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Wallbox N.V.

Wallbox N.V.WBX财报

NYSE · 工业 · 杂项电机、设备及用品

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 — 2023 vs 2024

Top changes in Wallbox N.V.'s 2024 20-F

494 paragraphs added · 471 removed · 369 edited across 5 sections

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

100 edited+29 added−16 removed371 unchanged
Such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, could adversely affect the global economy and financial markets and could adversely affect our business, financial condition and results of operations.
Such sanctions and other measures, as well as the existing and potential further responses from Russia or other countries to such sanctions, tensions and military actions, could adversely affect the global economy and financial markets as well as our business, financial condition and results of operations.
The dual class structure of Shares has the effect of concentrating voting control with our certain shareholders and limiting our other shareholders’ ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Class A Shares may view as beneficial.
The dual class structure of Shares has the effect of concentrating voting control with certain of our shareholders and limiting our other shareholders’ ability to influence corporate matters and could discourage others from pursuing any change of control transactions that holders of Class A Shares may view as beneficial.
During such period, there would also be a risk that both Spain and the Netherlands would levy dividend withholding tax on distributions by us, in addition to the risk of double taxation on our profits. Both Spanish and Dutch dividend withholding tax may have to be withheld in case of distributions to unidentified our shareholders.
During such period, there would also be a risk that both Spain and the Netherlands would levy dividend withholding tax on distributions by us, in addition to the risk of double taxation on our profits. Both Spanish and Dutch dividend withholding tax may have to be withheld in case of distributions to unidentified shareholders.
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).
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).
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10‑Q containing unaudited financial and other specified information.
Because we qualify as a foreign private issuer under the Exchange Act, we are exempt from certain provisions of the Exchange Act that are applicable to U.S. domestic public companies, including (1) the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (2) the sections of the Exchange Act requiring insiders to file public reports of their share ownership and trading activities and liability for insiders who profit from trades made in a short period of time and (3) the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10‑Q containing unaudited financial 27 and other specified information.
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.
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.
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.
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. 19 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.
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 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. 20 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.
We anticipate, due to, among other things, ongoing administrative expenses associated with our U.S. listing and related regulations and reporting requirements, we will operate at a loss for the near and medium‑term. Additional losses could impair our liquidity and may require us to raise additional capital or to curtail certain of our operations in an effort to preserve capital.
We anticipate that, due to, among other things, ongoing administrative expenses associated with our U.S. listing and related regulations and reporting requirements, we will operate at a loss for the near and medium‑term. Additional losses could impair our liquidity and may require us to raise additional capital or to curtail certain of our operations in an effort to preserve capital.
In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting.
In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue taking steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting.
There is doubt, however, as to whether U.S. courts would enforce such indemnity provisions in an action brought against one of our Directors in the United States under U.S. securities laws. Dutch, Spanish and European insolvency laws are substantially different from U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency laws.
There is doubt, however, as to whether U.S. courts would enforce such indemnity provisions in an action brought against one of our Directors in the United States under U.S. securities laws. 31 Dutch, Spanish and European insolvency laws are substantially different from U.S. insolvency laws and may offer our shareholders less protection than they would have under U.S. insolvency laws.
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.
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. 8 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.
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.
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; 13 • 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 • higher costs associated with doing business internationally.
Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the sale or exchange of property producing such income and net foreign currency gains. We do not believe that we will be treated as a PFIC for our current taxable year and do not expect to become one in the future.
Passive income generally includes dividends, interest, royalties, rents, annuities, net gains from the 32 sale or exchange of property producing such income and net foreign currency gains. We do not believe that we will be treated as a PFIC for our current taxable year and do not expect to become one in the future.
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.
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.
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.
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.
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.
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.
We have built and maintain an ecosystem of partner channels including, installers, resellers and value‑ add distributors. We provide marketing materials, training and support to our partners to improve sales and enters into contracts with such parties governing certain aspects of their conduct; however, we do not ultimately control such parties.
We have built and maintain an ecosystem of partner channels including, installers, resellers and value‑ add distributors. We provide marketing materials, training and support to our partners to improve sales and enters 10 into contracts with such parties governing certain aspects of their conduct; however, we do not ultimately control such parties.
In addition, our inability to obtain or maintain sufficient insurance coverage at an acceptable cost or to otherwise protect against potential product liability claims could prevent or inhibit the development and commercial production and sale of our products, which could adversely affect our business, financial condition, results of operations, and prospects.
In addition, our inability to 12 obtain or maintain sufficient insurance coverage at an acceptable cost or to otherwise protect against potential product liability claims could prevent or inhibit the development and commercial production and sale of our products, which could adversely affect our business, financial condition, results of operations, and prospects.
In addition, from time to time, some of our subsidiaries for which we may act as guarantor may have substantial indebtedness, which will include affirmative and negative covenants and other provisions that limit their freedom to conduct certain operations, events of default, prepayment and other customary terms. Our results of operations may fluctuate.
In addition, from time to time, some of our subsidiaries for which we may act as guarantor may have substantial indebtedness, which will include affirmative and negative covenants and other provisions that limit their freedom to conduct certain operations, events of default, prepayment and other customary terms. 15 Our results of operations may fluctuate.
When tax laws and regulations change, or when new tax laws and regulations are introduced and implemented, such changes or new laws and regulations may be unclear in certain respects and could be subject to further potential amendments and technical corrections, and may be subject to interpretations and implementing regulations by the relevant governmental authorities, any of which could mitigate or increase certain adverse effects of the tax changes or of the new tax laws and regulations.
When tax laws and regulations change, or when new tax laws and regulations are introduced and implemented, such changes or new laws and regulations may be unclear in certain respects and could be subject to further potential amendments and technical corrections, and 16 may be subject to interpretations and implementing regulations by the relevant governmental authorities, any of which could mitigate or increase certain adverse effects of the tax changes or of the new tax laws and regulations.
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.
Any reduction in workforce may yield unintended consequences and costs, such as 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.
If the identification cannot be made upon the payment of a distribution, both Spanish and Dutch dividend withholding tax may have to be withheld on payments made to our shareholders that fail to provide us, on a timely basis, with the information that may be required in order to prevent the applicability of Dutch dividend withholding taxes.
If the identification cannot be made upon the payment of a distribution, both Spanish and Dutch dividend withholding tax may have to be withheld on payments made to our shareholders that fail to provide us, on a timely basis, with the information that maay be required in order to prevent the applicability of Dutch dividend withholding taxes.
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.
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.
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.
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.
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 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 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.
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.
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.
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.
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.
Any such non-compliance 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.
These remediation measures may be time‑consuming and costly, and might place significant demands on our financial, accounting and operational resources. 25 These actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles before we are able to determine that the controls are operating effectively and the material weaknesses have been remediated.
These remediation measures may be time‑consuming and costly, and might place significant demands on our financial, accounting and operational resources. 24 These actions and planned actions are subject to ongoing management evaluation and will require validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles before we are able to determine that the controls are operating effectively and the material weaknesses have been remediated.
Additionally, as result of the conflict in Ukraine, governmental authorities in the United States, the European Union and the United Kingdom, among others, launched an expansion of coordinated sanctions and export control measures in the region.
Additionally, as a result of the conflict in Ukraine, governmental authorities in the United States, the European Union and the United Kingdom, among others, launched an expansion of coordinated sanctions and export control measures in the region.
As a consequence, we may have to disclose in periodic reports we file with the SEC significant deficiencies or material weaknesses in our system of internal controls.
As a consequence, we have to disclose in periodic reports we file with the SEC significant deficiencies or material weaknesses in our system of internal controls.
Although the length, impact and outcome of the ongoing military conflict is still unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.
Although the length, impact 17 and outcome of the ongoing military conflict is still unpredictable, this conflict could lead to significant market and other disruptions, including significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social instability, changes in consumer or purchaser preferences as well as an increase in cyberattacks and espionage.
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.
Our business will also be harmed if customers and potential customers believe our products and services are unreliable. 21 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.
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 market for EVs could be affected by numerous factors, such as: 5 • 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; • political and social movements against EV adoption; • 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 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.
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 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 or public health crises.
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.
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 38% of the voting power of our capital stock.
The ability of our shareholders in certain countries other than the Netherlands to bring an action against us, our directors and executive officers may be limited under applicable law. In addition, substantially all of our assets are located outside the United States.
The ability of our shareholders in certain countries other than the Netherlands to bring an action against us, our directors and executive officers may be limited under applicable law. In addition, substantially most of our assets are located outside the United States.
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 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, 2025.
Moreover, the political nature of certain of these policies and programs means that a future U.S. administration or future governments in any of the jurisdictions that are material for our operations and business, could make policy or legislative changes that put us at competitive disadvantage, make it prohibitively costly or unattractive for us to pursue existing business initiatives, or negatively impact demand for our products and services.
Moreover, given the political nature of these policies and programs, a future U.S. administration or future governments in any of the jurisdictions that are material for our operations and business, could make policy or legislative changes that put us at competitive disadvantage, make it prohibitively costly or unattractive for us to pursue existing business initiatives, or negatively impact demand for our products and services.
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.
Any limit or discontinuation of our access to any platform could adversely affect our business, financial condition or results of operations. 23 Risks Related to Being a Public Company Our management team has limited experience managing a public company.
In the United States, for example, with the passage of the Inflation Reduction Act, the Biden administration has committed over $369 billion towards climate investments, representing the largest single investment in this area in the country’s history. The package includes both consumer and corporate incentives and loans with the aims of reducing emissions by 40% by 2030.
In the United States, for example, with the passage of the Inflation Reduction Act, the Biden administration committed over $369 billion towards climate investments, representing the largest single investment in this area in the country’s history. The package included both consumer and corporate incentives and loans with the aims of reducing emissions by 40% by 2030.
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 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; • 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. • the technology used, the ability to keep up with advancements, and the obsolescence of the technologies.
Competition is intense for qualified professionals. We may experience difficulty in hiring and retaining highly skilled personnel with appropriate qualifications. The pool of qualified personnel with experience working in our market is limited overall. In addition, many of the companies with which we compete for experienced personnel have greater resources.
We may experience difficulty in hiring and retaining highly skilled personnel with appropriate qualifications. The pool of qualified personnel with experience working in our market is limited overall. In addition, many of the companies with which we compete for experienced personnel have greater resources.
Furthermore, new tariffs and policy incentives implemented by the Biden Administration that favor equipment manufactured by or assembled at American factories, could put us at a competitive disadvantage if we are not able to develop our U.S. manufacturing capacity on the timelines we currently expect or at all, including by increasing the cost or delaying the availability of charging equipment, by challenging or eliminating our ability to apply or qualify for grants and other government incentives, or by disqualifying us from the ability to compete for certain charging infrastructure buildout solicitations and programs, including those initiated by federal government agencies.
Furthermore, new tariffs and policy incentives favoring equipment manufactured by or assembled at American factories, could put us at a competitive disadvantage if we are not able to develop our U.S. manufacturing capacity on the timelines we currently expect or at all, including by increasing the cost or delaying the availability of charging equipment, by challenging or eliminating our ability to apply or qualify for grants and other government incentives, or by disqualifying us from the ability to compete for certain charging infrastructure buildout solicitations and programs, including those initiated by federal government agencies.
