Form SCHEDULE 13D/A Wallbox N.V. Filed by: GENERAC HOLDINGS INC.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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Wallbox N.V. (Name of Issuer) |
Class A ordinary shares, nominal value 0.12 per share (Title of Class of Securities) |
(CUSIP Number) |
Raj Kanuru Generac Holdings Inc., S45 W29290 Hwy 59, Waukesha, WI, 53189 (262) 544-4811 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/09/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Generac Power Systems, Inc. | ||||||||
| 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)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
WISCONSIN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,455,778.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
19.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
GENERAC HOLDINGS INC. | ||||||||
| 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)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,455,778.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
19.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(3) GPS is the record holder of 1,904,802 Class A Shares issued pursuant to Subscription Agreements dated December 13, 2023 and July 30, 2024 and an aggregate of 885,085 warrants issued July 30, 2024 and October 9, 2025 (which became exercisable on April 9, 2026). GPS is a wholly owned subsidiary of Generac. Generac may be deemed to share beneficial ownership over the Class A Shares directly owned by GPS. As described in Item 3 hereto, shares with shared voting control includes the 665,891 Asuncion Shares pursuant to a Letter Agreement (as defined in Item 3). Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by GPS or Generac that it is the beneficial owner of the Asuncion Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act.
(4) Based on 16,798,563 Class A Shares outstanding as of March 1, 2026 as reported in the Issuer's Annual Report on Form 20-F filed on April 9, 2026.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A ordinary shares, nominal value 0.12 per share | |
| (b) | Name of Issuer:
Wallbox N.V. | |
| (c) | Address of Issuer's Principal Executive Offices:
CARRER DEL FOC, 68, CARRER DEL FOC, 68, BARCELONA,
SPAIN
, 08038. | |
Item 1 Comment:
This Amendment No. 1 to Schedule 13D ("Amendment No. 1") amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission on August 7, 2024 (the "Schedule 13D"), relating to the shares of Class A Common Stock, 0.12 nominal value per share (the "Class A Common Stock"), of Wallbox N.V., a Dutch limited liability company (naamloze vennootschap) (the "Issuer"). Capitalized terms used herein without definition shall have the meanings set forth in the Schedule 13D. This Amendment No. 1 is being filed to reflect a change in the percentage of shares of Class A Common Stock previously reported by the Reporting Persons as a result of (1) a 1:20 reserve stock split by the Issuer, (2) the issuance of warrants to the Reporting Person on October 9, 2025, which became exercisable on April 9, 2026 (3) a change in the outstanding shares of Class A Common Stock as reported by the Company. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
The information contained in Item 4 of this Amendment No. 1 incorporated by reference herein as a supplement to Item 3 to the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is supplemented by the following:
On October 9, 2025, the Company entered into a Warrant Agreement with GPS pursuant to which the Company granted GPS 229,938 warrants to purchase Class A Shares (the "Warrants"), which became exercisable on April 9, 2026 through July 30, 2028, for an equal number of the Company's Class A Shares, at an exercise price of up to $61.00 per Class A Share. The Warrants were granted in connection with certain anti-dilution rights held by GPS from prior issuances. No separate consideration was paid by GPS for the Warrants or Warrant Agreement.
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
The responses of the Reporting Persons with respect to Rows 7 through 13 of the cover pages of the Reporting Persons to this Amendment No. 1 are incorporated by reference herein.
By virtue of the Letter Agreement (as defined in Item 3 of the Schedule 13D) and the obligations and rights thereunder, the Reporting Persons may be deemed to be in a "group" with Kariega and Mr. Asuncion (as defined in Item 3 in the Schedule 13D) for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). This filing shall not be deemed an admission that such persons constitute a "group" for purposes of Section 13(d) of the Exchange Act and the Reporting Persons expressly disclaim such group membership.
Based on the information presented in Selling Securityholders in the Issuer's Annual Report on Form 20-F filed on April 9, 2026 (the "20-F"), Mr. Asuncion had sole voting and investment control over 665,891 Class A Shares (the "Asuncion Shares") and Kariega and Mr. Asuncion shared voting and investment control over an additional 212,211 Class B ordinary shares (the "Class B Shares"), each having ten votes per share. The number of shares that each Reporting Person beneficially owns does not take into account the Class B Shares. Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by GPS or Generac that it is the beneficial owner of the Asuncion Shares referred to herein for purposes of Section 13(d) or 13(g) of the Securities Exchange Act. The aggregate percentage of beneficial ownership of each of GPS and Generac is approximately 19.5% of the issued and outstanding Class A Shares of the Issuer. The percentage of the Class A Shares beneficially owned is based on 16,798,563 Class A Shares outstanding as of March 1, 2026 as reported in the 20-F.
To the knowledge of the Reporting Persons, none of the persons listed on Schedule A have any beneficial ownership of any Class A Shares.
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| (b) | The information set forth in Item 5(a) of this Amendment No. 1 is hereby incorporated by reference herein. | |
| (c) | Except for the transactions described in response to Item 4 above, which information is hereby incorporated by reference, none of the Reporting Persons, nor, to the knowledge of the Reporting Persons, any of the persons listed on Schedule A, have effected any transactions that may be deemed to be a transaction in the Class A Shares during the past 60 days. | |
| (d) | No other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Class A Shares that may be deemed to be beneficially owned by the Reporting Persons as provided for herein. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information contained in Item 3 of this Amendment No. 1 incorporated by reference herein as a supplement to Item 6 of the Schedule 13D. | ||
| Item 7. | Material to be Filed as Exhibits. | |
99.1 Joint Filing Agreement, by and between Generac Power Systems, Inc. and Generac Holdings Inc., dated August 5, 2024 (incorporated by reference from Exhibit 99.1 to the Reporting Person's Schedule 13D filed on August 7, 2024).
https://www.sec.gov/Archives/edgar/data/1866501/000143774924025235/ex_710192.htm
99.2 Subscription Agreement dated as of November 29, 2023 with Generac Power Systems, Inc. (incorporated by reference from Exhibit 2.2 to the Issuer's 6-K filed on December 4, 2023).
https://www.sec.gov/ix?doc=/Archives/edgar/data/0001866501/000095017024034441/wbx-20231231.htm
99.3 Letter Agreement, dated December 13, 2023, between Generac Power Systems, Inc and Wallbox N.V. (incorporated by reference from Exhibit 4.18 to the Issuer's Form 20-F filed on March 21, 2024).
https://www.sec.gov/Archives/edgar/data/1866501/000095017024034441/wbx-ex4_18.htm
99.4 Letter Agreement, dated December 13, 2023, between Kariega Ventures, S.L. and Wallbox N.V. (incorporated by reference from Exhibit 4.19 to the Issuer's Form 20-F filed on March 21, 2024).
https://www.sec.gov/Archives/edgar/data/0001866501/000095017024034441/wbx-ex4_19.htm
99.5 Form of Subscription Agreement dated as of July 30, 2024 (incorporated by reference from Exhibit 2.1 to the Issuer's 6-K filed on July 31, 2024).
https://www.sec.gov/Archives/edgar/data/1866501/000119312524189981/d880645dex21.htm
99.6 Schedule A.
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| 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.
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ATTACHMENTS / EXHIBITS