As filed with the Securities and Exchange Commission on May 23, 2022.
Registration No. 333-259676
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 4789 | 35-2728007 | ||||||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) | ||||||
155 De Haro Street
San Francisco, CA 94103
(888) 264-2208
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Brandt Hastings
Volta Inc.
Interim Chief Executive Officer
155 De Haro Street
San Francisco, CA 94103
(888) 264-2208
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Albert W. Vanderlaan, Esq. Amanda Galton, Esq. Orrick Herrington & Sutcliffe LLP 405 Howard Street San Francisco, CA 94105 (415) 773-5700 | James DeGraw General Counsel 155 De Haro Street San Francisco, CA 94103 (888) 264-2208 | |||||||
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
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, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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. o
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. o
If this Form is a post-effective amendment filed pursuant to Rule 462(d) 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. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||
| x | Smaller reporting company | x | |||||||||
| Emerging growth company | x | ||||||||||
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 7(a)(2)(B) of the Securities Act. o
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, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-259676) (the “Registration Statement”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on September 21, 2021, is being filed to include information contained in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on April 15, 2022 and Quarterly Report on Form 10-Q for the three months ended March 31, 2022 filed with the SEC on May 13, 2022 and to update certain other information in the Registration Statement.
The information included in this filing amends the Registration Statement and the prospectus contained therein. No additional securities are being registered under this Post-Effective Amendment No. 1. All applicable registration fees were paid at the time of the original filing of the Registration Statement on September 21, 2021.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 (this “Post-Effective Amendment No. 1”) to the Registration Statement on Form S-1 (File No. 333-259676) (the “Registration Statement”), as originally declared effective by the Securities and Exchange Commission (the “SEC”) on September 21, 2021, is being filed to include information contained in the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC on April 15, 2022 and Quarterly Report on Form 10-Q for the three months ended March 31, 2022 filed with the SEC on May 13, 2022 and to update certain other information in the Registration Statement.
The information in this preliminary prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject to Completion. Dated May 23, 2022.
Volta Inc.
Up to 91,490,458 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 relates to the offer and sale from time to time by the selling security holders named in this prospectus (the “Selling Securityholders”) of up to (A) 116,019,569 shares of our Class A common stock, par value $0.0001 per share (the “Volta Class A Common Stock”), which consists of up to (i) 30,000,000 shares of Volta Class A Common Stock issued in a private placement pursuant to subscription agreements entered into on February 7, 2021; (ii) 9,491,850 shares of Volta Class A Common Stock that were issued by us upon conversion of our Class B common stock, par value $0.0001 per share (the “Volta Class B Common Stock”) held by certain stockholders; (iii) 395,335 shares of Volta Class A Common Stock that are issuable by us upon conversion of Volta Class B Common Stock held by certain of our stockholders; (iv) 8,625,000 shares of Volta Class A Common Stock (the “Founder Shares”) originally issued in a private placement to Tortoise Sponsor II LLC (the “Sponsor”) in connection with the initial public offering (the “IPO”) of Tortoise Acquisition Corp. II, our predecessor company (“Tortoise Corp II”), and subsequently distributed to the equity holders of the Sponsor; (v) 5,933,333 shares of Volta 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 TortoiseEcofin Borrower LLC in connection with the IPO of Tortoise Corp II at an exercise price of $11.50 per share of Volta Class A Common Stock; (vi) 8,621,715 shares of Volta 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 Stock that were previously registered (the “Public Warrants”); (vii) 9,974,063 shares of Volta Class A Common Stock that are issuable by us upon the exercise of 9,974,063 Assumed Warrants (as defined below and, together with the Private Warrants and the Public Warrants, the “Volta Warrants”) held by certain of our officers, directors and greater than 5% stockholders and their affiliated entities; (viii) 42,978,273 shares of Volta Class A Common Stock issued upon consummation of our business combination pursuant to the Business Combination Agreement (as defined below) 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.
On August 27, 2021 (the “Closing Date”), Tortoise Corp II, consummated the previously announced mergers contemplated by the Business Combination Agreement and Plan of Reorganization, dated as of February 7, 2021 (the “Business Combination Agreement”), by and among Tortoise Corp II, SNPR Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Tortoise Corp II (“First Merger Sub”), SNPR Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Tortoise Corp II (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”) and Volta Industries, Inc., a Delaware corporation (“Legacy Volta”).
As contemplated by the Business Combination Agreement, on August 2, 2021, Tortoise Corp II filed a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and filed a certificate of incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which it was domesticated and continued as a Delaware corporation (the “Domestication”). Pursuant to the terms of the Business Combination Agreement, following the consummation of the Domestication, First Merger Sub merged with and into Legacy Volta (the “First Merger”), with Legacy Volta surviving the First Merger as a wholly owned subsidiary of Tortoise Corp II (the “Surviving Corporation”), immediately followed by the Surviving Corporation merging with and into Second Merger Sub (the “Second Merger,” together with the First Merger, the “Mergers”, and together with the other transactions related thereto, the “Reverse Recapitalization”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of Tortoise Corp II. On the Closing Date, and in connection with the closing of the Reverse Recapitalization (the “Closing”), we changed our name from Tortoise Acquisition Corp. II to Volta Inc.
We are registering the securities described above for resale pursuant to, among other things, the Selling Securityholders’ registration rights under certain agreements between us and the Selling Securityholders. Our registration of the securities covered by
this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of Volta Class A Common Stock or Volta Warrants, except with respect to amounts received by us upon the exercise of the Volta Warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of Volta Class A Common Stock or Volta Warrants. See “Plan of Distribution” beginning on page 144 of this prospectus.
Our Volta Class A Common Stock and Public Warrants are listed on the New York Stock Exchange under the symbols “VLTA” and “VLTA WS,” respectively. On May 16, 2022, the last reported sales price of the Volta Class A Common Stock was $2.27 per share and the last reported sales price of our Public Warrants was $0.51 per warrant.
We are an “emerging growth company” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, have elected to comply with certain reduced disclosure and regulatory requirements.
Investing in our securities involves risks. See the section entitled “Risk Factors” beginning on page 7 of this 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 is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2022.
TABLE OF CONTENTS
Prospectus
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You should rely only on the information provided in this prospectus, as well as the information incorporated by reference into this prospectus and any applicable prospectus supplement. Neither we nor the Selling Securityholders have authorized anyone to provide you with different information. Neither we nor the Selling Securityholders are making an offer of these securities in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus, any applicable prospectus supplement or any documents incorporated by reference is accurate as of any date other than the date of the applicable document. Since the date of this prospectus and the documents incorporated by reference into this prospectus, our business, financial condition, results of operations and prospects may have changed.
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”) using the “shelf” registration process. Under this shelf registration process, the Selling Securityholders may, from time to time, sell the securities offered by them described in this prospectus. We will not receive any proceeds from the sale by such Selling Securityholders of the securities offered by them described in this prospectus. This prospectus also relates to the issuance by us of the shares of Volta Class A Common Stock issuable upon the exercise of any Volta Warrants. We will receive proceeds from any exercise of the Volta Warrants for cash.
Neither we nor the Selling Securityholders have authorized anyone to provide you with any information or to make any representations other than those contained in this prospectus or any applicable prospectus supplement or any free writing prospectuses prepared by or on behalf of us or to which we have referred you. Neither we nor the Selling Securityholders take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither we nor the Selling Securityholders will make an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
We may also provide a prospectus supplement or post-effective amendment to the registration statement to add information to, or update or change information contained in, this prospectus. You should read both this prospectus and any applicable prospectus supplement or post-effective amendment to the registration statement together with the additional information to which we refer you in the sections of this prospectus entitled “Where You Can Find More Information.”
Unless the context indicates otherwise, references in this prospectus to the “Company,” “Volta,” “we,” “us,” “our” and similar terms refer to Volta Inc. (f/k/a Tortoise Acquisition Corp. II) and its consolidated subsidiaries. References to “Tortoise Corp II” refer to our predecessor company prior to the consummation of the Reverse Recapitalization.
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CERTAIN DEFINED TERMS
Unless the context otherwise requires, references in this prospectus to:
•“A&R Warrant Agreement” are to the Amended and Restated Warrant Agreement, dated August 26, 2021, between Volta, Computershare Inc. and Computershare Trust Company, N.A., collectively as warrant agent;
•“Assumed Warrants” are to the resulting warrants from the automatic conversion at the Effective Time of each Legacy Volta Warrant outstanding immediately prior to the Effective Time into a warrant to purchase a number of shares of Volta Class A Common Stock equal to the product of (a) the number of shares of Legacy Volta Common Stock or Legacy Volta Preferred Stock subject to such Legacy Volta Warrant and (b) 1.2135, rounding down to the nearest whole number of shares, at an exercise price per share equal to (i) the exercise price per share for the shares of Legacy Volta Common Stock or Legacy Volta Preferred Stock subject to such Legacy Volta Warrant divided by (ii) 1.2135, rounding up to the nearest whole cent;
•“Reverse Recapitalization” are to the First Merger, the Second Merger and all other transactions contemplated by the Business Combination Agreement;
•“Business Combination Agreement” are to that certain Business Combination Agreement and Plan of Reorganization, dated as of February 7, 2021, by and among Tortoise Corp II, First Merger Sub, Second Merger Sub and Legacy Volta;
•“Reverse Recapitalization Shares” are to the shares of Volta Class A Common Stock issued upon consummation of the Reverse Recapitalization pursuant to the Business Combination Agreement and held by certain of Volta’s officers, directors and greater than 5% stockholders and their affiliated entities;
•“Class A Ordinary Shares” are to the Class A ordinary shares of Tortoise Corp II, par value $0.0001 per share;
•“Class B Ordinary Shares” are to the Class B ordinary shares of Tortoise Corp II, par value $0.0001 per share;
•“Closing” are to the closing of the Reverse Recapitalization;
•“Code” are to the Internal Revenue Code of 1986, as amended;
•“Conversion” are to the conversion of each share of Legacy Volta Preferred Stock into a number of shares of Legacy Volta Class B Common Stock immediately prior to the Effective Time at the then-effective conversion rate as calculated pursuant to the Legacy Volta Charter;
•“Effective Time” are to the date and time at which the First Merger becomes effective;
•“First Merger” are to the merger of First Merger Sub with and into Legacy Volta, with Legacy Volta surviving the merger as a wholly owned subsidiary of Volta;
•“First Merger Sub” are to SNPR Merger Sub I, Inc., a Delaware corporation and a direct wholly owned subsidiary of Tortoise Corp II;
•“Founder Shares” are, if prior to the Effective Time, to the Class B Ordinary Shares of Tortoise Corp II, and if after the Effective Time, to the shares of Volta Class A Common Stock originally issued in a private placement to the Sponsor in connection with the IPO subsequently distributed to certain equityholders of Tortoise Corp II;
•“Historical Rollover Shareholders” are to the holders of shares of Volta Common Stock that will be issued in exchange for all outstanding shares of Legacy Volta’s Common Stock, par value $0.001 in the Reverse Recapitalization;
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•“Initial Public Offering” or “IPO” are to Tortoise Corp II’s initial public offering of units, which closed on September 15, 2020;
•“initial shareholders” are to the holders of Tortoise Corp II’s Founder Shares, which includes the Sponsor, Tortoise Corp II’s independent directors and Tortoise Borrower;
•“IRS” are to the Internal Revenue Service;
•“Legacy Volta” are to Volta Industries, Inc., a Delaware corporation;
•“Legacy Volta Charter” are to the Amended and Restated Certificate of Incorporation of Legacy Volta dated December 22, 2020;
•“Legacy Volta Class A Common Stock” are to the shares of Legacy Volta’s Class A Common Stock, par value $0.001 per share;
•“Legacy Volta Class B Common Stock” are to the shares of Legacy Volta’s Class B Common Stock, par value $0.001 per share;
•“Legacy Volta Common Stock” are to shares of Legacy Volta Class A Common Stock and Legacy Volta Class B Common Stock;
•“Legacy Volta Non-Plan Options” are to all options to purchase shares of Legacy Volta Class B Common Stock granted outside the terms and conditions of the Legacy Volta Option Plan;
•“Legacy Volta Options” are to all outstanding options to purchase shares of Legacy Volta Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Effective Time under the Legacy Volta Option Plan (not including any Legacy Volta Warrants or Legacy Volta Non-Plan Options);
•“Legacy Volta Option Plan” are to the Volta Industries, Inc. 2014 Equity Incentive Plan, adopted December 15, 2014 and last amended December 26, 2018, as such Equity Incentive Plan may have been amended, supplemented or modified from time to time;
•“Legacy Volta Outstanding Shares” are to the total number of shares of Legacy Volta Common Stock outstanding immediately prior to the Effective Time, expressed on a fully-diluted and as-converted to Legacy Volta Common Stock basis (including any shares of Legacy Volta Restricted Stock), and including, without limitation or duplication, (a) the number of shares of Legacy Volta Class B Common Stock issuable upon conversion of the Legacy Volta Preferred Stock pursuant to the Conversion, (b) the number of shares of Volta Common Stock that are issuable upon the net exercise of Legacy Volta Options and Legacy Volta Non-Plan Options that are unexpired, issued and outstanding as of immediately prior to the Effective Time, assuming that the fair market value of one share of Legacy Volta Common Stock issuable pursuant to a Legacy Volta Option or Legacy Volta Non-Plan Option in accordance with the terms of such Legacy Volta Option or legacy Volta Non-Plan Option equals (x) the 1.2135 multiplied by (y) $10.00, and (c) the number of shares of Legacy Volta Common Stock that are issuable upon the net exercise of Legacy Volta Warrants that are unexpired, issued and outstanding as of immediately prior to the Effective Time, assuming that the fair market value of one share of Legacy Volta Common Stock issuable pursuant to a Legacy Volta Warrant in accordance with the terms of such Legacy Volta Warrant equals the (x) 1.2135 multiplied by (y) $10.00;
•“Legacy Volta Restricted Stock” are to the outstanding unvested restricted shares of Legacy Volta Common Stock issued pursuant to the Legacy Volta Option Plan, including any shares of Legacy Volta Common Stock issued pursuant to early-exercised Legacy Volta Options to purchase shares of Volta Common Stock;
•“Legacy Volta Preferred Stock” are to the Legacy Volta Series A Preferred Stock, the Legacy Volta Series B Preferred Stock, the Legacy Volta Series C Preferred Stock, the Legacy Volta Series C-1 Preferred Stock,
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the Legacy Volta Series C-2 Preferred Stock, the Legacy Volta Series D Preferred Stock and the Legacy Volta Series D-1 Preferred Stock;
•“Legacy Volta Series A Preferred Stock” are to the shares of Volta Preferred Stock designated as Series A Preferred Stock in the Volta Charter;
•“Legacy Volta Series B Preferred Stock” are to the shares of Volta Preferred Stock designated as Series B Preferred Stock in the Volta Charter;
•“Legacy Volta Series C Preferred Stock” are to the shares of Volta Preferred Stock designated as Series C Preferred Stock in the Volta Charter;
•“Legacy Volta Series C-1 Preferred Stock” are to the shares of Volta Preferred Stock designated as Series C-1 Preferred Stock in the Volta Charter;
•“Legacy Volta Series C-2 Preferred Stock” are to the shares of Volta Preferred Stock designated as Series C-2 Preferred Stock in the Volta Charter;
•“Legacy Volta Series D Preferred Stock” are to the shares of Volta Preferred Stock designated as Series D Preferred Stock in the Volta Charter;
•“Legacy Volta Series D-1 Preferred Stock” are to the shares of Volta Preferred Stock designated as Series D-1 Preferred Stock in the Volta Charter;