Changes in economic conditions, including supply chain constraints, logistics challenges, labor shortages, and steps taken by governments and central banks, particularly in response to the COVID-19 pandemic, as well as other stimulus and spending programs, have, in the past, led to (and could, in the future, lead to) higher inflation, resulting in an increase in costs, currency volatility and changes in fiscal and monetary policy, including increased interest rates and reduced consumer spending.
Changes in economic conditions, including supply chain constraints, logistics challenges, labor shortages, and steps taken by governments and central banks, as well as other stimulus and spending programs, have, in the past, led to (and could, in the future, lead to) higher inflation, resulting in an increase in costs, currency volatility and changes in fiscal and monetary policy, including increased interest rates and reduced consumer spending.
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.
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 an offensive in Ukraine.
Disruption to our platform resulting from natural disasters, atmospheric changes and extreme weather events (whether as a result of climate change or otherwise), including fires, floods, droughts, storms, extreme temperatures, sea level rise and earthquakes, as 13 well as other events such as political events, war, terrorism, pandemics such as the COVID-19 pandemic, or other events could impair our ability to continue to provide our products and services.
Disruption to our platform resulting from natural disasters, atmospheric changes and extreme weather events (whether as a result of climate change or otherwise), including fires, floods, droughts, storms, extreme temperatures, sea level rise and earthquakes, as well as other events such as political events, war, terrorism, pandemics, or other events could impair our ability to continue to provide our products and services.
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.
We incurred a net loss of €151.8 million and €112.1 million for the years ended December 31, 2024 and 2023, 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.
In addition, inflation is often accompanied by higher interest rates, which may reduce the consumer or commercial demand for our products, increase the borrowing cost of EVs for consumers, or increase our financing costs.
Additionally, inflation is often accompanied by higher interest rates, which may reduce the consumer or commercial demand for our products, increase the borrowing cost of EVs for consumers, or increase our financing costs.
Although demand for EVs has grown overall in recent years, there is no guarantee of continuing our sustained future demand, as was seen with the reduced EV demand in 2023, which impacted our results. Residential, commercial and public charging may not develop as expected and may fail to attract projected market share of total EV charging.
Although demand for EVs has grown overall in recent years, there is no guarantee of continuing our sustained future demand, as seen with a slower market growth than expected initially, which impacted our results. Residential, commercial and public charging may not develop as expected and may fail to attract projected market share of total EV charging.
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.
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.
Even though our co‑founders are not party to any agreement that requires them to vote together, they may have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests.
Even though our co‑founders are not party to any agreement that requires them to vote together, they may have interests that differ from those of our other shareholders and may vote in a way with which our other shareholders disagree and which may be adverse to their interests.
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.
For example, California adopted more stringent regulation of EV charging and, in February 2023, the U.S. Department of Transportation and U.S. Department of Energy included minimum standards and “Buy America” requirements for EV chargers funded by certain U.S. federal programs.
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.
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, sales and business development personnel, our ability to compete and successfully grow our business would be harmed.
Our inability to comply with these and other sustainability requirements in the future could adversely affect sales of and demand for our products and services. On January 5 2023, Directive (EU) 2022/2464 (the “CSRD”) entered into force. The CSRD provides extensive sustainability reporting obligations and will apply to the Company as of financial year 2025.
Our inability to comply with these and other sustainability requirements in the future could adversely affect sales of and demand for our products and services. On January 5 2023, Directive (EU) 2022/2464 (the “CSRD”) entered into force introducing extensive sustainability reporting obligations.
These cost-saving initiatives will continue throughout 2024. These initiatives are subject to known and unknown risks and uncertainties, including whether we have targeted the appropriate areas of the business and at the appropriate scale.
These initiatives are subject to known and unknown risks and uncertainties, including whether we have targeted the appropriate areas of the business and at the appropriate scale.
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”).
Further, California adopted the 22 California Consumer Privacy Act (“CCPA”) and the California Attorney General has begun enforcement actions. Further, on November 3, 2020, California voters approved the California Privacy Rights Act (“CPRA”) which amends and expands the CCPA.
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.
As of December 31, 2024, we have one granted design patent in the U.S.A. and we have filed: (a) two international patents which are currently in national phase before the relevant authorities and (b) two design patent applications in the USA which are currently under examination by the relevant authorities.
Our operating results could be materially impacted by changes in the overall global macroeconomic environment and other economic factors that impact our cost structure and revenue results.
Political and economic uncertainty and macroeconomic factors could adversely affect our business, financial condition and results of operations. Our operating results could be materially impacted by changes in the overall global macroeconomic environment and other economic factors that impact our cost structure and revenue results.
We also do not maintain any key person life insurance policies. To continue to execute our growth strategy, we also must attract and retain highly skilled personnel including, software engineers and other employees with the technical skills in design and engineering that will enable us to deliver quality EV charging products and energy management solutions.
To continue to execute our growth strategy, we also must attract and retain highly skilled personnel including, software engineers and other employees with the technical skills in design and engineering that will enable us to deliver quality EV charging products and energy management solutions. Competition is intense for qualified professionals.
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.
We had €4.8 million, €10.4 million and €23.9 million in marketing expenses in each of the years ended December 31, 2024, 2023 and 2022, respectively, and although we're currently under a cost reduction policy, we expect to expend more resources in the future in order to build consumer awareness of our brands.
Government require that charging equipment be manufactured in the U.S. in order to access federal financial support or secure contracts with the federal government, we may have to source components from alternative vendors or OEMs or work with current vendors and OEMs to develop additional manufacturing capacity in the U.S. to participate in the covered federal programs.
Government require that charging equipment be manufactured in the U.S. in order to access federal financial support or secure contracts with the federal government, we may have to source components from alternative vendors or OEMs or work with current vendors and OEMs to develop additional manufacturing capacity in the U.S. to participate in the covered federal programs. 9 If we are unable to attract and retain key employees our ability to compete and successfully grow our business would be harmed.
The duration of the contracts we do have with our distribution partners is typically one year and such contracts may contain termination clauses and do not provide for minimum volumes or other commitments to purchase our chargers.
The duration of the contracts we do have with our distribution partners is typically one year and such contracts may contain termination clauses and do not provide for minimum volumes or other commitments to purchase our chargers. Because our customers do not have long‑term contracts, it may be difficult for us to accurately predict future revenue streams.
The material weaknesses related to: (i) lack of sufficient personnel in the finance team with an appropriate level of knowledge and experience in the application of International Financial Reporting Standards (IFRS) in relation to complex accounting transactions, such as accounting for business combinations, warrants and also in the application of other IFRS matters such as goodwill impairment testing, (ii) IT general controls have not been sufficiently designed or were not operating effectively, including controls over the completeness and accuracy of reports used in controls, and (iii) accounting policies and practices are not designed appropriately to establish an effective structure of internal controls.
As previously reported, in connection with the audits of our consolidated financial statements for each of the years ended December 31, 2023 and 2022, our management and independent registered public accounting firm identified material weaknesses in our internal control over financial reporting as of December 31, 2024, which relates to: (i) lack of sufficient personnel in the finance team with an appropriate level of knowledge and experience in the application of International Financial Reporting Standards (IFRS) in relation to complex accounting transactions, and also in the application of other IFRS matters such as goodwill impairment testing, (ii) IT general controls have not been sufficiently designed or were not operating effectively, including controls over the completeness and accuracy of reports used in controls, and (iii) accounting policies and practices are not designed appropriately to establish an effective structure of internal controls.
It is possible that our internal control over financial reporting is not effective because it cannot detect or prevent material errors at a reasonable level of assurance.
Our internal control over financial reporting is currently not effective and as such it could not detect or prevent material errors at a reasonable level of assurance.
If the resolution of the General Meeting to issue Shares or to designate the authority to issue Shares to the Board is detrimental to the rights of holders of a specific class of Shares, the validity of such resolution of the General Meeting requires a prior or simultaneous approval by the group of holders of such class of Shares.
Unless otherwise stipulated at its grant the designation may not be withdrawn. 30 If the resolution of the General Meeting to issue Shares or to designate the authority to issue Shares to the Board is detrimental to the rights of holders of a specific class of Shares, the validity of such resolution of the General Meeting requires a prior or simultaneous approval by the group of holders of such class of Shares.
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.
The EV market relies on governmental rebates, tax credits, and other financial incentives to significantly lower the effective price of EVs and EV charging stations, and these incentives have been reducing over the past year.
In addition, we are required, pursuant to Section 404 of the Sarbanes Oxley Act (“Section 404”), to furnish a report by our management on, among other things, the effectiveness of our internal control over financial reporting in the second annual report filed with the SEC.
In addition, we are required, pursuant to Section 404 of the Sarbanes Oxley Act (“Section 404”), to furnish a report by our management on, among other things, the effectiveness of our internal control over financial reporting. This assessment is required to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting.
Widespread adoption of charging payment mobile platforms or other charging solutions as a competitor with, or an alternative to, Electromaps may negatively impact its business, operating results and financial condition.
We are dependent on Electromaps for a portion of our revenues and to build consumer awareness of our brand and products. Widespread adoption of charging payment mobile platforms or other charging solutions as a competitor with, or an alternative to, Electromaps may negatively impact its business, operating results and financial condition.
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.
This cooling‑off period could be invoked by the Board in the event: (a) shareholders, using either their shareholder proposal right or their right to request a General Meeting, propose an agenda item for the General Meeting to dismiss, suspend or appoint a Director (or to amend any provision in the Articles of Association dealing with those matters); or (b) a public offer for has been announced or made without agreement having been reached with on such offer, provided, in each case, that in the opinion of the Board such proposal or offer materially conflicts with the interests of and its business. 29 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.
Especially due to the strong government incentives currently in place, EV sales are expected to continue to increase in Europe. 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.
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.
Additionally, in order to deliver high quality mobile products, it is important that our products work well with a range of mobile technologies, systems, networks and standards that we do not control. we may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with these technologies, systems, networks or standards.
Additionally, in order to deliver high quality 11 mobile products, it is important that our products work well with a range of mobile technologies, systems, networks and standards that we do not control.
In addition, geopolitical instability (such as the ongoing conflict between Russia and Ukraine and the ongoing conflict in the Middle East involving Israel and Hamas) and related sanctions could continue to have significant ramifications on global financial markets, including volatility in the U.S. and global financial markets.
Geopolitical instability (such as the ongoing conflict between Russia and Ukraine and the ongoing conflict in the Middle East) and related sanctions could continue to have significant ramifications on global financial markets, including volatility in the U.S. and global financial markets that could adversely impact our ability to obtain financing in the future on terms acceptable to us.
If we do not continue to offer a high quality product and user experience, our business, brand and reputation will suffer. A failure or inability by us to meet customer specifications or consumer expectations could damage our reputation and adversely affect our ability to attract new business and result in delayed or lost sales.
A failure or inability by us to meet customer specifications or consumer expectations could damage our reputation and adversely affect our ability to attract new business and result in delayed or lost sales.
As a result, the financial statements contained herein and those that we will file in the future may not be comparable to companies that comply with public business entities revised accounting standards effective dates. As we are a holding company with no operations we rely on operating subsidiaries to provide us with funds necessary to meet our financial obligations.
As a result, the financial statements contained herein and those that we will file in the future may not be comparable to companies that comply with public business entities revised accounting standards effective dates.
We expect to expend resources to maintain consumer awareness of our brands, build brand loyalty and generate interest in our products. Failure to effectively expand our sales and marketing capabilities could harm our ability to increase or maintain our customer base and achieve broader market acceptance of our products.
Failure to effectively expand our sales and marketing capabilities could harm our ability to increase or maintain our customer base and achieve broader market acceptance of our products.
Failure to maintain, enhance and protect our brand image could have a material adverse effect on our results of operations. In addition, any failure to meet customer specifications could result in reduced net sales and income. We are dependent on consumer adoption of our products.
Negative publicity or product quality issues, whether real or perceived, could tarnish our reputation and our brand image. Failure to maintain, enhance and protect our brand image could have a material adverse effect on our results of operations. In addition, any failure to meet customer specifications could result in reduced net sales and income.
We have never declared or paid any dividends on the Shares. We do not anticipate paying any dividends in the foreseeable future. We currently intend to retain future earnings, if any, to finance operations and expand our business. The Board may determine which part of the profits shall be reserved, with due observance of our policy on reserves and dividends.
We currently intend to retain future earnings, if any, to finance operations and expand our business. The Board may determine which part of the profits shall be reserved, with due observance of our policy on reserves and dividends. The General Meeting may resolve to distribute any part of the profits remaining after reservation.
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.
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 has recently experienced a period of high inflationary pressures; however, these pressures have begun to ease in 2024.

