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May 31, 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. 2 to Form S-1 on Form S-3
Filed May 22, 2023
File No. 333-262720
Dear Robert Piconi:
            We have limited our review of your registration statement to those issues we have
addressed in our 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. 2 filed May 22, 2023
General
1.Please update information regarding share ownership and outstanding shares as of April 7,
2023, to reflect information as of the most recent practicable date.
2.We note that the opinion filed as Exhibit 5.1 relates to 71,202,366 resale shares, while
your registration statement registers 72,651,205 resale shares.  Please file a legal opinion
covering all the shares being registered.  In addition, please revise the legal matters
section of your registration statement to reflect that the opinion covers both shares and
private warrants.

 FirstName LastNameRobert Piconi
 Comapany NameEnergy Vault Holdings, Inc.
 May 31, 2023 Page 2
 FirstName LastName
Robert Piconi
Energy Vault Holdings, Inc.
May 31, 2023
Page 2
Exhibits
3.Please include the filing fee table required to be filed as Exhibit 107 by Item 601 of
Regulation S-K, or advise.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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