PROSPECTUS SUPPLEMENT NO. 2
(to Prospectus dated September 29, 2021)
Volta Inc.
Up to 89,784,557 Shares of Class A Common Stock
Up to 24,529,111 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 5,933,333 Warrants
This prospectus supplement supplements the prospectus dated September 29, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-259676). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Reports on Form 8-K, filed with the Securities and Exchange Commission on February 14, 2022, February 14, 2022 and February 9, 2022 (the “Current Reports”). Accordingly, we have attached the Current Reports to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of up to (A) 116,019,569 shares of Class A Common Stock par value $0.0001 per share (“Class A Common Stock”), which consists of up to (i) 30,000,000 shares of Class A Common Stock issued in a private placement pursuant to subscription agreements entered into on February 7, 2021; (ii) 9,887,185 shares of Class A Common Stock that are issuable by us upon conversion of our Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) held by certain of our officers and directors; (iii) 8,625,000 shares of Class A Common Stock (the “Founder Shares”) originally issued in a private placement to Tortoise Sponsor II LLC (the “Sponsor”) in connection with the IPO and subsequently distributed to certain equityholders of Tortoise Acquisition Corp. II (“TortoiseCorp”); (iv) 5,933,333 shares of Class A Common Stock that are issuable by us upon the exercise of 5,933,333 warrants (the “Private Warrants”) originally issued in a private placement to the Sponsor in connection with the IPO (as defined in the Prospectus) of TortoiseCorp at an exercise price of $11.50 per share of Class A Common Stock; (v) 8,621,715 shares of Class A Common Stock that are issuable by us upon the exercise of 8,621,715 warrants originally issued in connection with the IPO at an exercise price of $11.50 per share of Class A Common Stock that were previously registered (the “Public Warrants”); (vi) 9,974,063 shares of Class A Common Stock that are issuable by us upon the exercise of 9,974,063 Assumed Warrants (as defined in the Prospectus) held by certain of our officers, directors and greater than 5% stockholders and their affiliated entities; (vii) 42,978,273 shares of Class A Common Stock issued upon consummation of our business combination pursuant to the Business Combination Agreement (as defined in the Prospectus) and held by certain of our officers, directors and greater than 5% stockholders and their affiliated entities; and (B) up to 5,933,333 Private Warrants.
Our Common Stock and Public Warrants are listed on the New York Stock Exchange under the symbols “VLTA” and “VLTA WS,” respectively. On February 11, 2022, the closing price of our Common Stock was $5.00 and the closing price for our Public Warrants was $1.66.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
See the section entitled “Risk Factors” beginning on page 14 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 14, 2022.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 9, 2022 (February 8, 2022)
VOLTA INC.
| (Exact name of registrant as specified in its charter) | ||||||||
| Delaware | 001-39508 | 35-2728007 | ||||||||||||||||||||||||||||||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||||
155 De Haro Street
San Francisco, CA 94103
San Francisco, CA 94103
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (888) 264-2208
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock, par value of $0.0001 per share | VLTA | New York Stock Exchange | ||||||||||||||||||||||||||||||||||||||||||
| Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | VLTA WS | New York Stock Exchange | ||||||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On February 8, 2022, Volta Inc. issued a press release announcing its continued expansion into the European market, specifically Switzerland, Germany, and France. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||||||||||||||||||||
| 99.1 | Volta Inc. Press Release dated February 8, 2022 | |||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VOLTA INC. | ||||||||||||||||||||||||||
| By: | /s/ Francois P. Chadwick | |||||||||||||||||||||||||
| Name: Francois P. Chadwick | ||||||||||||||||||||||||||
| Title: Chief Financial Officer | ||||||||||||||||||||||||||
Date: February 9, 2021
Exhibit 99.1
Volta Continues Its European Expansion With New Signings and Installations in Switzerland, Germany, and France
February 08, 2022 08:30 AM Eastern Standard Time
SAN FRANCISCO--(BUSINESS WIRE)--Volta Inc. (NYSE: VLTA), the industry leader in commerce and people-centric electric vehicle ("EV") charging, today provided an update on its activities in key European markets, highlighting new contracts for the installation of DC Fast and AC (Level 2) charging stations in the region, and the inaugural installation of Volta stalls at a retail location in France.
Volta has signed partnership deals with the global sporting goods chain Decathlon, starting in St. Gallen, Switzerland, and the movie theatre company Cineplex Group in Germany. Volta also recently celebrated the installation of its first charging stations in France at the popular restaurant Key West near Annecy. The company will continue to work with commercial properties and retail locations to bring charging stations to additional sites in Europe in the coming months.
"Europe continues to be a top priority in our expansion strategy, and it's been encouraging to see such a positive response from the market as we continue to connect clean miles to commerce and help our partners meet their business and climate goals," said Chris Wendel, Co-Founder and President of Volta. "Our intelligent charging network is built around understanding and guiding the ongoing shifts in consumer and driver behavior, which means better outcomes for businesses and shoppers alike. We look forward to continuing to grow our European footprint and cultivating more mutually-beneficial partnerships with our retail, commercial, and media partners along the way."