•“Legacy Volta Warrants” are to the warrants to purchase Legacy Volta Common Stock or Legacy Volta Preferred Stock outstanding immediately prior to the Effective Time;
•“management” or our “management team” are to our officers and directors;
•“NYSE” are to the New York Stock Exchange;
•“Ordinary Shares” are to the Class A Ordinary Shares and the Class B Ordinary Shares;
•“Organizational Documents” are to the Volta Charter and Volta Bylaws;
•“PIPE Financing” are to subscription agreements, each dated February 7, 2021, with certain accredited investors pursuant to which the investors agreed to purchase 30,000,000 shares of Volta Class A Common Stock in a private placement for an aggregate purchase price of $300,000,000, entered into in connection with the execution of the Business Combination Agreement;
•“Private Warrants” are to the warrants originally issued to Tortoise Borrower in a private placement simultaneously with the closing of the IPO;
•“Public Warrants” are to the warrants originally sold as part of the units in the IPO (whether they were purchased in the IPO or thereafter in the open market);
•“SEC” are to the U.S. Securities and Exchange Commission;
•“Second Merger” are to the merger of Volta (as the surviving entity of the First Merger) with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of Volta;
•“Second Merger Sub” are to SNPR Merger Sub II, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Tortoise Corp II;
•“Selling Securityholders” are to the selling securityholders named in this prospectus;
•“Sponsor” are to Tortoise Sponsor II LLC, a Cayman Islands limited liability company;
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•“Tortoise Borrower” are to TortoiseEcofin Borrower, LLC, a Delaware limited liability company and an affiliate of the Sponsor;
•“Tortoise Corp II” are to Tortoise Acquisition Corp. II, a Cayman Islands exempted company;
•“Trust Account” are to the trust account maintained by JP Morgan Chase Bank, N.A. that holds the proceeds (including interest not previously released to Tortoise Corp II for working capital purposes) from the IPO and a concurrent private placement of Private Warrants to Tortoise Borrower;
•“Units” are to the units sold in the IPO, each of which consists of one Class A Ordinary Share and one-fourth of one Public Warrant;
•“U.S. GAAP” are to the generally accepted accounting principles in the United States;
•“Volta” are to Volta Inc., a Delaware corporation;
•“Volta Board” are to the board of directors of Volta;
•“Volta Bylaws” are to the Bylaws of Volta dated August 26, 2021, as the same may be amended, supplemented or modified from time to time;
•“Volta Charter” are to the Certificate of Incorporation of Volta dated August 26, 2021, as the same may be amended, supplemented or modified from time to time;
•“Volta Class A Common Stock” are to the shares of Class A common stock, par value $0.0001 per share, of Volta;
•“Volta Class B Common Stock” are to the shares of Class B common stock, par value $0.0001 per share, of New Volta;
•“Volta Common Stock” are to the shares of Volta Class A Common Stock and Volta Class B Common Stock;
•“Volta Founder Plan” are to Volta’s Founder Incentive Plan;
•“Volta Options” are to options to purchase shares of Volta Class A Common Stock and options to purchase shares of Volta Class B Common Stock;
•“Volta Option Plan” are to the Volta Inc. 2021 Equity Incentive Plan, adopted August 26, 2021, as such Equity Incentive Plan may have been amended, supplemented or modified from time to time;
•“Volta Preferred Stock” are to the shares of preferred stock, par value $0.0001 per share, of Volta;
•“Volta Restricted Stock” are to the outstanding unvested restricted shares of Volta Common Stock issued pursuant to the Volta Option Plan, including any shares of Volta Common Stock issued pursuant to early-exercised Volta Options to purchase shares of Volta Common Stock; and
•“Volta Warrants” are to the warrants to purchase Volta Class A Common Stock into which each of the Legacy Volta Warrants, the Private Warrants and the Public Warrants converted into at the Effective Time.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and any accompanying prospectus supplement contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are forward-looking and as such are not historical facts. These forward-looking statements include, without limitation, statements regarding the benefits of the Reverse Recapitalization, future financial performance, business strategies, expansion plans, future operations, future operating results, estimated revenues, losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on our management’s current expectations, estimates, projections and beliefs, as well as a number of assumptions concerning future events, and are not guarantees of performance. Such statements can be identified by the fact that they do not relate strictly to historical or current facts. When used in this prospectus and any accompanying prospectus supplement, words such as “outlook,” “believes,” “expects,” “potential,” “continues,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “predicts,” “intends,” “plans,” “estimates,” “anticipates,” “projects” or the negative version of these words or other comparable words or phrases, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The following factors among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
•intense competition faced by Volta in the electric vehicle (“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;
•any potential loss of, or defects in products or components supplied by, Volta’s suppliers and manufacturers, some of which are single source suppliers and may also be early stage companies;
•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;
•new or changing government regulation, for example a reduction in incentives from governments or utilities, may adversely impact Volta’s current business activities or reduce demand for EVs;
•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;
•any undetected defects, errors or bugs in Volta’s charging stations or mobile application platform;
•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;
•the impact of competing technologies that could reduce the demand for EVs;
•data security breaches or other network outages;
•Volta’s ability to obtain or maintain the listing of Volta Class A Common Stock on the NYSE;
•Volta’s ability to realize the anticipated benefits of the Reverse Recapitalization, which may be affected by, among other things, competition and the ability of Volta to grow and manage growth profitably;
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•Volta’s success in retaining or recruiting, or changes in, its officers, key employees or directors;
•changes in applicable laws or regulations;
•the risk that additional funds to fully execute on Volta’s business strategy may not be available to Volta when needed;
•the risk that Volta’s forecasted operating results and projections and its estimates of market opportunity and forecasts of market growth may prove to be inaccurate;
•the possibility that COVID-19 may adversely affect the results of operations, financial position and cash flows of Volta;
•the risk that Volta may fail to effectively build scalable and robust processes to manage the growth of its business and to expand its geographic footprint; and
•the possibility that Volta may be adversely affected by other economic, business or competitive factors.
The forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in the section entitled “Risk Factors.” Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
The forward-looking statements made by us in this prospectus and any accompanying prospectus supplement speak only as of the date of this prospectus and the accompanying prospectus supplement. Except to the extent required under the federal securities laws and rules and regulations of the SEC, we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue reliance on these forward-looking statements.
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PROSPECTUS SUMMARY
The following summary highlights selected information contained elsewhere in this prospectus and does not contain all of the information that you should consider in making your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including our consolidated financial statements and the related notes included in this prospectus and the information set forth under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
The Company
Volta Inc. is a holding company for its wholly owned subsidiaries, Volta Charging Industries, LLC, Volta Charging, LLC, Volta Charging Services, LLC, Volta Canada Inc., Volta Charging Germany GmbH, Volta France SARL, Volta Rakko B.V., Rakko Holding B.V., and Volta Media, LLC (inactive) (collectively, the “Company” or “Volta”). Volta’s mission is to build the fueling infrastructure of the future. Volta’s vision is to create an electric vehicle (“EV”) charging network that capitalizes on and catalyzes the shift from gas cars to electric cars. Volta places its charging stations in high traffic public locations that driver and consumer behavior data suggest are stopping points in EV drivers' daily routines. Located near the entrances of the retail and other commercial facilities at these locations, the digital display screens on Volta's media enabled stations offer its media partners the opportunity to advertise to potential consumers just before they enter that facility. By both attracting EV drivers to a particular location to run an errand that was on their to-do list and providing a high impact advertising opportunity just before a purchasing decision may be made, Volta's charging stations allow it to enhance its site and media partners' core commercial interests.
Founded in 2010, Volta primarily owns, operates and maintains EV charging stations and has expanded its network across the United States to include 2,472 chargers across 26 states and territories that generated over 275,000 estimated charging sessions per month on average for the three months ended March 31, 2022, forming one of the most utilized charging networks in the United States on a station-by-station basis. Additionally, in 2021, Volta expanded its international footprint, opening offices in Paris, France, Berlin, Germany, and Montreal, Canada and commenced installation of its first stations in Europe. In order to achieve its mission, Volta has invested and intends to continue investing in its workforce as it seeks to attract and retain top-level talent in a highly competitive hiring environment.
Volta’s business entails partnering with real estate and retail partners with national and regional multi-site portfolios of commercial and retail properties, as well as municipalities and local business owners, to locate and deploy its EV charging stations in premier locations. These site hosts span a wide array of industries and locations, including retail centers, grocery stores, pharmacies, movie theaters, parking lots, healthcare/medical facilities, municipalities, sport and entertainment venues, parks and recreation areas, restaurants, schools and universities, certain transit and fueling locations and office buildings and other locations. Volta generally signs long-term contracts to locate its charging stations at site host properties and grows its footprint over time as its station utilization justifies further capital investment in its EV charging infrastructure. Volta also sells charging stations to certain business partners, while continuing to perform related installation, operation and maintenance services. For both Volta-owned and partner-owned media-enabled charging stations, Volta sells media display time on the charging stations’ digital displays to its media and advertising partners. In addition, while Volta currently provides free charging services to drivers who use its charging stations (meaning that drivers can charge their EVs at no cost to them), Volta intends to introduce a business model that includes pay-for-use by the driver charging in the future, which it has begun testing in limited locations. Unlike some of its competitors in the EV charging industry, Volta’s network has the ability to draw on several sources of revenue to build earlier and stronger unit economics than other solutions currently available in the market, by tapping into multiple commercial opportunities, consisting of the sale of advertising content on its charging station digital displays to its commercial partners, installation, operation and maintenance services related to its charging stations, license or service fees from the licensing of Volta’s proprietary software tools, the sale of low-carbon fuel standard (“LCFS”) credits and, in the future, fees associated with pay-for-use by the driver charging services.
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Volta focuses on optimizing its network deployment for capital and electrical grid efficiency using a data-driven approach powered by its PredictEVTM tool. Volta is building a network that has at its core the objective of delivering the most electric miles per dollar invested.
Corporate Information
We were incorporated on July 24, 2020 as a Cayman Islands exempted company under the name Tortoise Acquisition Corp. II for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. On September 15, 2020, Tortoise Corp II completed its initial public offering. On August 27, 2021, Tortoise Corp II consummated the Reverse Recapitalization with Volta pursuant to the Business Combination Agreement. In connection with the Reverse Recapitalization, Tortoise Corp II changed its name to Volta Inc.
Our principal executive offices are located at 155 De Haro St, San Francisco, California 94103. Our telephone number is (888) 264-2208. Our website address is www.voltacharging.com. Information contained on our website or connected thereto does not constitute part of, and is not incorporated by reference into, this prospectus or the registration statement of which it forms a part.
Volta, the Volta logo and our other registered or common law trademarks, service marks or trade names appearing in this prospectus are the property of Volta. Other trademarks, service marks and trade names used in this prospectus are the property of their respective owners.
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The Offering
Issuer | Volta Inc. (f/k/a Tortoise Acquisition Corp. II). | ||||
Issuance of Volta Class A Common Stock | |||||
Shares of Volta Class A Common Stock offered by us | 34,416,296 shares of Volta Class A Common Stock, consisting of •9,491,850 shares of Volta Class A Common Stock that were issued upon the conversion of 9,491,850 shares of Volta Class B Common Stock; •395,335 shares of Volta Class A Common Stock that are issuable upon conversion of 395,335 outstanding shares of Volta Class B Common Stock; •5,933,333 shares of Volta Class A Common Stock that are issuable upon the exercise of 5,933,333 Private Warrants; •8,621,715 shares of Volta Class A Common Stock that are issuable upon the exercise of 8,621,715 Public Warrants; and •9,974,063 shares of Volta Class A Common Stock that are issuable upon the exercise of 9,974,063 Assumed Warrants. | ||||
Shares of Volta Class A Common Stock outstanding prior to exercise of all Volta Warrants and conversion of Volta Class B Common Stock | 167,227,783 shares of Volta Class A Common Stock (as of May 1, 2022). | ||||
Shares of Volta Class A Common Stock outstanding assuming exercise of all Volta Warrants and conversion of all Volta Class B Common Stock | 192,152,229 shares of Volta Class A Common Stock (as of May 1, 2022). | ||||
Exercise Price of Private Warrants and Public Warrants | $11.50 per share, subject to adjustments as described herein. | ||||
Exercise Price of Assumed Warrants | 9,110,441 Assumed Warrants with an exercise price of $1.81 per share 463,167 Assumed Warrants with an exercise price of $1.08 per share. 330,000 Assumed Warrants with an exercise price of $0.057 per share. | ||||
Use of proceeds | We will receive up to an aggregate of approximately $184.6 million from the exercise of the Volta Warrants, assuming the exercise in full of all of the Volta Warrants for cash. We expect to use the net proceeds from the exercise of the Volta Warrants, if any, for general corporate purposes. See “Use of Proceeds.” | ||||
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Resale of Volta Class A Common Stock and Volta Warrants | |||||
Securities offered by the Selling Securityholders | 107,397,854 shares of Volta Class A Common Stock, consisting of: •30,000,000 shares of Volta Class A Common Stock issued in the PIPE Financing; •8,625,000 Founder Shares; •42,978,273 Reverse Recapitalization Shares; •9,491,850 shares of Volta Class A Common Stock that were issued upon the conversion of 9,491,850 shares of Volta Class B Common Stock held by stockholders; •395,335 shares of Volta Class A Common Stock that are issuable upon conversion of 395,335 outstanding shares of Volta Class B Common Stock held by stockholders; •5,933,333 shares of Volta Class A Common Stock that are issuable upon the exercise of 5,933,333 Private Warrants; and •9,974,063 shares of Volta Class A Common Stock that are issuable upon the exercise of 9,974,063 Assumed Warrants | ||||
Volta Warrants offered by the Selling Securityholders | 5,933,333 Private Warrants. | ||||
Terms of the offering | The Selling Securityholders will determine when and how they will dispose of the shares of Volta Class A Common Stock and Private Warrants registered under this prospectus for resale. | ||||
Use of proceeds | We will not receive any proceeds from the sale of shares of Volta Class A Common Stock or Private Warrants (assuming the cashless exercise provision is used) by the Selling Securityholders. | ||||
Lock-Up Restrictions | Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods. See “Certain Relationships and Related Transactions —Lock-Up Arrangements” for further discussion. | ||||
Risk Factors | See “Risk Factors” and other information included in this prospectus for a discussion of factors you should consider before investing in our securities. | ||||
NYSE Stock Market Symbols | Our Volta Class A Common Stock and Public Warrants are listed on the New York Stock Exchange under the symbols “VLTA” and “VLTA WS,” respectively. | ||||
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Summary Risk Factors
Our business is subject to numerous risks and uncertainties, including those highlighted in the section titled “Risk Factors,” that represent challenges that we face in connection with the successful implementation of our strategy and growth of our business. The occurrence of one or more of the events or circumstances described in the section titled “Risk Factors,” alone or in combination with other events or circumstances, may adversely affect our ability realize the anticipated benefits of the Reverse Recapitalization, and may have an adverse effect on our business, financial condition, results of operations, and prospects. Such risks include, but are not limited to:
•Volta is an early stage company with a history of losses and expects to incur significant expenses and losses for the foreseeable future.
