On March 22, 2024, Wallbox and Wallbox USA Inc, as guarantors, and its wholly‑owned direct Spanish subsidiary, Wall Box Chargers, S.L.U., as borrower (“Wall Box Chargers”) entered into a Facility Agreement with Hong Kong and Shanghai Banking Corporation Limited (“HSBC”). The HSBC Facility Agreement provides for an Asset Based Lending commitment of €15.0 million (the “ HSBC Facility”), for which we had €15.0 million of borrowings outstanding under the HSBC Facility as of December 31, 2024 and €12 million as of June 30, 2025. The HSBC Facility is secured by certain stock rights. The HSBC Facility matures on the third anniversary of the HSBC Facility Closing Date. Wall Box Chargers is permitted to prepay the HSBC Facility in whole or in part upon notice thereof in accordance with the terms of the HSBC Facility Agreement. Upon an event of default specified in the HSBC Facility Agreement, the HSBC Facility may become due and payable in full upon provision of notice thereof in accordance with the terms of the HSBC Facility Agreement. The HSBC Facility Agreement contains affirmative and negative covenants, including without limitation a minimum cash requirement and restrictions on incurrence of additional debt, liens or fundamental changes. The HSBC Facility Agreement also contained financial covenants regarding maintenance as of the end of each closing month of a minimum of Current Ratio (Current Assets/Current Liabilities) calculated with some exclusions, of 1.25 and a minimum of an Inventory Turnover of 400 days. The HSBC Facility Agreement is governed by Spanish law. On December 31, 2024 we obtained a waiver issued by HSBC regarding the compliance with the covenants under the agreements governing our indebtedness. This waiver sets new covenant levels. On May 28, 2025, the Group formalized a new agreement to ensure the continued fulfillment of its debt obligations, this agreement includes a minimum cash covenant of €25 million.
On August 5, 2024, we close a private placement of Class A Shares, pursuant to which we sold 36,334,277 Class A Shares for aggregate gross proceeds of $45 million (€ 41.6 Million) to certain existing investors and strategic partners at a price of $1.24 per share. Pursuant to the registration rights we agreed to as part of the private placement, we filed a registration statement for the resale of the Class A Shares purchased in the private placement on September 5, 2024.
On November 11, 2024, the Group entered into a framework agreement with several financial institutions providing an 18-month grace period on debt repayments. Additionally, as part of the agreement, the financial institutions have committed to maintaining the short-term financing agreements in force at least until June 30, 2026 with a limit of Euro 84.2 million. The agreement included a clause requiring adherence from all relevant lenders by May 11, 2025. The loan and borrowings outstanding amounts from the lender included in the agreement as of December 31, 2024 amounts to Euro 88.2 million
On February 21, 2025, we close a private placement of Class A Shares, pursuant to which we sold 26,707,142 Class A Shares for aggregate gross proceeds of $9.9 million (€ 9.4 million) to certain existing investors and strategic partners at a price of $0.37 per share.
On April 8, 2025, all remaining financial institutions adhered to the framework agreement, previously disclosed, thereby formalizing the grace period on debt repayments and the waiver of financial covenant requirements for 2025, the agreement remains in force as of June 30, 2025, and includes, among other conditions a requirements to maintain a minimum of cash balance of Euro 35 million at the end of each month. In addition, during the first half of 2025, the Group has obtained a waiver of this minimum cash balance from the banks.
On June 2, 2025, we close a private placement of Class A Shares, pursuant to which we sold 22,458,944 Class A Shares for aggregate gross proceeds of $5.6 million (€5.0 million) to certain existing investors and strategic partners at a price of $0.25 per share.
On June 17, 2025, we close a private placement of Class A Shares with Entidad Pública Empresarial Sociedad Española para la Transformación Tecnológica ('SETT'), pursuant to which we sold 37,759,630 Class A Shares for aggregate gross proceeds of €8.4 million at a price of €0.22 per share.
Management has prepared detailed business and liquidity plans, including financial forecast extending through at least the following twelve months from the date of issuance of the interim condensed consolidated financial statements, which demonstrate the Company’s ability to meet its operational and financial obligations as they fall due. These plans incorporate a number of assumptions regarding revenue growth (sales volumes), gross margin performance driven by product mix and cost efficiencies, operating expense management, working capital optimization driven by inventory reduction, the ability to raise additional capital as well as renewing short-term credit lines and meeting covenants or obtaining waivers.
We believe that our sources of liquidity and capital will be sufficient to meet our business needs for at least the next twelve months. We also expect these sources of liquidity will be sufficient to fund our long‑term contractual obligations and capital needs. However, this is subject, to a certain extent, to general economic, financial, competitive, regulatory and other factors that are beyond our control. If we are unable to generate sufficient cash flows from operations in the future, we may have to obtain additional financing, which may include equity or debt issuances and/or credit financing. If we obtain additional capital by issuing equity, the interests of our existing shareholders will be diluted and, if we incur additional indebtedness, that indebtedness may contain significant financial and other covenants that may significantly restrict our operations.