With high-impact, large-format digital screens located near the entrances of popular commercial properties and retail locations, Volta stations simultaneously serve as a demand-pull for EV adoption, attract loyal customers to sites, and allow brands to reach shoppers seconds before they enter a store to make a purchase. The build-out of Volta’s network is powered by best-in-class behavioral science and machine learning technology, allowing the company to deploy infrastructure intelligently and efficiently.
"My clients have adopted Volta's unique charging stations very quickly and enthusiastically," said Grégory Sabatier, Owner of Key West. "As soon as they turned on, customers showed satisfaction with the charging experience, while the advertising model aroused real interest in terms of local communication. I am very proud to be the first French site deployed with the Volta EU team."
Volta's Europe expansion is driven by experienced local teams of EV charging hardware and software engineers, SaaS experts, and digital outdoor media sales leaders operating out of initial offices in Berlin and Paris.
About Volta
Volta Inc. (NYSE: VLTA) is an industry leader in commerce-centric EV charging networks. Volta’s vision is to build EV charging networks that capitalize on and catalyze the shift from combustion-powered miles to electric miles by placing stations where consumers live, work, shop and play. By leveraging a data-driven understanding of driver behavior to deliver EV charging solutions that fit seamlessly into drivers’ daily routines, Volta’s goal is to benefit consumers, brands and real-estate locations while helping to build the infrastructure of the future. As part of Volta’s unique EV charging offering, its stations allow it to enhance its site hosts’ and strategic partners’ core commercial interests, creating a new means for them to benefit from the transformative shift to electric mobility. To learn more, visit www.voltacharging.com.
Forward-Looking Statements
This press release includes forward-looking statements, which are subject to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as “feel,” “believes,” expects,” “estimates,” “projects,” “intends,” “should,” “is to be,” or the negative of such terms, or other comparable terminology and include, among other things, statements regarding Volta’s strategy and other future events that involve risks and uncertainties. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: intense competition faced by Volta in the EV charging market and in its content activities; the possibility that Volta is not able to build on and develop strong relationships with real estate and retail partners to build out its charging network and content partners to expand its content sales activities; market conditions, including seasonality, that may impact the demand for EVs and EV charging stations or content on Volta’s digital displays; risks, cost overruns and delays associated with construction and installation of Volta’s charging stations; risks associated with any future expansion by Volta into additional international markets; cost increases, delays or new or increased taxation or other restrictions on the availability or cost of electricity; rapid technological change in the EV industry may require Volta to continue to develop new products and product innovations, which it may not be able to do successfully or without significant cost; the risk that Volta’s shift to including a pay-for-use charging business model and the requirement of mobile check-ins adversely impacts Volta’s ability to retain driver interest, content partners and site hosts; the EV market may not continue to grow as expected; and the ability to protect its intellectual property rights; and those factors discussed in Volta’s Registration Statement on Form S-1, under the heading “Risk Factors,” filed with the Securities and Exchange Commission (the “SEC”), as supplemented by Quarterly Reports on Form 10-Q, and other reports and documents Volta files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and Volta undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.
Contacts
Media / Press:
Jette Speights
jette@voltacharging.com
Investor / Analyst:
Katherine Bailon
katherine@voltacharging.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2022
VOLTA INC.
| (Exact name of registrant as specified in its charter) | ||||||||
| Delaware | 001-39508 | 35-2728007 | ||||||||||||||||||||||||||||||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||||
155 De Haro Street
San Francisco, CA 94103
San Francisco, CA 94103
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (888) 264-2208
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | |||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock, par value of $0.0001 per share | VLTA | New York Stock Exchange | |||||||||||||||||||||||||||||||||||||||||||||
| Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | VLTA WS | New York Stock Exchange | |||||||||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
On February 14, 2022, Volta Inc. filed a press release announcing an expansion of its relationship with Walgreens. A copy of the announcement is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||||||||||||||||||||
| 99.1 | Volta Inc. Press Release dated February 14, 2022 | |||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VOLTA INC. | ||||||||||||||||||||||||||
| By: | /s/ Francois P. Chadwick | |||||||||||||||||||||||||
| Name: Francois P. Chadwick | ||||||||||||||||||||||||||
| Title: Chief Financial Officer | ||||||||||||||||||||||||||
Date: February 14, 2021
Exhibit 99.1
VOLTA ANNOUNCES COLLABORATION EXPANSION WITH WALGREENS
Volta to target installing 1,000 DC fast charging stalls at over 500 Walgreens throughout the U.S.
SAN FRANCISCO, February 14, 2022 – Volta Inc. (NYSE: VLTA), the industry leader in commerce and people-centric electric vehicle ("EV") charging, today announced the expansion of its collaboration with Walgreens to target installing 1,000 DC (direct current) fast charging stalls at over 500 Walgreens throughout the U.S.
Volta provides seamless, universal, and reliable EV charging – centered on consumer behavior – located where people live, shop, work, and play. With unique charging stations that connect clean miles to commerce, Volta's intelligent network is among the most utilized in the U.S. Volta began working with Walgreens in 2019 and currently has stations across 49 of its stores.
