|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
|
Wallbox N.V. (Name of Issuer) |
Class A Ordinary Shares, nominal value EUR 2.40 per share (Title of Class of Securities) |
(CUSIP Number) |
Teresa Olaya Mendez Florez C/ Alfonso XII, 16, Madrid, U3, 28014 34 670 24 17 35 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/30/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Orilla Asset Management, S.L. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SPAIN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,539,771.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Francisco Jose Riberas Mera | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SPAIN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,539,771.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Ordinary Shares, nominal value EUR 2.40 per share | |
| (b) | Name of Issuer:
Wallbox N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
CARRER DEL FOC, 68, BARCELONA,
SPAIN
, 08038. | |
Item 1 Comment:
This Amendment No. 1 (this "Amendment No. 1") amends and supplements the statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (the "SEC") on June 28, 2023 (the "Schedule 13D") by the Reporting Persons with respect to the Class A ordinary shares of Wallbox N.V., a public limited liability company organized under the laws of the Netherlands (the "Issuer"). Capitalized terms used but not otherwise defined in this Amendment No. 1 shall have the meanings ascribed to them in Schedule 13D. Except as specifically set forth herein, Schedule 13D remains unmodified and in full force and effect.
Effective July 3, 2025, the Issuer effected a 20-for-1 reverse stock split of its ordinary shares (the "Reverse Stock Split"), pursuant to which every twenty (20) Class A ordinary shares, nominal value EUR 0.12 per share, of the Issuer then issued and outstanding were automatically combined into one (1) Class A ordinary share, nominal value EUR 2.40 per share, of the Issuer (as so combined, the "Class A Ordinary Shares"), and the CUSIP number for the Class A Ordinary Shares was changed to N94209124. Unless otherwise indicated, all share and per share figures in this Amendment No. 1 give effect to the Reverse Stock Split. | ||
| Item 2. | Identity and Background | |
| (b) | Item 2(b) of Schedule 13D is hereby amended and supplemented as follows:
The business address of Mr. Riberas is hereby amended to C/ Alfonso XII, 16, 28014 Madrid, Spain.
The business address of Orilla Asset Management, S.L. is hereby amended to C/ Alfonso XII, 16, 28014 Madrid, Spain.
Except as set forth above, no other information in Item 2 of Schedule 13D is amended by this Amendment No. 1. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of Schedule 13D is hereby amended and supplemented by adding the following:
On June 30, 2026, Orilla Asset Management, S.L. acquired 501,361 Class A Ordinary Shares at a price of $2.7216 per share upon the conversion into Class A Ordinary Shares of the outstanding principal amount of, and accrued interest under, the Loan Agreement (as defined in Item 4 of this Amendment No. 1). The aggregate subscription price for such Class A Ordinary Shares was satisfied in full by set-off against the corresponding principal and accrued interest owed by the Issuer to Orilla Asset Management, S.L. under the Loan Agreement (as defined in Item 4 of this Amendment No. 1), and no additional cash consideration was paid by Orilla Asset Management, S.L. in connection with such acquisition. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of Schedule 13D is hereby amended and supplemented by adding the following:
On April 8, 2026, Orilla Asset Management, S.L., the Issuer and certain other parties entered into a bridge loan facility agreement (the "Loan Agreement") in connection with the Issuer's restructuring. On June 30, 2026, pursuant to a subscription agreement entered into between Orilla Asset Management, S.L. and the Issuer (the "2026 Subscription Agreement") and a related deed of issuance, the Issuer issued 501,361 Class A Ordinary Shares to Orilla Asset Management, S.L. at a price of $2.7216 per share. The subscription price was satisfied by set-off against the outstanding principal amount of, and accrued interest under, the Loan Agreement, thereby converting such principal and accrued interest into Class A Ordinary Shares and discharging the corresponding indebtedness.
The foregoing description of the 2026 Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the form of subscription agreement filed as Exhibit 2.1 to the Issuer's Report on Form 6-K filed with the Securities and Exchange Commission on July 2, 2026, which is incorporated herein by reference.
| ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information required by Items 5(a) and 5(b) is set forth in Rows 7 through 11 and 13 of the Cover Page for each Reporting Person and is incorporated herein by reference. The amounts reported in Rows 7 through 11 of the Cover Page for each Reporting Person are stated as of June 30, 2026, the date of the event requiring the filing of this Amendment No. 1, and the percentages reported in Row 13 are calculated based on the total number of Class A Ordinary Shares outstanding as of July 1, 2026, as provided by the Issuer.
Orilla Asset Management, S.L. is the record holder of the Class A Ordinary Shares reported herein. Mr. Riberas is the managing director and controlling shareholder of Orilla Asset Management, S.L., and as such, maintains voting and investment discretion with respect to the securities held. As a result, Mr. Riberas may be deemed to share beneficial ownership of the securities held of record by Orilla Asset Management, S.L.
| |
| (b) | The information set forth in Item 5(a) of this Amendment No. 1 is incorporated herein by reference. | |
| (c) | Except as described in Items 3 and 4 above, during the past 60 days, the Reporting Persons have not effected any transactions with respect to the Class A Ordinary Shares. | |
| (d) | None. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following:
The information set forth in Items 3 and 4 of this Amendment No. 1, including the descriptions of the Loan Agreement and 2026 Subscription Agreement, is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibit:
Exhibit 5: Form of Subscription Agreement providing for payment by set-off (incorporated by reference to Exhibit 2.1 to the Issuer's Report on Form 6-K filed on July 2, 2026). | ||
| 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.
|
|
|
|
|