changes in inventories and raw materials and consumables used € (85,605 ) € (44,253 ) € (41,352 ) 93 % Employee benefits € (88,814 ) (29,666 ) € (59,148 ) 199 % Other operating expenses € (91,555 ) (43,405 ) € (48,150 ) 111 % Amortization and depreciation € (18,890 ) (8,483 ) € (10,407 ) 123 % Net other income € 1,844 656 € 1,188 181 % Operating loss € (138,835 ) € (53,572 ) € (85,263 ) 159 % Financial income € 2,307 € 155 € 2,152 1388 % Financial expenses € (7,998 ) (32,068 ) € 24,070 (75 )% Change in fair value of derivative warrant liabilities € 80,748 (68,953 ) € 149,701 (217 )% Share listing expense — (72,172 ) € 72,172 (100 )% Foreign exchange gains/(losses) € (3,618 ) 1,026 € (4,644 ) (453 )% Net Financial Loss € 71,439 € (172,012 ) € 243,451 (142 )% Share of loss of equity‑accounted investees € (330 ) — € (330 ) n/m Loss before Tax € (67,726 ) € (225,584 ) € 157,858 (70 )% Income tax credit € 4,926 1,807 € 3,119 173 % Loss for the year € (62,800 ) € (223,777 ) € 160,977 (72 )% n/m = not meaningful Revenues Sales of goods revenue increased by €67,267 thousand, or 97%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to increased sales of our residential chargers, in particular our Pulsar Plus.
However, this is subject, to a certain extent, to general economic, financial, competitive, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing, which may include equity or debt issuances and/or credit financing.
However, this is subject, to a certain extent, to general economic, financial, competitive, regulatory and other factors that are beyond our control. If we are 63 unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing, which may include equity or debt issuances and/or credit financing.
Penetration into the Public Market We commenced commercialization of the Supernova, our first DC fast charger for public use, during the first quarter of 2022. We have signed letters of intent (“LOI”) to collaborate with some of the world’s biggest utility companies for delivery of Supernova, and expect in the future to expand beyond utilities into additional distribution channels.
Penetration into the Public Charging Market We commenced commercialization of the Supernova, our first DC fast charger for public use, during the first quarter of 2022. We have signed letters of intent (“LOI”) to collaborate with some of the world’s biggest utility companies for delivery of Supernova, and expect in the future to expand beyond utilities into additional distribution channels.
Other operating expenses increased by €48,150 thousand, or 111%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to €16,605 thousand related to new marketing campaigns, €3,139 thousand related to the increase in travel expenses and €6,641 thousand related to increased delivery costs in connection with increases in sales and production.
Other operating expenses increased by €48,150 thousand, or 111%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to €16,605 thousand related to new marketing campaigns, €3,139 thousand related to the increase in 57 travel expenses and €6,641 thousand related to increased delivery costs in connection with increases in sales and production.
The Facility Agreement also contains financial covenants regarding maintenance as of the end of each fiscal quarter of a maximum senior net debt to gross profit ratio ranging from 1.60x in 2023 to 0.60x in 2026 and thereafter and a minimum level of shareholders’ equity of 0.00. The Facility Agreement is governed by Spanish law.
The BBVA Facility Agreement also contains financial covenants regarding maintenance as of the end of each fiscal quarter of a maximum senior net debt to gross profit ratio ranging from 1.60x in 2023 to 0.60x in 2026 and thereafter and a minimum level of shareholders’ equity of 0.00. The BBVA Facility Agreement is governed by Spanish law.
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.
From a competitive perspective, the North American market has 51 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.
We recognize revenue from contracts with customers when control of the goods or services are transferred to the customer at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.
We recognize revenue from contracts with customers when control of the goods or services are 53 transferred to the customer at an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services.
Key Factors Affecting Operating Results We believe our performance and future success depend on several factors that present significant opportunities for it but also pose risks and challenges, including those discussed below and in the section of this Annual Report titled “ Risk Factors. ” Growth in EV Adoption Our revenue growth is directly tied to the continued acceptance of passenger and commercial EVs sold, which it believes drives the demand for charging products and infrastructure.
Key Factors Affecting Operating Results We believe our performance and future success depend on several factors that present significant opportunities for it but also pose risks and challenges, including those discussed below and in the section of this Annual Report titled “Risk Factors.” Growth in EV Adoption Our revenue growth is directly tied to the continued acceptance of passenger and commercial EVs sold, which it believes drives the demand for charging products and infrastructure.
Upon an event of default specified in the Facility Agreement that remains uncured after 15 business days, the Facility may become due and payable in full upon provision of notice thereof in accordance with the terms of the Facility Agreement.
Upon an event of default specified in the BBVA Facility Agreement that remains uncured after 15 business days, the BBVA Facility may become due and payable in full upon provision of notice thereof in accordance with the terms of the BBVA Facility Agreement.
Trend Information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2021 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
Trend Information Other than as disclosed elsewhere in this Annual Report, we are not aware of any trends, uncertainties, demands, commitments or events since December 31, 2022 that are reasonably likely to have a material adverse effect on our revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
C. Research and Development, Patents and Licenses, etc. For information regarding research and development policies for the last three years, Please refer to Item 4, “ Information on the Company – Business Overview .” D.
C. Research and Development, Patents and Licenses, etc. For information regarding research and development policies for the last three years, Please refer to Item 4, “Information on the Company—Business Overview.” D.
No deferred tax assets were recorded for losses carried forward and hence that no regular corporate income charge is recorded in both years. Comparison of the years ended December 31, 2021 and 2020 The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report.
No deferred tax assets were recorded for losses carried forward and hence that no regular corporate income charge is recorded in both years. Comparison of the years ended December 31, 2022 and 2021 The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report.
Cash Flow Summary Comparison of the years ended December 31, 2022 and 2021 The following table summarizes our cash flows for the years ended December 31, 2022 and 2021: Year Ended December 31, Variance 2022 2021 € % (€ in thousands, except percentages) Net cash used in operating activities € (136,292 ) € (69,631 ) € (66,661 ) 96 % Net cash used in investing activities € (13,959 ) € (88,297 ) € 74,338 (84 )% Net cash from financing activities € 111,747 € 246,925 € (135,178 ) (55 )% 78 Table of Contents Operating Activities Net cash used in operating activities increased by €66,661 thousand, or 96%, for the year ended December 31, 2022 as compared to year ended December 31, 2021, primarily due to the increase in inventories of €53,066 thousand in order to get the enough level of inventory to avoid disruptions on the manufacturing process due to the limited availability of certain key components such as semiconductors, which have recently experienced supply shortages that have significantly affected the overall automotive industry.
Comparison of the years ended December 31, 2022 and 2021 The following table summarizes our cash flows for the years ended December 31, 2022 and 2021: Year Ended December 31, Variance 2022 2021 € % (€ in thousands, except percentages) Net cash used in operating activities € (136,292 ) € (69,631 ) € (66,661 ) 96 % Net cash used in investing activities € (13,959 ) € (88,297 ) € 74,338 (84 )% Net cash from financing activities € 111,747 € 246,925 € (135,178 ) (55 )% Operating Activities Net cash used in operating activities increased by €66,661 thousand, or 96%, for the year ended December 31, 2022 as compared to year ended December 31, 2021, primarily due to the increase in inventories of €53,066 thousand in order to get the enough level of inventory to avoid disruptions on the manufacturing process due to the limited availability of certain key components such as semiconductors, which have recently experienced supply shortages that have significantly affected the overall automotive industry.
On July 27, 2022, we exercised our option to acquire the remaining 49% of share capital of Electromaps, S.L. 3.
On July 27, 2022, we exercised our option to acquire the remaining 49% of share capital of Electromaps, S.L.
ARES (Acquired in July 2022): ARES is an innovative provider of printed circuit boards and through its acquisition, we expanded our design and manufacturing capabilities and believe this acquisition will increase our innovation cycle time and improve our supply chain resilience. 4.
(3) ARES (acquired in July 2022): ARES is an innovative provider of printed circuit boards and through its acquisition, we expanded our design and manufacturing capabilities and believe this acquisition will increase our innovation cycle time and improve our supply chain resilience.
Impact of New Product Releases As we introduce new products, such as the market introduction of our Supernova and Hypernova public charging stations, our profitability may be temporarily impacted by launch costs until our supply chain achieves targeted cost reductions.
Impact of New Product Releases As we introduce new products, such as the market introduction of our Supernova public charging stations, our profitability may be temporarily impacted by launch costs until our supply chain achieves targeted cost reductions.
The Facility Agreement contains affirmative and negative covenants, including without limitation a minimum cash requirement and restrictions on incurrence of additional debt, liens, fundamental changes, asset sales, restricted payments and transactions with affiliates.
The BBVA Facility Agreement contains affirmative and negative covenants, including without limitation a minimum cash requirement and restrictions on incurrence of additional debt, liens, fundamental changes, asset sales, restricted payments and 62 transactions with affiliates.
Operating Results Comparison of the years ended December 31, 2022 and 2021 The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report.
Operating Results Comparison of the years ended December 31, 2023 and 2022 The results of operations presented below should be reviewed in conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report.
(2) Represents expenses related to fair value of convertible bonds. Please refer to Note 23 to our consolidated financial statements include elsewhere in this Annual Report. (3) Represents expenses or incomes related to change the fair value of the warrants liabilities.
(2) Represents expenses related to fair value of convertible bonds. (3) Represents expenses or incomes related to change the fair value of the warrants liabilities. Please refer to Note 13 to our consolidated financial statements include elsewhere in this Annual Report.
In our pursuit to accomplish this vision, we have acquired four companies to date: 1. Intelligent Solutions (controlling interest acquired in February 2020): Intelligent Solutions is one of the largest distributors of intelligent charging solutions in Northern Europe, with an extensive partner network of car dealers, installers, and utility companies in Norway, Sweden, Finland, and Denmark.
In our pursuit to accomplish this vision, we have acquired five companies to date: 48 (1) Intelligent Solutions (controlling interest acquired in February 2020): Intelligent Solutions is one of the largest distributors of intelligent charging solutions in Northern Europe, with an extensive partner network of car dealers, installers, and utility companies in Norway, Sweden, Finland, and Denmark.
Item 5. Operating and Financial Review and Prospects You should read the following discussion in conjunction with our consolidated financial statements included elsewhere in this Annual Report. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in Item 3, “Key Information – D.
Item 5. Operat ing and Financial Review and Prospects You should read the following discussion in conjunction with our consolidated financial statements included elsewhere in this Annual Report. This discussion contains forward‑looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in Item 3, “Key Information – D.
Sanctions imposed by any of these countries could disrupt our supply of critical components among our manufacturing facilities in Barcelona as well as our production and the sales of EVs. As a result of the war, we stopped selling our products in Ukraine and Russia, and will not pursue new opportunities with customers in those countries.
Sanctions imposed by any of these countries could disrupt our supply of critical components among our manufacturing facilities in Barcelona as well as our production and the sales of EVs. As a result of the war, we stopped marketing our products in Russia, and will not pursue new opportunities with customers in those countries.
BBVA Facility and Warrant Agreement On February 9, 2023 (the “Facility Closing Date”), Wallbox, as guarantor, and its wholly-owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (the “Borrower”) entered into a Facility Agreement (the “Facility Agreement”) with Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”).
BBVA Facility and Warrant Agreement On February 9, 2023 (the “BBVA Facility Closing Date”), Wallbox, as guarantor, and its wholly‑owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (Wall Box Chargers) entered into a Facility Agreement (the “BBVA Facility Agreement”) with Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”).
We have established partnerships in Europe with operators of charging points that allow users to pay for their charging directly via Electromaps. We intend to extend these relationships with charging operators outside of Europe and enable this payment feature globally. 65 Table of Contents Seasonality Our business is seasonal in nature.
We have established partnerships in Europe with operators of charging points that allow users to pay for their charging directly via Electromaps. We intend to extend these relationships with charging operators outside of Europe and enable this payment feature globally. Seasonality Our business is seasonal in nature.
These commitments mainly correspond to the work that, as of December 31, 2022, are being executed in the investments in machinery and tools for the factories located in Texas and Barcelona.
These commitments mainly correspond to the work that, as of December 31, 2023, are being executed in the investments in machinery and tools for the factories located in Texas and Barcelona.
Please refer to Note 8, “ Property, Plant and Equipment ,” and Note 10, “ Intangible Assets and Goodwill ,” of the consolidated financial statements included elsewhere in this Annual Report for more information. Additionally, our lease agreements provide for lease obligations and the future interest payable under these agreements is as set forth in the table below.
Please refer to Note 8, “Property, Plant and Equipment,” and Note 10, “Intangible Assets and Goodwill,” of the consolidated financial statements included elsewhere in this Annual Report for more information. Additionally, our lease agreements provide for lease obligations and the future interest payable under these agreements is as set forth in the table below.