•Failure to expand Volta’s geographic footprint and to build scalable and robust processes and controls could harm its prospects for growth and profitability, and Volta may never successfully do so or achieve or sustain profitability.
•Volta has identified material weaknesses in its internal controls over financial reporting, and if Volta is unable to remediate these material weaknesses, or if Volta identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of Volta's consolidated financial statements or cause Volta to fail to meet its periodic reporting obligations.
•Volta currently faces competition from a number of companies in the EV charging market, and expects to face significant competition in the future as the market for EV charging evolves.
•Volta has experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected.
•Volta also faces intense competition in its content-delivery activities and expects to continue to face significant competition as the market for out-of-home and digital display media evolves.
•Volta depends upon strong relationships with real estate and retail partners to build out its charging network and increased competition or loss of a partner could adversely impact Volta’s business, financial condition and results of operations.
•Volta derives a significant portion of its revenues from content sales on its charging stations, which fluctuate and are subject to market conditions outside of its control, and Volta may not be able to sell its content services in certain geographies until Volta has achieved scale in such geographies.
•Volta relies on a limited number of suppliers and manufacturers for the manufacture and supply of Volta’s charging stations, some of which are also early stage companies. A loss of any of these partners or defects in or failure of the products with which they supply Volta could negatively affect Volta’s business.
•Volta’s business is subject to risks associated with construction, cost overruns and delays, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as Volta expands the scope of such services with other parties.
•Volta expects to need to raise additional funds to fully execute on its business strategy and these funds may not be available when needed.
•Volta’s forecasted operating results and projections and its estimates of market opportunity and forecasts of market growth may prove to be inaccurate.
•Volta faces risks related to natural disasters and health pandemics, which could have a material adverse effect on its business and results of operations. For example, impacts to Volta’s business as a result of the ongoing COVID-19 pandemic included slow-down of permitting and construction activities during
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shutdowns, shut-down of some properties where Volta’s stations are located, drop off in content spend, shut-down of offices and a transition to remote work forces, impacting revenue potential and usage.
•If Volta is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed.
•Volta’s charging stations are often located in outdoor areas that are publicly accessible and may be exposed to weather-related damage, inadvertent accidents or vandalism or misuse by drivers or other individuals, which could increase Volta’s replacement and maintenance costs.
•Volta is dependent upon the availability of electricity at its current and future charging sites or upon the installation of new electricity service at host sites by utilities. Cost increases, delays, new or increased taxation and/or other restrictions on the availability or cost of electricity could adversely affect Volta’s business, financial condition and results of operations.
•Volta’s charging stations and mobile application platform and equipment used to power or operate the foregoing could contain undetected defects, errors or bugs in hardware or software and, as an emerging technology, the full operating life of the equipment in Volta’s charging stations is not fully known and may malfunction through repeated use, any of which could result in property damage or bodily injury.
•Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm Volta’s business.
•Volta’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.
•Interruptions, delays in service or inability to increase capacity with Volta’s cloud service providers could impair the use or functionality of Volta’s EV charging stations and other services, harm its business and subject it to liability.
•The continuing shift in Volta’s business model from free EV charging to include pay-for-use charging and the requirement of mobile check-ins may impact Volta’s ability to retain driver interest in its charging stations and adversely affect content partner and site host demand.
•Volta may be unable to collect and leverage customer data in all geographic locations, and this limitation may impact research and development, content sales, partnership relations and operations.
•Government regulation of outdoor media may restrict Volta’s content activities.
•Privacy concerns and laws, or other applicable regulations, may adversely affect Volta’s business.
•Volta is, and will continue to be, subject to environmental, health and safety laws and regulations that could result in increased compliance costs or additional operating costs or construction costs and restrictions.
•Volta is or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and noncompliance with such laws can subject Volta to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect its business, results of operations, financial condition and reputation.
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RISK FACTORS
Investing in our securities involves risks. You should carefully consider the risks and uncertainties described below, together with all of the other information in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes, before deciding whether to purchase any of our securities. Our business, results of operations, financial condition, and prospects could also be harmed by risks and uncertainties that are not presently known to us or that we currently believe are not material. If any of these risks actually occur, our business, results of operations, financial condition, and prospects could be materially and adversely affected. Unless otherwise indicated, references in these risk factors to our business being harmed will include harm to our business, reputation, brand, financial condition, results of operations, and prospects. In such event, the market price of our securities could decline, and you could lose all or part of your investment.
Risks Related to Volta’s Business
Volta is an early stage company with a history of losses and expects to incur significant expenses and losses for the foreseeable future.
Volta has a history of operating losses. Volta incurred a net loss of $48.1 million for the three months ended March 31, 2022, and as of March 31, 2022, Volta had an accumulated deficit of approximately $476.9 million. Volta believes it will continue to incur operating and net losses each quarter for the foreseeable future. Even if Volta achieves profitability in any quarter, there can be no assurance that Volta will be able to maintain profitability. Volta’s potential profitability is particularly dependent upon the continued adoption of EVs by drivers and fleet operators, the continued availability of, and Volta’s continued eligibility for, governmental incentives and credits associated with EV charging stations, Volta’s ability to receive anticipated benefits from any upfront capital expenditures it incurs to develop and expand its charging network, the absence of changes in law or regulation relating to the EV charging industry that disproportionately benefit Volta’s competitors or that require significant changes to Volta’s products, services or business model, the impact of laws and regulations, or the absence of changes in law or regulation, that restrict or otherwise adversely impact Volta’s ability to conduct its content-delivery activities, the recognition by content partners, site hosts and other business partners of the benefits of Volta’s content offerings and, in each case, the hosting and utilization of Volta’s chargers, any of which may not occur at the levels Volta currently anticipates or at all.
Failure to effectively expand Volta’s sales, marketing and operational team could harm its ability to grow its business and strategic partnerships and achieve broader market acceptance of its products and services.
Volta’s ability to grow its business and charging network and strategic partnerships to achieve broader market acceptance with site hosts, content partners and drivers, grow revenue and achieve and sustain profitability will depend, to a significant extent, on its ability to effectively expand its sales, content, marketing, technology and operational teams and capabilities. Volta relies on its site acquisition and content sales and marketing teams to expand its commercial footprint and obtain new content partners, respectively, in order to grow its EV charging business, and Volta relies on its network planning, engineering, site development, operations and project management personnel to install, operate, and maintain new sites. Volta also relies on its technology team, which is currently being scaled, to continue to develop improvements, enhancements and new functionality in its EV charging stations, mobile application platform and network planning tools. Volta plans to continue to expand in these functional areas but it may not be able to recruit and hire a sufficient number of competent personnel with the requisite skills, technical expertise and experience, which may adversely affect its ability to expand such capabilities. The hiring process can be costly and time-consuming, and new employees may require significant training and time before they achieve full productivity. Recent hires and planned hires may not become as productive as quickly as anticipated, and Volta may be unable to hire or retain a sufficient number of qualified individuals. In the event that Volta’s employees join a labor union, higher employee costs and increased risk of work stoppages or strikes could result. Any failure to recruit, train, incentivize and retain a sufficient number of qualified personnel and to have such personnel attain desired productivity levels within a reasonable period of time and in a cost-effective manner could harm Volta’s growth prospects and ability to achieve or sustain profitability, and have an adverse effect on its business, financial condition and results of operations. See also “If Volta is unable to attract
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and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed.”
Failure to continue to expand Volta’s geographic footprint and to build scalable and robust processes and controls could harm its prospects for growth and profitability, and Volta may never successfully do so or achieve or sustain profitability.
Volta’s ability to achieve significant revenue growth and profitability in the future will depend, in large part, on its success in expanding its business both within its existing markets and to additional markets and geographies and building scalable and robust processes to manage its business and operations. If prospective commercial partners, such as site hosts and content partners in such existing and new markets and geographies do not perceive Volta’s product and service offerings to be of value to them or Volta’s EV charging stations and services are not favorably received by them or by drivers in such markets, Volta may not be able to attract and retain such business partners and successfully expand in its existing markets and to new markets and geographies.
In addition, if Volta is not able to build scalable, robust and compliant processes and controls to manage its existing business operations and prospective growth and expansion, it may fail to satisfy and retain its existing business partners and drivers that utilize its charging stations and may not be able to attract new business partners and driver interest in additional markets and, as a result, Volta’s ability to maintain and/or grow its business and achieve or sustain profitability will be adversely affected. For example, site hosts may elect not to adopt Volta’s products or services for many reasons, including a perception that they or their customers are unlikely to derive sufficient value from Volta’s EV charging services, that Volta’s content services will not sufficiently drive customer engagement at such host site, that the local community objects to Volta’s stations due to their size, display screens or otherwise, that competitors provide a better value or experience or that service issues are not satisfactorily resolved. Retention and expansion of site host, content partner and driver interest and engagement will also be dependent on the quality, effectiveness and perception of Volta’s customer service and operations and any failure by Volta to offer high quality support to its business partners and users of its charging stations could adversely affect Volta’s business, reputation and growth prospects. See also “— Customer-Related Risks — If Volta fails to offer high-quality support to site partners and drivers, its business and reputation will suffer.”
If Volta is not able to build robust, scalable and compliant processes and controls to manage its existing business operations and growth and expansion of its business, it may be unable to successfully compete in retaining existing business partners and drivers that use its charging stations and attracting new business partners and drivers in existing and new markets and geographies. Any such failure to compete or expand its business would adversely affect Volta’s business, prospects, financial condition and results of operations and ability to achieve or sustain profitability.
Volta currently faces competition from a number of companies in the EV charging market, and expects to face significant competition in the future as the market for EV charging evolves.
The EV charging market is relatively new and Volta currently faces competition from a number of companies. Volta believes its current competitors to its EV charging business activities are EVgo, Electrify America, Allego, Tesla, and Rivian. There are also many other large and small EV charging companies that offer non-networked or “basic” chargers that have limited customer leverage but could provide a low-cost solution for basic charger needs in commercial and retail locations, such as Pod Point, EVConnect, Powerdot, Semacharge, and Engie, as well EV charging equipment manufacturers that also compete with Volta, like ChargePoint, EVBox, Flo, Revel, and Blink, in addition to charging networks being developed by OEMs, such as IONITY, and utilities, such as EDF, or in partnership with any of the aforementioned competitors. In addition, Volta may face competition from home charger companies or companies focused on installing private chargers at offices. The principal competitive factors in the EV charging industry include capital efficient deployment, revenue lines and diversity of revenue opportunities, charger utilization and pricing to drivers, charger network reliability, scale and local density, charger count, charger locations and accessibility, charger connectivity to EVs and ability to charge all models and standards, speed of charging relative to expected vehicle dwell times at the location, product offerings, including the availability of or demand for DCFC charges as opposed to AC chargers, software-enabled services offerings and overall business partner and driver experience, operator brand, track record and reputation, access to equipment vendors and service
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providers, installation expertise and costs, and policy incentives. Large early-stage markets require significant early capital expenditures, engagement across verticals and driver engagement to gain market share, and ongoing effort to scale product and service offerings, channels, installers, teams and processes. There are also competitors, in particular those with limited funding, experience or commitment to quality assurance, that could cause poor experiences, hampering overall EV adoption or trust in any particular provider of charging services. Further, Volta’s current or potential competitors may be acquired by third parties with different commercial objectives and imperatives and greater available resources.
In addition, there are other means for charging EVs, which could affect the level of demand for charging at Volta’s charging stations. For example, Tesla continues to build out its supercharger network across the United States for Tesla vehicles, which could reduce overall demand for new Volta charging stations at sites that host Tesla chargers or reduce utilization of existing Volta charging stations located at the same sites. Tesla has opened its supercharger network in certain countries to support charging of non-Tesla EVs in the future and may further open its network, which could further reduce demand for charging on Volta’s stations. Municipalities may also determine to provide additional public charging options, including by converting existing electricity infrastructure into public EV charging points, or determine to limit or reduce permitting for new EV charging stations due to perceived oversaturation or concerns relating to electric grid capacity, any of which could potentially reduce Volta’s serviceable markets. In addition, retailers, utilities or other site hosts or commercial, municipal and federal fleet businesses may opt to become owners and operators of public or private EV charging equipment and purchase that equipment and associated management software directly from other vendors in the marketplace.
Additionally, future changes in charging preferences and technologies; the development of inductive EV charging capabilities; battery chemistries, ultralong-range batteries or energy storage technologies, industry standards or applications; driver behavior; autonomous driving; increased focus on non-automotive transit alternatives, including mobility hubs and micromobility options in major markets; or battery EV efficiency may develop in ways which limit Volta’s future share gains in desirable markets or slow the growth of Volta’s addressable or serviceable market. Competitors may be able to respond more quickly and effectively than Volta to new or changing site host or driver preferences and other opportunities, improved or differentiated technologies, standards or regulatory requirements, may be eligible for favorable governmental incentives that are not available to Volta and/or may be better equipped to initiate or withstand substantial price or technological competition. In addition, competitors may in the future establish cooperative relationships with vendors of complementary products, technologies or services to increase the availability of their solutions in the marketplace.
