| Item 1. | |
| (a) | Name of issuer:
Energy Vault Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
4165 East Thousand Oaks Blvd., Suite 100, Westlake Village, California 91362 |
| Item 2. | |
| (a) | Name of person filing:
Scoggin International Fund Ltd.,
Scoggin Management LP,
Scoggin GP LLC,
Curtis Schenker,
Craig Effron,
Scoggin Worldwide Fund Ltd.,
Old Bellows Partners LP,
Old Bell Associates LLC,
Dev Chodry,
Douglas Rothschild and
Michael Renoff |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of Scoggin International Fund Ltd. and Scoggin Worldwide Fund Ltd. is c/o Mourant Ozannes Corporate Services (Cayman) Ltd., 94 Solaris Avenue, Camana Bay, P.O. Box 1348, Grand Cayman, KY1-1108, Cayman Islands
The principal business address of each other Reporting Person is 654 Madison Avenue, New York, NY 10065. |
| (c) | Citizenship:
Scoggin International Fund Ltd. and Scoggin Worldwide Fund Ltd. - Cayman Islands
Scoggin Management LP, Scoggin GP LLC and Old Bellows Partners LP - Delaware
Old Bell Associates LLC - New York
Curtis Schenker, Craig Effron, Dev Chodry, Douglas Rothschild and Michael Renoff - United States of America |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share |
| (e) | CUSIP No.:
|
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Scoggin International Fund Ltd. - 8,550,000
Scoggin Management LP - 8,550,000
Scoggin GP LLC - 8,550,000
Curtis Schenker - 10,985,000
Craig Effron - 11,550,000
Scoggin Worldwide Fund Ltd. - 140,000
Old Bellows Partners LP - 140,000
Old Bell Associates LLC - 140,000
Dev Chodry - 276,000
Douglas Rothschild - 30,000
Michael Renoff - 135,000 |
| (b) | Percent of class:
Scoggin International Fund Ltd. - 4.70%
Scoggin Management LP - 4.70%
Scoggin GP LLC - 4.70%
Curtis Schenker - 6.04%
Craig Effron - 6.35%
Scoggin Worldwide Fund Ltd. - 0.08%
Old Bellows Partners LP - 0.08%
Old Bell Associates LLC - 0.08%
Dev Chodry - 0.15%
Douglas Rothschild - 0.02%
Michael Renoff - 0.07% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
Scoggin International Fund Ltd. - 8,550,000
Scoggin Management LP - 8,550,000
Scoggin GP LLC - 8,550,000
Curtis Schenker - 2,435,000
Craig Effron - 3,000,000
Scoggin Worldwide Fund Ltd. - 140,000
Old Bellows Partners LP - 140,000
Old Bell Associates LLC - 140,000
Dev Chodry - 276,000
Douglas Rothschild - 30,000
Michael Renoff - 135,000
|
| | (ii) Shared power to vote or to direct the vote:
Scoggin International Fund Ltd. - 0
Scoggin Management LP - 0
Scoggin GP LLC - 0
Curtis Schenker - 8,550,000
Craig Effron - 8,550,000
Scoggin Worldwide Fund Ltd. - 0
Old Bellows Partners LP - 0
Old Bell Associates LLC - 0
Dev Chodry - 0
Douglas Rothschild - 0
Michael Renoff - 0
|
| | (iii) Sole power to dispose or to direct the disposition of:
Scoggin International Fund Ltd. - 8,550,000
Scoggin Management LP - 8,550,000
Scoggin GP LLC - 8,550,000
Curtis Schenker - 2,435,000
Craig Effron - 3,000,000
Scoggin Worldwide Fund Ltd. - 140,000
Old Bellows Partners LP - 140,000
Old Bell Associates LLC - 140,000
Dev Chodry - 276,000
Douglas Rothschild - 30,000
Michael Renoff - 135,000
|
| | (iv) Shared power to dispose or to direct the disposition of:
Scoggin International Fund Ltd. - 0
Scoggin Management LP - 0
Scoggin GP LLC - 0
Curtis Schenker - 8,550,000
Craig Effron - 8,550,000
Scoggin Worldwide Fund Ltd. - 0
Old Bellows Partners LP - 0
Old Bell Associates LLC - 0
Dev Chodry - 0
Douglas Rothschild - 0
Michael Renoff - 0
See footnotes on cover pages which are incorporated by reference herein. The Reporting Persons may be deemed to constitute a "group" with one another for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934. As a result of the securities beneficially owned by the Reporting Persons, any such group may be deemed to collectively beneficially own 14,426,000 shares of common stock (including an aggregate of 2,875,000 shares of common stock issuable upon exercise of options beneficially owned by the Reporting Persons), or 7.93% of the outstanding Class A common stock.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
An aggregate of 1,172,500 shares of common stock reported herein as beneficially owned by Curtis Schenker are held directly by CJS LP and CP LP, the limited partners of which are members of Mr. Schenker's family. |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
| |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit B |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
|
Rule 13d-1(c)