Competition We believe we are currently one of the market leaders in Europe and NORAM in residential EV charging solutions based on the number of charging units sold compared to EVs sold on a country by country basis.
Competition We believe we are currently one of the market leaders in Europe and North America in residential EV charging solutions based on the number of charging units sold compared to EVs sold on a country by country basis.
Actual results may differ from these estimates. 80 Table of Contents JOBS Act The JOBS Act permits an EGC such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.
Actual results may differ from these estimates. 65 JOBS Act The JOBS Act permits an EGC such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.
Recent Accounting Pronouncements Please refer to Note 4, “ New IFRS and IFRIC Not Yet Effective ,” of our consolidated financial statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements and discussion of the impact of recent accounting pronouncements, respectively. Off Balance Sheet Arrangements None. 81 Table of Contents
Recent Accounting Pronouncements Please refer to Note 4, “New IFRS and IFRIC Not Yet Effective,” of our consolidated financial statements included elsewhere in this Annual Report for more information regarding recently issued accounting pronouncements and discussion of the impact of recent accounting pronouncements, respectively. Off Balance Sheet Arrangements None.
The Global Economic Environment Certain factors in the global economic environment that may impact our global operations include, among other things currency fluctuations, capital and exchange controls, global economic conditions including inflation, restrictive government actions, changes in intellectual property, legal protections and remedies, trade regulations, tax laws and regulations and procedures and actions affecting approval, production, pricing, and marketing of, reimbursement for and access to our products, as well as impacts of political or civil unrest or military action, including the current conflict between Russia and Ukraine, tensions between China and the U.S., the U.K., the EU, India and other countries that were heightened during 2021, terrorist activity, unstable governments and legal systems, inter-governmental disputes, public health outbreaks, epidemics, pandemics, natural disasters or disruptions related to climate change.
The Global Economic Environment Certain factors in the global economic environment that may impact our global operations include, among other things currency fluctuations, capital and exchange controls, global economic conditions including inflation, interest rates, monetary policy, restrictive government actions, changes in intellectual property, legal protections and remedies, trade regulations, tax laws and regulations and procedures and actions affecting approval, production, pricing, and marketing of, reimbursement for and access to our products, as well as impacts of political or civil unrest or military action, including the current conflict between Russia and Ukraine, tensions between China and the U.S., the U.K., the EU, the middle east, India, terrorist activity, unstable governments and legal systems, inter‑governmental disputes, public health outbreaks, epidemics, pandemics, natural disasters or disruptions related to climate change.
The Facility Agreement provides for an aggregate term loan commitment of €25.0 million (the “Facility”), which amount was fully drawn down on the Facility Closing Date and we received an amount of €24.6 million after the deduction of fees and expenses.
The BBVA Facility Agreement provides for an aggregate term loan commitment of €25.0 million (the “BBVA Facility”), which amount was fully drawn down on the BBVA Facility Closing Date and we received an amount of €24.6 million after the deduction of fees and expenses.
Principal outstanding under the Facility Agreement accrues interest on a daily basis at a rate equal to 1 month EURIBOR plus an amount equal to 8.00% per annum. The Facility is secured by certain intellectual property rights.
Principal outstanding under the BBVA Facility Agreement shall accrue interest on a daily basis at a rate equal to 1 month EURIBOR plus an amount equal to 8.00% per annum. The BBVA Facility is secured by certain intellectual property rights.
If our market share decreases due to increased competition, our revenue and ability to generate profits in the future may be impacted. 64 Table of Contents Global Expansion We operate in Europe, North America, Latin America and APAC.
If our market share decreases due to increased competition, our revenue and ability to generate profits in the future may be impacted. Global Expansion We operate in Europe, North America, Latin America and APAC.
On February 9, 2023 (the “Facility Closing Date”), Wallbox, as guarantor, and its wholly-owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (the “Borrower”) entered into a Facility Agreement (the “Facility Agreement”) with Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”).
On February 9, 2023 (the “BBVA Facility Closing Date”), Wallbox, as guarantor, and its wholly‑owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (“Wall Box Chargers”) entered into a Facility Agreement (the “BBVA Facility Agreement”) with Banco Bilbao Vizcaya Argentaria S.A. (“BBVA”).
Impact of the war between Russia and Ukraine As a result of the war between Russia and Ukraine as well as escalating tensions along the U.S. and certain allies in Europe imposed sanctions on Russia and could impose further sanctions against it. Russia could respond in kind.
Impact of the war between Russia and Ukraine As a result of the war between Russia and Ukraine, the U.S. and certain allies in Europe imposed sanctions on Russia and could impose further sanctions against it. Russia could respond in kind.
Operating Loss Operating loss consists of our revenue and net other income less changes in inventories and raw materials and consumables used, employee benefits, other operating expenses and amortization and depreciation. Financial Income and Financial Expenses Financial income consists of interest income on outstanding cash positions and fair value adjustments on the put option liability and valuation of financial instruments.
Operating Loss Operating loss consists of our revenue and net other income less changes in inventories and raw materials and consumables used, employee benefits, other operating expenses and amortization and depreciation. 54 Financial Income and Financial Expenses Financial income consists of interest income on outstanding cash positions and fair value adjustments of derivative instruments and valuation of financial instruments.
Risk Factors.” Actual results could differ materially from those contained in any forward-looking statements. When we refer to the “Consolidated Group” or “Group” we are referring to Wallbox N.V. and its consolidated subsidiaries. Business Overview We believe we are a global leader in smart electric vehicle charging and energy management.
Risk Factors.” Actual results could differ materially from those contained in any forward‑looking statements. When we refer to the "Company" we are referring to Wallbox N.V. and its consolidated subsidiaries. Business Overview We believe we are a global leader in intelligent electric vehicle charging and energy management solutions.
Europe and North America are expected to be significant contributors to our revenue in future years with manufacturing capacity added to North America in 2022. The European EV charging market can be characterized as fragmented.
Europe and North America are expected to be significant contributors to our revenue in future years with manufacturing capacity added to North America in 2022 and the inorganic growth due to the acquisition of ABL. The European EV charging market can be characterized as fragmented.
Sale of Chargers Revenue related to the sale of chargers consists of sales of public and home & business charging devices, as well as accessories. Revenue from the sale of goods is recognized at the point in time when control of the asset is transferred to the customer, generally when the charger leaves our warehouse.
Sale of Chargers and other related products Revenue related to the sale of chargers consists of sales of public and home & business charging devices, as well as accessories. Revenue from the sale of goods is recognized at the point in time when control of the asset is transferred to the customer.
Contractual Obligations and Commitments As of December 31, 2022, we had contractual obligations to purchase, construct or develop property, plant and equipment assets, for an amount of €3,318 thousand (€11,438 thousand as of December 31, 2021) and commitments for the acquisition of intangible assets of €1,728 thousand (€1,024 thousand as of December 31, 2021).
Contractual Obligations and Commitments As of December 31, 2023, we had contractual obligations to purchase, construct or develop property, plant and equipment assets, for an amount of €775 thousand (€3,318 thousand as of December 31, 2022) and commitments for the acquisition of intangible assets of €1,127 thousand (€1,728 thousand as of December 31, 2022).
Private Placement Equity Offering On December 5, 2022, we closed a private placement of Class A Shares, pursuant to which we sold 8,176,694 Class A Shares for aggregate gross proceeds of $43.5 million (€41.7 million) to certain existing investors and strategic partners at a price of $5.32 per share.
On December 5, 2022, we completed a private placement of our Class A Shares and issued and sold 8,176,694 Class A Shares for aggregate gross proceeds of $43.5 million (€41.7 million) to certain existing investors and strategic partners at a price of $5.32 per share.
Founded in 2015, we create smart charging systems that combine innovative technology with outstanding design and that manage the communication between user, vehicle, grid, building and charger. 61 Table of Contents Our mission is to facilitate the adoption of electric vehicles today to make more sustainable use of energy tomorrow.
Founded in 2015, we create smart charging systems that we believe combines innovative technology with outstanding design with the goal of managing the communication between user, vehicle, grid, building and charger. Our mission is to facilitate the adoption of electric vehicles today to make more sustainable use of energy tomorrow.
Upon an event of default specified in the Facility Agreement that remains uncured after 15 business days, the Facility may become due and payable in full upon provision of notice thereof in accordance with the terms of the Facility Agreement.
Upon an event of default specified in the BBVA Facility Agreement that remains uncured after 15 business days, the BBVA Facility may become due and payable in full upon provision of notice thereof in accordance with the terms of the BBVA Facility Agreement. The BBVA Facility Agreement also contains customary affirmative and negative covenants.
Pursuant to the registration rights we agreed to as part of the private placement, we filed a registration statement for the resale of the Class A Shares purchased in the private placement on December 14, 2022.
Pursuant to the registration rights we agreed to as part of the private placement, we filed a registration statement for the resale of the Class A Shares purchased in the private placement on July 19, 2023.
Such disruptions could negatively affect our ability to provide critical components to affiliates or produce finished goods for customers, which could increase our costs, require capital expenditures and harm our results of operations and financial condition. We continue to monitor the situation closely.
Although such sales in the Ukraine region have not been significant to our business further disruptions could negatively affect our ability to provide critical components to affiliates or produce finished goods for customers, which could increase our costs, require capital expenditures and harm our results of operations and financial condition. We continue to monitor the situation closely.
Reconciliations of Non-IFRS and Other Financial and Operating Metrics The following table reconciles Adjusted EBITDA to the most directly comparable IFRS financial measures, which is loss for the year: For additional information about our use of Adjusted EBITDA, please refer to “ Presentation of Financial and Other Information .” 2022 2021 2020 € in thousands Loss for the year € (62,800 ) € (223,777 ) € (11,402 ) Income tax credit € (4,926 ) € (1,807 ) € (910 ) Amortization and depreciation € 18,890 € 8,483 € 2,379 Financial income € (2,307 ) € (155 ) € (6 ) Financial expenses (1) € 7,998 € 6,576 € 1,011 EBITDA € (43,145 ) € (210,680 ) € (8,928 ) Fair value adjustment of convertible bonds-(2) € — € 25,491 € — Change in fair value of derivative warrant liabilities-(3) € (80,748 ) € 68,953 € — Share listing expense-(4) € — € 72,172 € — Foreign exchange gains/(losses) € 3,618 € (1,026 ) € 69 Share based payment expenses-(5) € 32,625 € 2,455 € 2,785 Transaction costs relating to the Business Combination-(6) € — € 8,046 € — Other items-(7) € (1,844 ) € (656 ) € (289 ) Adjusted EBITDA € (89,494 ) € (35,245 ) € (6,363 ) (1) Financial expenses is comprised of interest and fees on bank loans, interest on lease liabilities, interest on shareholder and other borrowings, interest on convertible bonds, accretion of discount on put option liabilities and other finance costs (such as fair value loss on financial investments and impairment on financial investments), excluding fair value adjustment of convertible bonds.
Reconciliations of Non‑IFRS and Other Financial and Operating Metrics The following table reconciles Adjusted EBITDA to the most directly comparable IFRS financial measures, which is loss for the year: For additional information about our use of Adjusted EBITDA, please refer to “Presentation of Financial and Other Information.” 2023 2022 2021 (€ in thousands) Loss for the year € (112,071 ) € (62,800 ) € (223,777 ) Income tax credit € (703 ) € (4,926 ) € (1,807 ) Amortization and depreciation € 28,443 € 18,890 € 8,483 Financial income € (1,472 ) € (2,307 ) € (155 ) Financial expenses (1) € 15,247 € 7,998 € 6,576 EBITDA € (70,556 ) € (43,145 ) € (210,680 ) Fair value adjustment of convertible bonds (2) € — € — € 25,491 Change in fair value of derivative warrant liabilities (3) € (6,476 ) € (80,748 ) € 68,953 Share listing expense (4) € — € — € 72,172 Foreign exchange gains/(losses) € (1,466 ) € 3,618 € (1,026 ) Share based payment expenses (5) € 14,191 € 32,625 € 2,455 Transaction costs relating to the Business Combination (6) € — € — € 8,046 Other items (7) € (3,094 ) € (1,844 ) € (656 ) Negative goodwill (8) € (11,166 ) € — € — One-time expenses (9) € 3,031 € — € — Other non-cash expenses (10) € 1,360 € — € — Adjusted EBITDA € (74,176 ) € (89,494 ) € (35,245 ) (1) Financial expenses is comprised of interest and fees on bank loans, interest on lease liabilities, interest on shareholder and other borrowings, interest on convertible bonds, accretion of discount on put option liabilities and other finance costs (such as fair value loss on financial investments and impairment on financial investments), excluding fair value adjustment of convertible bonds.
Please refer to Note 6 to our consolidated financial statements include elsewhere in this Annual Report. (5) Represents share based payments expense. Please refer to Note 22 to our consolidated financial statements include elsewhere in this Annual Report. (6) Represents expenses related to the Business Combination.