The EV charging business may become more competitive, pressuring future increases in utilization and margins. Competition is still developing and is expected to increase as the number of EVs sold increases. In addition, further competition has in the past and may in the future arise from regulatory or judicial action. For example, one of Volta’s current competitors Electrify America, a subsidiary of Volkswagen, was formed as part of Volkswagen’s consent decree with the U.S. Environmental Protection Agency in connection with its diesel emissions issue. Volkswagen was forced to commit $2 billion to Electrify America and the expansion of its EV charger network over a ten-year period, which began in January 2017. Because Electrify America’s expansion of its EV charger network is mandated by the consent decree and not necessarily done in a manner designed to maximize economic return, Electrify America’s rate of expansion may outpace Volta’s and limit Volta’s serviceable market or increase Volta’s costs to install or operate its charging stations, including due to charger saturation or grid efficiency concerns in the markets that Electrify America is servicing or into which it is expanding. In addition, Volta's competitors may offer their site partners opportunities to share in charging or other revenues or higher rent payments, which Volta may be unable or unwilling to accommodate, which may cause Volta's existing site partner to seek out such competitors or disadvantage Volta in seeking new site partners.
Barriers to entry in the EV charging market may erode as a result of government intervention, leading to more competitors or existing competitors becoming better positioned to succeed. In addition, in some jurisdictions, Volta may see competition from local utilities who may be interested in, and receive regulatory approval for, ownership of public EV charging equipment, from various owners of non-networked AC chargers, and from new entrants into the U.S. EV charging market. Further, Volta’s competitors may not be subject to the same regulatory requirements as Volta, such as those relating to Volta’s digital display screens and content offerings, providing them with greater
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flexibility as to placement and expansion of their EV charging networks and facilitating their competition with Volta.
New competitors or alliances may emerge in the future that are better financed or have greater access to capital than Volta, secure greater market share, have proprietary technologies that site hosts or drivers prefer, have more effective marketing abilities and/or face different financial hurdles, which could put Volta at a competitive disadvantage. Further, Volta’s current strategic initiatives and contracts with major business partners and key site hosts may fail to result in a sustainable competitive advantage for Volta. Future competitors could also be better positioned to serve certain segments of Volta’s current or future target markets, which could create price pressure or erode Volta’s market share. In light of these factors, current or potential drivers that use Volta’s charging stations may utilize charging services of competitors, resulting in reduced demand for Volta’s charging stations and for content offerings among existing and prospective site hosts and content partners. If Volta fails to adapt to changing market conditions or continue to compete successfully with current charging providers or new competitors, its growth will be inhibited, adversely affecting its business, financial condition and results of operations.
Volta also faces intense competition in its content-delivery activities and expects to continue to face significant competition as the market for out-of-home and digital display media evolves.
The place-based digital media industry is fragmented, consisting of a few traditional companies operating on a national and international basis, such as Outfront Media, Inc., Amscreen, Clear Channel Outdoor, Lamar, JCDecaux, Intersection and GSTV, as well as newer, digitally-forward, omni-channel platforms like Google, Facebook and Twitter, and hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets. Volta competes with all of these companies for its content partners. Content rates also vary greatly from market-to-market and on a format-by-format basis, creating various opportunities for competition on pricing. If Volta’s competitors offer media displays at rates below the rates Volta charges, it could lose potential content partners and could be pressured or unable, due to content format, market differences or otherwise, to reduce its rates below those currently charged to attract or retain content partners. In addition, installation of digital displays by Volta or its competitors at a pace or location that exceeds the ability of the market to derive new revenues from those displays could also have an adverse effect on Volta’s business, financial condition and results of operations.
In particular, competition in the place-based digital media industry and the content rates Volta is able to charge are based on a number of different factors, including location, size of display, market and total number of impressions delivered by a display or group of displays. The number of impressions delivered by Volta’s displays are measured by Geopath, Inc. (“Geopath”), an independent third-party organization that provides audience measurement for the out-of-home and place-based media industries. Geopath leverages a range of data sources, including anonymous location and trip data from connected vehicles and smartphones, to understand the number of people passing a display during a defined time period. Due to the calculation methods of total impressions, Volta’s ability to generate additional content revenue from the placement of multiple charging stations equipped with digital displays at any one site may be limited, as a greater number of displays in close proximity may not yield additional impressions. Similarly, saturation of out-of-home and digital displays at any given site, including those of Volta’s competitors, may put pricing pressure on Volta’s content offerings at that site or reduce the number of displays government authorities are willing to permit. The competitive or regulatory pressures caused by market saturation and the method of calculating the number of and pricing for impressions could limit Volta’s ability to expand its content offerings in any market and have an adverse effect on Volta’s business, financial condition and results of operations.
Volta’s content services also compete with other media, including online, mobile and social media content platforms and traditional platforms (such as television, radio, print and direct mail marketers). In addition, Volta competes with a wide variety of out-of-home media, including media in shopping centers, grocery stores, movie theaters, transit locations and sports and entertainment venues, among other locations. Advertisers compare relative costs of available media, including the average cost per thousand impressions, particularly when delivering a message to customers with distinct demographic characteristics. In competing with other media, the out-of-home and place-based media industry relies on its relative cost efficiency and its ability to reach specific markets, geographic areas and/or demographics. Further, as digital media technology continues to develop, Volta’s
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competitors in the place-based media industry may be able to offer products or services that are, or that are seen to be, substantially similar to or better than Volta’s. This may force Volta to compete in different ways and incur additional costs and/or expend resources in order to remain competitive. If Volta’s competitors are more successful than Volta is in developing digital content products, diversifying the placement of their digital displays to maximize additional impressions or in attracting and retaining content partners, Volta’s business, financial condition and results of operations could be adversely affected.
Volta has experienced rapid growth and expects to invest in growth for the foreseeable future. If it fails to manage growth effectively, its business, operating results and financial condition could be adversely affected.
Volta has experienced rapid growth in recent periods. For example, the number of full-time employees has increased from 152 as of March 31, 2021 to 417 as of March 31, 2022. This rapid expansion in headcount, coupled with a management team that has not been working together in a public company setting previously, has the potential to create difficulties for management to adequately oversee and deploy resources effectively throughout the Company. If these challenges are not adequately and effectively managed by our management team, our business operations would be adversely affected.
Further, we continue to make investments and implement initiatives designed to grow our business, including:
•investing in development and enhancement of its technology, product and platform, including R&D activities;
•expanding our efforts to attract new customers and site partners;
•working to diversify our manufacturing partnerships to scale production, if necessary;
•protecting our intellectual property; and
•investing in legal, accounting, human resources, and other administrative functions necessary to support our operations as a public company.
The growth and expansion of its business has placed and continues to place a significant strain on management, business operations, financial condition and infrastructure and corporate culture. These initiatives may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue, if at all, in an amount sufficient to offset these higher expenses and to achieve and maintain profitability. The market opportunities we are pursuing are at an early stage of development, and it may be many years before the end markets we expect to serve generate demand for our products at scale. For these reasons, we do not expect to achieve profitability over the near term, if at all. If our revenue does not grow over the long term, our ability to achieve and maintain profitability may be adversely affected, and the value of our business may significantly decrease. As an early-stage growth company, Volta’s assumptions about its growth and ability to execute on its business strategy may not be accurate. If Volta’s assumptions relating to growth and ability to execute are inaccurate, Volta’s business, financial condition and results of operations would be adversely affected.
To manage growth in operations and personnel, Volta will need to continue to improve its operational, financial and management controls and reporting systems and procedures, and to successfully integrate new personnel who work remote from company offices or who were hired while Volta’s employees continue to work from home. Failure to manage growth effectively could result in difficulty or delays in attracting new business partners, declines in quality or user satisfaction, increases in costs, difficulties in introducing new products and services or enhancing existing products and services, loss of business partners, information security vulnerabilities or other operational difficulties, any of which could adversely affect Volta’s business performance and operating results. For example, Volta is in the process of expanding its mobile application functionality to include, among other things, payment processing features and other enhancements. If Volta’s technology team does not have sufficient resources or capabilities to successfully enable such functionality and Volta is not able to appropriately expand its technology team, Volta’s ability to grow its business could be adversely affected. Volta’s strategy is based on a combination of growth and maintenance of strong performance of its existing EV charging network and content offerings, and any
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inability to scale, to continue to provide a favorable experience for its content partners, site hosts and drivers or to manage operations at its charging sites may negatively impact Volta’s growth trajectory.
In addition, in the event of continued fast growth, Volta’s information technology systems and internal control over financial reporting and procedures may not be adequate to support its operations and may introduce opportunities for data security incidents that may interrupt business operations and permit bad actors to obtain unauthorized access to business or user information. Volta may also face risks to the extent such bad actors infiltrate the information technology infrastructure of its contractors. See also “— Unauthorized disclosure of personal or sensitive data or confidential information, whether through a breach of Volta’s computer systems or otherwise, could severely hurt its business.” Further, as a public company, Volta is required to maintain effective disclosure controls and procedures and internal control over financial reporting, and the failure to do so could have an adverse effect on its business. See also “— The requirements of being a public company may strain Volta’s resources, divert management’s attention and affect its ability to attract and retain qualified board members and officers.”
Our forward looking estimates of certain financial metrics may prove inaccurate.
We use various estimates in formulating our business strategies. We base our estimates upon a number of assumptions that are inherently subject to significant business and economic uncertainties and contingencies, many of which are beyond our control. Our estimates therefore may prove inaccurate, causing the actual amount to differ from our estimates. These factors include, without limitation:
•our ability to expand into additional markets;
•our ability to update infrastructure and charging stations to support increased EV batter capacities and charging speeds;
•the timing of when our customers and site partners adopt our technology;
•undetected or unknown errors, defects or reliability issues in our hardware or software which could reduce the market adoption of our new products or delay or stop production;
•customer or site partner cancellations of their contracts; and
•other risk factors set forth in this prospectus.
Volta’s assumptions about its growth and estimates underlying our business strategy may prove to be inaccurate. If Volta’s assumptions relating to growth and ability to execute are inaccurate, Volta’s business, financial condition and results of operations would be adversely affected.
Volta expects to need to raise additional funds to fully execute on its business strategy and these funds may not be available when needed.
Volta expects to need to raise additional capital in the near future to further scale its business and continue expansion into new markets. Volta may raise additional funds through the issuance of equity, equity-related or debt securities, through obtaining credit from government or financial institutions or by engaging in joint ventures or other alternative forms of financing. Volta cannot be certain that additional funds will be available on favorable terms when required, or at all. If Volta cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially and adversely affected. If Volta raises funds through the issuance of debt securities or through loan arrangements, the terms of such debt securities or loan arrangements could require significant interest payments, contain covenants that restrict Volta’s business, or contain other unfavorable terms. In addition, to the extent Volta raises funds through the sale of additional equity securities, Volta stockholders would experience additional dilution.
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Volta depends upon strong relationships with real estate and retail partners to build out its charging network and increased competition or loss of a partner could adversely impact Volta’s business, financial condition and results of operations.
Volta depends on establishing and maintaining strong long-term relationships with real estate and retail partners and site hosts with national and regional multi-site portfolios of commercial and retail properties to build out its charging network. Such site hosts can span a wide array of industries and locations, including retail centers, grocery stores, pharmacies, movie theaters, parking lots, healthcare/medical facilities, municipalities, sports and entertainment venues, parks and recreation areas, restaurants, schools and universities, certain transit and fueling locations and office buildings and other locations and could potentially include hotels, airports, automobile dealers, other transportation hubs and other locations drivers visit day-to-day, any of which may have differing interests and incentives in partnering with an EV charging provider like Volta. If site hosts believe the benefits offered by Volta’s competitors exceed those provided by Volta or that they would not benefit from Volta’s business model, including the content delivery elements, Volta may lose access to high quality property owners necessary to drive and sustain its future growth and profitability. In addition, the loss of a partner with a multi-site portfolio of properties could have an outsized impact on Volta’s business if Volta is not able to enter into agreements with additional site hosts to build out its charging network. Such competition or the loss of key partners could have an adverse effect on Volta’s business, financial condition and results of operations.
Volta derives a significant portion of its revenues from content sales on its charging stations, which fluctuate and are subject to market conditions outside of its control, and Volta may not be able to sell its content services in certain geographies until Volta has achieved scale in such geographies.
Volta derives a significant portion of its revenues from providing content space on its EV charging stations equipped with digital displays. For example, Volta’s Media revenue, which is principally generated through the delivery of advertising across the charging network by site and advertising partners, accounted for 73.0% of Volta’s total revenue for both the three months ended March 31, 2022 and 2021, respectively, as compared to 26.4% and 21.1%, respectively, for its Network Development revenue. A decline in the economic prospects of media buyers, the economy in general or the economy of any individual geographic market or industry, particularly a market in which Volta conducts substantial business or an industry, such as the retail, automotive, consumer packaged goods or professional services industries, from which Volta derives a significant portion of its content revenues, could alter current or prospective buyers’ spending priorities. In addition, natural disasters, acts of terrorism, disease outbreaks (such as the ongoing COVID-19 pandemic), civil unrest, hostilities or wars (such as the conflict between Russia and Ukraine), regulatory enforcement or changes in law or enforcement practices, political uncertainty, trade policies (such as tariffs), shifts in market demographics, extraordinary weather events (such as hurricanes, earthquakes, blizzards and wildfires), technological changes and power outages could interrupt Volta’s ability to build, deploy, and/or display content on its charging stations, and/or lead to a reduction in economic certainty and content expenditures by Volta’s existing or prospective content partners. See also “— Volta faces risks related to natural disasters and health pandemics, which could have a material adverse effect on its business and results of operations. For example, impacts to Volta’s business as a result of the ongoing COVID-19 pandemic included slow-down of permitting and construction activities during shutdowns, shut-down of properties where Volta’s stations are located, drop off in content spend, shut-down of offices and a transition to remote work forces, impacting revenue potential and usage.” In addition, content partners may decide to reduce or postpone content spend due to factors outside their and Volta’s control. For example, disruptions to semiconductor supply chains may reduce automobile suppliers’ ability to introduce or manufacture vehicles, leading them to reduce or postpone content spend. Any reduction in media expenditures could adversely affect Volta’s business, financial condition or results of operations. Further, media expenditure patterns may be impacted by any of these factors. For example, buyers’ expenditures may be made with less advance notice and may become difficult to forecast from period to period.