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Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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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.
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. 39 • 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.
It also provides for ease of installation as self-standing points, its included MCBs and RCCBs Type B, OCPP compatibility and multiple connectivity options as 4G, Wi-Fi and Ethernet. 38 • EV Charging Software • The myWallbox platform: A cloud based software designed to provide smart management of our chargers in Residential and Business parking settings such as workplaces, fleets and semi-public parking lots.
It also provides for ease of installation as self-standing points, its included MCBs and RCCBs Type B, OCPP compatibility and multiple connectivity options as 4G, Wi-Fi and Ethernet. • EV Charging Software • The myWallbox platform: A cloud based software designed to provide smart management of our chargers in Residential and Business parking settings such as workplaces, fleets and semi-public parking lots.
Property, Plant and Equipment Our Facilities We design and manufacture our products in‑house across our leased factories located in Barcelona, Spain (Zona Franca, D26) which has an estimated production capacity of approximately 624 thousand chargers per year, Arlington (Texas) which has an estimated production capacity of approximately 283 thousand chargers per year, Lauf an der Pegnitz (Nürnberg, Germany) estimated production capacity of approximately 302 thousand chargers per year and approximately 20,100 thousand of connectivity components per year and Tangier (Morocco) where we produce components for the charger's production.
Property, Plant and Equipment Our Facilities We design and manufacture our products in‑house across our leased factories located in Barcelona, Spain (Zona Franca) which has an estimated production capacity of approximately 624 thousand chargers per year, Arlington, Texas which has an estimated production capacity of approximately 283 thousand chargers per year, Nürnberg, Germany (Lauf an der Pegnitz) which has an estimated production capacity of approximately 302 thousand chargers per year and approximately 20,100 thousand of connectivity components per year and Tangier, Morocco where we produce components for the charger's production.
Our headquarters are located in Barcelona, Spain where we currently lease approximately 11,000 square meters of office space. We believe this space is sufficient to meet our needs for our headquarters in the foreseeable future and that any additional space we may require will be available on commercially reasonable terms. Item 4A. Unr esolved Staff Comments None.
Our headquarters are located in Barcelona, Spain where we currently lease approximately 11,000 square meters of office space. We believe this space is sufficient to meet our needs for our headquarters in the foreseeable future and that any additional space we may require will be available on commercially reasonable terms. 45 Item 4A. Unr esolved Staff Comments None.
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.
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 created for creating savings and reducing the carbon emissions impact from our Headquarters in Barcelona.
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.
With our innovative, advanced, smart, and seamlessly connected EV charging solution technology with easy‑to‑use functionalities and embedded software, we have 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 new subsidiary in Shanghai after the acquisition of ABL business.
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.
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. 35 1.
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.
Given that more than 70% of EV charging happens at home, we predominantly focus on home and business solutions, but we sold our first units of Supernova for public charging in the first quarter of 2022. One of the many ways in which we differentiate ourselves in the EV charging market is the consumer‑focused approach of our product offering.
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”).
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”).
After providing the residential market with these innovative AC chargers, we launched our complementary software, myWallbox, which enabled users to monitor in real time their EV charging utilization and status, and program the charger to charge during off-peak hours enabling compelling cost savings.
After providing the residential market with these innovative AC chargers, we launched our complementary 34 software, myWallbox, which enabled users to monitor in real time their EV charging utilization and status, and program the charger to charge during off-peak hours enabling compelling cost savings.
Rather, our employees and contractors engage in assembly of charging products at our facilities primarily using components manufactured by OEMs. Nonetheless, we may be subject to laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries.
Rather, our employees and contractors engage in assembly of charging products at our facilities primarily using components manufactured by OEMs. Nonetheless, we may be subject to laws 44 and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries.
Since the Company’s founding in 2015, we have been able to demonstrate our capabilities in expanding the EV charging business in Europe, North America and Asia. We are backed by global leading strategic and financial investors, including Iberdrola.
Since the Company’s founding in 2015, we have been able to demonstrate our capabilities in expanding the EV charging business in Europe, North America and Asia. We are backed by global leading strategic and financial investors, including Iberdrola and Generac.
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.
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, ensuring 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.
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.
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 their 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.
Customers and Strategic Partnerships We have established and maintained strong long‑term relationships with a broad range of partners in order to broaden our sales channels across a wide range of customers and geographies. Some of the key types of partners we seek to work with include automotive manufacturers, utility companies, distributors, resellers, installers, enterprises, and eCommerce companies.
Customers and Strategic Partnerships We have established and maintain strong long‑term relationships with a broad range of partners in order to broaden our sales channels across a wide range of customers and geographies. Some of the key types of partners we seek to work with include automotive manufacturers, utility companies, distributors, resellers, installers, enterprises, and eCommerce companies.
The most logical point of sale of a charger is at automotive OEMs and utility companies. We have built and maintained an ecosystem of partner channels including, installers, resellers and value‑add distributors. Additionally, we also sell directly to enterprises and end consumers through e‑commerce sales.
The most logical point of sale of a charger is at automotive OEMs and utility companies. We have built and maintain an ecosystem of partner channels including, installers, resellers and value‑add distributors. Additionally, we also sell directly to enterprises and end consumers through e‑commerce sales.
In 2019, as EV’s started to become widely adopted and the demand for parking spaces with EV-charging solutions increased, we added the Copper charger to our AC charging portfolio and launched a second generation of our Pulsar and Commander chargers.
In 2019, as EVs started to become widely adopted and the demand for parking spaces with EV-charging solutions increased, we added the Copper charger to our AC charging portfolio and launched a second generation of our Pulsar and Commander chargers.
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.
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 220 kW.
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.
Even though there are many local parties with a solution, we believe we offer more stylish, compact, lighter, and feature‑rich products, which is appealing for residential charging and caters to the entire continent.
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.
In our pursuit to accomplish this vision, the Company has acquired five private businesses to date: 33 (1) Intelligent Solutions (Acquired in February 2020): We believe Intelligent Solutions was 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.
This effort has led to partnerships with well-recognized brands such as Costco, Kia, Free2Move and Genereac to provide our products and services. Large global total addressable market We believe the EV market is at an inflection point and is experiencing substantial growth. Mass EV adoption translates to significant charging infrastructure growth.
This effort has led to partnerships with well-recognized brands such as Costco, Kia, Free2Move and Generac to provide our products and services. 42 Large global total addressable market We believe the EV market is at an inflection point and is experiencing substantial growth. Mass EV adoption translates to significant charging infrastructure growth.
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.
It also employs advanced software to allow it to optimize available power and adapt to the number of EVs connected, making it an attractive option for public charging along highways and national road networks.
This total is dominated by home chargers, with more than 90 million chargers expected to be sold in the same time period and accounting for 71% of the total chargers sales.
This total is dominated by home chargers, with more than 165 million chargers expected to be sold in the same time period and accounting for 71% of the total chargers sales.
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.
Their key characteristics include Wi-Fi, 4G and Bluetooth connectivity, the smart features available on the Wallbox 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.
We have a longstanding partnership with Iberdrola, a large multinational electric utility and our largest institutional investor. In July 2020, Iberdrola entered into a non‑binding letter of intent with us expressing its interest in purchasing 6,500 Supernova chargers through 2022.
We have a longstanding partnership with Iberdrola, a large multinational electric utility and one of our largest institutional investors. In July 2020, Iberdrola entered into a non‑binding letter of intent with us expressing its interest in purchasing 6,500 Supernova chargers through 2022.
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.
Truly global business with strong blue‑chip customers We serve a variety of customers and have established channel distribution in more than 120 countries as of December 31, 2024. 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.
In addition, the Group has a manufacture of printed circuit board ("pcb") in Sant Boi de Llobregat (Barcelona) which has an estimated production capacity of approximately 660 thousand pcb's per year. All chargers manufactured across our facilities are certified to be sold across the United States, the European Union and APAC Region including China.
In addition, the Group has a facility to manufacture printed circuit boards ("pcb") in Sant Boi de Llobregat, Barcelona, Spain which has an estimated production capacity of approximately 660 thousand pcb's per year. All chargers manufactured across our facilities are certified to be sold across the United States, the European Union and APAC Region including China.
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.
Available with different 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.
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.
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 kW and a CCS charging 36 cable. Its key characteristics include 4G, Wi-Fi, Ethernet and Bluetooth connectivity, and the smart features available on the Wallbox app.
North America Although the North American market is still in development from an EV penetration perspective, it is an important market for us to position ourselves early. Namely, as one of the largest automobile markets globally, we believe the North American market has a significant sales volume potential.
North America Although the North American market is still in development from an EV penetration perspective, it is an important market for us to position ourselves early. Namely, as one of the largest automobile markets globally, we believe the North American market has a significant sales volume potential as EV sales are expected to increase steadily.
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.
Chargers with an RFID reader can be unlocked by approaching a card to it. RFID cards are compatible with Pulsar Pro, 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.
CCS 35 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 the demand for public charging will continue to grow with the overall EV market.
CCS standards are most common in European, whereas Quasar 1 leveraged CHAdeMO charging systems, most used in Asian branded vehicles. We believe the demand for public charging will continue to grow with the overall EV market.
This transaction is aimed to accelerate our commercial business plan by enhancing our product and certification portfolio, reduce operational risk through reduced capital expenditures and research and development costs and, leverage ABL’s in-house component manufacturing.
This transaction is aimed at accelerating our commercial business plan by enhancing our product and certification portfolio, reduce operational risk through reduced capital expenditures and research and development costs, and leverage ABL’s in-house component manufacturing.
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.
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, 2024, we had a team of over 905 individuals, which consisted of mostly software and hardware engineers and a global salesforce.
(“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.
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.
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.
Home & Business Go‑to‑Market Strategy: We sell EV charging solutions in over 120 countries as of December 31, 2024 and have successfully penetrated several markets that previously had limited EV charging presence.
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.
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 7 Nissan LEAF cars and the 560 kWh stationary battery available on-site.
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.
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, 2024, through myWallbox, we have managed over 113 million charging sessions and over 2,2622 GWh charged.
From a technology and pricing perspective, the EV charging solutions are cost‑competitive as they can be manufactured at a lower cost point. However, the charge points in the APAC region tend to have inferior technology in terms of quality, functionalities, and capabilities.
From a technology and pricing perspective, the EV charging solutions are cost‑competitive as they can be manufactured at a lower cost point. However, the charge points in the APAC region tend to have inferior technology in terms of quality, functionalities, capabilities or lack certification standards to operate in other regions.
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.
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. Powerful business model Historically we have achieved strong revenue growth, which we attribute to our scalable business model and our having successfully implemented our sales strategy into new geographies.
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.
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: ▪ 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.
Our award winning product portfolio is third‑party validated by highly regarded international trade organizations, including Winner of Reddot Product Award (2022), Winner of iF Design Product Award (2022), Winner of Good Design (2021), Best of CES (2020), and Fast World Changing Ideas finalist (2020) amongst others.
Our award winning product portfolio is third‑party validated by highly regarded international trade organizations, including ADI Delta Awards (2024), Winner of The smarter E AWARD (2023), Winner of European Product Design (2023), Winner of Reddot Product Award (2022), Winner of iF Design Product Award (2022), Winner of Good Design (2021), Best of CES (2020), and Fast World Changing Ideas finalist (2020) amongst others.
In addition to these, it is projected that there will be 11 million public chargers, 21 million work place chargers and 6 million depot chargers to be sold during this period. Over $500 billion of cumulative investment would be needed to install all of these chargers.