Please refer to Note 6 to our consolidated financial statements include elsewhere in this Annual Report. (5) Represents share based payments expense. Please refer to Note 21 to our consolidated financial statements include elsewhere in this Annual Report.
The Facility Agreement provides for an aggregate term loan commitment of €25.0 million (the “Facility”), and we received net borrowings of €24.6 million after deducting fees and expenses. The Facility is secured by certain intellectual property rights.
The BBVA Facility Agreement provides for an aggregate term loan commitment of €25.0 million (the “BBVA Facility”), and we received net borrowings of €24.6 million after deducting fees and expenses. As of December 31, 2023, we had €25.0 million of borrowings outstanding under the BBVA Facility. The BBVA Facility is secured by certain intellectual property rights.
Our existing business segments are: • EMEA: Europe-Middle East Asia • NORAM: North America • APAC: Asia-Pacific NORAM and APAC segments had limited revenues during 2022. Refer to Note 7, “ Operating Segments,” included within our consolidated financial statements for further details.
Our segments are: • EMEA: Europe‑Middle East Asia • NORAM: North America • APAC: Asia‑Pacific Refer to Note 7, “Operating Segments,” included within our consolidated financial statements for further details.
For the 2018 Legacy Stock Option Program for Founders, we record share-based payments based on the estimated fair value using the American Option Chain and considering the conditions established in the plan.
For the 2018 Legacy Stock Option Program for Founders, we record share‑based payments based on the estimated fair value using the American option chain and considering the conditions established in the plan. This plan is considered fully vested from their date of concession.
This plan is considered fully vested from their date of concession. 67 Table of Contents Other Operating Expenses Other operating expenses primarily consist of professional services, marketing expenses, external temporary workers expense, delivery expense, insurance premiums and other expenses, including leases of machinery with lease terms of twelve months or less and leases of office equipment with low value, including IT equipment.
Other Operating Expenses Other operating expenses primarily consist of professional services, marketing expenses, external temporary workers expense, delivery expense, insurance premiums and other expenses, including leases of machinery with lease terms of twelve months or less and leases of office equipment with low value, including IT equipment.
APAC Segment Comparison of the years ended December 31, 2022 and 2021 The following table presents our results of operations at a segment level for APAC for the years ended December 31, 2022 and 2021: Year Ended December 31, Variance 2022 2021 € % (€ in thousands, except percentages) Revenue € 414 € 298 € 116 39 % Changes in inventories and raw materials and consumables used € (16 ) € (19 ) € 3 (16 )% Employee benefits (386 ) (227 ) (159 ) 70 % Other operating expenses (113 ) (63 ) (50 ) 79 % Amortization and depreciation (2 ) (1 ) (1 ) n/m Net other income 1 — 1 n/m Operating loss € (102 ) € (12 ) € (90 ) 750 % n/m = not meaningful We had revenue of €414 thousand for the year ended December 31, 2022 and €298 thousand the year ended December 31, 2021, the increase was primarily a result of the expansion of our sales in this region.
APAC Segment Comparison of the years ended December 31, 2023 and 2022 The following table presents our results of operations at a segment level for APAC for the years ended December 31, 2023 and 2022: Year Ended December 31, Variance 2023 2022 € % (€ in thousands, except percentages) Revenue € 1,713 € 414 € 1,299 314 % Changes in inventories and raw materials and consumables used € (615 ) € (16 ) € (599 ) 3744 % Employee benefits (740 ) (386 ) (354 ) 92 % Other operating expenses (543 ) (113 ) (430 ) 381 % Amortization and depreciation (210 ) (2 ) (208 ) 10400 % Net other income (1 ) 1 (2 ) (200 )% Operating loss € (396 ) € (102 ) € (294 ) 288 % n/m = not meaningful The increase in revenue of €1,299 thousand for the year ended December 31, 2023 as compared to the year ended December 31, 2022 is due to the revenue generated by the new subsidiary in Australia. 60 Comparison of the years ended December 31, 2022 and 2021 The following table presents our results of operations at a segment level for APAC for the years ending December 31, 2022 and 2021: Year Ended December 31, Variance 2022 2021 € % (€ in thousands, except percentages) Revenue € 414 € 298 € 116 39 % Changes in inventories and raw materials and consumables used € (16 ) € (19 ) € 3 (16 )% Employee benefits (386 ) (227 ) (159 ) 70 % Other operating expenses (113 ) (63 ) (50 ) 79 % Amortization and depreciation (2 ) (1 ) (1 ) 100 % Net other income 1 — 1 n/m Operating loss € (102 ) € (12 ) € (90 ) 750 % n/m = not meaningful We had revenue of €414 thousand for the year ended December 31, 2022 and €298 thousand the year ended December 31, 2021, the increase was primarily a result of the expansion of our sales in this region.
Based on IFRS 2, and from an analysis of the transaction, it has been considered that the excess of fair value of our Shares issued over the fair value of Kensington’s identifiable net assets acquired represents compensation for the service of stock exchange listing for its shares and has been expensed as incurred. 68 Table of Contents Foreign Exchange Gains /(Losses) Foreign exchange gains (losses) consist of realized and unrealized gains (losses) on foreign currency transactions and outstanding balances at year-end.
Based on IFRS 2, and from an analysis of the transaction, it has been considered that the excess of fair value of our Shares issued over the fair value of Kensington’s identifiable net assets acquired represents compensation for the service of stock exchange listing for its shares and has been expensed as incurred.
We believe that our sources of liquidity and capital will be sufficient to meet our business needs for at least the next twelve months. We also expect these sources of liquidity will be sufficient to fund our long-term contractual obligations and capital needs.
Substantially concurrently with the closing of the transaction several agreements have been entered into by the Company. We believe that our sources of liquidity and capital will be sufficient to meet our business needs for at least the next twelve months. We also expect these sources of liquidity will be sufficient to fund our long‑term contractual obligations and capital needs.
Employee benefits expense increased by €19,860 thousand, or 203%, for the year ended December 31, 2021 as compared to the year ended December 31, 2020, primarily due to an increase in personnel expenses stemming from hiring of employees to support our growth.
Employee benefits expense increased by €(5,860) thousand, or 43%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to an increase in personnel expenses stemming from hiring of employees to support our growth and the compensation expense from our benefits plans, primarily equity awards granted to employees.
Please refer to Note 13 to our consolidated financial statements include elsewhere in this Annual Report. 76 Table of Contents (4) The excess of fair value of Wallbox Shares issued in connection with the Business Combination over the fair value of Kensington’s identifiable net assets acquired was deemed to represent compensation for the service of stock exchange listing for its shares and was accordingly expensed as incurred.
(4) The excess of fair value of Wallbox Shares issued in connection with the Business Combination over the fair value of Kensington’s identifiable net assets acquired was deemed to represent compensation for the service of stock exchange listing for its shares and was accordingly expensed as incurred.
Financial expenses decreased by €24,070 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to a fair value loss that incurred in year ended December 31, 2021 on the issuance of a convertible loan. 70 Table of Contents Change in fair value of derivative warrant liabilities increased by €149,701 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the decrease in 2022 of the fair value of the outstanding warrants from their fair value in the previous period.
Change in fair value of derivative warrant liabilities increased by €149,701 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to the decrease in 2022 of the fair value of the outstanding warrants from their fair value in the previous period.
These warrants were considered part of the net assets of Kensington at the time of the Business Combination. According to management’s assessment, both the Public and Private Warrants fall within the scope of IAS 32 and have been classified as a derivative financial liability.
According to management’s assessment, both the Public and Private Warrants and BBVA Warrants fall within the scope of IAS 32 and have been classified as a derivative financial liability.
As a deduction as a result of our tax residency in Spain, the tax credit is available as a deduction for certain eligible R&D expenses, including IT and product development.
Income Tax Credit Income tax credit relates to a percentage of research and development (“R&D”) related expenses that are expected to be eligible for tax deductions. As a deduction as a result of our tax residency in Spain, the tax credit is available as a deduction for certain eligible R&D expenses, including IT and product development.
(7) Other items consists of all other income and expenses linked to activities that are outside the core of our operating activities and may include income or losses related to gain or loss of assets, liabilities, and grants. The amounts set forth in the table above represent net other income for the periods presented. B.
(6) Represents expenses related to the Business Combination. 61 (7) Other items consists of all other income and expenses linked to activities that are outside the core of our operating activities and may include income or losses related to gain or loss of assets, liabilities, grants.
Workforce Reduction On January 19, 2023, we announced that, as a result of disruptions in the global supply chains that have impacted delivery rates of electric vehicles, we were taking measures to reduce costs and better align our cost structure with the current demand environment. Reductions were balanced between operating and personnel expenses, impacting approximately 15% of our workforce.
During 2022, global supply chains experienced disruptions that impacted and continues to impact delivery rates of electric vehicles. As a result, in January 2023, we announced cost reduction measures balanced between operating and personnel expenses, impacting approximately 15% of our workforce. We expect to have further reductions during 2024.
Payments due by period € in thousands Total Less than 1 year 1-2 years 2-5 years More than 5 years Lease obligations € 35,387 € 3,844 € 3,879 9,844 17,820 Capital Expenditures For the year ended December 31, 2022, our capital expenditures for property, plant and equipment were €36,262 thousand.
Payments due by period Total Less than 1 year 1-2 years 2-5 years More than 5 years (€ in thousands) Lease obligations € 51,535 € 6,830 € 5,760 13,925 25,020 Capital Expenditures For the year ended December 31, 2023, our capital expenditures for property, plant and equipment were €9,106 thousand.
We have targeted these funding programs and intend on participating as either a direct recipient or by supporting charging equipment operators that have selected our hardware. If our equipment fails to meet the standards or requirements implemented in connection with these programs, we may not be able to access those funds.
We have targeted these funding programs and intend on participating as either a direct recipient or by supporting charging equipment operators that have selected our hardware.
As of December 31, 2022, we were in compliance with the covenants under our the agreements governing our indebtedness.
On December 22, 2023 we obtained a waiver issued by BBVA regarding the compliance with the covenants under the agreements governing our indebtedness. As of December 31, 2023, we were in compliance with the covenants under the BBVA Facility.
We expect to spend approximately €26,177 in 2023 for capital expenditures, primarily related to machinery and tools for the factories for the Group and intend to fund these expenditures with the financing to be obtained through the banks.
We expect to spend approximately €13 million in 2024 for capital expenditures, primarily related to machinery and tools for our factories and intend to fund these expenditures with borrowings under financing facilities.
Our current working capital needs relate mainly to the growth of the current business and continuing operations. Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows.
Our ability to expand and grow our business will depend on many factors, including our working capital needs and the evolution of our operating cash flows. Our primary cash requirements include operating expenses, satisfaction of commitments to various counterparties and suppliers, and capital expenditures (including property and equipment).
Pursuant to the Subscription Agreement, we agreed to file a registration statement for the resale of the Class A Shares issuable upon exercise of the Warrant.
Pursuant to the Subscription Agreement, we filed a registration statement on January 12, 2024, which registration statement was declared effective on January 22, 2024, registering the resale of the Class A Shares issuable upon exercise of the Warrant.
The Facility matures on the fourth anniversary of the Facility Closing Date and under certain circumstances may be extended to mature on the fifth anniversary of the Facility Closing Date. The Borrower is permitted to prepay the Facility in whole or in part upon notice thereof in accordance with the terms of the Facility Agreement.
The BBVA Facility matures on the fourth anniversary of the BBVA Facility Closing Date and under certain circumstances may be extended to mature on the fifth anniversary of the BBVA Facility Closing Date.
The Facility matures on the fourth anniversary of the Facility Closing Date and under certain circumstances may be extended to mature on the fifth anniversary of the Facility Closing Date. The Borrower is permitted to prepay the Facility in whole or in part upon notice thereof in accordance with the terms of the Facility Agreement.
The BBVA Facility matures on the fourth anniversary of the BBVA Facility Closing Date and under certain circumstances may be extended to mature on the fifth anniversary of the BBVA Facility Closing Date.
Liquidity and Capital Resources Sources of Liquidity We have a history of operating losses and negative operating cash flows. We have experienced net losses and significant cash outflows from cash used in operating activities over the past years as it has been investing significantly in the development of its EV charging products.
We have experienced net losses and significant cash outflows from cash used in operating activities over the past years as we have been investing significantly in the development of our EV charging products. During the year ended December 31, 2023, we incurred a loss for the year of €112.1 million and net cash used in operating activities of €64.1 million.
Financial expenses increased by €31,057 thousand for the year ended December 31, 2021 as compared to the year ended December 31, 2020, primarily due to a fair value loss incurred on a newly issued convertible loan during the year and the incurrence of new bank loans and working capital credit lines.
Financial expenses decreased by €24,070 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to a fair value loss that incurred in year ended December 31, 2021 on the issuance of a convertible loan.
