Form SCHEDULE 13G Energy Vault Holdings, Filed by: SCOGGIN MANAGEMENT LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Energy Vault Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
02/27/2026 (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) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Scoggin International Fund Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,550,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.70 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: Includes 2,375,000 shares of common stock issuable upon exercise of options that are currently exercisable.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Scoggin Management LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,550,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.70 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Comprised of shares of common stock held by, and shares of common stock issuable upon exercise of options held by, Scoggin International Fund Ltd., of which Scoggin Management LP is the investment manager.
SCHEDULE 13G
|
| CUSIP No. |
| 1 | Names of Reporting Persons
Scoggin GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,550,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
4.70 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Comprised of shares of common stock held by, and shares of common stock issuable upon exercise of options held by, Scoggin International Fund Ltd. Scoggin GP LLC is the sole general partner of Scoggin Management LP, the investment manager of Scoggin International Fund Ltd.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Curtis Schenker | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
10,985,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.04 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The shares reported in lines 5 and 7 are comprised of (i) 586,250 shares of common stock held by CJS Partners, LP ("CJS LP"), (ii) 586,250 shares of common stock held by Carolyn Partners LP ("CP LP") and (iii) 1,262,500 shares of common stock held by Curtis Schenker. Curtis Schenker is the sole general partner of each of CJS LP and CP LP.
The shares reported in Lines 6 and 8 are comprised of 6,175,000 shares of common stock held by, and 2,375,000 shares of common stock issuable upon exercise of options held by, Scoggin International Fund Ltd. Curtis Schenker is a co-managing member of Scoggin GP LLC, which is the general partner of Scoggin Management LP, the investment manager of Scoggin International Fund Ltd.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Craig Effron | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
11,550,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
6.35 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The number of shares reported in lines 5 and 7 includes 500,000 shares of common stock issuable upon exercise of options that are currently exercisable.
The shares reported in lines 6 and 8 are comprised of 6,175,000 shares of common stock held by, and 2,375,000 shares of common stock issuable upon exercise of options held by, Scoggin International Fund Ltd. Craig Effron is a co-managing member of Scoggin GP LLC, which is the general partner of Scoggin Management LP, the investment manager of Scoggin International Fund Ltd.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Scoggin Worldwide Fund Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
140,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.08 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Old Bellows Partners LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
140,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.08 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
Comment for Type of Reporting Person: Comprised of shares of common stock held by, Scoggin Worldwide Fund Ltd., of which Old Bellows Partners LP is the investment manager.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Old Bell Associates LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
NEW YORK
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
140,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.08 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Comprised shares of common stock held by Scoggin Worldwide Fund Ltd. Old Bell Associates LLC is the sole general partner of Old Bellows Partners LP, the investment manager of Scoggin Worldwide Fund Ltd.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Dev Chodry | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
276,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.15 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Comprised of (i) 140,000 shares of common stock held by Scoggin Worldwide Fund Ltd. and (ii) 136,000 shares of common stock held by Dev Chodry. Dev Chodry is the managing member of Old Bell Associates LLC, which is the general partner of Old Bellows Partners LP, the investment manager of Scoggin Worldwide Fund Ltd.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Douglas Rothschild | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
30,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.02 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Michael Renoff | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
135,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.07 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| 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); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (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); | |
| (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. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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
| ||
| 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. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11. |
| 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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Exhibit Information
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Exhibit A. Joint Filing Agreement.
Exhibit B. Item 8 Statement. |
ATTACHMENTS / EXHIBITS