In addition to these, it is projected that there will be 16 million public chargers, 42 million work place chargers and 10 million depot chargers to be sold during this period. Over $800 billion of cumulative investment would be needed to install all of these chargers.
China is currently, by far, the market leader in public charging in terms of the number of public charge points installed. Yet, similar to the European market, the rest of APAC market can be characterized as a highly fragmented market with less than a handful of players that have gained significant scale in the industry.
China is currently, by far, the leader in EV sales and in the installation of public charging infrastructure. Yet, similar to the European market, the rest of APAC market can be characterized as a highly fragmented market with less than a handful of players that have gained significant scale in the industry.
Most recently, in October 2023, we announced the acquisition of ABL, a recognized company in EV charging solutions in Germany, the largest EV market in Europe with more than two million EVs on the road. Wallbox and ABL have a combined number of over one million EV chargers installed worldwide.
In October 2023, we announced the acquisition of ABL, a recognized company in EV charging solutions in Germany, the largest EV market in Europe. Wallbox and ABL have a combined number of over one million EV chargers installed worldwide.
Supernova offers an internal design, with six independent power modules, makes it reliable, light and easy to install and service by integrating multiple elements of our bidirectional charger Quasar, including our innovative power electronics modules. Expanding its product portfolio for the DC fast charging space, we announced Hypernova at the IAA Mobility fair in 2021.
Supernova offers an internal design, with six independent power modules, makes it reliable, light and easy to install and service. Expanding its product portfolio for the DC fast charging space, we announced Hypernova at the IAA Mobility fair in 2021.
During 2023, 330.516 MWh of the building’s consumption was renewable energy produced by our 425 kW solar installation, composed by 937 panels.
During 2024, 495.8 MWh of the building’s consumption was renewable energy produced by our 425 kW solar installation, composed by 937 panels.
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.
(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.
We have already made significant progress on this phase, having signed non‑binding letters of intent to collaborate with some of the world’s biggest utility companies such as Iberdrola, EGAT, COPEC, NKM, ENI and JET Charge. • Building a sales network: The second phase of the Supernova roll‑out comprises the development of a set of commercial agreements with trusted partners that might be interested in acquiring the Supernova to deliver a fast‑charging solution to either their fleets (e.g. a supermarket which has EVs for their delivery service), or for their customers (e.g. a shopping mall that wants to provide users with the ability to charge their parked car while shopping).
We have already made significant progress on this phase, successfully expanding our collaboration with some of the world's largest utility companies, such as Iberdrola, Ignitis, Atlante, Osprey, Free2Move and Pluginvest. • Building a sales network: The second phase of the Supernova roll‑out comprises the development of a set of commercial agreements with trusted partners that might be interested in acquiring the Supernova to deliver a fast‑charging solution to either their fleets (e.g. a supermarket which has EVs for their delivery service), or for their customers (e.g. a shopping mall that wants to 41 provide users with the ability to charge their parked car while shopping).
Despite dampened sentiments in EV markets and slower growth in 2023 compared to 2022, the growth of the EV market remained solid with 31% year-over-year in 2023 according to Rho Motion. We believe that the EV charging market continues to be a large opportunity with more than 130 million chargers to be sold between 2024 and 2030.
Despite dampened sentiments in EV markets and slower growth the recent years, the growth of the global EV market remained solid with 25% year-over-year growth in 2024 according to Rho Motion. We believe that the EV charging market continues to be a large opportunity with more than 230 million chargers to be sold between 2025 and 2035.
Highly compatible charging solutions: Our equipment is compatible with all hybrid and electric car manufacturers across the globe, and we sell our products in countries across six continents. 36 This business model results in revenues through the: (i) sale of hardware (chargers & accessories); (ii) hardware installation services; (iii) software services (subscription fees from businesses and fleets through myWallbox and commissions obtained from every charging transaction carried out through Electromaps); and (iv) service contracts under the Wallbox Care plan launched in 2023, providing added value services such as commissioning, preventive and corrective maintenance, extended warranty and more.
This business model results in revenues through the: (i) sale of hardware (chargers & accessories); (ii) hardware installation services; (iii) software services (subscription fees from businesses and fleets through myWallbox and commissions obtained from every charging transaction carried out through Electromaps); and (iv) service contracts under the Wallbox Care plan launched in 2023, providing added value services such as commissioning, preventive and corrective maintenance, extended warranty and more.
This program provides a variety of customizable services aimed at providing an optimal installation, operation, and maintenance of Supernova. The services offered include commissioning, corrective and preventive maintenance, remote support, spare parts, extended warranty, training, and support materials.
This program provides a variety of customizable services aimed at providing an optimal installation, operation, and maintenance of Supernova. The services offered include commissioning, corrective and preventive maintenance, remote support, spare parts, extended warranty, training, and support materials. Manufacturing and Sources and Availability of Raw Materials We design and manufacture our products in‑house across our factories.
Hypernova is designed to deliver up to 400 kW that allows it to fully charge an electric car in the time it takes to make a rest stop and make it substantially faster than most other ultrafast chargers on the market.
Hypernova is designed to deliver up to 400 kW that allows it to fully charge an electric car in the time it takes to make a rest stop.
(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.
(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.
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.
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.
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.
Home & Business • EV Charging Hardware : • Pulsar Plus, Pulsar Plus Socket, Pulsar Max, Pulsar Max Socket, Pulsar Pro, and Pulsar Pro Socket: AC smart chargers for individual homes or shared spaces with a charging capacity of up to 22 kW.
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”, “Pulsar Pro”, “eM4”, and “eMC”) for home and business applications, and direct current (“DC”) fast chargers (“Supernova” and “Hypernova”) for public applications.
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.
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.
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.
This also allows us to sell charger and installation bundles through its ecommerce website and on 3rd party marketplaces like Amazon. • 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 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.
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 120 countries (as of December 31, 2024) 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. • 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 product line (upgrades from Pulsar).
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.
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.
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.
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 NTRL laboratory.
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.
As part of the Pulsar Pro product family we have also introduced the Pulsar Pro Socket. 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 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.
Additionally, with the ABL purchase we enhanced our intellectual property portfolio acquiring the certification of the German EV charging calibration-law ( Eichrecht ). 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.
All chargers manufactured in our facilities are certified to be sold across North America, Europe, Latin America and the APAC region. On November, 2, 2023, we added two new production facilities to the other two existing through our acquisition of ABL assets, one facility in Lauf an der Pegnitz (Nürnberg,Germany) and other in Tangier (Morocco).
On November, 2, 2023, we added two new production facilities to the other two existing facilities through our acquisition of ABL assets, with one facility in Nürnberg, Germany (Lauf an der Pegnitz) and other in Tangier, Morocco. We source our components and raw materials through a global supply chain, with a majority of the sources currently based in Europe.
In 2022, we introduced Quasar 2, our newest bi-directional DC charger specifically intended for the US and European markets and compliant with CCS standards. • Wallbox ABL eM4 Single and Twin: AC smart chargers designed by ABL for fleets and businesses equipped with built-in MID meters and Eichrecht approved variants for charged power monetization and reimbursement.
In January 2025, we received the U.S product certification from UL solutions for the Quasar 2. • Wallbox ABL eM4 Single and Twin: AC smart chargers designed by ABL for fleets and businesses equipped with built-in MID meters and Eichrecht approved variants for charged power monetization and reimbursement.
The app provides its 390,000+ registered users access to the charging points and ability to make payments directly from their mobile phone, unifying the entire charging infrastructure and improving the electric vehicle driving experience. Through this acquisition, we took our first step into the public electric charging space and plan to continue to foster innovation on the Electromaps platform.
The app provides its almost 1 million registered users access to the charging points and ability to make payments directly from their mobile phone, unifying the entire charging infrastructure and improving the electric vehicle driving experience.
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.
The Hypernova design, which is still subject to change, is expect to have additional features including integrated cable management, and several authentication and payment options accepted worldwide. 38 • EV Charging Software • Electromaps: Hardware-agnostic e-mobility service provider (eMSP) and charger management software with close to 1 million registered users which are connected close to 500,000 charge points worldwide as of December 31, 2024 and enables users to find publicly available charging ports.
Manufacturing and Sources and Availability of Raw Materials We design and manufacture our products in‑house across our factories , we opened our Barcelona factory, Spain (Zona Franca) in December 2021. We opened a factory in the U.S. in Arlington, Texas in October 2022 to service the North American EV charging market.
We opened our factory in Barcelona, Spain (Zona Franca) in December 2021. We opened a factory in the U.S. in Arlington, Texas in October 2022 to service the North American EV charging market. All chargers manufactured in our facilities are certified to be sold across North America, Europe, Latin America and the APAC region.
We source our components and raw materials through a global supply chain, with a majority of the sources currently based in Europe. The components and raw materials needed for our products are impacted by supply constraints, which can result in pressure to increase prices.
The components and raw materials needed for our products are impacted by supply constraints, which can result in pressure to increase prices. We look to mitigate these impacts by placing orders in advance with the objective of avoiding material price increases.
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.
Lastly, a smaller portion of our sales during 2024 were from direct sales, split almost evenly between sales to enterprises and e‑commerce sales made directly through our website or via Amazon. Go‑to‑Market Strategy Our product focus follows the user.
On August 13, 2021, we exercised our option to acquire the remaining 33.334% interest in Wallbox AS, which was formerly called Intelligent Solutions AS. (2) Electromaps (Acquired in September 2020): We believe Electromaps is a leading digital platform for accessing free and paid for electric charging points in southern Europe.
(2) Electromaps (Acquired in September 2020): We believe Electromaps is a leading digital platform for accessing free and paid for electric charging points in southern Europe.
Some of the key clients we have previously worked with include automotive OEMs and dealerships, energy companies, value‑added distributors and resellers, installers, enterprises, and e‑commerce.
Some of the key clients we have previously worked 40 with include automotive OEMs and dealerships, energy companies, value‑added distributors and resellers, installers, enterprises, and e‑commerce. Of these companies, a significant portion of our revenues in the year ended December 31, 2024, come from utility companies, such as Iberdrola, Florida Power & Light Company, Generac Power Systems, and COPEC.
The in-depth acquired knowledge of our products ensure installations according to local governmental and industrial standards. This also allows us to sell charger and installation bundles through its ecommerce website and on 3rd party marketplaces like Amazon.
The in-depth acquired knowledge of our products ensure installations according to local governmental and industrial standards.
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.
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: a dynamic that we see as ripe for disruption.
Chargepoint operators can also leverage a custom branding program, wrapping the chargers in their unique logos and color palettes. • Hypernova: Hypernova delivers up to 400 kW that allows it to fully charge an electric car in under 15 minutes, or the approximate time it takes to make a rest stop.
Chargepoint operators can also leverage a custom branding program, wrapping the chargers in their unique logos and color palettes.
Offering a charging experience in the segment for up to half the total cost of ownership of its competitors, Supernova was created to satisfy both EV drivers and charge point operators.
Public EV Charging Hardware • Supernova: DC fast charger equipment designed for public use provides 60 to 220 kW of charging capacity, providing drivers more than 100 miles of range in 10 min. Offering a charging experience in the segment with a competitive cost, Supernova was created to satisfy both EV drivers and charge point operators.
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.
In 2024, we have also started to offer our public charging solution, the Supernova UL, in the North America market. This opens up a new segment which we believe has a lot of potential. APAC The APAC market is expected to continue to be one of the leading EV charging markets in the coming years.
Provide all‑in‑one energy solutions with the charger at the center : Our goal is to unlock the full potential of every EV. There are already several countries (UK, Australia, Germany, amongst others) where we have established partnerships with utilities and energy distributors.
There are already several countries (UK, Australia, and Germany amongst others) where we have established partnerships with utilities and energy distributors. These partnerships enable users to connect directly to the grid, “vehicle‑to‑grid” (V2G), allowing them to sell their excess energy.
As of December 31, 2023, we have one (1) granted design patent in the U.S.A. and we have two (2) pending international patent applications in the national phase. Additionally, with the ABL purchase we enhanced our intellectual property portfolio acquiring the certification of the German EV charging calibration-law ( Eichrecht ).
As of December 31, 2024, we have one (1) granted design patent in the U.S.A. and we have filed: (a) two (2) international patents which are currently in national phase before the relevant authorities and (b) two (2) design patent applications in the USA which are currently under examination by the relevant authorities.