Income Tax Credit Income tax credit increased by €897 thousand, or 99%, for the year ended December 31, 2021 as compared to the year ended December 31, 2020, primarily due to the recognition of a tax credit receivable of €1,666 thousand for certain R&D expenses.
Income Tax Credit Income tax credit decreased by €(4,223) thousand, or (86)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the recognition of a tax credit receivable for certain R&D expenses, which in 2022 were exceptionally high because we met certain conditions.
As a result, in January 2023, we announced cost reduction measures balanced between operating and personnel expenses, impacting approximately 15% of our workforce. 66 Table of Contents Key Components of Results of Operations Revenue Our revenue consists of retail sales and sales from distributors, resellers and installer customers of charging solutions for EVs, which includes electronic chargers and other services.
Key Components of Results of Operations Revenue Our revenue consists of retail sales and sales from distributors, resellers and installer customers of charging solutions for EVs, which includes electronic chargers and other services.
Operating loss increased by €39,679 thousand, or 407%, for the year ended December 31, 2021 as compared to the year ended December 31, 2020, primarily due to the accelerated launch of new products and changes in product mix.
Operating Loss Expenses related to changes in inventories and raw materials and consumables used increased by €(9,898) thousand, or 12%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022. These expenses increased, primarily as a result of expenses associated with the accelerated launch of new products and changes in product mix.
These expenses increased at a higher rate than our revenues, primarily as a result of expenses associated with the accelerated launch of new products and changes in product mix. We also experienced increased expenses related to costs of outsourcing production to third parties as a result of the growth in sales.
These expenses increased primarily as a result of expenses associated with the accelerated launch of new products and changes in product mix.
Our primary sources of liquidity have historically been cash generated from operations, the issuance of debt and equity instruments and under bank loans.
Our principal uses of cash in recent periods have been funding of our operations and development of intangibles with respect to EV chargers and energy management software. Our primary sources of liquidity have historically been cash generated from operations, the issuance of debt and equity instruments and under bank loans, as described below.

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Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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In the event of reappointment of a non-executive director after an eight-year period (or any reappointment thereafter), the our management report shall include the reasons for such reappointment, in accordance with the principles and best practice provisions of the DCGC. The General Meeting may at all times suspend or dismiss any director.
In the event of reappointment of a non‑executive director after an eight‑year period (or any reappointment thereafter), our management report shall include the reasons for such reappointment, in accordance with the principles and best practice provisions of the DCGC. The General Meeting may at all times suspend or dismiss any director.
Mr. Lainz has served as our Chief Financial Officer since March 2019, and served on the Board of directors from July 2017 to May 2019. Prior to joining Wallbox, Mr. Lainz served as Corporate Director and Chief Financial Officer of Eurofred Group, distributor of air conditioning and industrial heating systems, from June 2011 to February 2019.
Lainz has served as our Chief Financial Officer since March 2019, and served on the Board of directors from July 2017 to May 2019. Prior to joining Wallbox, Mr. Lainz served as Corporate Director and Chief Financial Officer of Eurofred Group, distributor of air conditioning and industrial heating systems, from June 2011 to February 2019. Prior to Eurofred Group, Mr.
Mr. Castañeda is a Wallbox co-founder and has served as our Chief Innovation Officer since November 2022, and was formerly Chief Product officer from 2020 to 2022 and Chief Technology Officer from 2018 to 2020. Mr. Castañeda also served on the Board of directors as a technical director from 2015 to 2020. Prior to Wallbox, Mr.
Castañeda is a Wallbox co‑founder and has served as our Chief Innovation Officer since November 2022, and was formerly Chief Product officer from 2020 to 2022 and Chief Technology Officer from 2018 to 2020. Mr. Castañeda also served on the Board of directors as a technical director from 2015 to 2020. Prior to Wallbox, Mr.
He is also a member of other boards of directors, including Telefonica and CIE Automotive. In addition he is chairman of the Endeavor Foundation, chairman of the Spanish Association of Automotive Suppliers (Sernauto) and chairman of the Fundación Consejo España China. We believe that Mr.
He is also a member of other boards of directors, including Telefonica and CIE Automotive. In addition, he is chairman of Endeavor Foundation, chairman of the Spanish Association of Automotive Suppliers (Sernauto) and chairman of the Fundación Consejo España China. We believe that Mr.
The nominating and corporate governance committee will consider persons identified by its members, management, shareholders and others. the Board adopted a nominating and corporate governance committee charter which details the principal functions of the nominating and corporate governance committee, including, among other things: • developing and recommending to the Board a set of corporate governance guidelines; • assessing the functioning of individual directors of the Board and making recommendations for appointments and reappointments to the Board and the committees of the Board; • supervising the policy of the Board on the selection criteria and appointment procedures for senior management; • participating in our succession planning for the Chair of the Board and Chief Executive Officer and other executive officers, including an emergency succession plan for the Chair of the Board and Chief Executive Officer; and • making recommendations to the Board regarding other company governance matters.
The nominating and corporate governance committee will consider persons identified by its members, management, shareholders and others. the Board adopted a nominating and corporate governance committee charter which details the principal functions of the nominating and corporate governance committee, including, among other things: • developing and recommending to the Board a set of corporate governance guidelines; • assessing the functioning of individual directors of the Board and making recommendations for appointments and reappointments to the Board and the committees of the Board; • supervising the policy of the Board on the selection criteria and appointment procedures for senior management; 74 • participating in our succession planning for the Chair of the Board and Chief Executive Officer and other executive officers, including an emergency succession plan for the Chair of the Board and Chief Executive Officer; and • making recommendations to the Board regarding other company governance matters.
Stock options granted under the Legacy Stock Option Program for founders will, for a period of 3 years, only become exercisable in equal monthly installments, determined by pro rating the options (i.e. 1/36th per month) over such three year period, on the last day of each calendar month and will be freely exercisable thereafter; provided all such options will expire after five years from the grant date.
Stock options granted under the Legacy Stock Option Program for founders 69 will, for a period of 3 years, only become exercisable in equal monthly installments, determined by pro rating the options (i.e. 1/36th per month) over such three year period, on the last day of each calendar month and will be freely exercisable thereafter; provided all such options will expire after five years from the grant date.
Pettersson is well qualified to serve on the Board based on his extensive experience sourcing, evaluating and acquiring automotive businesses. César Ruipérez Cassinello . Mr. Ruipérez has served as a Director of Corporate Development at Iberdrola, S.A., a Spanish multinational electric utility company (“Iberdrola”), an investor and commercial partner of Wallbox, since October 2008. At Iberdrola, Mr.
Pettersson is well qualified to serve on the Board based on his extensive experience include sourcing, evaluating and acquiring automotive businesses. César Ruipérez Cassinello . Mr. Ruipérez has served as a Director of Corporate Development at Iberdrola, S.A., a Spanish multinational electric utility company (“Iberdrola”), an investor and commercial partner of Wallbox, since October 2008. At Iberdrola, Mr.
Certain Transactions In the event of certain non-reciprocal transactions or events affecting Class A Shares, including, without limitation, any dividend or other distribution, change in control, reorganization, merger, repurchase, redemption, recapitalization, liquidation, dissolution, sale of all or substantially all of our assets or sale or exchange of our shares of Class A Shares, or other similar corporate transaction or event, the plan administrator will make equitable adjustments to the ESPP and outstanding rights.
Certain Transactions In the event of certain non‑reciprocal transactions or events affecting Class A Shares, including, without limitation, any dividend or other distribution, change in control, reorganization, merger, repurchase, redemption, recapitalization, liquidation, dissolution, sale of all or 71 substantially all of our assets or sale or exchange of our shares of Class A Shares, or other similar corporate transaction or event, the plan administrator will make equitable adjustments to the ESPP and outstanding rights.
In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending on and including January 31, 2031, by an amount equal to the lesser of (A) 1% of the aggregate number of shares of Class A Shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by the Board.
In addition, the number of shares available for issuance under the ESPP will be annually increased on January 1 of each calendar year beginning in 2022 and ending on and including January 31, 2031, by an amount equal to the lesser of (A) 1% of the aggregate number of shares 70 of Class A Shares outstanding on the final day of the immediately preceding calendar year and (B) such smaller number of shares as is determined by the Board.
González holds a Finance degree from CUNEF and an MBA from Columbia Business School. We believe Ms. González is qualified to serve on the Board based on her extensive experience managing funds in the technology sector. Donna J. Kinzel . Ms. Kinzel serves as a member of the Board. Ms.
González holds a Finance degree from CUNEF and an MBA from Columbia Business School. We believe Ms. González is qualified to serve on the Board based on her extensive experience managing funds in the technology sector. 67 Donna J. Kinzel . Ms. Kinzel serves as a member of the Board. Ms.
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.
The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, external legal counsel or other adviser and is directly responsible for the appointment, compensation and oversight of the work of any such adviser.
The our Board adopted an audit committee charter, which details the principal functions of the audit committee, including, among other things: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; 91 Table of Contents • monitoring the independence of our independent registered public accounting firm; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management our compliance with applicable laws and regulations; • pre-approving all audit services and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; • appointing or replacing our independent registered public accounting firm; • determining the compensation and oversight of the work of our independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and • reviewing and approving related party transactions in accordance with our Related Party Transaction Policy and Procedures.
The Board adopted an audit committee charter, which details the principal functions of the audit committee, including, among other things: • meeting with our independent registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems; • monitoring the independence of our independent registered public accounting firm; • verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; • inquiring and discussing with management our compliance with applicable laws and regulations; • pre‑approving all audit services and permitted non‑audit services to be performed by our independent registered public accounting firm, including the fees and terms of the services to be performed; 73 • appointing or replacing our independent registered public accounting firm; • determining the compensation and oversight of the work of our independent registered public accounting firm (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; • establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and • reviewing and approving related party transactions in accordance with our Related Party Transaction Policy and Procedures.
The remuneration policy was adopted by non-executive directors. Board Observers Mr. Marc Sabé served during the year ended December 31, 2022 and continues to serve as an observer on our Board. Mr Sabé is an employee of Eurofred, S.A., which is company affiliated with one of our major shareholders, Mingkiri, S.L.
The remuneration policy was adopted by non‑executive directors. Board Observers Mr. Marc Sabé served during the year ended December 31, 2023 and continues to serve as an observer on our Board. Mr. Sabé is an employee of Eurofred, S.A., which is company affiliated with one of our major shareholders, Mingkiri, S.L. Mr.
Where permitted under local law and custom, we expect that the Non-Section 423 Component will generally be operated and administered on terms and conditions similar to the Section 423 Component. Shares Available for Awards; Administration 8,545,209 shares were initially reserved for issuance under the ESPP, which was increased by 1,377,838 on January 1, 2022.
Where permitted under local law and custom, we expect that the Non‑Section 423 Component will generally be operated and administered on terms and conditions similar to the Section 423 Component. Shares Available for Awards; Administration A total of 8,545,209 shares were initially reserved for issuance under the ESPP, which was increased by 1,377,838 on January 1, 2022.
Accordingly, companies are required to disclose in their statutory management report, filed in the Netherlands, whether they comply with the provisions of the DCGC. For further information and the full text of the DCGC please refer to: www.mccg.nl. 90 Table of Contents On December 20, 2022, the Corporate Governance Code Monitoring Committee published an update to the DCGC.
Accordingly, companies are required to disclose in their statutory management report, filed in the Netherlands, whether they comply with the provisions of the DCGC. For further information and the full text of the DCGC please refer to: www.mccg.nl. On December 20, 2022, the Corporate Governance Code Monitoring Committee published an update to the DCGC.
Kinzel is the Chief Financial Officer of Ursuline Academy in Wilmington, Delaware. In her role, she is responsible for all aspects of Ursuline Academy’s financial and operating functions to ensure support of the school’s mission, core values, and strategic plan. Prior to her current role, Ms. Kinzel served as Senior Vice President, Chief Financial Officer and Treasurer atPepco Holdings.
Kinzel is the Chief Financial Officer of Ursuline Academy in Wilmington, Delaware. In her role, she is responsible for all aspects of Ursuline Academy’s financial and operating functions to ensure support of the school’s mission, core values, and strategic plan. Prior to her current role, Ms. Kinzel served as Senior Vice President, Chief Financial Officer and Treasurer at Pepco Holdings.
Soler holds a Bachelor’s degree in Business Administration and MBA from Esade Business School. We believe that Mr. Soler is qualified to serve on the Board because of his extensive experience in the automobile industry. 83 Table of Contents Francisco Riberas . Mr. Riberas serves as a member of the Board. Mr.
Soler holds a Bachelor’s degree in Business Administration and MBA from Esade Business School. We believe that Mr. Soler is qualified to serve on the Board because of his extensive experience in the automobile industry. Francisco Riberas . Mr. Riberas serves as a member of the Board. Mr.
