Securities and Exchange Commission
Washington, D.C. 20549
Schedule 13G
(Rule 13d-102)
Information to be Included in Statements Filed Pursuant
to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed
Pursuant to § 240.13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Wallbox N.V.
(Name of Issuer)
Class A Ordinary Shares
(Title of Class of Securities)
N94209108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. N94209108 | Schedule 13G | Page 1 of 7 |
| 1 | Names of Reporting Persons
KARIEGA VENTURES, S.L. | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 |
Citizenship or Place of Organization
Spain | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
0 | ||
| 6 | Shared Voting Power
18,618,950 | |||
| 7 | Sole Dispositive Power
0 | |||
| 8 | Shared Dispositive Power
18,618,950 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
18,618,950 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.0% | |||||
| 12 | Type of Reporting Person
FI | |||||
| CUSIP No. N94209108 | Schedule 13G | Page 2 of 7 |
| 1 | Names of Reporting Persons
Enric Asunción Escorsa | |||||
| 2 | Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
| |||||
| 3 | SEC Use Only
| |||||
| 4 |
Citizenship or Place of Organization
Spain | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With | 5 | Sole Voting Power
1,829,687 | ||
| 6 | Shared Voting Power
18,618,950 | |||
| 7 | Sole Dispositive Power
1,829,687 | |||
| 8 | Shared Dispositive Power
18,618,950 |
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
20,448,637 | |||||
| 10 | Check if the Aggregate Amount in Row (9) Excludes Certain Shares
Not Applicable | |||||
| 11 | Percent of Class Represented by Amount in Row 9
9.9% | |||||
| 12 | Type of Reporting Person
IN | |||||
| CUSIP No. N94209108 | Schedule 13G | Page 3 of 7 |
| ITEM 1. | (a) | Name of Issuer: | ||
| Wallbox N.V. (the “Issuer”). | ||||
| (b) | Address of Issuer’s Principal Executive Offices: | |||
| Carrer del Foc, 68, Barcelona, Spain 08038 | ||||
| ITEM 2. | (a) | Name of Person Filing: | ||
| Each of the following is hereinafter individually referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This statement is filed on behalf of: | ||||
| KARIEGA VENTURES, S.L. | ||||
| Enric Asunción Escorsa | ||||
| (b) | Address or Principal Business Office: | |||
| The principal business address of the Reporting Persons is Av. Diagonal 419, 4 Planta, Barcelona, Spain 08008. | ||||
| (c) | Citizenship of each Reporting Person is: | |||
| KARIEGA VENTURES, S.L. is organized under the laws of Spain. Enric Asunción Escorsa is a citizen of Spain. | ||||
| (d) | Title of Class of Securities: | |||
| Class A ordinary shares, nominal value €0.12 per share (“Class A Ordinary Shares”). | ||||
| (e) | CUSIP Number: | |||
| N94209108 | ||||
| ITEM 3. | ||||
| Not applicable. | ||||
| CUSIP No. N94209108 | Schedule 13G | Page 4 of 7 |
| ITEM 4. | Ownership. | |||||
| (a-c) | ||||||
| The ownership information presented below represents beneficial ownership of Class A Ordinary Shares of the Issuer as of December 31, 2023, based upon 187,541,600 Class A Ordinary Shares outstanding as of January 11, 2024, as disclosed in the Issuer’s Prospectus on Form 424B3 filed with the Securities and Exchange Commission on January 22, 2024. | ||||||
| Reporting Person | Amount beneficially owned |
Percent of class: |
Sole power to vote or to direct the vote: |
Shared power to vote or to direct the vote: |
Sole power to of: |
Shared power to dispose or to direct the disposition of: |
||||||||||||||||||
| KARIEGA VENTURES, S.L. |
18,618,950 | 9.0 | % | 0 | 18,618,950 | 0 | 18,618,950 | |||||||||||||||||
| Enric Asunción Escorsa |
20,448,637 | 9.9 | % | 1,829,687 | 18,618,950 | 1,829,687 | 18,618,950 | |||||||||||||||||
| KARIEGA VENTURES, S.L. is the beneficial owner of 18,618,950 Class A Ordinary Shares underlying the Class B Ordinary Shares of the Issuer held of record by KARIEGA VENTURES, S.L. Enric Asunción Escorsa is the record holder of (i) 1,054,420Class A Ordinary Shares, and (ii) and 775,267 shares of Class A Ordinary Shares underlying stock options that are vested or will vest within 60 days of December 31, 2023. | ||
| Enric Asunción Escorsa has sole investment and dispositive power over the securities held of record by KARIEGA VENTURES, S.L. As a result, Enric Asunción Escorsa may be deemed to share beneficial ownership over the securities reported herein. | ||
| ITEM 5. | Ownership of Five Percent or Less of a Class. | |
| Not applicable. | ||
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. | |
| Not applicable. | ||
| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | |
| Not applicable. | ||
| ITEM 8. | Identification and Classification of Members of the Group. | |
| Not applicable. | ||
| CUSIP No. N94209108 | Schedule 13G | Page 5 of 7 |
| ITEM 9. | Notice of Dissolution of Group. | |
| Not applicable. | ||
| ITEM 10. | Certification. | |
| Not applicable. | ||
| CUSIP No. N94209108 | Schedule 13G | Page 6 of 7 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 12, 2024
| KARIEGA VENTURES, S.L. | ||
| By: | /s/ Enric Asunción Escorsa | |
| Name: | Enric Asunción Escorsa | |
| Title: | General Manager | |
| Enric Asunción Escorsa | ||
| /s/ Enric Asunción Escorsa | ||
| CUSIP No. N94209108 | Schedule 13G | Page 7 of 7 |
LIST OF EXHIBITS
| Exhibit No. |
Description | |||||
| 99 | Joint Filing Agreement (previously filed). | |||||