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Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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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.
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 for which we received an amount of €24.6 million after the deduction of fees and expenses.
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 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 and 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 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 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.
Wall Box Chargers is permitted to prepay the BBVA Facility in whole or in part upon notice thereof in accordance with the terms of the BBVA Facility Agreement.
Wall Box Chargers is permitted to prepay the BBVA Facility in whole or in part upon notice thereof in accordance with the terms of the BBVA Facility Agreement.
(“Wallbox USA”), and Wall Box Chargers, entered into agreements (the “October 2023 Facility Agreements”) that provide for: (i) a syndicated loan with Instituto de Crédito Oficial E.P.E., Institut Català de Finances, Mora Banc Grup SA and EBN Banco de Negocios, S.A.
(“Wallbox USA”), and Wall Box Chargers, entered into agreements (the “October 2023 Facility Agreements”) that provide for: (i) a syndicated loan with Instituto de Crédito Oficial E.P.E., Institut Català de Finances, Mora Banc Grup SA and EBN Banco de Negocios, S.A.
(“EBN Banco”) as funding entities, EBN Banco as coordinating entity and agent, Wallbox Spain as borrower and Wallbox USA and Wallbox as guarantors; and (ii) a loan with Compañía Española de Financiación Del Desarrollo COFIDES, S.A., S.M.E., as funding entity, EBN Banco as coordinating entity, Wallbox USA as borrower and Wallbox Spain and Wallbox as guarantors.
(“EBN Banco”) as funding entities, EBN Banco as coordinating entity and agent, Wallbox Spain as borrower and Wallbox USA and Wallbox as guarantors; and (ii) a loan with Compañía Española de Financiación Del Desarrollo COFIDES, S.A., S.M.E., as funding entity, EBN Banco as coordinating entity, Wallbox USA as borrower and Wallbox Spain and Wallbox as guarantors.
The October 2023 Term Loan matures on the fifth anniversary of October 16, 2023. The relevant borrower is permitted to prepay the October 2023 Term Loan in whole or in part upon notice thereof in accordance with the terms of the October 2023 Facility Agreements.
The October 2023 Term Loan matures on the fifth anniversary of October 16, 2023. The relevant borrower is permitted to prepay the October 2023 Term Loan in whole or in part upon notice thereof in accordance with the terms of the October 2023 Facility Agreements.
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, which it believes drives the demand for charging products and infrastructure.
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.
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.
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.
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.
The estimated fair value of the award granted after the Business Combination is based on the market price of our common stock listed in the NYSE on the date of grant. Employee benefits also includes the impact from Coil and Ares earn‑outs to sellers as it is linked to their continued provision of services in future.
The estimated fair value of the award granted after the Business Combination is based on the market 51 price of our common stock listed on the NYSE on the date of grant. Employee benefits also includes the impact from Coil and Ares earn‑outs to sellers as it is linked to their continued provision of services in future.
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.
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 bank loans, as described below.
The sales, if any, of the Class A Shares under the Equity Distribution Agreement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act, or, in negotiated transactions or block transactions.
The sales, if any, of the Class A Shares under the Equity Distribution Agreement will be made by any method permitted that is deemed an “at the market offering” as defined in Rule 415(a)(4) under the Securities 58 Act, or, in negotiated transactions or block transactions.
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.
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 of derivative instruments and valuation of financial instruments.
The October 2023 Facility Agreements provide for an aggregate term loan commitment of €35.0 million (the “October 2023 Term Loan”), which aggregate amount was elected to be drawn on October 14, 2023. As of December 31, 2023, we had €35.0 million of borrowings outstanding under the October 2023 Term Loan.
The October 2023 Facility Agreements provide for an aggregate term loan commitment of €35.0 million (the “October 2023 Term Loan”), which aggregate amount was elected to be drawn on October 14, 2023. As of December 31, 2024, we had €35.0 million of borrowings outstanding under the October 2023 Term Loan.
The Warrant Agreement provides for a redemption right in our favor when the Class A Shares achieve a value of $11.00 per share. Syndicated Loan On October 16, 2023, we, our wholly owned subsidiary, Wallbox USA, Inc.
The Warrant Agreement provides for a redemption right in our favor when the Class A Shares achieve a value of $11.00 per share. Syndicated Loan 47 On October 16, 2023, we, our wholly owned subsidiary, Wallbox USA, Inc.
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).
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 57 expenditures (including property and equipment).
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.
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.
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.
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.
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.
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 transactions with affiliates.
The Term Loan will be secured by the property assets that are acquired in Barcelona with the proceeds under the October 2023 Term Loan, the bank accounts related to the October 2023 Facility Agreements and the credit rights under the insurance agreements related to the property assets to be secured.
This loan will be secured by the property assets that are acquired in Barcelona with the proceeds under the October 2023 Term Loan, the bank accounts related to the October 2023 Facility Agreements and the credit rights under the insurance agreements related to the property assets to be secured.
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.
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, 2023 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.
Pursuant to the registration rights we agreed to as part of the private placement, we filed a registration statement for the 49 resale of the Class A Shares purchased in the private placement on January 12, 2024.
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 January 12, 2024.
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.
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, 2024, we had €25.0 million of borrowings outstanding under the BBVA Facility. The BBVA Facility is secured by certain intellectual property rights.
For installations’ contracts, where the time required to complete execution is longer, the revenue recognition for each period is calculated taking into account the percentage of completion at the end of each financial period, considering the work in progress and the costs incurred until this date compared to the budgeted costs.
For installation contracts where the time required to complete execution is longer, the revenue recognition for each period is calculated taking into account the percentage of completion at the end of each financial period, considering the work in progress and the costs incurred until this date compared to the budgeted costs.
During 2020, convertible bonds were issued for an amount of €25.9 million, and in 2021 issued convertible bonds in an amount of €34.6 million.
During 2020, convertible bonds were issued for an amount of €25.9 million, and in 2021 we issued convertible bonds in an amount of €34.6 million.
During the year ended December 31, 2023, we sold 2,630,076 Class A Shares resulting in $7,526 million (€6,876 million) in net proceeds, after deducting the commission and expenses payable to the Sales Agent in connection with such sales.
During the year ended December 31, 2023, we sold 2,630,076 Class A Shares resulting in $7,526 thousand (€6,876 thousand) in net proceeds, after deducting the commission and expenses payable to the Sales Agent in connection with such sales.
Investment and Shareholders’ Agreement In connection with the Acquisition, on December 15, 2023, Wall Box Chargers entered into an investment and shareholders’ agreement with Greenmobility invest 2 GmbH (a German limited liability company (“GI2”), the majority indirect shareholders of ABL), pursuant to which GI2 acquired a 25.1% interest in the share capital of ABL for an aggregate capital contribution of €8,378.
In connection with the acquisition, on December 15, 2023, Wall Box Chargers entered into an investment and shareholders’ agreement with Greenmobility invest 2 GmbH (a German limited liability company (“GI2”), the majority indirect shareholders of ABL), pursuant to which GI2 acquired a 25.1% interest in the share capital of ABL for an aggregate capital contribution of €8.4 thousand.
As a result, sales in the second half, and particularly in the fourth quarter, would, after controlling for our growth, be higher than in the first half of the fiscal year and our results of operations may be subject to seasonal fluctuations as a result.
As a result, sales in the second half, and particularly in the fourth quarter, would, after adjusting for our growth, be higher than in the first half of the fiscal year and our results of operations may be subject to seasonal fluctuations as a result.
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.
Operating Results Comparison of the years ended December 31, 2024 and 2023 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.
(10) Other non-cash expenses consist of non-cash expenses related to the ESPP plan launched in January 2023. B. Liquidity and Capital Resources Sources of Liquidity We have a history of operating losses and negative operating cash flows.
(7) Other non-cash expenses consist of non-cash expenses related to the ESPP plan launched in January 2023. B. Liquidity and Capital Resources Sources of Liquidity We have a history of operating losses and negative operating cash flows.
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.
In our pursuit to accomplish this vision, we have acquired five companies to date: (1) Intelligent Solutions (controlling interest acquired in February 2020): Intelligent Solutions was 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.
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.
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 that country.
Typically, consumers purchase more EVs in the second half of the year, particularly in the fourth quarter, and the seasonal variation in the timing of sales of our residential products tend to be correlated with sales of EVs.
Typically, consumers purchase more EVs in the second half of the year, particularly in the fourth quarter, and the seasonal variation in the timing of sales of our residential products tends to be correlated with sales of EVs.
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 installers customers of charging solutions for EVs, which includes electronic chargers and other services.
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.
These commitments mainly correspond to the work that, as of December 31, 2024, are being executed in the investments in machinery and tools for the factories located in Texas and Barcelona.
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.
According to management’s assessment, the Public and Private Warrants, BBVA Warrants and Generac Warrants fall within the scope of IAS 32 and have been classified as a derivative financial liability.
If we obtain additional capital by issuing equity, the interests of our existing shareholders will be diluted and, if we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we could obtain additional financing on favorable terms or at all.
If we obtain additional capital by issuing equity, the interests of our existing shareholders will be diluted and, if we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations. We cannot assure you that we would be able to obtain additional financing on favorable terms or at all.
The October 2023 Term Loan will be 50 secured by the property assets that are acquired in Barcelona with the proceeds under the October 2023 Term Loan, the bank accounts related to the October 2023 Facility Agreements and the credit rights under the insurance agreements related to the property assets to be secured.
The Term Loan will be secured by the property assets that were acquired in Barcelona with the proceeds under the October 2023 Term Loan, the bank accounts related to the October 2023 Facility Agreements and the credit rights under the insurance agreements related to the property assets to be secured.
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. Especially due to the strong government incentives currently in place, the EV sales are expected to increase rapidly in Europe.
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. Especially due to the government regulations currently in place, the EV sales are expected to increase in Europe.
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.
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.
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.
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.
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.
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.
Inventory that is sold to third parties is included within changes in inventories and raw materials and consumables used. We periodically review for slow‑moving, excess or obsolete inventories. Products that are determined to be obsolete, if any, are written down to net realizable value.
Cost is determined by the weighted average cost method. Inventory that is sold to third parties is included within changes in inventories and raw materials and consumables used. We periodically review for slow‑moving, excess or obsolete inventories. Products that are determined to be slow‑moving, excess or obsolete, if any, are written down to net realizable value.
Recent Transactions ABL On November 2, 2023, we acquired the operations, personnel and assets (which constitute a business) of ABL, which acquisition also included ABL’s ownership in each of ABL Morocco S.A., which owns a production facility in Tangier, Morocco, ABL (Shanghai) Co. Ltd, and ABL Nederland B.V.
We acquired the operations, personnel and assets (which constitute a business) of ABL, which acquisition also included ABL’s ownership in each of ABL Morocco S.A., which owns a production facility in Tangier, Morocco, ABL (Shanghai) Co. Ltd, and ABL Nederland B.V.
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 primarily as a result of the increase in sales in this segment, expenses associated with the accelerated launch of new products and changes in product mix.
Revenue from contracts with customers for installation services is recognized when control of the services are transferred to the customer (at a point in time given the short period that the service is rendered). Revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for those services.
Revenue from contracts with customers for installation services is generally recognized when the services have been completed to the customer (at a point in time given the short period that the service is rendered). Revenue is recognized at an amount that reflects the consideration to which we expect to be entitled in exchange for those services.
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).
Contractual Obligations and Commitments As of December 31, 2024, we had contractual obligations to purchase, construct or develop property, plant and equipment assets, for an amount of €335 thousand (€775 thousand as of December 31, 2023) and commitments for the acquisition of intangible assets of €1,644 thousand (€1,127 thousand as of December 31, 2023).