Pettersson has served as Chairman of Brink Group B.V., a leading towing hitch business in Europe, since 2014, and has served as a director at ZetaDisplay AB since 2014, at KlaraBo Sverige AB since 2014, at Skabholmen Invest AB since 2009 and at PS Enterprise AB since 2005. As noted above, Mr.
Pettersson has served as Chairman of Brink Group B.V., a leading towing hitch business in Europe, from 2014 to 2021, and has served as a director at ZetaDisplay AB since 2014, at KlaraBo Sverige AB from 2014 to 2021, at Skabholmen Invest AB since 2009 and at PS Enterprise AB since 2005. As noted above, Mr.
Asunción holds an Engineering degree from Universitat Politecnica de Catalunya (DNF). We believe Mr. Asunción is well qualified to serve on the Board due to the perspective and experience he brings as our Chief Executive Officer and co-founder and his extensive experience in the automotive industry. 82 Table of Contents Jordi Lainz . Mr. Lainz is the Chief Financial Officer.
Asunción holds an Engineering degree from Universitat Politecnica de Catalunya (DNF). We believe Mr. Asunción is well qualified to serve on the Board due to the perspective and experience he brings as our Chief Executive Officer and co‑founder and his extensive experience in the automotive industry. Jordi Lainz . Mr. Lainz is the Chief Financial Officer. Mr.
Prior to Eurofred Group, Mr. Lainz served as a director and member of the audit committee of Ficosa International SA, an automotive global supplier, from May 1998 to May 2011. Mr. Lainz holds an Economics degree from Universitat de Barcelona and is an auditor in Spain (Censor Jurado de Cuentas). Eduard Castañeda . Mr. Castañeda is the Chief Innovation Officer.
Lainz served as a director and member of the audit committee of Ficosa International SA, an automotive global supplier, 66 from May 1998 to May 2011. Mr. Lainz holds an Economics degree from Universitat de Barcelona and is an auditor in Spain (Censor Jurado de Cuentas). Eduard Castañeda . Mr. Castañeda is the Chief Innovation Officer. Mr.
The purchase price of the shares, in the absence of a contrary designation, with respect to the Section 423 Component will be 85% of the lower of the fair market value of Class A Shares on the first trading day of the offering period or 89 Table of Contents on the purchase date.
The purchase price of the shares, in the absence of a contrary designation, with respect to the Section 423 Component will be 85% of the lower of the fair market value of Class A Shares on the first trading day of the offering period or on the purchase date.
Amended and Restated 2021 Employee Stock Purchase Plan In connection with the Business Combination, the Board adopted an ESPP (as amended by the Board on December 14, 2022) in order to facilitate employees of ours and our affiliates to purchase Class A Shares at a discount through payroll deductions and to benefit from share price appreciation, thus enhancing the alignment of employee and shareholder interests, which is essential to our long term success.
Amended and Restated 2021 Employee Stock Purchase Plan In connection with the Business Combination, the Board adopted an employee stock purchase plan (as amended by the Board on December 14, 2022 and approved by our shareholders on May 30, 2023, the “ESPP”) in order to facilitate employees of ours and our affiliates to purchase Class A Shares at a discount through payroll deductions and to benefit from share price appreciation, thus enhancing the alignment of employee and shareholder interests, which is essential to our long term success.
The number of shares initially available for issuance will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 2.5% of the shares of Class A Shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Board. 87 Table of Contents Wallbox N.V.
The number of shares initially available for issuance will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) 2.5% of the shares of Class A Shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by the Board.
The Board may at all times suspend an executive director. The Board is comprised of seven directors.
The Board may at all times suspend an executive director. The Board is comprised of nine directors.
Except as set out below, during the fiscal year to which this report relates, we have complied with the principles and best practice provisions of the DCGC, to the extent that these are directed at the Board.
Except as set out below, during the fiscal year to which this report relates, we have complied with the principles and best practice provisions of the DCGC as published on December 8, 2016, to the extent that these are directed at the Board.
Compensation Committee Compensation committee members are non-executive directors of the Board and include Francisco Riberas, Pol Soler and Anders Pettersson. Francisco Riberas serves as chairman of the compensation committee. The compensation committee advises the Board in relation to its responsibilities and shall prepare resolutions of the Board in relation thereto.
Compensation Committee Compensation committee members are non‑executive directors of the Board and include Pol Soler, Donna J. Kinzel and Anders Pettersson. Pol Soler serves as chairman of the compensation committee. The compensation committee advises the Board in relation to its responsibilities and shall prepare resolutions of the Board in relation thereto.
Pettersson’s leadership, he transformed Thule from an automotive aftermarket accessories business into a lifestyle consumer brand company. Mr. Pettersson brings over 30 years of experience in sourcing, evaluating and acquiring automotive businesses around the world. Mr.
Pettersson is the former Chief Executive Officer of Thule, a leading automotive aftermarket company. Under Mr. Pettersson’s leadership, he transformed Thule from an automotive aftermarket accessories business into a lifestyle consumer brand company. Mr. Pettersson brings over 30 years of experience in sourcing, evaluating and acquiring automotive businesses around the world. Mr.
The executive directors shall not participate in the deliberations and decision-making regarding the determination of the remuneration of the executive directors. The compensation of the non-executive directors shall be determined by the Board with observance of the remuneration policy adopted by the General Meeting.
Remuneration for Members of the Board The compensation of the executive directors shall be determined by the Board with observance of the remuneration policy adopted by the General Meeting at the proposal of the Board. The executive directors shall not participate in the deliberations and decision‑making 68 regarding the determination of the remuneration of the executive directors.
Kinzel 55 Non-executive Director Executive Officers Enric Asunción Escorsa . Mr. Asunción is the Chief Executive Officer and Executive Director of the Board. Mr. Asunción is a Wallbox co-founder and has served as our Chief Executive Officer and as a member of the Board since 2015. Previously, Mr.
Kinzel 56 Non‑executive Director Justin Mirro 55 Non-executive Director Dr. Dieter Zetsche 70 Non-executive Director Executive Officers Enric Asunción Escorsa . Mr. Asunción is the Chief Executive Officer and Executive Director of the Board. Mr. Asunción is a Wallbox co‑founder and has served as our Chief Executive Officer and as a member of the Board since 2015. Previously, Mr.
Riberas has been on the board of directors of Gestamp, a Spanish multinational automotive engineering company, since our inception, and was appointed the Executive Chairman on March 23, 2017. Mr. Riberas holds a Law degree and Economics and Business Administration degree from Comillas Pontifical University. Mr.
Riberas has been on the board of directors of Gestamp, a Spanish multinational engineering company, since its incorporation in 1997 and was appointed to Executive Chairman on March 23, 2017. Mr. Riberas holds a Law degree and Economics and Business Administration degree from Comillas Pontifical University. Mr.
Employees Average number of employees in the last 3 years is: (Average number of employees) 2022 2021 2020 Directives 41 22 20 Administrative 445 261 79 Commercials 194 117 55 Operators 38 23 11 Engineers 464 177 107 Total 1.182 600 272 We strive to offer competitive employee compensation and benefits in order to attract and retain a skilled and diverse workforce.
Employees Average number of employees in the last 3 years is: (Average number of employees) 2023 2022 2021 Directives 69 41 22 Administrative 387 445 261 Commercials 189 194 117 Operators 212 38 23 Engineers 408 464 177 Total 1,265 1,182 600 We strive to offer competitive employee compensation and benefits in order to attract and retain a skilled and diverse workforce.
Name Age Position Executive Officers Enric Asunción Escorsa 37 Chief Executive Officer, Director Jordi Lainz 54 Chief Financial Officer Eduard Castañeda 37 Chief Innovation Officer Board Members Enric Asunción Escorsa 37 Executive Director Beatriz González Ordóñez 48 Non-executive Director Francisco Riberas 58 Non-executive Director Anders Pettersson 63 Non-executive Director César Ruipérez Cassinello 39 Acting non-executive Director Pol Soler 42 Non-executive Director Donna J.
Name Age Position Executive Officers Enric Asunción Escorsa 38 Chief Executive Officer, Director Jordi Lainz 55 Chief Financial Officer Eduard Castañeda 38 Chief Innovation Officer Board Members Enric Asunción Escorsa 38 Executive Director Beatriz González Ordóñez 49 Non‑executive Director Francisco Riberas 59 Non‑executive Director Anders Pettersson 64 Non‑executive Director César Ruipérez Cassinello 40 Non‑executive Director Pol Soler 43 Non‑executive Director Donna J.
The nominating and corporate governance committee is also responsible for overseeing the selection of persons to be nominated to serve on the Board and shaping our corporate governance.
The nominating and corporate governance committee advises the Board in relation to its responsibilities and shall prepare resolutions of the Board in relation thereto. The nominating and corporate governance committee is also responsible for overseeing the selection of persons to be nominated to serve on the Board and shaping our corporate governance.
The management services agreements contain a termination notice period for us and the executive directors. All of the management services agreements provide that the manager or executive director, as the case might be, may be terminated in the event of an urgent cause ( dringende reden ) without advance notice.
All of the management services agreements provide that the manager or executive director, as the case might be, may be terminated in the event of an urgent cause (dringende reden) without advance notice. The management services agreements contain post‑termination restrictive covenants, including confidentiality, and post‑termination non‑competition and non‑solicitation covenants.
(**) Pro-rated amount based on the time served on the Board or applicable committee during 2022. 85 Table of Contents Equity Awards Our founders, directors and executive officers held the following stock options (both vested and unvested) as of December 31, 2022: Beneficiary Grant date Number of options outstanding Strike price Enric Asunción Escorsa (*) April 6, 2022 775,267 € 1.93 Jordi Lainz October 1, 2021 1,906,924 € 0.0021 Jordi Lainz April 8, 2022 350,000 — Eduard Castañeda (*) April 6, 2022 258,342 € 1.93 Jordi Lainz October 1, 2021 2,161,447 € 0.0021 (*) As of December 31, 2021, both Enric Asuncion Escorsa and Eduard Castaneda were already participating in the Founders Stock Option Plan as discussed in Note 22 of the consolidated financial statements included elsewhere in this Annual Report.
Equity Awards Our founders, directors and executive officers held the following stock options (both vested and unvested) as of December 31, 2023: Beneficiary Grant date Number of options outstanding Strike price Enric Asunción Escorsa (*) April 6, 2022 775,267 € 1.93 Jordi Lainz October 1, 2021 1,283,049 € 0.0021 Jordi Lainz April 8, 2022 291,667 — Eduard Castañeda (*) April 6, 2022 238,342 € 1.93 (*) As of December 31, 2021, both Enric Asuncion Escorsa and Eduard Castaneda were already participating in the Founders Stock Option Plan as discussed in Note 22 of the consolidated financial statements included elsewhere in this Annual Report.
Our remuneration policy authorizes the Board to determine the amount, level and structure of the compensation packages of our directors at the recommendation of our compensation committee. These compensation packages may consist of a mix of fixed and variable compensation components, including base salary, short-term incentives, long-term incentives, fringe benefits, severance pay and pension arrangements, as determined by the Board.
These compensation packages may consist of a mix of fixed and variable compensation components, including base salary, short‑term incentives, long‑term incentives, fringe benefits, severance pay and pension arrangements, as determined by the Board.
Castañeda served as a Track Engineering at TPV Racing, a company that introduced telemetry data into real-time motorsports racing teams, from 2005 to 2015. The Board Anders Pettersson . Mr. Pettersson serves as a member of the Board. Mr. Pettersson is the former Chief Executive Officer of Thule, a leading automotive aftermarket company. Under Mr.
Castañeda served as a Track Engineering at TPV Racing, a company that introduced telemetry data into real‑time motorsports racing teams, from 2005 to 2015. Mr. Castañeda studied Industrial Engineering at the School of Industrial Engineering of Barcelona. The Board Anders Pettersson . Mr. Pettersson serves as a member of the Board. Mr.
The ESPP will continue until terminated by the Board. C. Board Practices Director and Officer Qualifications We are not expected to formally establish any specific, minimum qualifications that must be met by each of its officers.
Director and Officer Qualifications We are not expected to formally establish any specific, minimum qualifications that must be met by each of our officers.
With respect to the year ended December 31, 2022, our non-executive directors are entitled to receive the cash compensation, as described in the table below (in Euros thousand): Non-executive director Member of the Board Member of the Compensation Committee Member of the Audit Committee Member of the Nominating and Governance Committee Total Beatriz González Ordóñez € 40 € 0 € 10 (*,**) € 5 € 55 Francisco Riberas € 40 € 10 (*) € 2 (**) € 0 € 52 Anders Pettersson € 60 (*) € 5 € 0 € 0 € 65 César Ruipérez Cassinello € 2 (**) € 0 € 0 € 0 (*,**) € 2 Pol Soler € 40 € 5 € 5 € 5 € 55 Donna Kinzel € 21 (**) € 0 € 8 (*,**) € 0 € 29 Diego Dĺaz Pilas € 38 (**) € 0 € 0 € 7 (*,**) € 45 (*) Chairman of the Board or the applicable committee.
