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May 10, 2023
Robert Piconi
Chief Executive Officer
Energy Vault Holdings, Inc.
4360 Park Terrace Drive, Suite 100
Westlake Village, CA 93161
Re:Energy Vault Holdings, Inc.
Post-Effective Amendment No. 1 to Form S-1 on Form S-3
Filed May 8, 2023
File No. 333-262720
Dear Robert Piconi:
            We have reviewed your post-effective amendment and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Post-Effective Amendment No. 1 filed May 8, 2023
Cover Page
1.Please disclose the methods by which the price for the private warrants will be
determined.  Refer to Instruction 2 to Item 501(b)(3) of Regulation S-K.  Disclose whether
there is an established public trading market for the private warrants or whether you
intend to apply for listing of the private warrants on any national securities exchange or
recognized trading system.  Revise accordingly references to "market prices" or "at the
market" when describing the method of determining the price for, or the offering of,
private warrants.  Make appropriate conforming changes to the plan of distribution
section.

 FirstName LastNameRobert Piconi
 Comapany NameEnergy Vault Holdings, Inc.
 May 10, 2023 Page 2
 FirstName LastName
Robert Piconi
Energy Vault Holdings, Inc.
May 10, 2023
Page 2
Incorporation by Reference, page iv
2.We note that your Form 10-K incorporates Part III information by reference to the
definitive proxy statement filed on April 17, 2023.  Please revise this section to
specifically incorporate by reference this proxy statement.  Refer to Item 12 of Form S-3.
We also note references to Forms 8-K filed before fiscal year-end, which are not required
to be incorporated by reference; please revise or advise.
Exhibits
3.Please request counsel to revise the opinion filed as Exhibit 5.1 to clearly opine as to the
Warrant Shares on a when-issued basis.  In this regard, we note the various tenses
included in the following paragraph, "The Warrant Shares shall have been duly registered
on the books of the transfer agent and registrar therefor in the name or on behalf of the
applicable Warrant holders, and have been issued by the Company upon exercise of the
Warrants against payment therefor (not less than par value) in the manner contemplated
by the Registration Statement, the Warrants and the Warrant Agreement. The issuance of
the Warrant Shares have been duly authorized by all necessary corporate action of the
Company, and the Warrant Shares are validly issued, fully paid and nonassessable;"
please reconcile.
4.Please revise your exhibit index to include all exhibits required pursuant to Item 16 of
Form S-3 and Item 601 of Regulation S-K.  Include, without limitation, the private
warrant agreement and other material agreements, including those filed with the
underlying Form S-1 and/or incorporated by reference to your Form 10-K.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Angelini at 202-551-3047 or Jay Ingram at 202-551-3397 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Samuel Rettew