Campinoti the right (subject to specified limitations) to attend meetings of the Board and its committees in a non-voting capacity, as an observer; (b) a letter agreement between Generac and the Company, pursuant to which Generac has the following rights: (i) a first right of refusal to purchase or subscribe for any securities, including equity, equity-linked or debt securities or assets that the Company may propose to issue or sell to certain of Generac’s competitors; and (ii) for as long as Generac and its affiliates collectively own at least 3% of the Company’s outstanding share capital: (1) preemptive rights to participate with respect to certain future equity offerings by the Company, to the extent Generac does not have substantially similar antidilution protections in the organizational or charter documents of the Company; and (2) Company shall obtain the consent of Generac prior to approve any changes the Company may propose that adversely affect the rights of Class A Shares; and (c) a letter agreement between Kariega Ventures, S.L., a major shareholder of the Company, which is controlled by Mr.
Concurrently with the closing of the transaction several agreements have been entered into by the Company: (a) a letter agreement between Generac and the Company, pursuant to which Generac has the following rights: (i) a first right of refusal to purchase or subscribe for any securities, including equity, equity-linked or debt securities or assets that the Company may propose to issue or sell to certain of Generac’s competitors; and (ii) for as long as Generac and its affiliates collectively own at least 3% of the Company’s outstanding share capital: (1) preemptive rights to participate with respect to certain future equity offerings by the Company, to the extent Generac does not have substantially similar antidilution protections in the organizational or charter documents of the Company; and (2) Company shall obtain the consent of Generac prior to approve any changes the Company may propose that adversely affect the rights of Class A Shares; and (b) a letter agreement between Kariega Ventures, S.L., a major shareholder of the Company, which is controlled by Mr.
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.
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, 2024, we incurred a loss for the year of €151.8 million and net cash used in operating activities of €51.5 million.
(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.
(2) 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. (3) Represents share based payments expense. Please refer to Note 21 to our consolidated financial statements include elsewhere in this Annual Report.
Our critical accounting policies are described in Note 3, “Use of Judgements and Estimates,” within our consolidated financial statements included elsewhere in this Annual Report.
Our critical accounting policies are described in Note 3, “Use of Judgements and Estimates,” within our consolidated financial statements included elsewhere in this Annual Report. Actual results may differ from these estimates.
(9) One-time expenses consist of legal expenses related to reduction in workforce process initiated in January 2023 and completed in March 2023, severance payments to the employees that have left the Company and the provision for indemnities related to litigation involving certain former employees.
(5) Negative goodwill related to the ABL acquisition. (6) One-time expenses consist of legal expenses related to reduction in workforce process initiated in January 2023, severance payments to the employees that have left the Company and the provision for indemnities related to litigation involving certain former employees.
(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.
Net Other income Net other income 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.
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.
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.
Changes in Inventories and Raw Materials and Consumables Used Changes to inventory are recorded in consumption of finished goods, raw materials and other consumables. Inventory consists of electric chargers and related parts, which are available for sale or for warranty requirements. Inventories are stated at the lower of cost or market. Cost is determined by the first‑in, first‑out method.
Changes in Inventories and Raw Materials and Consumables Used This account consists of changes in inventory due to consumption of finished goods, raw materials and other consumables. Inventory consists of electric chargers and related parts, which are available for sale or for warranty requirements. Inventories are stated at the lower of cost or net realizable value.
As of December 31, 2023, we were in compliance with the covenants under the October 2023 Facility Agreement. On December 13, 2023 we closed a private placement of Class A Shares, pursuant to which we sold 10,360,657 Class A Shares for aggregate gross proceeds of $31.6 million (€29.3 million) to certain existing investors and Generac Power Systems, Inc.
On December 13, 2023 we closed a private placement of Class A Shares, pursuant to which we sold 10,360,657 Class A Shares for aggregate gross proceeds of $31.6 million (€29.3 million) to certain existing investors and Generac Power Systems, Inc. ("Generac") at a price of $3.05 per share.
As of December 31, 2023, we had cash and cash equivalents of €101.2 million, outstanding non‑current loans and borrowings of €90.6 million and an accumulated deficit of €420.2 million. Our current working capital needs relate mainly to the growth of the current business and continuing operations.
As of December 31, 2024, we had cash, cash equivalents and financial investments of €46.1 million, outstanding current loans and borrowings of €131.8 million and an accumulated deficit of €569.2 million. Our current working capital needs relate mainly to the growth of the current business and continuing operations.
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.
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.
Amortization and depreciation increased by €(9,553) thousand, or 51%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to investments in machinery and tools for the manufactures of the Company.
Amortization and depreciation increased by €(9,430) thousand, or 33%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to investments in machinery and tools for the manufacturing facilities of the Company and the acquisition of ABL at the end of 2023.
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.
As of December 31, 2024 we obtained a waiver issued by EBN Banco regarding the compliance with the covenants under the agreements governing our indebtedness.
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.
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.
Net other income increased by €12,416 thousand, or 673%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the negative goodwill related to ABL acquisition.
Net other income decreased by €(14,235) thousand, or (100)%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the negative goodwill recognized in 2023 related to ABL acquisition.
Foreign exchange gains decreased by €4,644 thousand for the year ended December 31, 2022 as compared to the year ended December 31, 2021, primarily due to fluctuations in GBP, USD and the Norwegian Krone against the Euro.
Foreign exchange gains decreased by €(5,510) thousand for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to fluctuations in USD against the Euro.
("Generac") at a price of $3.05 per share. Pursuant to the registration rights we agreed to as part of the private placement we field a registration statement for the resale of the Class A Shares purchased in the private placement on January 12, 2024.
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 September 5, 2024.
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.
During this year ended December 31, 2024, our sales in Latin America were not significant, however, we intend to expand our market presence in this region. 49 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.
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.
Payments due by period Total Less than 1 year 1-2 years 2-5 years More than 5 years (€ in thousands) Lease obligations € 46,885 € 6,189 € 10,000 16,888 13,808 Capital Expenditures For the year ended December 31, 2024, our capital expenditures for property, plant and equipment were €3,114 thousand.
Private Placement Equity Offering On June 15, 2023, we closed a private placement of Class A Shares, pursuant to which we sold 18,832,432 Class A Shares for aggregate gross proceeds of $48.6 million (€44.9 million) to certain existing investors and strategic partners at a price of $2.58 per share.
As a consequence of ABL Gmbh not achieving the conditions for executing the aforementioned put and call, Wallbox does not have an obligation to acquire the 25.1% interest in the share capital of ABL and has decided to not execute the option. 46 Private Placement Equity Offering On June 15, 2023, we closed a private placement of Class A Shares, pursuant to which we sold 18,832,432 Class A Shares for aggregate gross proceeds of $48.6 million (€44.9 million) to certain existing investors and strategic partners at a price of $2.58 per share.
Other operating expenses decreased by €31,767 thousand, or (35)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the impact of the project for operating expenses reduction launched in 2023.
Other operating expenses decreased by €5,699 thousand, or (10)%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the impact of our programs for cost reductions started in 2023.
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.
Operating Loss Expenses related to changes in inventories and raw materials and consumables used increased by (12,417) thousand, or 13%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023.
Sales of services revenue increased by €6,540 thousand, or 84%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to an increase in fees from installation services offered by us, including in connection with the services offered by COIL, a subsidiary we acquired in the second half of 2022.
Sales of DC chargers has grown more quickly than the sales of AC chargers. 53 Sales of services revenue increased by €3,368 thousand, or 23%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to an increase in fees from installation services offered by us, including in connection with the services offered by COIL.
Amortization and Depreciation Depreciation, amortization and accretion relates to our intangible assets, right‑of‑use assets, property and equipment. Net Other income Other income 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.
(4) 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. The amounts set forth in the table above represent net other income for the periods presented.
Expenses related to changes in inventories and raw materials and consumables used increased by €41,048 thousand, or 87%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. These expenses increased primarily as a result of expenses associated with the accelerated launch of new products and changes in product mix.
Expenses related to changes in inventories and raw materials and consumables used increased by (330) thousand, or 54%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023. These expenses increased primarily as a result of the increase in sales in this segment.
Financial expenses consist of interest expense on loan and borrowings including leases, fair value adjustments on the convertible bonds, valuation of financial instruments and the unwinding effect on the put option liabilities. During 2022 we finished implementing a cash pool system within our subsidiaries which we expect to reduce our net finance cost.
Financial expenses consist of interest expense on loan and borrowings including leases, fair value adjustments on the convertible bonds, valuation of financial instruments and the unwinding effect on the put option liabilities.
Other operating expenses decreased by €22,127 thousand, or (30)%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily due to the impact of the project for Opex reduction launched in 2023.
Other operating expenses decreased by €5,701 thousand, or (11)%, for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the impact of our programs for cost reductions started in 2023.
The total consideration for this transaction was €14.6 million, consisting of €10.1 million up front cash payment in 2023 with the balance of €4.5 million to be paid in several installments during 2024.
The total consideration for this transaction was €14.6 million, consisting of €10.1 million up front cash payment in 2023 with the balance of €4.5 million paid in several installments during 2024. During the last year, the initial strategic advantages of this transaction have been leveraged as cross-selling activities, co-development of products, and operational integration are well underway.
NORAM Segment Comparison of the years ended December 31, 2023 and 2022 The following table presents our results of operations at a segment level for NORAM for the years ending December 31, 2023 and 2022: Year Ended December 31, Variance 2023 2022 € % (€ in thousands, except percentages) Revenue € 25,770 € 23,552 € 2,218 9 % Changes in inventories and raw materials and consumables used € (17,197 ) € (15,787 ) € (1,410 ) 9 % Employee benefits (19,393 ) (13,533 ) (5,860 ) 43 % Other operating expenses (10,318 ) (21,026 ) 10,708 (51 )% Amortization and depreciation (2,755 ) (1,830 ) (925 ) 51 % Net other income 119 335 (216 ) (64 )% Operating loss € (23,774 ) € (28,289 ) € 4,515 (16 )% n/m = not meaningful 59 The increase in revenues of €2,218 thousand for the year ended December 31, 2023 as compared to the year ended December 31, 2022 is driven by the expansion of our sales presence across the region.
NORAM Segment Comparison of the years ended December 31, 2024 and 2023 The following table presents our results of operations at a segment level for NORAM for the years ending December 31, 2024 and 2023: Year Ended December 31, Variance 2024 2023 € % (€ in thousands, except percentages) Revenue € 37,417 € 25,770 € 11,647 45 % Changes in inventories and raw materials and consumables used (26,569 ) (17,197 ) (9,372 ) 54 % Employee benefits (12,902 ) (19,393 ) 6,491 (33 )% Other operating expenses (9,625 ) (10,318 ) 693 (7 )% Amortization and depreciation (2,589 ) (2,755 ) 166 (6 )% Net other income (347 ) 119 (466 ) n/m Operating loss (14,615 ) (23,774 ) 9,159 (39 )% n/m = not meaningful 55 The increase in revenues of €11,647 thousand, or 45% for the year ended December 31, 2024 as compared to the year ended December 31, 2023 is driven by the strong AC and DC sales in the North America market.
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.
APAC Segment Comparison of the years ended December 31, 2024 and 2023 The following table presents our results of operations at a segment level for APAC for the years ended December 31, 2024 and 2023: Year Ended December 31, Variance 2024 2023 € % (€ in thousands, except percentages) Revenue € 1,765 € 1,713 € 52 3 % Changes in inventories and raw materials and consumables used (945 ) (615 ) (330 ) 54 % Employee benefits (272 ) (740 ) 468 (63 )% Other operating expenses (363 ) (543 ) 180 (33 )% Amortization and depreciation (2 ) (210 ) 208 (99 )% Net other income — (1 ) 1 (100 )% Operating income / (loss) 183 (396 ) 579 (146 )% n/m = not meaningful The increase in revenue of €52 thousand, or 3% for the year ended December 31, 2024 as compared to the year ended December 31, 2023 is driven by the expansion of our sales presence across the region.
Net Financial Result Financial income decreased by €(835) thousand for the year ended December 31, 2023 as compared to the year ended December 31, 2022, primarily resulting from the impact in 2022 of the revaluation of the put option on Electromaps, S.L.
Net Financial Result Financial income increased by 473 thousand for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily resulting from the increase in the interest rate of our financial investments.
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 decreased by €(5,395) thousand for the year ended December 31, 2024 as compared to the year ended December 31, 2023, primarily due to the change in fair value of derivative warrants and the issuance of new Generac warrants.

