As filed with the Securities and Exchange Commission on November 18, 2022

Registration No. 333-268347

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 1

TO

FORM F-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Wallbox N.V.

(Exact Name of Registrant as Specified in Its Charter)

The Netherlands	3790	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Carrer del Foc, 68

Barcelona, Spain 08038

Tel: +34 930 181 668

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Wallbox USA Inc.

800 W. El Camino Real, Suite 180

Mountain View, CA 94040

Tel: +1 (888) 787-5780

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Ryan J. Maierson Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, TX 77002 Tel: (713) 546-5400 Jose Antonio Sànchez Latham & Watkins LLP Plaza de la Independencia 6 Madrid 28001 Spain Tel: +34 91 791 5000 Michel van Agt Loyens & Loeff Parnassusweg 300 1081 LC Amsterdam The Netherlands Tel: +31 20 578 57 85

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

EXPLANATORY NOTE

Wallbox N.V. (the “Company”) is filing this Amendment No. 1 to its registration statement on Form F-3 (File No. 333-268347) originally filed on November 14, 2022 as an exhibit-only filing solely to file an updated Calculation of Filing Fee Tables as Exhibit 107, specifically to include securities on Table 3 thereof (relating to Combined Prospectuses) that were included in the exercise and resale prospectus contained in the prior F-3 filing but were not previously included on such Table 3. No registration fee is payable with respect to such securities because such securities are being transferred from the Prior Registration Statement (as such term defined in Exhibit 107) pursuant to Rule 429 of the Securities Act. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 9 of Part II of the registration statement, the signature pages to the registration statement, and the exhibits hereto. The prospectus and the balance of Part II of the registration statement are unchanged hereby and have been omitted.

PART II – INFORMATION NOT REQUIRED IN PROSPECTUS

Item 9. Exhibits

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit	Filing Date	File Herewith
1.1**	Form of Underwriting Agreement.
2.1*	Business Combination Agreement, dated as of June  9, 2021, by and among Kensington Capital Acquisition Corp. II, Wall Box Chargers, S.L., Wallbox B.V. and Orion Merger Sub Corp.	20-F	333-260652	4.1	4/29/22
3.1*	Articles of Association of Wallbox N.V.	6-K	001-40865	3.1	10/1/21
4.1*	Warrant Assignment, Assumption and Amended & Restated Agreement dated October 1, 2021.	20-F	333-260652	2.4	4/29/22
4.2**	Form of Warrant Agreement.
4.3**	Form of Rights Agreement.
4.4**	Form of Unit Agreement.
5.1*	Opinion of Loyens & Loeff.
5.2*	Opinion of Latham & Watkins LLP.
23.1*	Consent of BDO Bedrijfsrevisoren BV, independent registered public accounting firm.
23.2*	Consent of Loyens & Loeff (included in Exhibit 5.1).
23.3*	Consent of Latham & Watkins LLP (included in Exhibit 5.2).
24.1*	Power of Attorney (included on signature page of the registration statement).
107†	Calculation of Filing Fee Tables.

* Previously filed.

** To be filed by amendment or incorporated by reference in connection with the offering of the securities.

† Filed Herein.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Barcelona on the 18th day of November 2022.

Wallbox N.V.
By:	/s/ Enric Asunción Escorsa
	Name: Enric Asunción Escorsa
	Title: Chief Executive Officer

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on 18th day of November 2022.

Signature	Capacity
/s/ Enric Asunción Escorsa	Chief Executive Officer, Executive Director
Enric Asunción Escorsa	(Principal Executive Officer)
/s/ Jordi Lainz	Chief Financial Officer
Jordi Lainz	(Principal Financial and Principal Accounting Officer)
*	Non-Executive Director
Beatriz González Ordóñez
*	Non-Executive Director
Anders Pettersson
*	Non-Executive Director
Diego Diaz Pilas
*	Non-Executive Director
Francisco Riberas
*	Non-Executive Director
Pol Soler

*By:	/s/ Jordi Lainz
	Jordi Lainz Attorney-in-Fact

AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act, the undersigned, the duly authorized representative in the United States of Wallbox N.V., has signed this registration statement on the 18th day of November 2022.

Wallbox USA Inc.
By:	/s/ Douglas Alfaro
	Name: Douglas Alfaro
	Title: General Manager, North America