With respect to the year ended December 31, 2023, our non‑executive directors are entitled to receive the cash compensation, as described in the table below (in Euros thousand): Non‑executive director Member of the Board Member of the Compensation Committee Member of the Audit Committee Member of the Nominating and Governance Committee Total Beatriz González Ordóñez € 40 € — € 5 € 5 € 50 Francisco Riberas € 40 € 7 (*) (**) € — € — € 47 Anders Pettersson € 60 (*) € 5 € — € — € 65 César Ruipérez Cassinello € 40 € — € — € 7 (*) € 47 Pol Soler € 40 € 6 (*) (**) € 2 (**) € 5 € 53 Donna Kinzel € 40 € 1 (**) € 15 (*) € — € 56 Justin Mirro € 31 (**) € — € 3 (**) € — € 34 Dr.
The updated DCGC entered into force as for the financial year beginning on or after January 1, 2023, meaning that compliance with the updated DCGC will need to be accounted for in the management report for the financial year 2023. We acknowledge the importance of good corporate governance.
The updated DCGC entered into force as for the financial year beginning on or after January 1, 2023 72 We acknowledge the importance of good corporate governance.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management We have a one-tier board, consisting of one or more executive directors and one or more non-executive directors. The number of executive directors and the number of non-executive directors are determined by the Board.
The ESPP will continue until terminated by the Board. C. Board Practices Board of Directors We have a one‑tier board, consisting of one or more executive directors and one or more non‑executive directors. The number of executive directors and the number of non‑executive directors are determined by the Board.
Any compensation in the form of our Shares or rights to subscribe for our Shares will be subject to the approval of the General Meeting. Such proposal shall state at least the maximum number of Shares or rights to subscribe for Shares that may be granted to directors and the criteria for making or amending such grants.
Such proposal shall state at least the maximum number of Shares or rights to subscribe for Shares that may be granted to directors and the criteria for making or amending such grants. Our remuneration policy authorizes the Board to determine the amount, level and structure of the compensation packages of our directors at the recommendation of our compensation committee.
The following table lists the names, ages and positions of those individuals who serve as our directors and executive officers as of December 31, 2022. The Board is comprised of seven directors. The Board consists of an executive director and six non-executive directors. We anticipate appointing one additional non-executive director in the future.
Item 6. Directors, Senior Management and Employees A. Directors and Senior Management The following table lists the names, ages and positions of those individuals who serve as our directors and executive officers as of December 31, 2023. The Board is comprised of nine directors. The Board consists of an executive director and eight non‑executive directors.
Notwithstanding the foregoing, following the consent of each individual award holder, this “Exit Event” requirement was waived and the stock options will instead became vested and exercisable based on the conditions applicable to such stock options as of immediately prior to the Business Combination without regard to the “Exit Event” condition. 86 Table of Contents Wallbox N.V. 2021 Equity Incentive Plan We maintain the Incentive Plan (an omnibus equity incentive plan), as a means to attract, retain and incentivize service providers (including executive officers), consultants and directors, and employees and consultants of any of our subsidiaries, as well as such other persons designated as eligible for participation by the plan administrator in its discretion are eligible to receive awards under the Incentive Plan.
Wallbox N.V. 2021 Equity Incentive Plan We maintain the Incentive Plan (an omnibus equity incentive plan), as a means to attract, retain and incentivize service providers (including executive officers), consultants and directors, and employees and consultants of any of our subsidiaries, as well as such other persons designated as eligible for participation by the plan administrator in its discretion are eligible to receive awards under the Incentive Plan.
Kinzel, and Pol Soler. Donna J. Kinzel serves as chair of the audit committee. Each member of the audit committee is expected to be financially literate and at least one member is expected to qualify as an “audit committee financial expert” as defined in applicable SEC rules.
Kinzel, and Justin Mirro. Donna J. Kinzel serves as chair of the audit committee. Our board of directors has also determined that each member of the audit committee is financially literate and Donna J. Kinzel qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
On October 5, 2021, Enric Asunción Escorsa furnished a letter to Inversiones Financieras Perseo, S.L. Pursuant to such letter, Mr. Asunción agreed to take best efforts to support the election of one director as Perseo may designate, for so long as Perseo owns shares representing 3% of the share capital outstanding of Wallbox N.V.
Asunción agreed to take best efforts to support the election of one director as Perseo may designate, for so long as Perseo owns shares representing 3% of the share capital outstanding of Wallbox N.V. Cesar Ruiperez Cassinello currently serves as Iberdrola’s acting director designee on the Board. In December 2023, a letter agreement between Kariega Ventures, S.L.
The Board or the compensation committee of the Board will administer and will have authority to interpret the terms of the ESPP and determine eligibility of participants.
The Board or the compensation committee of the Board will administer and will have authority to interpret the terms of the ESPP and determine eligibility of participants. The compensation committee currently acts as the administrator of the ESPP. Eligibility We expect that substantially all of our employees will be eligible to participate in the ESPP.
Most of our employees are located in Spain, although its global footprint has employees working in offices across seven European countries, an office in China and another in the United States. We have not experienced a work stoppage and believe it maintains positive relationships with our employees.
As of December 31, 2023, we had 1,457 employees compared with the 1,267 employees at December 31, 2022. Most of our employees are located in 75 Spain, although our global footprint has employees working in offices across seven European countries, an office in China and another in the United States.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC. 92 Table of Contents Nominating and Corporate Governance Committee Nominating and corporate governance committee members are non-executive directors of the Board and are César Ruipérez Cassinello (as acting non-executive director), Pol Soler and Beatriz González Ordóñez.
However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.
Such transaction must be concluded on terms which are customary in the market concerned and be approved by the Board.
Such transaction must be concluded on terms which are customary in the market concerned and be approved by the Board. During the year ended December 31, 2023, there were no transactions where there was a Conflict of Interest.
Share Ownership For information regarding the share ownership of Directors and officers, refer to Item 7, “ Major Shareholders and Related Party Transactions – Major Shareholders ” included elsewhere in this Annual Report. For information regarding our equity incentive plans, refer to Item 6, “ Directors, Senior Management and Employees – B. Compensation ” included elsewhere in this Annual Report.
For information regarding our equity incentive plans, refer to Item 6, “Directors, Senior Management and Employees—B. Compensation” included elsewhere in this Annual Report. F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation None
Kinzel’s expertise has helped us and will continue to help us to develop best practices as a public company. There are no family relationships among any of our executive officers or directors. Director Nomination and Appointment Rights Iberdrola is the indirect owner of 100% of the interests in Inversiones Financieras Perseo, S.L. (“Perseo”), a shareholder and commercial partner of Wallbox.
Zetsche is well qualified to serve on our board of directors based on his extensive experience in the automobile sector. There are no family relationships among any of our executive officers or directors. Director Nomination and Appointment Rights Iberdrola is the indirect owner of 100% of the interests in Inversiones Financieras Perseo, S.L.
During the year ended December 31, 2022, there were no transactions where there was a Conflict of Interest. 93 Table of Contents Executive Officer Employment Agreements and Board Member Service Agreements We have entered into management services agreements with each of our executive management team members, including our executive director.
Executive Officer Employment Agreements and Board Member Service Agreements We have entered into management services agreements with each of our executive management team members, including our executive director. The management services agreements contain a termination notice period for us and the executive directors.
Compensation We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our executive officers and members of the Board for services in all capacities to us or our subsidiaries for the year ended December 31, 2022, as well as the amount contributed by us or our subsidiaries to retirement benefit plans for our executive officers and members of the Board. 84 Table of Contents Compensation of Our Executive Officers The amount of compensation, including benefits in kind, accrued or paid to our executive officers with respect to the year ended December 31, 2022 is described in the table below: All executives (Euros thousand) Periodically-paid remuneration € 886 Bonuses € 526 Share based payments (1) € 9,769 Additional benefit payments (2) — Total compensation € 11,181 (1) Includes the stock options granted to our founders in April 2022 under the Legacy Stock Option Program.
Compensation We set out below the amount of compensation paid and benefits in kind provided by us or our subsidiaries to our executive officers and members of the Board for services in all capacities to us or our subsidiaries for the year ended December 31, 2023, as well as the amount contributed by us or our subsidiaries to retirement benefit plans for our executive officers and members of the Board.
(2) No amounts were set aside or accrued by Wallbox in 2022 to provide pension, retirement or similar benefits for our executive officers. Remuneration for Members of the Board The compensation of the executive directors shall be determined by the Board with observance of the remuneration policy adopted by the General Meeting at the proposal of the Board.
The compensation of the non‑executive directors shall be determined by the Board with observance of the remuneration policy adopted by the General Meeting. Any compensation in the form of our Shares or rights to subscribe for our Shares will be subject to the approval of the General Meeting.
César Ruipérez Cassinello serves as chairman of the nominating and corporate governance committee. The nominating and corporate governance committee advises the Board in relation to its responsibilities and shall prepare resolutions of the Board in relation thereto.
Nominating and Corporate Governance Committee Nominating and corporate governance committee members are non‑executive directors of the Board and are César Ruipérez Cassinello, Pol Soler and Beatriz González Ordóñez. César Ruipérez Cassinello serves as chairman of the nominating and corporate governance committee.
Removed
Cesar Ruiperez Cassinello currently serves as Iberdrola’s acting director designee on the Board. B.
Added
Kinzel’s expertise has helped us and will continue to help us to develop best practices as a public company. Justin Mirro serves as a member of the Board. Mr.
Removed
These stock options will, for a period of three years, become exercisable in equal monthly installments and will expire five years from the grant date. See “— Wallbox Legacy Employee Stock Option Programs” for additional information about these stock options.
Added
Mirro is the Founder of Kensington Capital Partners LLC, where he has served as President since 2015 has advised on over $70 billion of M&A, debt, equity and restructuring transactions for automotive assemblers, suppliers, the aftermarket and dealerships. Mr.
Removed
We expect that the compensation committee will be the initial administrator of ESPP. 88 Table of Contents Eligibility We expect that substantially all of our employees will be eligible to participate in the ESPP.
Added
Mirro spent almost 20 years as an automotive investment banker for various global banks including The Royal Bank of Canada, Jefferies & Company, Moelis & Company and Salomon Smith Barney. He also brings a vast personal network of industry leaders throughout the automotive supply chain which will assist as Wallbox further expands in North America operationally and with institutional investors.
Removed
The management services agreements contain post-termination restrictive covenants, including confidentiality, and post-termination non-competition and non-solicitation covenants.
Added
Mr. Mirro is a member of the board of Amprius Technologies (NYSE: AMPX) and former member of the board of Quantumscape (NYSE: QS).We believe Mr. Mirro is well qualified to serve on our board of directors based on his extensive experience in financing in the automotive and automotive-related sector. Dieter Zetsche serves as a member on the Board. Mr.
Removed
In March 2023, we appointed two observers to our Board, Dr. Dieter Zetsche, Chairman of TUI AG and former Chairman of the Board of Management of Daimler AG and Head of Mercedes-Benz (XETRA: MBG), and Justin Mirro, Founder and President of Kensington Capital Partners LLC. D.
Added
Zetsche is Chairman of TUI AG (XETRA: TUI1) and holds several other board positions both as a member and advisor. With over 45 years of automotive experience, first joining the research department of Daimler-Benz AG in 1976, Dr. Zetsche will bring unrivaled industry expertise to Wallbox as the company continues to expand partnerships with leading OEMs globally. Notably Dr.
Removed
As of December 31, 2022, we had 1267 employees, more than 359 of whom are hardware engineers, more than 258 of whom are software developers and more than 240 of whom are focused on product sales.
Added
Zetsche has been a member of the Board of Management of Daimler AG since December 1998 and was Chairman of the Board of Management of Daimler AG from January 2006 until May 2019, during which he was also Head of Mercedes-Benz Cars. We believe Dr.
Removed
The employment terms and conditions of the employees based in Spain are governed by the collective bargaining agreement of the metal sector applied at a regional sector in Madrid and in Barcelona (published within the Official Gazette of Madrid and Barcelona on February 14, 2019 and January 18, 2021, respectively). E.
Added
(“Perseo”), a shareholder and commercial partner of Wallbox. On October 5, 2021, Enric Asunción Escorsa furnished a letter to Inversiones Financieras Perseo, S.L. Pursuant to such letter, Mr.
Removed
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation Not applicable. 94 Table of Contents
Added
(“Kariega”), a major shareholder of Wallbox N.V., which is controlled by Mr. Asunción, and Wallbox N.V. was executed, pursuant to which Kariega, and Wallbox N.V. agreed to take best efforts to support the election of one director as Generac Power "Systems,"Inc.
Added
("Generac") may designate, for so long as Generac owns shares representing 3% of the share capital outstanding of Wallbox N.V. B.