Volta’s content business has experienced and is expected to continue to experience fluctuations as Volta continues to scale its EV charging footprint in various markets, including as a result of seasonality due to, among other things, seasonal buying patterns and seasonal influences on media markets. Typically, content spend is highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as advertisers adjust their spending following the holiday shopping season and prepare annual budgets. In addition, until Volta has achieved sufficient scale of its content-driven charging stations in a given market to be able to deliver a meaningful amount of
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impressions to its content partners, Volta may have difficulties in securing content contracts for that market, which may also lead to fluctuations in its content revenues or an inability to meet its projections of anticipated content revenue. Further, the placement of multiple charging stations at a given site may only yield incremental additional content revenues if the stations are in close proximity or in less desirable locations on a property and do not deliver independent impressions for Volta’s content partners. The effects of such occurrences may make it difficult to estimate future operating results based on the previous results of any specific quarter, which may make it difficult to plan capital expenditures and expansion, could affect operating results and could have an adverse effect on Volta’s business, financial condition and results of operations.
In addition, Volta may face requests from its site partners to share in content revenue or to receive a portion of available content inventory at no charge or at a discount, particularly if Volta’s competitors engage in revenue sharing. Volta may be unable or unwilling to accommodate such requests and as a result may not be able to reach an agreement with such site partners for the installation of its stations, which would negatively impact Volta’s ability to achieve its installation goals, and its competitors may be chosen to supply EV charging services at such sites.
Content-based restrictions on outdoor media by regulators and site partners may further restrict the categories of content that Volta can display on its charging stations.
Restrictions on outdoor media of certain products, services or other content are or may be imposed by laws and regulations, as well as contracts with Volta’s site hosts that provide site hosts with approval rights over content or restrict certain content from being displayed at those sites. For example, tobacco products have been effectively banned from outdoor media in most U.S. jurisdictions and Germany and local governments in some cases limit outdoor media of alcohol. Further, certain municipalities and site hosts may limit issue-based outdoor media, place restrictions on media off-site or off-premises products or services or limit the display of content deemed competitive to existing site host tenants. Content-based restrictions could cause a reduction in Volta’s content revenues by limiting the content partners Volta is able to provide media services to and, more broadly, such restrictions or any expanded restrictions that could be adopted in the future could cause an increase in available space on the existing inventory of displays in the outdoor media industry, which could have an adverse effect on Volta’s business, financial condition and results of operations.
Volta relies on a limited number of suppliers and manufacturers for the manufacture and supply of Volta’s charging stations, some of which are also early stage companies. A loss of any of these partners or defects in or failure of the products with which they supply Volta could negatively affect Volta’s business.
Volta relies on a limited number of suppliers and manufacturers, and in some cases only a single supplier for some components, for the manufacture and supply of its charging stations. Peerless-AV, which assembles Volta’s charging stations, located in Aurora, Illinois, was Volta’s principal supplier for the three months ended March 31, 2022, accounting for 56.5% of Volta’s supply-related expenditures for such period. For the three months ended March 31, 2022, no other supplier or manufacturer for the supply or manufacture of Volta’s charging stations accounted for greater than approximately 10% of Volta’s supply-related expenditures for the applicable period. See “Information About Volta — COVID-19 Impact”. This reliance on a limited number of suppliers and manufacturers, including those that are early stage companies that may face challenges in maintaining their existing operations, increases Volta’s risk of supply failure or interruption, since it may not have proven reliable alternative or replacement suppliers or manufacturers beyond these key parties. Moreover, volatile economic conditions may make it more likely that our suppliers and manufacturers may be unable to deliver supplies timely, or at all, and there is no guarantee that we will be able to timely locate alternative suppliers of comparable quality at an acceptable price. In addition, international supply chains may be impacted by events outside of our control, including but not limited to the COVID-19 pandemic or the current conflict between Russia and Ukraine, and limit our ability to procure timely delivery of supplies or finished goods and services. In the event of interruption, it may not be able to increase capacity from other sources or develop alternate or secondary sources without incurring material additional costs and substantial delays. In addition, if certain components are only available from a single supplier that experiences a supply interruption or ceases operations, compatible replacement components may not be available at reasonable prices or at all, requiring Volta to redesign its EV charging stations for compatibility with available replacement components. Thus, Volta’s business could be adversely affected if one or more of its suppliers or manufacturers is impacted by any interruption at a particular location or if any such suppliers or manufacturers that are early stage
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companies are not able to continue in operation. In addition, supply chain disruptions may also negatively affect its media revenue potential, through a delay in its ability to deploy stations or a reduction of content spend by content partners, such as automobile manufacturers, who may experience supply chain disruptions as well.
As the demand for public EV charging increases, the charging equipment vendors may also not be able to dedicate sufficient supply chain, production or sales channel capacity to keep up with the required pace of charging infrastructure expansion. Equipment vendors may experience decreased availability of key materials or components or otherwise encounter supply chain disruptions in obtaining the necessary inputs to meet their delivery obligations to Volta. In addition, as the EV market grows, the industry may be exposed to deteriorating design requirements, undetected faults or the erosion of testing standards by charging equipment and component suppliers, which may adversely impact the performance, reliability and lifecycle cost of the chargers. If Volta experiences a significant increase in demand for its charging stations, or if it needs to replace an existing supplier or manufacturer, it may not be possible to supplement or replace them on acceptable terms or at all, which may undermine its ability to deliver and install additional charging stations in a timely manner and could require the redesign or redevelopment of Volta’s technologies, any of which could have an adverse effect on Volta’s business and revenues. For example, it may take a significant amount of time to identify a manufacturer that has the capability and resources to build charging stations or deliver specified components for such charging stations in sufficient volume. Identifying suitable suppliers and manufacturers could be an extensive process that requires Volta to become satisfied with their quality control, technical capabilities, responsiveness and service, financial stability, regulatory compliance, and labor and other ethical practices. Accordingly, a loss of any significant suppliers or manufacturers could have an adverse effect on Volta’s business, financial condition and results of operations.
The use of suppliers and manufacturers outside of the United States creates additional operational and financial risks for Volta’s business.
Although certain of Volta’s suppliers and manufacturers are currently U.S.-based, Volta has multiple suppliers who have facilities located outside of the U.S. and may engage with additional manufacturers and suppliers outside of the U.S., including in China, for the manufacture and supply of Volta’s charging stations or related components. The use of suppliers and manufacturers outside of the U.S. entails a variety of risks, including currency exchange fluctuations, challenges in oversight of manufacturing activity and quality control, tariffs and other trade barriers, unexpected changes in U.S. or local legal or regulatory requirements relating to such manufacture and supply, difficulties in obtaining export licenses or in overcoming other trade barriers, laws and business practices favoring local companies in the event of any supply failure or interruption, political and economic instability, such as the current conflict between Russia and Ukraine, difficulties protecting intellectual property rights, difficulties in pursuing legal judgments in the event of disputes or failures to supply, risks of delivery delays and significant taxes or other burdens of complying with U.S. and local laws that may be applicable to such arrangements.
Further, there is a risk that the U.S. could require that charging equipment or its components be manufactured in the U.S. in order to access federal financial support or secure contracts with the federal government. Volta would have to source equipment from alternative vendors in the U.S. or work with vendors who have manufacturing capacity in the U.S. to participate in certain covered federal programs. In addition, new tariffs and policy incentives could be put in place by the U.S. that favor equipment manufactured by or assembled at American factories, which may increase the costs of continuing to source products or components from international manufacturers and suppliers. Any such changes in policy or regulation or the associated risks with engaging with such manufacturers or suppliers could have an adverse effect on Volta’s business, financial condition and results of operations.
Volta’s business is subject to risks associated with construction, cost overruns and delays, underinsured or insolvent contractors, and other contingencies that may arise in the course of completing installations, and such risks may increase in the future as Volta expands the scope of such services with other parties.
Volta is typically responsible for the installation of its charging stations at its partners’ sites. These installations are typically performed by electrical and civil contractors engaged and managed by Volta under the oversight of Volta’s construction project managers. The installation of charging stations at a particular site is generally subject to oversight and regulation in accordance with laws and ordinances relating to building codes, safety, environmental protection, insurance requirements and related matters, as well as various local and other governmental approvals
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and permits that may vary by jurisdiction. Working with contractors may also require Volta or its site hosts to comply with additional rules, working conditions and other requirements imposed by property owners or other third parties, which can add costs and complexity to an installation project. Working with contractors may also result in Volta’s direct or indirect dependence upon companies with unionized workforces, including suppliers, and any resulting additional costs, including from potential work stoppages or strikes, could have an adverse effect on Volta’s business, financial condition or results of operations. Furthermore, contractors engaged by Volta could be or become under-insured or insolvent. In addition, building codes, accessibility requirements, utility interconnect specifications, differences between U.S. and international regulatory regimes or utility specifications, review, approval or study lead time or regulations may hinder EV charger installation and can end up taking additional time and costing more to meet the code requirements. Increased demand for the components necessary to install charging stations could also lead to higher installation costs. Further, for sites that require the installation of new electricity service by utilities to enable the placement of Volta’s DC Fast Charging (“DCFC”) or other chargers, the additional cost of installation or the length of time it could take the utility to install the new electricity service could further impact Volta’s ability to complete the installation on schedule and at its anticipated cost and could adversely impact Volta’s business arrangements or relationships with its site hosts.
Accidents or damage to charging equipment or components arising from the installation process could also cause additional delays and result in liability or claims against Volta or its site hosts. Damage to property or other utilities, such as water pipes, electrical cables, gas lines or other infrastructure, whether resulting from Volta’s installation efforts or external factors (such as weather damage) during the course of the installation process, could also lead to explosion risk or other damage to the host site, any of which may not be covered by insurance fully or at all, and could lead to further delays and liability, as well as reputational harm for Volta, which could reduce future demand for Volta’s charging stations and related services. Meaningful delays or cost overruns caused by Volta’s vendor supply chains, contractors, or inability of local utilities and approving agencies to cope with the level of activity may also impact Volta’s ability to obtain or recognize revenue from its EV charging stations, including revenue from the sale of content on its charging stations, and/or impact Volta’s relationships with its site hosts and content partners, either of which could impact Volta’s business and profitability.
In addition, if Volta’s contractors are unable to provide timely, thorough and quality installation-related services and fall behind on their construction schedules, Volta’s site hosts and other business partners could become dissatisfied with Volta’s products and services. As the demand for public EV charging increases and qualification requirements for contractors become more stringent, Volta may also encounter shortages in the number of qualified contractors available to complete all of Volta’s desired installations. In addition, while Volta’s contracts typically do not permit its contractors to file liens against Volta’s site hosts’ properties, if Volta or its contractors fail to timely pay their contractors or subcontractors, they may file such liens notwithstanding such contractual terms and Volta would be required to remove them and its relationship with the site host could be adversely affected. For example, one of Volta’s contractor’s failed to timely pay such contractor’s subcontractors, resulting in liens being filed upon certain properties where Volta’s stations were installed.
Volta’s business model is predicated on the presence of qualified and capable electrical and civil contractors and subcontractors in the new markets it intends to enter. There is no guarantee that there will be an adequate supply of such partners. A shortage in the number of qualified contractors may impact the viability of Volta’s business plan, increase risks around the quality of works performed and increase costs if outside contractors are brought into a new market. Further, changes to existing or new licensing requirements for Volta’s contractors may increase Volta’s installation costs or result in further shortages of appropriately licensed contractors to conduct Volta’s installations.
In addition, Volta’s network expansion plan relies on its site development efforts, and its business is exposed to risks associated with receiving site control and access necessary for the installation of the charging station and operation of the charging equipment, electrical interconnection and power supply at identified locations sufficient to host chargers and on a timely basis. Volta does not own the land at the charging sites and generally relies on agreements with site hosts that convey the right to install, own and operate the charging equipment on the site. Volta may not be able to renew the site agreements or retain site control. The process of establishing or extending site control and access could take longer or become more competitive. As the EV market grows, competition for premium sites may intensify, the power distribution grid may require upgrading and electrical interconnection with local utilities may become competitive, all of which may lead to delays in installation and/or commissioning. As a
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result, Volta may be exposed to increased interconnection costs and utility fees, as well as delays, which may slow the growth of Volta’s charging network expansion.
Volta faces risks related to natural disasters and health pandemics, which could have a material adverse effect on its business and results of operations. For example, impacts to Volta’s business as a result of the ongoing COVID-19 pandemic included slow-down of permitting and construction activities during shut-downs, shut-down of some properties where Volta’s stations are located, drop off in content spend, shut-down of offices and a transition to remote work forces, impacting revenue potential and usage.
Volta faces risks related to natural disasters and health pandemics, including the COVID-19 pandemic and any related COVID-19 variants that may arise from time-to-time, which could have a material adverse effect on its business, financial condition and results of operations. The impact of COVID-19, including changes in driver and business behavior, pandemic fears and market downturns and restrictions on business and individual activities, has created significant volatility in the global and domestic economies and led to period of reduced economic activity. The spread of COVID-19 has created charging equipment supply chain and shipping constraints, a slow-down in permitting and construction activities and has delayed the installation of new chargers. The COVID-19 pandemic has also resulted in periods of the shut-down of, or significantly reduced the use of, various properties and retail and commercial sites where Volta’s chargers are located, such as retail centers, movie theaters, stadiums, schools and universities, certain transit and fueling locations and office buildings and other locations, which has adversely affected the usage of Volta’s charging stations.
Further, the change in driver behavior resulting from the prolonged COVID-19 shut-downs has also impacted content spend, particularly for outdoor digital displays such as those on Volta’s charging stations, and has and may continue to result in decreased content revenue for Volta. Such changes in driver behavior and the continuing uncertainty as to when and to what extent normal economic and operating activities will resume may also adversely affect Volta’s ability to generate revenue, secure new site locations with existing business partners and secure new real estate and retail partners and site hosts with national and regional multi-site portfolios of commercial and retail properties as such prospective partners continue to evaluate the impact of the COVID-19 pandemic on their businesses and any resulting changes in their business models. In addition, COVID-19 has also disrupted the manufacturing, delivery and overall supply chain of vehicle manufacturers and suppliers and has led to a decrease in vehicle sales, including EV sales, in markets around the world. Any sustained downturn in demand for EVs or continued impact on driver behavior, including a failure of drivers to return to pre-pandemic retail purchasing and transit behaviors or of employers to fully return to in-person workplace activities, could harm Volta’s business and negatively impact the growth of its charging network.