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

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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 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; • 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 a compensation committee charter which details the principal functions of the compensation committee, including, among other things: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chair of the Board and Chief Executive Officer’s compensation, evaluating the Chair of the Board and Chief Executive Officer’s performance in light of such goals; • reviewing and approving the compensation of all of its other executive officers; • reviewing its executive compensation policies and plans; • implementing and administering its incentive compensation equity‑based remuneration plans; • assisting management in complying with its annual report disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for its executive officers and employees; and • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
The Board adopted a compensation committee charter which details the principal functions of the compensation committee, including, among other things: • reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chair of the Board and Chief Executive Officer’s compensation, evaluating the Chair of the Board and Chief Executive Officer’s performance in light of such goals; • reviewing and approving the compensation of all of its other executive officers; • reviewing its executive compensation policies and plans; • implementing and administering its incentive compensation equity‑based remuneration plans; • assisting management in complying with its annual report disclosure requirements; • approving all special perquisites, special cash payments and other special compensation and benefit arrangements for its executive officers and employees; and 70 • reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Mr. Mirro is a member of the board of Amprius Technologies (NYSE: AMPX) and former member of the board of 63 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.
Committees of the Board of Directors The Board established three standing committees from among its non‑executive directors, including an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Board shall remain collectively responsible for decisions prepared by the committees. Audit Committee Audit committee members are non‑executive directors of the Board and are Beatriz González, Donna J.
Committees of the Board of Directors The Board established three standing committees from among its non‑executive directors, including an Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The Board shall remain collectively responsible for decisions prepared by the committees. 69 Audit Committee Audit committee members are non‑executive directors of the Board and are Beatriz González, Donna J.
In non‑U.S. jurisdictions where participation in the ESPP through payroll deductions is prohibited, the plan administrator may provide that an eligible employee may elect to participate through contributions to the participant’s account under the ESPP in a form acceptable to the plan administrator in lieu of or in addition to payroll deductions.
In non‑U.S. jurisdictions where participation in the ESPP through payroll deductions is prohibited, the plan administrator may provide that an eligible employee may elect to participate 67 through contributions to the participant’s account under the ESPP in a form acceptable to the plan administrator in lieu of or in addition to payroll deductions.
Additionally, the shareholders approved a remuneration policy for non‑executive directors that provides for compensation, including an annual cash fee, an annual equity grant, an annual fee for membership on a committee of the Board, an annual fee for acting as a chairperson of the Board and annual fee for acting as a chairperson of a committee of the Board.
Additionally, the shareholders approved a remuneration policy for non‑executive directors that provides for compensation, including an annual cash fee, an annual equity grant, an annual fee for membership on a committee of the Board, an annual fee for acting as a chairperson 71 of the Board and annual fee for acting as a chairperson of a committee of the Board.
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.
The updated DCGC entered into force as for the financial year beginning on or after January 1, 2023 We acknowledge the importance of good corporate governance.
Stock options granted under the Legacy Stock Option Program for managers generally vest in equal yearly instalments on the last day of each year over a 3 year period and expire 2 years from the last of such vesting dates. Managers who terminate employment with we may retain any stock options vested.
Stock options granted under the Legacy Stock Option Program for managers generally vest in equal yearly instalments on the last day of each year over a 3 year period and expire 2 years from the last of such vesting dates. Managers who terminate employment with us may retain any stock options vested.
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.
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, 2024, as well as the amount contributed by us or our subsidiaries to retirement benefit plans for our executive officers and members of 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.
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, 2024, there were no transactions where there was a Conflict of Interest.
Riberas began his professional career in the Gonvarri Group as director of Corporate Development and later as Managing Director. In 1977, Mr. Riberas formed Gestamp. Mr. Riberas sits on the management bodies of other Gestamp affiliates and of companies in Acek Group, including in the Gonvarri Group, Acek Energias Renovables and Inmobiliaria Acek.
Riberas began his professional career in the Gonvarri Group as director of Corporate Development and later as Managing Director. In 1997, Mr. Riberas formed Gestamp. Mr. Riberas sits on the management bodies of other Gestamp affiliates and of companies in Acek Group, including in the Gonvarri Group, Acek Energias Renovables and Inmobiliaria Acek.
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.
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 brings unrivaled industry expertise to Wallbox as the company continues to expand partnerships with leading OEMs globally. Notably Dr.
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.
The remuneration policy was adopted by non‑executive directors. Board Observers Mr. Marc Sabé served during the year ended December 31, 2024 and continues to serve as an observer on our Board. Mr. Sabé is an employee of Eurofred, S.A., which is a company affiliated with one of our major shareholders, Mingkiri, S.L. D.
On April 6, 2022, Enric Asuncion Escorsa was granted 777,267 options and Eduard Castaneda was granted 258,342, in each case, with a strike price of €1.93.
On April 6, 2022, Enric Asuncion Escorsa was granted 775,267 options and Eduard Castaneda was granted 258,342, in each case, with a strike price of €1.93.
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 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. 66 Wallbox N.V.
Founders who terminate employment with we may retain any stock options vested as of the applicable termination date. On April 6, 2022, Enric Asuncion Escorsa was granted 777,267 options and Eduard Castañeda was granted 258,342, in each case, with a strike price of €1.93.
Founders who terminate employment with us may retain any stock options vested as of the applicable termination date. On April 6, 2022, Enric Asuncion Escorsa was granted 775,267 options and Eduard Castañeda was granted 258,342, in each case, with a strike price of €1.93.
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.
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 David Mesonero . Mr. Mesonero serves as a member of the Board. Mr.
The Board has adopted written rules and regulations dealing with, inter alia, its internal organization, the manner in which decisions are taken, the composition, duties and organization of committees and any other matters concerning the Board, the executive directors, the non‑executive directors and committees established by the Board.
The Board is comprised of nine directors. 68 The Board has adopted written rules and regulations dealing with, inter alia, its internal organization, the manner in which decisions are taken, the composition, duties and organization of committees and any other matters concerning the Board, the executive directors, the non‑executive directors and committees established by the Board.
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.
Riberas serves as a member of the Board. 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 24, 2017. Mr. Riberas holds a Law degree and Economics and Business Administration degree from Comillas Pontifical University. Mr.
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.
Compensation Committee Compensation committee members are non‑executive directors of the Board and include Pol Soler, Donna J. Kinzel and Jordi Lainz. 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.
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.
As of December 31, 2024, we had 905 employees compared with the 1,457 employees at December 31, 2023. Most of our employees are located in Spain, although our global footprint has employees working in offices across seven European countries, an office in China and another in the United States.
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.
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. David José Mesonero Molina currently serves as Iberdrola’s acting director designee on the Board. In December 2023, a letter agreement between Kariega Ventures, S.L.
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.
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. 62 Luis Boada Ros . Mr.
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.
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, 2024. The Board is comprised of eleven directors. The Board consists of an executive director and ten non‑executive directors.
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.
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.
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.
Equity Awards 65 Our founders, directors and executive officers held the following stock options (both vested and unvested) as of December 31, 2024: Beneficiary Grant date Number of options outstanding Strike price Enric Asunción Escorsa (*) April 6, 2022 775,267 € 1.93 Jordi Lainz October 1, 2021 1,233,049 € 0.0021 Luís Boada June 27, 2024 463,107 — 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 21 of the consolidated financial statements included elsewhere in this Annual Report.
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.
He is also a board member of Escapa, a leading Spanish bicycle distributor. 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.
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.
Employees Average number of employees in the last 3 years is: (Average number of employees) 2024 2023 2022 Directives 50 69 41 Administrative 193 387 445 Commercials 193 189 194 Operators 339 212 38 Engineers 333 408 464 Total 1,108 1,265 1,182 We strive to offer competitive employee compensation and benefits in order to attract and retain a skilled and diverse workforce.
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.
Nominating and Corporate Governance Committee Nominating and corporate governance committee members are non‑executive directors of the Board and are David Mesonero, Pol Soler and Beatriz González Ordóñez. David Mesonero serves as chairman of the nominating and corporate governance 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.
With respect to the year ended December 31, 2024, 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 € 43 (*)(**) € — € 5 € 5 € 53 Francisco Riberas € 40 € — € — € — € 40 Anders Pettersson € 51 (*)(**) € 4 (**) € — € — € 55 César Ruipérez Cassinello € 31 (**) € — € — € 5 (*)(**) € 36 Pol Soler € 40 € 10 (*) € — € 5 € 55 Donna Kinzel € 40 € 5 € 15 (*) € — € 60 Justin Mirro € 40 € — € 5 € — € 45 Dr.
(“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.
(“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 director as Generac Power "Systems,"Inc. ("Generac") may designate, for so long as Generac owns shares representing 3% of the share capital outstanding of Wallbox N.V.
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.
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.
(“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.
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. On October 5, 2021, Enric Asunción Escorsa furnished a letter to Inversiones Financieras Perseo, S.L. Pursuant to such letter, Mr.
The Board may at all times suspend an executive director. The Board is comprised of nine directors.
The Board may at all times suspend an executive director.
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.
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.
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.
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, 2024 is described in the table below: All executives (€ in thousands) Periodically paid remuneration € 872 Bonuses € 84 Share based payments € 460 Termination benefit 285 Total compensation € 1,701 (1) No amounts were set aside or accrued by Wallbox in 2024 to provide pension, retirement or similar benefits for our executive officers. 64 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.
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.
Mesonero € 9 (**) € — € — € 2 (*)(**) € 11 (*) Chairman of the Board or the applicable committee. (**) Pro‑rated amount based on the time served on the Board or applicable committee during 2024.
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.
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.
In addition to Wallbox, she has served as a board member of Cabify, Glovo, Spotahome, Filmin, Bewe, Revelock and Toqio, since 2014, 2016, 2016, 2020, 2015, 2019, and 2021, respectively. She also serves as an independent board member of Endeavor Spain and Idealista. Prior to founding Seaya in 2012, Ms.
Ms. González serves as a member of the Board. Ms. González is the Founding and Managing Partner of Seaya Ventures, a Spanish venture capital firm specializing in technology companies. In addition to Wallbox, she has served as a board member of Cabify, Glovo, Spotahome, Filmin, Bewe, Revelock and Toqio, since 2014, 2016, 2016, 2020, 2015, 2019, and 2021, respectively.
As a result of our acquisition of ABL, we onboarded 360 ABL employees, resulting in our having a total of 1,426 employees as of December 31, 2023. E. 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.
We have not experienced a work stoppage and believe we maintain positive relationships with our employees. E. 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.
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.
He is also a member of other boards of directors, such as CIE Automotive. In addition, he is chairman of the Spanish Association of Automotive Suppliers (Sernauto) and chairman of the Fundación Consejo España China. We believe that Mr. Riberas is qualified to serve on the Board because of his extensive experience in the automobile industry. Beatriz González Ordóñez .
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.
Name Age Position Executive Officers Enric Asunción Escorsa 39 Chief Executive Officer, Director Luis Boada 41 Chief Financial Officer Eduard Castañeda 39 Chief Innovation Officer Board Members Enric Asunción Escorsa 39 Executive Director Beatriz González Ordóñez 50 Non‑executive Director Francisco Riberas 60 Non‑executive Director David Mesonero 44 Non‑executive Director Pol Soler 44 Non‑executive Director Donna J.
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.
Lainz held the position of Corporate Director and CFO of Eurofred Group, a distributor of air conditioning and industrial heating systems, from June 2011 to February 2019. Prior to Eurofred Group, Mr. Lainz served as a director and member of the audit committee of Ficosa International, S.A., a automotive global supplier, from May 1998 to May 2011. Mr.
Ruipérez holds an International Business Administration degree by Universidad Pontificia Comillas in Madrid (ICADE) and Dublin City University (DCU). Pol Soler . Mr. Soler serves as a member of the Board. Mr. Soler is the Chief Executive Officer of Quadis, a leading Spanish car dealership group. He is also a board member of Escapa, a leading Spanish bicycle distributor. Mr.
Following that, he was appointed Chief Integration Officer. He has a background as a strategic consultant and investment banker and specializes in capital markets and in designing diverse financing structures. Pol Soler . Mr. Soler serves as a member of the Board. Mr. Soler is the Chief Executive Officer of Quadis, a leading Spanish car dealership group.
Removed
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.
Added
Kinzel 57 Non‑executive Director Justin Mirro 56 Non-executive Director Dr. Dieter Zetsche 71 Non-executive Director Jordi Lainz 56 Non-executive Director Paolo Campinoti (*) 57 Non-executive Director Ferdinand Schlutius 34 Non-executive Director (*) Mr. Campinoti resigned as a board member on May 5, 2025 effective as of such date. Executive Officers Enric Asunción Escorsa . Mr.
Removed
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.
Added
Boada is the Chief Financial Officer (CFO) of Wallbox, a position he has held since May 2024. He joined Wallbox with over 17 years of professional experience in corporate development, finance, and investor relations, with extensive knowledge of both North American and European markets. Before joining Wallbox, Mr.
Removed
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.
Added
Boada served as the CFO for North America at Fluidra, a global leader in pool equipment and connected solutions, listed on the Spanish Stock Exchange. During his more than eight-year tenure at Fluidra, he held various roles, including Global Head of M&A and Investor Relations. Prior to his time at Fluidra, Mr.
Removed
Pettersson served as Chief Executive Officer of Thule from 2002 to 2010, where he oversaw international expansion through the strategic acquisitions of Konig, Omnistor, Case Logic, TrackRac and Sportrack. Mr.
Added
Boada led a global solar photovoltaic business unit for Abantia, now Dominion, and worked in investment banking at Credit Suisse in London. He holds a Business Administration degree from ESADE and completed the CFO Leadership Program at Stanford University Graduate School of Business. Eduard Castañeda . Mr. Castañeda is the Chief Innovation Officer. Mr.
Removed
Pettersson has also served as Chief Executive Officer of Hilding Anders AB from 2011 to 2014 and Capital Safety Group Inc. from 2010 to 2012, and previously held executive and managerial positions with AkzoNobel N.V. and Trelleborg AB. Mr.
Added
Mesonero holds a degree in Business Administration and Management from ICADE and an MBA from IESE (University of Navarra). Mr. Mesonero has extensive experience in financial and strategic management of companies in the energy sector and he is currently the Global Head of Corporate Development of Iberdrola, S.A. Mr.
Removed
Pettersson served as a director of Pure Safety from 2010 to 2020, a director of Pure Power from 2016 to 2019, a director of Alite International AB from 2014 to 2019, a director of Victoria Park AB from 2011 to 2019, Chairman of the board of directors of Hilding Anders AB from 2012 to 2014 and a member of the operating review board of Arle Capital Partners Limited from 2012 to 2014.
Added
Mesonero also currently serves as member of the board of directors of Avangrid Renewables, Llc., Iberdrola Energía Internacional and Windar Renovables. Prior to his role at Iberdrola, Mr. Mesonero was CFO of PRISA Group, Deputy Director of the Corporate Development Division of Iberdrola, S.A., and CFO at Siemens Gamesa Renewable Energy.
Removed
Mr. Pettersson holds a Master of Science in Civil Engineering and Bachelor of Science in Business and Economics from Lund University. We believe Mr. Pettersson is qualified to serve on the Board because his extensive experience in the automotive industry. We believe Mr.
Added
Prior to his appointment as CFO at Siemens Gamesa Renewable Energy, Mr. Mesonero was the Managing Director of Corporate Development and Strategy, leading the merger process between Gamesa and Siemens Wind Power. He was also a member of the board of Windar and Adwen and of Gamesa’s regional boards in India, Mexico and Brazil.
Removed
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.
Added
She also serves as an independent board member of Endeavor Spain and Idealista. Prior to founding Seaya in 2012, Ms.
Removed
Ruipérez led various acquisitions, divestments and joint ventures in different geographies and business segments. Prior to joining Iberdrola, from September 2005 to October 2008, Mr. Ruipérez served as analyst at Deloitte and 360 Corporate in the mergers and acquisitions departments, advising industrial customers and financial sponsors in various transactions, including acquisitions, divestments and restructurings. Mr.
Added
Zetsche is well qualified to serve on our board of directors based on his extensive experience in the automobile sector. Jordi Lainz. Mr. Lainz serves as a member on the Board. Mr. Lainz was Chief Financial Officer of Wallbox from 2019 to 2024. Prior to joining the company, Mr.
Removed
Riberas is qualified to serve on the Board because of his extensive experience in the automobile industry. Beatriz González Ordóñez . Ms. González serves as a member of the Board. Ms. González is the Founding and Managing Partner of Seaya Ventures, a Spanish venture capital firm specializing in technology companies.
Added
Lainz, holds an Economics degree from University of Barcelona and is an auditor in Spain (Censor Jurado de Cuentas). Paolo Campinoti . Mr. Campinoti serves as a member of the Board. Mr. Campinoti has served as Executive Vice President with commercial responsibility over EMEA, APAC, LATAM since the acquisition by Generac of Pramac Group in 2016. Based in Italy, Mr.
Removed
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.
Added
Campinoti also continues to serve as the CEO of the Pramac Group, a position held since 1995. Previously he worked within Pramac Group in several other managerial roles. In over 30 years of service to the Pramac Group, Mr.
Removed
("Generac") may designate, for so long as Generac owns shares representing 3% of the share capital outstanding of Wallbox N.V. B.
Added
Campinoti has led the transformation of the Pramac Group from a local Italian company to a leading power generation manufacturer with global brand recognition and presence. Mr. Campinoti holds a Bachelor of Business Administration in Economics degree from the University of Florence. Mr.
Removed
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.
Added
Campinoti served as the Chairman of the Industrial Business Association for the South of Tuscany and as honorary consul of Romania in Florence. Since 2023 Mr. Campinoti is the honorary consul of Bahrein in Florence. Ferdinand Schlutius . Mr. Schlutius serves as a member of the Board. Mr.
Removed
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
Schlutius is involved at ABL, a pioneer in EV charging solutions in Germany, and the fourth company to join the Wallbox Group. Previously Mr. Schlutius was the Head of Sales of ABL Group. Mr. Schlutius studied for a Bachelor degree in Business and Economics at WU Vienna. There are no family relationships among any of our executive officers or directors.
Removed
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.
Added
Paolo Campinoti currently serves as Generac’s acting director designee on the Board. B.
Added
Dieter Zetsche € 40 € — € — € — € 40 P. Campinoti € 23 (**) € — € — € — € 23 J. Lainz € 23 (**) € 1 (**) € — € — € 24 F. Schlutius € 23 (**) € — € — € — € 23 D.