Added
Compensation of Our Executive Officers The amount of compensation, including benefits in kind, accrued or paid to our executive officers with respect to the year ended December 31, 2023 is described in the table below: All executives (€ in thousands) Periodically‑paid remuneration € 714 Bonuses € 218 Share based payments € 1,388 Additional benefit payments (1) — Total compensation € 2,320 (1) No amounts were set aside or accrued by Wallbox in 2023 to provide pension, retirement or similar benefits for our executive officers.
Added
Dieter Zetsche € 31 (**) € — € — € — € 31 (*) Chairman of the Board or the applicable committee. (**) Pro‑rated amount based on the time served on the Board or applicable committee during 2023.
Added
Our shareholders approved at our annual general meeting held in May 2023 a compensation program for our non-executive directors that provides for an initial equity award upon such director’s appointment to the Board and an annual equity award. The maximum aggregate amount that can be awarded under this compensation program is 250,899 restricted share units ( “RSUs”) .
Added
Notwithstanding the foregoing, following the consent of each individual award holder, this “Exit Event” requirement was waived and the stock options will instead become vested and exercisable based on the conditions applicable to such stock options as of immediately prior to the Business Combination without regard to the “Exit Event” condition.
Added
We are still in the process of assessing the impact (if any) of the updates to the DCGC and we will align our governance and governance documents as appropriate.
Added
Paolo Campinoti has served as an observer on our Bord since December 2023. Mr. Campinoti is an employee of Generac Power Systems, Inc. and Pramac Group. D.
Added
We have not experienced a work stoppage and believe we maintain positive relationships with our employees. During 2023, as part of our efforts to reduce the operating costs of the Company, we undertook a reduction in workforce program that affected approximately 15% of our employees.

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Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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In addition to the conflict of interest rules included in the Board Regulations, we adopted a Code of Ethics & Conduct that applies to all of its employees, officers and directors, including those officers responsible for financial reporting, relating to, inter alia, conflicts of interest and transactions that may result in a conflict of interest with our Company, our Code of Ethics & Conduct is available on its website.
In addition to the conflict of interest rules included in the Board Regulations, we adopted a Code of Ethics & Conduct that applies to all of our employees, officers and directors, including those officers responsible for financial reporting, relating to, inter alia, conflicts of interest and transactions that may result in a conflict of interest with our Company, our Code of Ethics & Conduct is available on our website.
(7) Based solely on a Schedule 13G filed on February 11, 2022, Seaya Ventures II, Fondo De Capital Riesgo, Beatriz González Ordóñez and José Maria Múgica Murga have shared voting power and shared dispositive power over 11,505,865 Class A Shares. Seaya Ventures II, Fondo De Capital Riesgo is the record holder, and Ms. Beatriz González Ordóñez and Mr.
(8) Based solely on a Schedule 13G filed on February 11, 2022, Seaya Ventures II, Fondo De Capital Riesgo, Beatriz González Ordóñez and José Maria Múgica Murga have shared voting power and shared dispositive power over 11,505,865 Class A Shares. Seaya Ventures II, Fondo De Capital Riesgo is the record holder, and Ms. Beatriz González Ordóñez and Mr.
Major Shareholders The following table sets forth information relating to the beneficial ownership of our Class A Shares and Class B Shares as of March 1, 2023, for: • each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding Class A Shares or Class B Shares; • each of our current executive officers and our Directors; and • all of our current executive officers and our Directors as a group.
Major Shareholders The following table sets forth information relating to the beneficial ownership of our Class A Shares and Class B Shares as of March 1, 2024, for: • each person, or group of affiliated persons, known by us to beneficially own 5% or more of our outstanding Class A Shares or Class B Shares; • each of our current executive officers and our Directors; and • all of our current executive officers and our Directors as a group.
Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of March 1, 2023 through the exercise of any option, warrant or other right.
Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or investment power as well as any shares that the individual has the right to acquire within 60 days of March 1, 2024 through the exercise of any option, warrant or other right.
(2) The percentage reported under “Combined Voting Power” represents the voting power with respect to all of our Class A Shares and Class B Shares outstanding as of March 1, 2023, voting as a single class.
(2) The percentage reported under “Combined Voting Power” represents the voting power with respect to all of our Class A Shares and Class B Shares outstanding as of March 1, 2024, voting as a single class.
We intend to disclose any amendment to the code, or any waivers of its requirements, on its website to the extent required under applicable law, rules, regulations or stock exchange requirements. C. Interests of Experts and Counsel Not applicable. 98 Table of Contents
We intend to disclose any amendment to the code, or any waivers of its requirements, on its website to the extent required under applicable law, rules, regulations or stock exchange requirements. C. Interests of Experts and Counsel Not applicable.
Enric Asunción Escorsa is the Chief Executive Officer and a member of the Board. (4) Includes 58,333 restricted stock units to be settled in Class A Shares within 60 days of March 1, 2023 and 1,780,164 Class A Shares underlying stock options that are exercisable within 60 days of March 1, 2023.
Enric Asunción Escorsa is the Chief Executive Officer and a member of the Board. (4) Includes Mr. Lainz’s 58,333 restricted stock units to be settled in Class A Shares within 60 days of March 1, 2024 and 1,780,164 Class A Shares underlying stock options that are exercisable within 60 days of March 1, 2024. (5) Includes Mr.
(8) Based solely on a Schedule 13G/A filed on February 10, 2023, Iberdrola, S.A., Iberdrola Participaciones S.A.U. and Inversiones Financieras Perseo S.L.U. have shared voting power and shared investment power over 17,073,470 Class A Shares. The address of the foregoing beneficial owners is Plaza Euskadi, 5, Bilbao (Bizkaia), Spain 48009.
(10) Based solely on a Schedule 13G/A filed on February 13, 2024, Iberdrola, S.A., Iberdrola Participaciones S.A.U. and Inversiones Financieras Perseo S.L.U. have shared voting power and shared investment power over 17,171,831 Class A Shares. The address of the foregoing beneficial owners is Plaza Euskadi, 5, Bilbao (Bizkaia), Spain 48009.
In the fiscal year ended December 31, 2022, we paid Iberdrola Clientes €8,800 under this agreement. On October 5, 2021, Enric Asunción Escorsa furnished a letter to Perseo pursuant to which Mr.
In the fiscal year ended December 31, 2023, we paid Iberdrola Clientes €56,500 under this agreement. On October 5, 2021, Enric Asunción Escorsa furnished a letter to Perseo pursuant to which Mr.
Iberdrola Iberdrola S.A. (together with its affiliates, “Iberdrola”) is the indirect owner of 100% of the interests in Inversiones Financieras Perseo, S.L. (“Perseo”) a greater than 5% shareholder of Wallbox. In June 2021, we entered into a lease with a subsidiary of Iberdrola for Company offices located in Barcelona.
(together with its affiliates, “Iberdrola”) is the indirect owner of 100% of the interests in Inversiones Financieras Perseo, S.L. (“Perseo”) a greater than 5% shareholder of Wallbox. In June 2021, we entered into a lease with a subsidiary of Iberdrola for Company offices located in Barcelona. The lease agreement provides for a monthly payment to be annually updated.
Marta Santacana Gri may be deemed the beneficial owner of 15,404,538 Class A Ordinary Shares, which consist of (i) 15,304,538 Class A Ordinary Shares held of record by MINGKIRI, S.L. and (ii) 100,000 Class A Ordinary Shares held of record by Anangu Grup S.L.
Marta Santacana Gri may be deemed the beneficial owner of 77 15,998,632 Class A Ordinary Shares, which consist of (i) 15,898,632 Class A Ordinary Shares held of record by MINGKIRI, S.L. and (ii) 100,000 Class A Ordinary Shares held of record by Anangu Grup S.L.
Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Shares or Class B Shares held by that person. As of March 1, 2023, there were 149,154,571 Class A Shares outstanding and 23,250,793 Class B Shares outstanding.
Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Shares or Class B Shares held by that person. As of March 1, 2024, there were 188,423,218 Class A Shares outstanding and 22,250,793 Class B Shares outstanding.
For further information regarding material transactions between us and principal shareholders, Please refer to “ Related Party Transactions ” below.
For further information regarding material transactions between us and principal shareholders, Please refer to “Related Party Transactions” below.
Enric Asunción Escorsa has sole voting power and sole dispositive power over 921,053 Class A Shares, and 279,958 Class B Shares underlying stock options that are exercisable within 60 days of March 1, 2023. The address of KARIEGA VENTURES, S.L. is Av. Diagonal 419, 4 Planta, Barcelona, Spain 08008.
Enric Asunción Escorsa has sole voting power and sole dispositive power over 1,054,420 Class A Shares, and 775,267 Class A Shares underlying stock options that are exercisable within 60 days of March 1, 2024. The address of KARIEGA VENTURES, S.L. is Av. Diagonal 419, 4 Planta, Barcelona, Spain 08008.
The terms of this letter of intent, in which Iberdrola expressed its interest in purchasing 6,500 Supernova chargers and, in 2022, express an interest to increase the number of public use chargers it plans to purchase for a total of 10,000 chargers. During 2022, no public chargers were sold to Iberdrola under the letter of intent.
In July 2020, Iberdrola entered into Letter of Intent to purchase Supernova charging stations from Wallbox. The terms of this letter of intent, in which Iberdrola expressed its interest in purchasing 6,500 Supernova chargers and, in 2022, express an interest to increase the number of public use chargers it plans to purchase for a total of 10,000 chargers.
Remuneration Arrangements with the Board and Senior Management For a description of our remuneration arrangements with members of the Board and senior management, Please refer to Item 6, “ Directors, Senior Management and Employees – B.
For additional information please refer to Item 5, “ Operating and Financial Review and Prospects — Recent Transactions. ” Remuneration Arrangements with the Board and Senior Management For a description of our remuneration arrangements with members of the Board and senior management, please refer to Item 6, “ Directors, Senior Management and Employees-–B.
The address of Orilla Asset Management, S.L. is The address of Orilla Asset Management, S.L. is Alcala nº 52, Piso 3º, Puerta Izquierda, Madrid 28014, Spain. (6) Based solely on a Schedule 13D filed on February 14, 2022, Infisol 3000, S.L. has sole voting power and sole investment over 13,240,274 Class A Shares, and Mesrrs.
The address of Orilla Asset Management, S.L. is Alcalá nº 52, Piso 3º, Puerta Izquierda, Madrid 28014, Spain. (7) Based solely on a Schedule 13D/A filed on May 26, 2023, Infisol 3000, S.L. has sole voting power and sole investment over 13,616,214 Class A Shares.
José Marĺa Múgica Murga share investment and dispositive power over the securities held of record by Seaya.The address of the foregoing named beneficial owners is Calle Alcala, numero 54, Madrid, Spain 28014. Ms. González Ordóñez is a member of the Board.
José Marĺa Múgica Murga share investment and dispositive power over the securities held of record by Seaya. The address of the foregoing named beneficial owners is Calle Alcala, numero 54, Madrid, Spain 28014. Ms. González Ordóñez is a member of the Board. (9) Based solely on information provided by Mr. Mirro, includes (i) 2,227,500 Class A Shares to which Mr.
Unless otherwise indicated, the address of each person named below is c/o Wallbox N.V. Carrer del Foc, 68 Barcelona, Spain 08038.
Unless otherwise indicated, the address of each person named below is c/o Wallbox N.V.
In the normal course of business, we enter into transactions and commercial arrangements with affiliates of Iberdrola, which, for the year ended December 31, 2022, involved sales of our chargers in an aggregate amount of €4.3 million which represent the same purchase price as is sold to unrelated third parties.
In the normal course of business, we enter into transactions and commercial arrangements with affiliates of Iberdrola, which, for the year ended December 31, 2023, involved sales of our chargers in an aggregate amount of €7 million which represent the same purchase price as is sold to unrelated third parties. 78 On September 27, 2021, we, as buyer, entered into a Power Purchase Agreement (“PPA”) with Iberdrola Clientes, S.A.U.
Significant Changes in Ownership To our knowledge, other than as provided in the table above, other filings with the SEC, public disclosure and this Annual Report, there has been no significant change in the percentage ownership held by any major shareholder during the past three years. 96 Table of Contents Registered Holders To our knowledge, 65,496,020 Class A Shares, representing approximately 44% of our total outstanding Class A Shares, were held by 23 record shareholders with registered addresses in the United States.
Significant Changes in Ownership To our knowledge, other than as provided in the table above, other filings with the SEC, public disclosure and this Annual Report, there has been no significant change in the percentage ownership held by any major shareholder during the past three years.
Holders of our Class A Shares are entitled to one vote per share, and holders of our Class B Shares are entitled to ten votes per share. (3) Each of KARIEGA VENTURES, S.L. and Enric Asunción Escorsa has shared voting power and shared investment power over 18,618,950 Class B Shares held of record by KARIEGA VENTURES, S.L..