The pandemic has resulted in government authorities implementing numerous measures to try to contain COVID-19, such as travel bans and restrictions, quarantines, stay-at-home or shelter-in-place orders and business shut-downs. These measures adversely impacted Volta’s employees and operations and the operations of its site hosts, suppliers, vendors and business partners and negatively impacted demand for EV charging. In addition, the shut-down of government offices in the markets in which Volta operates resulted in a slow-down in permitting and construction activities and delayed the installation of new chargers, which may negatively impact Volta’s relationships with its site hosts and have an adverse effect on Volta’s ability to generate revenue from such charging stations. These measures by government authorities may be reinstated or remain in place and may continue to adversely affect Volta’s site development and charger installation plans, sales, marketing and content-delivery activities, business and results of operations.
Volta has modified its business practices in response to the COVID-19 pandemic and currently allows non-essential personnel to work from home. Volta may take further actions as may be required by government authorities or that it determines are in the best interests of its employees, site hosts, contractors, suppliers, vendors and other business partners. There is no certainty that such actions will be sufficient to mitigate the risks posed by COVID-19 or otherwise be satisfactory to government authorities. The transition to hybrid working has also placed further strain on Volta’s ability to effectively manage and maintain its corporate culture and integration of its work force. Volta faces difficulties integrating new team members and may face difficulty retaining existing or new team members while certain employees continue to work from home, which may result in further challenges to Volta’s growth efforts and operations. In the event Volta determines it is advisable for operations to have employees return
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to work in an in-person environment, it may face additional challenges with regard to retention, recruiting, culture and integration of employees. If significant portions of Volta’s workforce are unable to work effectively, including due to illness, quarantines, government actions or other restrictions in connection with the COVID-19 pandemic, or return to work mandates, its operations will be negatively impacted. Furthermore, if significant portions of drivers continue to work remotely or are not travelling via EV for sustained periods of time, user demand for charging and related services will decline and Volta may not be able to secure new partners to expand its charging network.
The extent to which the COVID-19 pandemic impacts Volta’s business, prospects and results of operations will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration, spread and severity of the pandemic, the actions to contain COVID-19 or treat its impact or the impact of any COVID-19 variants, and when and to what extent normal economic and operating activities can resume. The COVID-19 pandemic could limit the ability of site hosts, contractors, suppliers, vendors, permitting agencies, utilities and business partners to perform, including third-party suppliers’ ability to provide components and materials used in charging stations or in providing installation or maintenance services. If Volta is not able to obtain needed components and materials for the manufacture and installation of its charging stations, or if any of its key suppliers and manufacturers are not able to continue in operation as a result of the COVID-19 pandemic, Volta’s business would be adversely affected. See also “- Volta relies on a limited number of suppliers and manufacturers for the manufacture and supply of Volta’s charging stations, some of which are also early stage companies. A loss of any of these partners or defects in or failure of the products with which they supply Volta could negatively affect Volta’s business.” Even after the COVID-19 pandemic subsides, Volta may continue to experience an adverse impact to its business as a result of the pandemic’s global economic impact, including any recession that has occurred or may occur in the future. Specifically, difficult macroeconomic conditions, such as decreases in per capita income and level of disposable income, increased and prolonged unemployment or a decline in customer confidence as a result of the COVID-19 pandemic, as well as reduced spending by businesses, could each have a material adverse effect on the demand for Volta’s products and services.
Inflation and price volatility in the global economy could negatively impact our business and results of operations.
General inflation, including rising energy prices, interest rates and wages, currency volatility and monetary, fiscal and policy interventions by national or regional governments in reaction to such events could have negative impacts on our business by increasing our operating costs and our borrowing costs as well as decreasing the capital available for our customers to purchase our services. General inflation in the United States, Europe and other geographies has risen to levels not experienced in recent decades. Additionally, inflation and price volatility may cause our partners or customers to reduce use of our services, which would harm our business operations and financial position.
If Volta is unable to attract and retain key employees and hire qualified management, technical, engineering and sales personnel, its ability to compete and successfully grow its business would be harmed.
Volta’s success depends on the continuing services of key employees, including members of its management team. The loss of any of these individuals could have a material adverse effect on Volta’s business, financial condition and results of operations. Volta’s success also depends, in part, on its continuing ability to identify, hire, attract, train and develop and retain highly qualified personnel. The inability to do so effectively would adversely affect its business. Competition for employees can be intense, particularly in the San Francisco Bay Area where Volta is headquartered, and the ability to attract, hire and retain them depends on Volta’s ability to provide competitive compensation. In addition, Volta competes for qualified personnel with its other competitors in the EV charging industry, who may seek to hire Volta’s employees from time to time due to their industry expertise. Volta may not be able to attract, assimilate, develop or retain qualified personnel in the future, and failure to do so could adversely affect its business, including its growth prospects and ability to expand into new markets and geographies. See also “— Failure to effectively expand Volta’s sales, marketing and operational team could harm its ability to grow its business and strategic partnerships and achieve broader market acceptance of its products and services.”
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Any continued expansion by Volta into international markets will expose it to additional tax, compliance, market and other risks and there can be no assurance that any such expansion will be successful.
Although Volta’s primary operations are currently in the United States, Volta’s strategy includes the continued expansion of its business into international markets, including countries in addition to Germany and France in the European Union (“EU”) and potential other markets in North America, and Volta may develop further contractual relationships with parts and manufacturing suppliers outside of the U.S. See also “- The use of suppliers and manufacturers outside of the United States creates additional operational and financial risks for Volta’s business.” As Volta expands its operations in Europe and if Volta elects to expand into any other international markets, managing this expansion will require additional resources and controls, the recruiting and hiring of critical personnel and development of local infrastructure, identification of key business partners and site hosts and competition with existing participants in the local EV charging markets, which may be well established at the time of Volta’s entry. Volta’s international expansion could also subject it to risks associated with international operations, including:
•conformity with applicable business customs, including translation into foreign languages and associated expenses;
•lack of availability of or restricted access to government incentives and subsidies;
•changes to its business model from that deployed in the United States due to differing local laws, regulations or user habits;
•cost of alternative power sources, which could vary meaningfully outside the United States;
•difficulties in establishing, staffing and managing foreign operations in an environment of diverse culture, laws and business practices, and the increased travel, infrastructure and legal and compliance costs associated with international operations;
•installation challenges, including those associated with local licensing and permitting requirements;
•differing driving habits and transportation modalities in other markets;
•differing levels of demand among prospective site hosts and content partners;
•compliance with local restrictions and regulations on outdoor digital displays, including content and location-based restrictions that may impact the placement of Volta’s content-driven charging stations or Volta’s ability to engage with local content partners;
•compliance with multiple, potentially conflicting and changing governmental laws, regulations, certifications and permitting processes including environmental, banking, employment, tax, information security, privacy and data protection laws and regulations such as the EU General Data Protection Regulation (“GDPR”), national legislation implementing the same and changing requirements for legally transferring data out of the European Economic Area;
•compliance with U.S. and foreign anti-bribery laws including the Foreign Corrupt Practices Act (“FCPA”) and the United Kingdom Anti-Bribery Act;
•conforming products to various international regulatory and safety requirements as well as charging and other electric infrastructures;
•difficulties in collecting payments in foreign currencies and associated foreign currency exposure, which may result in losses from remeasurement;
•restrictions on repatriation of earnings;
•difficulties in translating foreign-currency denominated financial results into Volta’s consolidated financial statements, which may result in losses from translation;
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•challenges in obtaining intellectual property protection, policing the unauthorized use of intellectual property or pursuing enforcement of intellectual property rights outside of the United States;
•challenges in securing branding rights in new jurisdictions, including in the event of similar or conflicting brands existing in local markets, as well as any changes to branding driven by local considerations;
•challenges in integrating and managing an international team, including the establishment of and integration of information technology systems and financial controls;
•compliance with potentially conflicting and changing laws of taxing jurisdictions and compliance with applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws; and
•regional economic and political conditions.
In addition, expansion has and continued expansion is likely to involve the incurrence of significant upfront capital expenditures. As a result of these risks, any potential future international expansion efforts Volta may pursue may not be successful, and Volta may not be able to recover the benefit of any upfront costs or capital expenditures has incurred and it may incur in the future. If Volta continues to commit substantial resources to any such expansion efforts and such efforts are not successful, Volta’s business, financial condition and results of operations could be adversely affected. In addition, a failure to expand into additional international markets could limit Volta’s ability to grow its business and achieve and sustain profitability.
Further, international sales entail a variety of risks, including currency exchange fluctuations, challenges in staffing and managing foreign operations, tariffs and other trade barriers, unexpected changes in legislative or regulatory requirements of foreign countries into which Volta sells its products and services, difficulties in obtaining export licenses or in overcoming other trade barriers, laws and business practices favoring local companies, political and economic instability, difficulties protecting or procuring intellectual property rights, and restrictions resulting in delivery delays and significant taxes or other burdens of complying with a variety of foreign laws. In particular, in February 2022, armed conflict escalated between Russia and Ukraine. The EU and other governments in jurisdictions in which we plan to operate in have imposed severe sanctions and export controls against Russia and Russian interests, and have threatened additional sanctions and controls. It is not possible to predict the broader consequences of this conflict, which could include further sanctions, embargoes, greater regional instability, geopolitical shifts and other adverse effects on macroeconomic conditions, currency exchange rates, supply chains and financial markets.
Volta’s management has limited experience in operating a public company.
Many Volta executive officers have limited experience in the management of a publicly traded company. The management team may not successfully or effectively manage the transition to a public company that will be subject to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with the increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities, which will result in less time being devoted to the management and growth of the company’s operations. Volta may not have adequate personnel with the appropriate level of knowledge, experience and training in accounting policies, compliance practices or internal controls required of public companies. The development and implementation of the standards and controls and the hiring of experienced personnel necessary to achieve the level of accounting standards required of a public company may require expenditures greater than expected, and a delay could impact Volta’s ability or prevent it from accurately and timely reporting its operating results (for example, the restatement of the financial statements for the period ended September 30, 2021 in March 2022), timely filing required reports with the SEC and complying with Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”). Volta has and will continue to need to expand its employee base and hire additional employees to support its operations as a public company, which will increase its operating costs in future periods. See also “— Failure to build Volta’s finance infrastructure and improve its accounting systems and controls could impair Volta’s ability to comply with the financial reporting and internal controls requirements for publicly traded companies.”
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The requirements of being a public company may strain Volta’s resources, divert management’s attention and affect its ability to attract and retain qualified board members and officers.
Volta is subject to the reporting requirements of the Exchange Act, the listing requirements of the NYSE, and other applicable securities rules and regulations. Compliance with these rules and regulations has increased its legal and financial compliance costs, make some activities more difficult, time-consuming or costly and increase demand on Volta’s systems and resources. The Exchange Act requires, among other things, that Volta file annual, quarterly and current reports with respect to its business and results of operations and maintain effective disclosure controls and procedures and internal control over financial reporting. To maintain and, if required, improve Volta’s disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. Similar resources and management oversight are required to monitor regulatory developments at the SEC that may impose new disclosure requirements. As a result, management’s attention may be diverted from other business concerns, which could harm Volta’s business and results of operations. Although Volta has already hired additional employees in preparation for these heightened requirements, it may need to hire more employees or engage additional consultants to assist in public company compliance matters, which would increase its costs and expenses.
Volta has identified material weaknesses in its internal controls over financial reporting. If Volta is unable to remediate these material weaknesses, or if Volta identifies additional material weaknesses in the future or otherwise fails to maintain an effective system of internal control over financial reporting, this may result in material misstatements of Volta’s consolidated financial statements or cause Volta to fail to meet its periodic reporting obligations.
As Volta qualifies as an Emerging Growth Company, the exclusion of management’s attestation on internal control over financial reporting is permitted (see Item 9A Controls and Procedures).
In connection with the preparation and audit of Volta’s consolidated financial statements for the years ended December 31, 2021 and 2020, material weaknesses were identified in its internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of Volta’s annual or interim financial statements will not be prevented or detected on a timely basis. The following deficiencies in internal control over financial reporting were identified as material weaknesses:
•Volta did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to appropriately analyze, record and disclose complex technical accounting matters, including equity transactions and asset retirement obligations, commensurate with its accounting and reporting requirements.
•Volta did not maintain a sufficient complement of personnel to ensure appropriate segregation of duties to ensure that all journal entries and reconciliations were reviewed by an individual other than the preparer. Additionally, the Chief Financial Officer had inappropriate access rights in the general ledger system.
•Volta did not design and maintain formal accounting policies, procedures and controls over significant accounts and disclosures to appropriately prevent, detect or correct material misstatements which resulted in a high volume of correcting journal entries recorded subsequent to year-end; and
•Volta did not design and maintain effective controls over certain information technology general controls for information systems that are relevant to the preparation of its consolidated financial statements. Specifically, Volta did not design and maintain program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately during migration.
The material weaknesses could result in a misstatement of substantially all of Volta's accounts or disclosures and did result in a material misstatement to the interim consolidated financial statements causing Volta to file an amended Quarterly Report on Form 10-Q/A for the three and nine months ended September 30, 2021 and could result in additional material misstatements to the interim or annual consolidated financial statements that have not
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been prevented or detected. We have concluded that these material weaknesses arose because, as a recently private company, we did not have the necessary business processes, systems, personnel, and related internal controls necessary to satisfy the accounting and financial reporting requirements of a public company.
Volta has begun implementation of a plan to remediate these material weaknesses. These remediation measures are ongoing and include hiring additional accounting and financial reporting personnel and implementing additional policies, procedures and controls.
In order to maintain and improve the effectiveness of its internal control over financial reporting, Volta has expended, and anticipates that Volta will continue to expend, significant resources, including accounting-related costs and significant management oversight. Volta’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after it is no longer an “emerging growth company” as defined in the JOBS Act. At such time, Volta’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which its internal control over financial reporting is documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect the business and operating results of the Company and could cause a decline in the price of Volta Class A Common Stock.