Item 7. Management's Discussion & Analysis

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

31 edited+4 added−4 removed20 unchanged
(“Iberdrola Clientes”), a Spanish limited liability company and affiliate of Iberdrola, as seller, for the supply of renewable energy to meet the energy demands of our Zona Franca factory located in Poligono Industrial Zona Franca Calle D, 26‑08040 Barcelona, Spain (the “Zona Franca Factory”). Pursuant to the PPA, Iberdrola Clientes, installed, commissioned and operates certain photovoltaic facilities (the “Facilities”).
(“Iberdrola Clientes”), a Spanish limited liability company and affiliate of Iberdrola, as seller, for the supply of renewable energy to meet the energy 74 demands of our Zona Franca factory located in Poligono Industrial Zona Franca Calle D, 26‑08040 Barcelona, Spain (the “Zona Franca Factory”). Pursuant to the PPA, Iberdrola Clientes installed, commissioned and operates certain photovoltaic facilities (the “Facilities”).
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.
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, expressed an interest to increase the number of public use chargers it plans to purchase for a total of 10,000 chargers.
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.
Riberas is a 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.
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.
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) 2,127,500 Class A Shares to which 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, 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.
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, 2025, 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.
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.
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, 2024.
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.
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, 2025 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, 2024, 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, 2025, voting as a single class.
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.
Enric Asunción Escorsa has sole voting power and sole dispositive power over 783,266 Class A Shares, and 775,267 Class B Shares underlying stock options that are exercisable within 60 days of March 1, 2025. The address of KARIEGA VENTURES, S.L. is Av. Diagonal 419, 4 Planta, Barcelona, Spain 08008.
Asunción agreed to take best efforts to support the election of the director Perseo designates under the designation right Perseo has for so long as it owns shares representing 3% of our outstanding share capital. Cesar Ruiperez Cassinello currently serves as such director designee on the Board.
Asunción agreed to take best efforts to support the election of the director Perseo designates under the designation right Perseo has for so long as it owns shares representing 3% of our outstanding share capital. David José Mesonero Molina currently serves as such director designee on the Board.
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.
In the fiscal year ended December 31, 2024, we paid Iberdrola Clientes €68,000 under this agreement. On October 5, 2021, Enric Asunción Escorsa furnished a letter to Perseo pursuant to which Mr.
(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..
(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 9,868,950 Class B Shares, and 8,750,000 Class A Shares held of record by KARIEGA VENTURES, S.L..
(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.
(11) Based on information known to the Company, MINGKIRI, S.L. has shared voting power and shared investment power over 18,832,056 Class A Shares and Marta Santacana Gri has shared voting power and shared investment power over 18,832,056 Class A Shares.
(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.
(13) Based on information know to the Company, AM Gestió, S.L. has sole voting power over 15,607,439 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 38,096,057 Class A Shares.
Kinzel 23,709 * — — * Cesar Ruiperez Cassinello — — — — * Justin Mirro(9) 3,327,500 1.8 % — — * Dr.
Kinzel 23,709 * — — * Cesar Ruiperez Cassinello — — — — * Justin Mirro(9) 3,127,500 1.2 % — — * Dr.
(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.
(14) 38,096,057 14.4 % — — 9.3 % * 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.
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.
This lease agreement covers the period until August 2032. During the year ended December 31, 2024, the Company's cost was an aggregate of €624 thousand in rent and other expenses under the lease agreement. The cost in the year ended December 31, 2023 amounted to €616 thousand.
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.
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.
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.
Mirro has sole voting power and (ii) 1,000,000 Class A Shares underlying warrants that are exercisable within 60 days of March 1, 2025 to which Mr.
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.
Castañeda’s 576,228 Class A Shares, 3,631,843 Class B Shares and 238,342 Class B Shares underlying stock options that are exercisable within 60 days of March 1, 2025. (6) Based solely on information provided by Mr. Riberas, Orilla Asset Management, S.L. is the record holder of 31,730,413 Class A Shares. Mr.
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.
The address of Orilla Asset Management, S.L. is Alcalá nº 52, Piso 3º, Puerta Izquierda, Madrid 28014, Spain.. (7) Based solely on information provided by Infisol 3000, S.L.,, Infisol 3000, S.L. has sole voting power and sole investment over 15,032,926 Class A Shares.
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.
Enric Asunción Escorsa is the Chief Executive Officer and a member of the Board. (4) Includes Mr. Lainz’s 206, 724 Class A Shares and 1,233,049 Class A Shares underlying stock options that are exercisable within 60 days of March 1, 2025. (5) Includes Mr.
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.
In the normal course of business, we enter into transactions and commercial arrangements with affiliates of Iberdrola, which, for the year ended December 31, 2024, involved sales of our chargers in an aggregate amount of €6.1 million which represents the same purchase price as is sold to unrelated third parties.
(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.
Mirro has sole voting power. 73 (10) Based solely on information provided by Inversiones Financieras Perseo, S.L.U.; Iberdrola, S.A., Iberdrola Participaciones S.A.U. and Inversiones Financieras Perseo S.L.U. have shared voting power and shared investment power over 22,838,678 Class A Shares. The address of the foregoing beneficial owners is Plaza Euskadi, 5, Bilbao (Bizkaia), Spain 48009.
(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.
(Eurofred Spain, S.L.)(11) 18,832,056 7.1 % — — 4.6 % Infisol 3000, S.L.(7) 15,032,926 5.7 % — — 3.7 % Consilium, S.L. (12) 17,212,252 6.5 % — — 4.2 % Seaya Ventures II, Fondo De Capital Riesgo(8) 11,505,865 4.3 % — — 2.8 % AM Gestió, S.L.(13) 15,607,439 5.9 % — — 3.8 % Generac Power Systems, Inc.
(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.
Marta Santacana Gri may be deemed the beneficial owner of (12) Based on information known to the Company, Consilium, S.L. has sole voting power and sole dispositive power over 17,212,252 Class A Shares. The address of the foregoing named beneficial owner is Plaza Europa 34, Planta 18, L’Hospitalet de Llobregat, Barcelona, Spain 08908.
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.
Registered Holders To our knowledge, 40,413,901 Class A Shares were held by 15 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.
During 2023, 99 public chargers were sold to Iberdrola under the letter of intent.
As of December 31, 2024, 113 public chargers were already sold to Iberdrola under the letter of intent.
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.
Dieter Zetsche — — — — * All executive officers and directors of Wallbox as a group (11 persons) 72,969,680 26.7 % 14,514,402 100.0 % 51.8 % 5% and Greater Shareholders Kariega Ventures, S.L.(3) 8,750,000 3.3 % 9,868,950 73.1 % 27.97 % Inversiones Financieras Perseo, S.L.U.(10) 22,838,678 8.6 % — — 5.5 % Orilla Asset Management, S.L.(6) 31,730,413 12.0 % — — 7.7 % Mingkiri, S.L.
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.
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) 9,533,266 3.6 % 10,644,217 73.3 % 28.16 % Jordi Lainz(4) 1,439,773 * — — * Eduard Castañeda 576,228 * 3,870,185 26.7 % 9.54 % Paolo Campinoti — — — — — Francisco Riberas(6) 31,730,413 12.0 % — — 7.7 % Pol Soler(7) 15,032,926 5.7 % — — 3.7 % Beatriz González Ordóñez(8) 11,505,865 4.3 % — — 2.8 % Donna J.
Unless otherwise indicated, the address of each person named below is c/o Wallbox N.V.
As of March 1, 2025, there were 265,451,432 Class A Shares outstanding and 13,500,793 Class B Shares outstanding. 72 Unless otherwise indicated, the address of each person named below is c/o Wallbox N.V. Carrer del Foc, 68 Barcelona, Spain 08038.
Removed
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.
Added
Private Placement Equity Offerings On August 5, 2024, we closed a private placement of Class A Shares, pursuant to which we sold 36,334,277 Class A Shares for aggregate gross proceeds of $45 million (€ 41.6 Million) to certain existing investors and strategic partners at a price of $1.24 per share.
Removed
Marta Santacana Gri has sole investment and dispositive power over the securities held of record by MINGKIRI, S.L. and shares investment and dispositive power over the securities held of record by Anangu Grup S.L. The address of the foregoing named reporting persons is Marquest de Sentmenat 97, Barcelona, Spain 08029.
Added
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 September 5, 2024.
Removed
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.
Added
On February 21, 2025, we closed a private placement of Class A Shares, pursuant to which we sold 26,707,142 Class A Shares for aggregate gross proceeds of $9.9 million (€ 9.4 million) to certain existing investors and strategic partners at a price of $0.37 per share. Iberdrola Iberdrola S.A.
Removed
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.
Added
On September 27, 2021, we, as buyer, entered into a Power Purchase Agreement (“PPA”) with Iberdrola Clientes, S.A.U.

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