(3) Based on information known to the Company, each of KARIEGA VENTURES, S.L. and Enric Asunción Escorsa has shared voting power and shared investment power over 18,618,950 Class B Shares held of record by KARIEGA VENTURES, S.L..
Class A Shares Class B Shares (1 ) Combined Voting Power (%) (2) Beneficial Owner Number % Number % Executive Officers and Directors of Wallbox Enric Asunción Escorsa (3) 921,053 * 18,898,908 80.3 % 49.7 % Jordi Lainz (4) 1,869,672 1.2 % — — * Eduard Castañeda — — 4,725,133 20.2 % 12.4 % Anders Pettersson 1,545,000 1.0 % — — * Francisco Riberas (5) 8,037,541 5.4 % — — 2.1 % Pol Soler (6) 13,616,214 9.1 % — — 3.6 % Beatriz González Ordóñez (7) 11,505,865 7.7 % — — 3.0 % Donna J.
Carrer del Foc, 68 Barcelona, Spain 08038. 76 Class A Shares Class B Shares (1) Beneficial Owner Number % Number % Combined Voting Power (%) (2) Executive Officers and Directors of Wallbox Enric Asunción Escorsa(3) 1,829,687 1.0 % 18,618,950 83.7 % 45.6 % Jordi Lainz(4) 1,583,087 * — * * Eduard Castañeda 3,870,185 2.1 % 3,631,843 16.3 % 9.7 % Anders Pettersson 1,545,000 * — — * Francisco Riberas(6) 16,117,348 8.6 % — — 3.9 % Pol Soler(7) 13,616,214 7.2 % — — 3.3 % Beatriz González Ordóñez(8) 11,505,865 6.1 % — — 2.8 % Donna J.
(11) 8,469,293 5.7 % — — 2.2 % Cathay Innovation SAS (12) 8,732,888 5.9 % — — 2.3 % * Indicates a shareholding of less than 1%. 95 Table of Contents (1) Each Class B Share is convertible at any time at the option of the holder into one Class A Share and one Conversion Share.
(14) 9,836,066 5.2 % — — 2.4 % * Indicates a shareholding of less than 1%. (1) Each Class B Share is convertible at any time at the option of the holder into one Class A Share and one Conversion Share.
The address of the foregoing named beneficial owners Calle Josep Irla i Bosch, numeros 1-3, Barcelona, Spain 08034. Pol Soler is a member of the Board.
Juan Manuel Soler Pujol, Lluis Soler Masferrer, Daniel Soler Masferrer and Pol Soler may be deemed to have shared voting power and shared dispositive power over such shares. The address of the foregoing named beneficial owners Calle Josep Irla i Bosch, numeros 1‑3, Barcelona, Spain 08034. Pol Soler is a member of the Board.
Related Party Transactions The following includes, among other information, a description of related party transactions, as defined under Item 7.B of Form 20-F, since January 1, 2022.
Change in Control Arrangements We are not aware of any arrangement that may at a subsequent date result in a change of control of our Company. B. Related Party Transactions The following includes, among other information, a description of related party transactions, as defined under Item 7.B of Form 20‑F, since January 1, 2023.
The address of the foregoing named beneficial owners is Plaza de la Independencia 6, Madrid, Spain 28001. (11) Based solely on a Schedule 13G filed on March 9, 2022. AM Gestió, S.L. has sole voting power over 8,469,293 Class A Shares. The address of the foregoing named beneficial owner Rossello Street 224, 3. Barcelona, Spain 08008.
(13) Based on information know to the Company, AM Gestió, S.L. has sole voting power over 11,159,158 Class A Shares. The address of the foregoing named beneficial owner is Rossello Street 224, 3. Barcelona, Spain 08008. (14) Based solely on information provided by Generac Power Systems, Inc., Generac Power Systems, Inc. has sole voting power over 9,836,066 Class A Shares.
Private Placement Equity Offering In connection with the December 2022 private placement of Class A Shares, Enric Asunción Escorsa purchased 921,053 Class A Shares, Orilla Asset Management, S.L. purchased 3,759,399 Class A Shares, AM Gestió, S.L. purchased 751,880 Class A Shares and each of Infisol 3000, S.L., Inversiones Financieras Perseo S.L. and Anangu Grup, S.L. purchase 375,940 Class A Shares, in each case, at price of $5.32 per share, the same terms as other investors.
In connection with the December 2023 private placement of Class A Shares, Enric Asuncion Escorsa purchased 65,574 Class A Shares, Orilla Asset Management, S.L. purchased 327,869 Class A Shares and Inversiones Financieras Perseo, S.L. purchased 98,361 Class A Shares, in each case, at price of $3.05 per share, the same price as sold to other investors. Iberdrola Iberdrola S.A.
(9) Based solely on a Schedule 13G filed on February 10, 2022, MINGKIRI, S.L. has shared voting power and shared investment power over 15,304,538 Class A Shares and Marta Santacana Gri has shared voting power and shared investment power over 15,404,538 Class A Shares.
(11) Based on information known to the Company, MINGKIRI, S.L. has shared voting power and shared investment power over 15,898,632 Class A Shares and Marta Santacana Gri has shared voting power and shared investment power over 15,998,632 Class A Shares.
During the year ended December 31, 2022, the Company paid Iberdrola an aggregate of €609 thousand in rent and other expenses under the lease agreement. 97 Table of Contents In July 2020, Iberdrola entered into Letter of Intent to purchase Supernova charging stations from Wallbox.
This lease agreement covers the period until August 2032. During the year ended December 31, 2023, the Company paid Iberdrola an aggregate of €616 thousand in rent and other expenses under the lease agreement, The cost in the year ended December 31, 2022 amounted €609 thousand.
(12) Based solely on a Schedule 13G filed on February 1, 2022, Cathay Innovation SAS has sole voting power and sole dispositive power over 8,732,888 Class A Shares. The address of the foregoing named beneficial owner is 52 Rue d’Anjou, Paris, France 75008.
(12) Based solely on a Schedule 13G/A filed on February 2, 2024, Consilium, S.L. has sole voting power and sole dispositive power over 12,584,734 Class A Shares. The address of the foregoing named beneficial owner is Plaza Europa 34, Planta 18, L’Hospitalet de Llobregat, Barcelona, Spain 08908.
To our knowledge, no Class B Shares were held by record shareholders with registered addresses in the United States. Change in Control Arrangements We are not aware of any arrangement that may at a subsequent date result in a change of control of our Company. B.
Registered Holders To our knowledge, 65,496,020 Class A Shares, representing approximately 44% of our total outstanding Class A Shares, were held by 23 record shareholders with registered addresses in the United States. To our knowledge, no Class B Shares were held by record shareholders with registered addresses in the United States.
Kinzel — — — — — Cesar Ruiperez Cassinello — — — — — All executive officers and directors of Wallbox as a group (9 persons) 37,495,345 24.8 % 3,624,041 100 % 71.2 % 5% and Greater Shareholders KARIEGA VENTURES, S.L. (3) — — 18,618,950 80.1 % 48.8 % Inversiones Financieras Perseo, S.L.U.
Dieter Zetsche — — — — * All executive officers and directors of Wallbox as a group (11 persons) 53,418,595 27.9 % 22,250,793 100 % 66.3 % 5% and Greater Shareholders Kariega Ventures, S.L.(3) — — 18,618,950 83.7 % 45.3 % Inversiones Financieras Perseo, S.L.U.(10) 17,171,831 9.1 % — — 4.2 % Orilla Asset Management, S.L.(6) 16,117,348 8.6 % — — 3.9 % Mingkiri, S.L.
(6) 13,240,274 8.9 % — — 3.5 % Seaya Ventures II, Fondo De Capital Riesgo (7) 11,505,865 7.7 % — — 3.0 % Black Label Equity I SCR SA (10) 9,110,175 6.1 % — — 2.4 % AM Gestió, S.L.
(Eurofred Spain, S.L.)(11) 15,998,632 8.5 % — — 3.9 % Infisol 3000, S.L.(7) 13,616,214 7.2 % — — 3.3 % Consilium, S.L. (12) 12,584,734 6.7 % — — 3.1 % Seaya Ventures II, Fondo De Capital Riesgo(8) 11,505,865 6.1 % — — 2.8 % AM Gestió, S.L.(13) 11,159,158 5.9 % — — 2.7 % Generac Power Systems, Inc.
(5) Francisco Jose Riberas Mera is the Sole Administrator of Orilla Asset Management, S.L., which holds 8,037,541 Class A Shares. Investment and voting decisions with respect to the shares held by Orilla Asset Management are made by Francisco Jose Riberas Mera who has sole dispositive power over such shares.
Riberas is the sole director and controlling shareholder of Orilla Asset Management, S.L., and as such, maintains voting and investment discretion with respect to the Class A Shares. As a result, Mr. Riberas may be deemed to share beneficial ownership of the securities held of record by Orilla Asset Management, S.L.
Removed
(8) 17,073,470 11.4 % — — 4.5 % Mingkiri, S.L. (Eurofred Spain, S.L.) (9) 15,404,538 10.3 % — — 4.0 % Infisol 3000, S.L.
Added
Kinzel 23,709 * — — * Cesar Ruiperez Cassinello — — — — * Justin Mirro(9) 3,327,500 1.8 % — — * Dr.
Removed
Juan Manuel Soler Pujol, Lluis Soler Masferrer, Daniel Soler Masferrer and Pol Soler may be deemed to have shared voting power and shared dispositive power over such shares. Pol Soler has sole voting power and sole dispositive power over 375,940 Class A Shares.
Added
Holders of our Class A Shares are entitled to one vote per share, and holders of our Class B Shares are entitled to ten votes per share.
Removed
(10) Based solely on a Schedule 13G filed on February 9, 2022, Black Label Equity I SCR, S.A. and Alexandre Pierron-Darbonne have shared voting power and shared investment power over 9,110,175 Class A Shares. All investment and voting decisions with respect to the shares held by Black Label Equity I SCR SA are made by Mr. Alexandre Pierron Darbonne.
Added
Castañeda’s 238,342 Class A Shares underlying stock options that are exercisable within 60 days of March 1, 2024. (6) Based solely on information provided by Mr. Riberas, Orilla Asset Management, S.L. is the record holder of 16,117,348 Class A Shares. Mr.
Removed
Loan with Wallbox FAWSN At December 31, 2022, we classified the investment with Wallbox FAWSN as an asset held for sale and as of the year ended December 31, 2022, we have committed to a plan to sell this investment with the intention to complete the sale by year’s end.
Added
Mirro has sole voting power, (ii) 1,000,000 Class A Shares underlying warrants that are exercisable within 60 days of March 1, 2024 to which Mr. Mirro has sole voting power and (iii) 100,000 Class A Shares held by Kensington Capital Trust, to which to which Mr. Mirro has shared voting power.
Removed
The loans with Wallbox FAWSN are equal to €1,411 thousand at December 31, 2022 and €1,251 thousand at December 31, 2021 and fully depreciated in 2022. These loans bear an interest rate of 5%. We booked an interest income of €47 thousand and €61 thousand in the years ended December 31. 2022 and 2021, respectively.
Added
The address of the foregoing named beneficial owner is Waukesha – Corporate Headquarters S45W29290 Highway 59 Waukesha, WI 53189.
Removed
In addition, the outstanding trade receivables as of December 31, 2022 and 2021 were €534 thousand and €535 thousand, respectively. These trade receivables are also fully depreciated in 2022.
Added
Private Placement Equity Offerings In connection with the June 2023 private placement of Class A Shares, Enric Asuncion Escorsa purchased 387,597 Class A Shares, Orilla Asset Management, S.L. purchased 7,751,938 Class A Shares, AM Gestio, S.L. purchased 1,937,985 Class A Shares, Consilium, S.L. purchased 6,429,330 Class A Shares, Anangu Corp, S.L. purchased 387,597 Class A Shares and Black Label Equity I SCR, S.A. purchased 1,937,985 Class A Shares, in each case, at price of $2.58 per share, the same price as sold to other investors.
Removed
The lease agreement provides for a monthly payment to be annually updated. This lease agreement covers the period until August 2031.
Added
During 2023, 99 public chargers were sold to Iberdrola under the letter of intent.
Removed
On September 27, 2021, we, as buyer, entered into a Power Purchase Agreement (“PPA”) with Iberdrola Clientes, S.A.U.
Added
Generac On December 13, 2023, in connection of the closing of the private placement of Class A Shares, Kariega Ventures, S.L., a major shareholder of the Company, which is controlled by Mr.
Added
Asunción, and the Company, entered into a letter agreement pursuant to which Kariega Ventures, S.L., and the Company agreed to take best efforts to support the election of the director nominee set forth by Generac pursuant to its director nomination rights, which director nomination rights Generac shall have for so long as it, together with its affiliates, collectively own at least 3% of the Company’s outstanding share capital.

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