If Volta identifies new, different or additional material weaknesses in its internal control over financial reporting or is unable to assert that its internal control over financial reporting is effective, or if Volta’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal controls over financial reporting when Volta no longer qualifies as an emerging growth company and is an accelerated filer, or if Volta cannot otherwise provide reliable financial reports or prevent fraud, investors may lose confidence in the accuracy and completeness of Volta’s financial reports and the market price of its common stock could be adversely affected, and Volta could become subject to sanctions or investigations by the SEC, NYSE or other regulatory authorities, which could require additional financial and management resources.
Volta may need to raise additional funds and these funds may not be available when needed.
Volta may need to raise additional capital in the future to further scale its business and expand to additional markets. Volta may raise additional funds through the issuance of equity, equity-related or debt securities, through obtaining credit from government or financial institutions or by engaging in joint ventures or other alternative forms of financing. Volta cannot be certain that additional funds will be available on favorable terms when required, or at all. If Volta cannot raise additional funds when needed, its financial condition, results of operations, business and prospects could be materially and adversely affected. If Volta raises funds through the issuance of debt securities or through loan arrangements, the terms of such debt securities or loan arrangements could require significant interest payments, contain covenants that restrict Volta’s business, or contain other unfavorable terms. In addition, to the extent Volta raises funds through the sale of additional equity securities, Volta stockholders would experience additional dilution.
Volta’s headquarters and a large number of its EV chargers are located in active earthquake, tornado, hurricane, fire and other natural disaster zones; an earthquake, a wildfire or other natural disaster or resource shortages, including public safety power shut-offs that have occurred and will continue to occur in California and other markets, could disrupt and harm its operations and those of Volta’s site hosts and drivers that use its chargers.
Volta is headquartered in the San Francisco Bay Area and its headquarters, a majority of its team and a large number of its EV chargers are located in active earthquake and fire zones. The occurrence of a natural disaster such as an earthquake, tornado, hurricane, blizzard or ice storm, drought, flood, fire, localized extended outages of critical utilities (such as California’s public safety power shut-offs) or transportation systems, or any critical resource shortages could cause a significant interruption in its business, damage or destroy its facilities or inventory, and cause it to incur significant costs, any of which could harm its business, financial condition and results of operations. The insurance Volta maintains may not be adequate to cover losses in any particular case. In addition, rolling public safety power shut offs can affect user acceptance of EVs, as EV charging may be unavailable at the desired times, or at all, during these events. If these events persist, the demand for EVs could decline, which would result in reduced
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demand for EV charging solutions and could adversely affect Volta’s business, financial condition and results of operations.
Volta’s estimates of market opportunity and forecasts of market growth may prove to be inaccurate.
Market opportunity estimates and growth forecasts, whether obtained from third-party sources or developed internally, are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate. This is especially so at the present time due to the uncertain and rapidly changing projections of the severity, magnitude and duration of the COVID-19 pandemic, as well as changing projections as to EV adoption rates. The estimates and forecasts included in this prospectus relating to the size and expected growth of the target market, market demand, EV adoption across individual market verticals and use cases, content demand, ability of charging infrastructure to address charging demand and related pricing may also prove to be inaccurate. In particular, estimates regarding the current and projected market opportunity for EV charging throughput or Volta market share capture are difficult to predict. The estimated addressable markets may not materialize in the time frame of the projections included herein, if ever, and even if the markets meet the size estimates and growth estimates presented in this prospectus, Volta’s business could fail to grow at similar rates. Alternatively, estimated addressable markets may exceed Volta's forecasts and Volta may be unable to meet demand and face competition from companies with greater access to capital and other resources.
Volta’s charging stations are often located in outdoor areas that are publicly accessible and may be exposed to weather-related damage, inadvertent accidents or vandalism or misuse by drivers or other individuals, which could increase Volta’s replacement and maintenance costs.
Volta’s EV chargers are typically located in publicly accessible outdoor areas and may be subject to damage from a number of sources. Volta’s chargers are subject to exposure to the elements and weather-related impacts and wear and tear, as well as the risk of inadvertent or accidental damage by drivers or from other vehicles, including due to vehicle collisions or charger misuse. Volta’s charging stations may also be exposed to intentional damage and abuse, including vandalism or other intentional property damage, any of which would increase wear and tear of the charging equipment and could result in such equipment being irreparably damaged or destroyed. Such damage or increased wear and tear could shorten the usable lifespan of the chargers and require Volta to increase its spending on replacement and maintenance costs, and could result in site hosts reconsidering the value of hosting Volta EV charging stations at their sites. In addition, the cost of any such damage may not be covered by Volta’s insurance in full or at all and, in the event of repeated damage to Volta’s charging equipment, Volta’s insurance premiums could increase and it could be subject to additional insurance costs or may not be able to obtain insurance at all, any of which could have an adverse effect on its business. See also “— Volta maintains certain levels of insurance; Volta may, however, face claims from time to time that could exceed its insurance coverage or not fall within its coverage.”
Volta is dependent upon the availability of electricity at its current and future charging sites or upon the installation of new electricity service at host sites by utilities. Cost increases, delays, new or increased taxation and/or other restrictions on the availability or cost of electricity could adversely affect Volta’s business, financial condition and results of operations.
The operation and development of Volta’s charging network is dependent upon the availability of electricity at its charging sites at a reasonable cost, which is beyond its control, and upon the installation of new electricity service at host sites by utilities. The development of Volta’s charging network is also dependent on electrical grid capacity. If electrical grid capacity for new projects is unavailable or delayed, it could delay or constrain the growth of Volta’s charging network. Volta’s charging sites, including those using existing site electricity and those for which new electricity service is being installed, are affected by problems accessing electricity sources, such as planned or unplanned power outages. In recent years, shortages of electricity have resulted in increased costs to users and interruptions in service. For example, California has experienced rolling blackouts due to excessive demands on the electrical grid or as precautionary measures against the risk of wildfire, Texas recently experienced widespread outages, rolling blackouts and electricity price spikes arising from cold weather conditions and other markets in which Volta operates can experience significant power outages from time to time. Climate change may increase the frequency of such weather-related energy security issues. In the event of a power outage or shortage, Volta will
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typically be dependent on the utility company and/or the site host to restore power or provide power at a reasonable cost. In addition, if Volta’s EV charging stations are not able to deliver charging to drivers due to problems with availability of electricity, equipment failure or otherwise, drivers will not be able to charge their EVs at Volta’s EV charging stations and Volta may be unable to meet its contractual commitments, including to its content partners (for example, if charging station displays are not operational). Any power outage, particularly any prolonged power outage, could result in drivers losing confidence in EV charging, dissatisfaction among Volta’s site hosts and content partners and adversely affect Volta’s business, financial condition and results of operations.
In addition, changes in utility electricity pricing, new and restrictive constructs from regulations or additional taxation applicable to electricity pricing, or changes to, or to the interpretation of, existing governmental laws relating to electricity pricing or availability, may adversely impact future operating results. For example, Volta currently provides free EV charging to drivers as part of its business model. If the free charging offered by Volta were to become subject to taxation due to the implementation of new laws or regulations or changes in interpretation of existing laws or regulations, Volta’s revenues would be adversely affected. As Volta further deploys its paid charging features and services, pricing restrictions may also limit its ability to implement its desired pricing schemes or may intensify competitive pressures on the electricity pricing Volta can offer. Alternatively, if Volta’s EV charging stations, and in particular its DCFCs, experience high utilization, Volta may become subject to “demand charges” on the electricity it provides to drivers under existing commercial utility rate structures, and the demand charges may be substantial.
Further, utility rates may change in a way that adversely affects EV charging or in a way that may limit Volta’s ability to access certain beneficial rate schedules. Utilities or other regulated entities with monopoly power could also receive authority to provide charging services that result in an anti-competitive advantage relative to Volta and other private sector operators. Any such changes, surcharges or new and restrictive constructs or taxation could adversely affect Volta’s business, financial condition and results of operations.
While Volta to date has not made many material acquisitions, should it pursue acquisitions in the future, it would be subject to risks associated with acquisitions.
Volta may acquire additional assets, products, technologies or businesses that are complementary to its existing business. The process of identifying and consummating acquisitions and the subsequent integration of new assets and businesses into Volta’s own business would require attention from management and could result in a diversion of resources from its existing business, which in turn could have an adverse effect on its operations. Acquired assets or businesses may not generate the expected financial results. Acquisitions could also result in the use of cash, potentially dilutive issuances of equity securities, the incurrence of additional indebtedness, the occurrence of goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant. To date, Volta has no experience with material acquisitions and the integration of acquired assets, businesses and personnel. Failure to successfully identify, complete, manage and integrate acquisitions could adversely affect Volta’s business, financial condition and results of operations.
Volta maintains certain levels of insurance; Volta may, however, face claims from time to time that could exceed its insurance coverage or not fall within its coverage.
Volta maintains insurance policies for its charging stations and its corporate assets. This insurance coverage protects Volta in the event it suffers losses resulting from negligence, theft, fraud or other similar events or from business interruptions caused by such events. Volta may be subject to claims that users of its charging stations have been injured or harmed by or while using its products, including false claims or erroneous reports relating to safety, security or privacy issues, or that personal property has been damaged by or as a result of use of its charging stations. See also “— Risks Related to Volta’s Technology, Intellectual Property and Infrastructure — Volta’s charging stations and mobile application platform could contain undetected defects, errors or bugs in hardware or software and, as an emerging technology, the full operating life of the equipment in Volta’s charging stations is not fully known and may malfunction through repeated use, any of which could result in property damage or bodily injury. If any of Volta’s or its competitors’ charging stations cause property damage or bodily injury, whether as the result of operator misuse, defect, malfunction or otherwise, the public may develop a negative perception of EVs,
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EV charging, or Volta and its brand image, which would adversely affect Volta’s business, financial condition and results of operations.” Although Volta maintains insurance to help protect it from the risk of such claims, such insurance may not be sufficient or may not apply to all situations. Further, Volta’s insurance claims could be denied for various reasons, causing Volta to bear the full cost of any losses or liabilities. In addition, Volta maintains insurance policies for its directors and officers. However, such insurance is significantly costly and may not be sufficient or adequately cover potential losses and may also be subject to denial of claims.
Changes in consumer behavior, such as a continuation or acceleration of the transition from place-based to online commerce, could adversely affect Volta’s business, financial condition and results of operations.
Though Volta partners with a wide array of site partners in industries and locations to install its stations, many of Volta’s site partners are retail centers and grocery stores. If place-based commerce continues to move online or is outsourced, including through online shopping, video streaming sites, and app-based delivery services, it could result in decreased foot traffic at, reduced operating hours at, or closure of such sites and a corresponding decline in demand for paid content space on Volta charging digital displays, which could adversely affect Volta’s business, financial condition and results of operations.
Risks Related to the EV Market
Volta’s future growth and success is correlated with and thus dependent upon the continuing rapid adoption of and demand for EVs by businesses and drivers. In addition, the success of alternative fuels, competing technologies or alternative transportation options or technologies could undermine Volta’s prospects.
Volta’s future growth is ultimately dependent upon the adoption of and demand for EVs both by businesses and drivers. The market for EVs is still rapidly evolving, characterized by rapidly changing technologies, increasing driver choice as it relates to available EV models, their pricing and performance, evolving government regulation and industry standards, changing driver preferences and behaviors, intensifying levels of concern related to environmental issues and governmental initiatives related to climate change and the environment generally. In addition, the success of alternative fuels, competing technologies or alternative transportation options or technologies could result in the increased adoption of such fueling models or alternative technologies in place of EVs and EV charging and adversely affect Volta’s business and prospects for future growth.
Volta’s revenues are derived in part from EV drivers’ driving and charging behavior. Potential shifts in behavior may include but are not limited to changes in annual vehicle miles traveled, preferences for urban versus suburban versus rural and public versus private charging, demand from rideshare or urban delivery fleets and the emergence of autonomous vehicles and/or new forms of mobility. Although demand for EVs has grown in recent years, there is no guarantee of continuing future demand.
In addition, the EV fueling model is different from gasoline and other fuel models, requiring behavior changes and education of businesses, drivers, regulatory bodies, local utilities and other stakeholders. Further developments in, and improvements in affordability of, alternative technologies, such as renewable diesel, biodiesel, ethanol, hydrogen fuel cells or compressed or renewable natural gas, proliferation of hybrid powertrains involving such alternative fuels or improvements in the fuel economy of ICE vehicles, whether as the result of regulation or otherwise, may materially and adversely affect demand for EVs and EV charging stations in some market verticals. Regulatory bodies may also adopt rules that substantially favor certain alternatives to petroleum-based propulsion over others, which may not necessarily be EVs. Local jurisdictions may also impose restrictions on urban driving due to congestion, which may prioritize and accelerate micromobility trends and slow EV adoption growth.
If the market for EVs develops more slowly than expected, or if demand for EVs decreases or if any of the above cause or contribute to automakers reducing the availability of EV models or cause or contribute to drivers or businesses no longer purchasing EVs or purchasing fewer of them, Volta’s growth could be reduced and its business, prospects, financial condition and results of operations could be adversely affected. Alternatively, if the market develops faster than expects, Volta may be unable to meet increased demands for charging infrastructure and fall behind better funded competitors with access to greater resources, including a larger work force, which could
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result in an adverse effect on Volta's growth, business, prospects, financial condition and results of operations. The market for EVs could be affected by numerous factors, such as:
•perceptions about EV features, quality, driver experience, safety, performance and cost;
•perceptions about the limited range over which EVs may be driven on a single battery charge and about availability and access to sufficient public EV charging stations;
•developments of and improvements in faster charging technologies;
•developments in, and improvements in affordability of, and public perception of, alternative technologies, such as renewable diesel, biodiesel, ethanol, hydrogen fuel cells or compressed or renewable natural gas;
•competition, including from other types of alternative fuel vehicles (such as hydrogen fuel cell vehicles), plug-in hybrid EVs and high fuel-economy ICE vehicles;
•increases in fuel efficiency in legacy ICE and hybrid vehicles;
•volatility in the price of gasoline and diesel at the pump;
•concerns regarding the stability of the electrical grid;
•the decline of an EV battery’s ability to hold a charge over time;
•availability of service for EVs;
•availability of rare earth minerals for EV batteries and related infrastructure;
•drivers’ perception about the convenience, speed and cost of EV charging;
•government regulations and economic incentives, including adverse changes in, or expiration of, favorable tax incentives related to EVs, EV charging stations or decarbonization generally;
•concerns relating to end of life of EV charging infrastructure and the costs of replacing and recycling outdated EV charging stations, including potential environmental impact;
•relaxation of government mandates or quotas regarding the sale of EVs;
•the number, price and variety of EV models available for purchase; and
•concerns about the future viability of EV manufacturers.