"As we expand our DC Fast charging presence across the country, Walgreens is an ideal match for faster forms of Volta charging given the average time a Walgreens shopper typically spends in-store," said Scott Mercer, Founder and CEO of Volta. "Volta's intelligent charging network is built around understanding and anticipating consumer behavior. The next phase of our work with Walgreens will provide people with a quick, convenient, and meaningful charge that is tailored to their shopping experience while bringing us another step closer to a clean energy future."
With high-impact, large-format digital screens, Volta stations also double as an innovative, digital out-of-home advertising opportunity, allowing brands to reach shoppers seconds before they enter a store to make a purchase – simultaneously driving measurable business results and environmental impact. This unique functionality will be leveraged by Walgreens Advertising Group.
"Walgreens is committed to providing customers with new and different digital experiences alongside convenient solutions that help them lead healthier lives," said Luke Kigel, vice president of Walgreens integrated media and leader of Walgreens Advertising Group. "Volta's electric chargers allow Walgreens to seamlessly bring customers unique advertising and convenience experiences with eye-catching screens and quick, convenient charging to match their behavior, all while helping to build healthier communities through reducing vehicle emissions."
This agreement furthers Volta’s DC Fast charging expansion strategy and Walgreens’ support of initiatives that lower emissions and make the planet healthier for communities everywhere.
About Volta
Volta Inc. (NYSE: VLTA) is an industry leader in commerce-centric EV charging networks. Volta’s vision is to build EV charging networks that capitalize on and catalyze the shift from combustion-powered miles to electric miles by placing stations where consumers live, work, shop and play. By leveraging a data-driven understanding of driver behavior to deliver EV charging solutions that fit seamlessly into drivers’ daily routines, Volta’s goal is to benefit consumers, brands and real-estate locations while helping to build the infrastructure of the future. As part of Volta’s unique EV charging offering, its stations allow it to enhance its site hosts’ and strategic partners’ core commercial interests, creating a new means for them to benefit from the transformative shift to electric mobility. To learn more, visit www.voltacharging.com.
Forward-Looking Statements
This press release includes forward-looking statements, which are subject to the "safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements may be identified by words such as "feel,” “believes,” expects,” “estimates,” “projects,” “intends,” “should,” “is to be,” or the negative of such terms, or other comparable terminology and include, among other things, statements regarding Volta’s strategy and other future events that involve risks and uncertainties. Such forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein due to many factors, including, but not limited to: intense competition faced by Volta in the EV charging market and in its content activities; the possibility that Volta is not able to build on and develop strong relationships with real estate and retail partners to build out its charging network and content partners to expand its content sales activities; market conditions, including seasonality, that may impact the demand for EVs and EV charging stations or content on Volta’s digital displays; risks, cost overruns and delays associated with construction and installation of Volta’s charging stations; risks associated with any future expansion by Volta into additional international markets; cost increases, delays or new or increased taxation or other restrictions on the availability or cost of electricity; rapid technological change in the EV industry may require Volta to continue to develop new products and product innovations, which it may not be able to do successfully or without significant cost; the risk that Volta’s shift to including a pay-for-use charging business model and the requirement of mobile check-ins adversely impacts Volta’s ability to retain driver interest, content partners and site hosts; the EV market may not continue to grow as expected; and the ability to protect its intellectual property rights; and those factors discussed in Volta’s Registration Statement on Form S-1, under the heading “Risk Factors,” filed with the Securities and Exchange Commission (the “SEC”), as supplemented by Quarterly Reports on Form 10-Q, and other reports and documents Volta files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and Volta undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release.
Media Contacts:
Media / Press:
Jette Speights
jette@voltacharging.com
Investor / Analyst:
Katherine Bailon
katherine@voltacharging.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 14, 2022
VOLTA INC.
| (Exact name of registrant as specified in its charter) | ||||||||
| Delaware | 001-39508 | 35-2728007 | ||||||||||||||||||||||||||||||||||||||||||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||||||||||||||||||||||||||
155 De Haro Street
San Francisco, CA 94103
San Francisco, CA 94103
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (888) 264-2208
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||||||||
| Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock, par value of $0.0001 per share | VLTA | New York Stock Exchange | ||||||||||||||||||||||||||||||||||||||||||
| Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share | VLTA WS | New York Stock Exchange | ||||||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On February 14, 2022, Volta Inc. (the “Company”) posted an investor presentation to the investor section of its website at https://investors.voltacharging.com. Representatives of the Company intend to present some of or all of this information to current and prospective investors at various meetings. A copy of the investor presentation is attached as Exhibit 99.1 to this Current Report on Form 8-K
The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the slides is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the slide titled “Forward Looking Statements” in Exhibit 99.1 attached hereto.
The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the presentation attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number | Description | |||||||||||||||||||||||||
| 99.1 | Volta Inc. Presentation dated February 14, 2022 | |||||||||||||||||||||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VOLTA INC. | ||||||||||||||||||||||||||
| By: | /s/ Francois P. Chadwick | |||||||||||||||||||||||||
| Name: Francois P. Chadwick | ||||||||||||||||||||||||||
| Title: Chief Financial Officer | ||||||||||||||||||||||||||
Date: February 14, 2021
Exhibit 99.1