In addition, sales of vehicles in the automotive industry can be cyclical, which may affect growth in acceptance of EVs. It is uncertain how macroeconomic factors will impact demand for EVs, particularly since they have historically and may continue to be more expensive than traditional gasoline-powered vehicles, when the automotive industry globally has been experiencing a recent decline in sales. Furthermore, because fleet operators often make large purchases of EVs, this cyclicality and volatility in the automotive industry may be more pronounced with commercial purchasers, and any significant decline in demand from these customers could reduce demand for EV charging and Volta’s products and services.
While many global OEMs and several new market entrants have announced plans for new EV models, the lineup of EV models expected to come to market over the next several years may not materialize in that timeframe or may fail to attract sufficient customer demand. Demand for EVs may also be affected by factors directly impacting automobile prices or the cost of purchasing and operating automobiles, such as sales and financing incentives, prices of raw materials and parts and components, cost of fuel and governmental regulations, including tariffs, import regulation and other taxes. Volatility in demand may lead to lower vehicle unit sales, which may result in reduced demand for EV charging solutions and therefore adversely affect Volta’s business, financial condition and results of operations.
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The batteries used in EVs are manufactured from raw materials, including rare earth minerals such as lithium and nickel, that may be subject to price fluctuations, shortages or interruptions of supply due to currency fluctuations, trade barriers, tariffs or other general economic or political conditions, the occurrence of any of which may adversely affect the demand for EVs and as a result the demand for Volta’s charging stations.
Volta’s success is tied directly to the ability of EV manufacturers to produce EVs that attract drivers. Rare earth minerals are among the key raw materials necessary for the production of the batteries used in EVs. Prices for rare earth minerals, most notably lithium, have been volatile and may, together with other key components, increase significantly as a result of an increased demand for materials required to manufacture and assemble battery cells. In addition, rare earth minerals are affected by other factors beyond its control such as currency fluctuations, trade barriers, tariffs, interest rates, exchange rates, inflation or deflation, global and regional supply and demand for rare earth minerals and products and the political and economic conditions of countries that produce rare earth minerals and products. Some of the rare earth minerals used to manufacture batteries for EVs are sourced from other countries, including potentially China. Changes in global political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in China or other countries where these rare earth minerals are purchased could adversely impact EV manufacturers’ ability to obtain or produce batteries for their EVs in sufficient quantities, in a timely manner or at a commercially reasonable cost. Diminished availability, delays in production or higher costs passed on to customers may adversely affect the growth of the EV market and demand for EVs, which could adversely affect demand for Volta’s charging stations.
The EV market currently benefits from the availability of rebates, tax credits and other financial incentives from governments, utilities and others to offset the purchase or operating cost of EVs and EV charging stations. The reduction, modification or elimination of such benefits could cause reduced demand for EVs and EV charging stations, which would adversely affect Volta’s business, financial condition and results of operations.
The U.S. federal government, some state and local governments and international governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits and other financial incentives, such as payments for regulatory credits. The EV market relies on these governmental rebates, tax credits and other financial incentives to significantly lower the effective costs associated with EVs and EV charging stations. However, these incentives may expire on a particular date, end when the allocated funding is exhausted or be reduced or terminated as a matter of regulatory or legislative policy. Any reduction in rebates, tax credits or other financial incentives could negatively affect the EV market and adversely impact demand for EVs and EV charging stations, which could adversely affect Volta’s business, financial condition, results of operations and expansion potential.
In particular, in connection with the production, delivery, placement into service and ongoing operation of its charging stations, Volta earns and expects to continue to earn various tradable regulatory credits, in particular California’s LCFS credits, as well as carbon credits under comparable LCFS programs in other states. Volta earns revenue from the sale of these credits, and expects to continue to sell future credits, to entities that generate deficits under the LCFS programs and are obligated to purchase the credits and use them to offset their deficits or emissions, primarily petroleum refiners and marketers, and other entities that can use the credits to comply with the program requirements. However, there is no guarantee that such credits will continue to be available for sale, including at prices forecasted by Volta, or that regulatory restrictions would not be imposed on the proceeds from the sale of such credits in the future. For example, LCFS credit pricing may fluctuate and may come under pressure if clean fuels, possibly including EVs, achieve a higher-than-expected market penetration. Further, Volta may not be able to market all LCFS credits, may have to sell LCFS credits at below projected prices or may not be able to sell LCFS credits at all. Additionally, the price at which the regulatory credits can be sold may not be known at the time the activities that generate the credits are undertaken. As a result, Volta bears the risk of any change in pricing of the credits between the time that the activities that generate the credits are undertaken and the time the credits are monetized, which Volta may not be able to mitigate through hedging transactions. LCFS program rules may also be revised in the future in ways that disadvantage certain types of clean fuels, including charging electricity used in EVs, or may not be extended further. In addition, Volta relies on various internally-developed and third-party software reporting tools to calculate the regulatory credits earned from Volta’s charging network. Any failure by Volta to accurately calculate such credits, either due to a failure by Volta or any third-party software that it uses,
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could adversely affect Volta’s ability to sell, and the revenue it derives from the sale of, these credits and adversely affect Volta’s business and financial condition.
Additionally, tax credits available under Section 30C of the Code for the installation of certain EV charging equipment expired at the end of 2021. Congress is considering extending the availability of those tax credits as well as the applicability of those tax credits. Should Congress fail to do so, or provide for a narrow application of those credits, Volta may not be able to realize anticipated benefits from those credits. Any failure of Congress to extend the availability or applicability of those credits and any limitations imposed on Volta’s ability to derive any revenue or other income from those tax credits could adversely affect Volta’s business and financial condition.
Further, new tariffs and policies that could incentivize overbuilding of infrastructure may also have a negative impact on the economics of Volta’s charging stations. If Volta does not have the necessary tax or other attributes to obtain the benefits of or monetize any such credits and Volta’s existing competitors or new market entrants are able to do so on favorable terms or more efficiently, such competitors or new market entrants may be able to offer more favorable economics to business partners and drivers than Volta. If Volta is not eligible for grants or other incentives under any available programs, while Volta’s competitors are, it may adversely affect Volta’s competitiveness or results of operations.
The EV charging market is characterized by rapid technological change, which requires Volta to continue to develop new products and product innovations and maintain and expand its intellectual property portfolio. Any delays in such developments could adversely affect market adoption of Volta’s products and its business, financial condition and results of operations.
Continuing technological changes in battery and other EV technologies could adversely affect adoption of current EV charging technology, continuing and increasing reliance on EV charging infrastructure and/or the use of Volta’s products and services. In addition, evolving legal and regulatory requirements may drive further changes to EV charging technologies. Volta’s future success will depend in part upon its ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, to maintain and expand its existing intellectual property portfolio and to introduce a variety of new product and services offerings to address the changing needs of the EV charging market.
As EV technologies change, Volta may need to upgrade or adapt its charging station technology and introduce new products and services in order to serve vehicles that have the latest technology, in particular battery technology, which could involve substantial costs. In addition, changes in regulatory requirements, such as California’s Electric Vehicle Charging Stations Open Access Act, which regulates credit card payment functionality on EV charging stations, could require Volta to develop and adopt technologies for its charging stations that Volta would otherwise not adopt, in order to ensure it remains in compliance with applicable law. Even if Volta is able to keep pace with changes in technology and develop new products and services, its research and development expenses could increase, its financial condition and results of operations could be adversely affected and its prior products could become obsolete more quickly than expected.
Volta cannot guarantee that any new EV charging stations it develops will be released in a timely manner, or at all, or achieve market acceptance. Delays in delivering new charging stations that appeal to Volta’s site hosts and content partners and meet driver demand could damage Volta’s relationships with its business partners and lead them to seek alternative products or services. Delays in introducing new products and innovations or the failure to offer innovative products or services at competitive prices may cause existing and potential business partners and drivers to use Volta’s competitors’ products or services.
If Volta is unable to devote adequate resources to develop improvements or enhancements to its existing charging stations or cannot otherwise successfully develop new products or services that meet the requirements of its business partners and drivers that use its EV charging stations on a timely basis or that remain competitive with technological alternatives, its products and services could lose market share, its revenue could decline, it may experience higher operating losses and its business, prospects, financial condition and results of operations could be adversely affected.
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Risks Related to Volta’s Technology, Intellectual Property and Infrastructure
Volta’s charging stations and mobile application platform could contain undetected defects, errors or bugs in hardware or software and, as an emerging technology, the full operating life of the equipment in Volta’s charging stations is not fully known and may malfunction through repeated use, any of which could result in property damage or bodily injury. If any of Volta’s or its competitors’ charging stations cause property damage or bodily injury, whether as the result of operator misuse, defect, malfunction or otherwise, the public may develop a negative perception of EVs, EV charging or Volta and its brand image, which could adversely affect Volta’s business, financial condition and results of operations.
Volta is developing and operating in an emerging technology sector and the operating life of its charging station equipment and technologies is not fully known. Volta’s charging stations could contain undetected defects, errors or bugs in hardware or software or could malfunction through repeated use, exposure to the elements, vandalism or misuse or the passage of time, any of which could result in property damage or bodily injury. See also “— Risks Related to Volta’s Business — Volta’s charging stations are often located in outdoor areas that are publicly accessible and may be exposed to weather-related damage, inadvertent accidents or vandalism or misuse by drivers or other individuals, which could increase Volta’s replacement and maintenance costs.” If any of Volta’s charging stations cause property damage or bodily injury, whether due to undetected defects, errors or bugs or external circumstances, Volta may be subject to legal claims by site hosts and/or drivers that use its charging stations and its brand and reputation could be adversely affected, which could adversely affect its business, financial condition and results of operations. In addition, if any EV charging stations owned or operated by Volta’s competitors cause property damage or bodily injury, the public may develop a negative perception of EVs and the EV charging industry generally, which could adversely affect Volta’s brand and reputation even if the incident was not related to Volta’s products or services.
If Volta is subject to claims that its charging stations have malfunctioned and persons were injured or purported to be injured, any insurance that Volta carries may not be sufficient or may not apply to all situations to cover all expenses arising from or in connection with such claims. Similarly, to the extent that such malfunctions are related to components obtained from third-party vendors, or third-party installers, such vendors may not assume responsibility for such malfunctions. Further, Volta relies on some single source suppliers and manufacturers, some of which are also early stage companies, the unavailability or failure of which can pose risks to supply chain or product shipping situations. See “— Risks Related to Volta’s Business — Volta relies on a limited number of suppliers and manufacturers for the manufacture and supply of Volta’s charging stations, some of which are also early stage companies. A loss of any of these partners or defects in or failure of the products with which they supply Volta could negatively affect Volta’s business.” If such malfunctions or injuries arise from components sourced from such suppliers or manufacturers, such suppliers or manufacturers may not have the financial capability to address their responsibility for any such malfunctions. In addition, Volta’s site hosts could be subjected to claims as a result of such incidents and may bring legal claims against Volta to attempt to hold it liable. Any of these events could adversely affect Volta’s brand, relationships with its site hosts and content partners, its reputation with drivers and its business, financial condition and results of operations.
Furthermore, Volta’s mobile application platform, which was recently developed by Volta, is complex and includes a number of licensed third-party commercial and open-source software libraries. Volta’s mobile application and other software platforms have contained defects and errors and may in the future contain undetected defects or errors. Volta is continuing to evolve the features and functionality of its mobile application platform through updates and enhancements, including, in particular, to include additional check-in and payment processing features, and there can be no assurance that Volta’s efforts to enhance existing features or develop new functionality for its mobile application will be successful at all or without introducing additional defects or errors that may not be detected until after deployment to users. Volta is also continuing to scale its technology team, which may not be successful in developing a robust, defect-free platform. If Volta’s products and services, including any updates or patches, are not implemented or used correctly or as intended, inadequate performance and disruptions in service may result, which could result in complaints from Volta’s business partners and drivers that use its products, lawsuits and adversely impact Volta’s brand and reputation.
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As part of its service offerings, Volta also licenses certain predictive software to third parties to help them predict electricity grid needs and identify prospective EV charging penetration over time. Defects and errors in such software offerings, including as a result of the limited capacity of Volta’s currently scaling technology team, could harm Volta’s reputation with such utility companies and lead to loss of business and revenues.
Any defects or errors in product or services offerings, or the perception of such defects or errors, or other performance problems could result in any of the following, each of which could adversely affect Volta’s business, financial condition and results of operations:
•expenditure of significant financial and product development resources, including recalls, in efforts to analyze, correct, eliminate or work around errors or defects;
•loss of existing or potential business partners;
•interruptions or delays in sales;
•delayed or lost revenue;
•delay or failure to attain market acceptance;
•delay in the development or release of new functionality or improvements;
•negative publicity and reputational harm, including with drivers that use Volta’s charging stations, leading to decreased demand for its products and services among its site hosts and content partners;
•sales credits or refunds;
•exposure of confidential, personal or proprietary information;
•diversion of development and customer service resources;
•breach of warranty claims;
•legal claims under applicable laws, rules and regulations; and
•the expense and risk of litigation.
Volta also faces the risk that any contractual protections it seeks to include in its agreements with site hosts, construction partners, content partners, suppliers and manufacturers are rejected, not implemented uniformly or may not fully or effectively protect from claims by such business partners or other third parties. Any insurance coverage or indemnification obligations of suppliers may not adequately cover all such claims, or cover only a portion of such claims. A successful product liability, warranty or other similar claim could have an adverse effect on Volta’s business, financial condition and results of operations. In addition, even claims that ultimately are unsuccessful could result in expenditure of funds in litigation, divert management’s time and other resources and cause reputational harm.
In addition, Volta relies on some open-source software and libraries for development of its products and services and may continue to rely on similar licenses. Third parties may assert a copyright claim against Volta regarding its use of such software or libraries, which could lead to the adverse results listed above. Use of such software or libraries may also force Volta to provide third parties, at no cost, the source code to its proprietary software, which may decrease revenue and lessen any competitive advantage Volta has due to the secrecy of its source code.
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Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm Volta’s business.
Computer malware, viruses, physical or electronic break-ins and similar disruptions in Volta’s EV charging stations, ad servers or internal systems could lead to interruption and delays in Volta’s services and operations and loss, misuse or theft of data. Computer malware, viruses, ransomware, hacking, phishing attacks or denial of service, against online networks have become more prevalent and may occur on Volta’s systems. Volta’s media-enabled EV charging stations also contain digital displays and some contain cameras that may be susceptible to security breaches, cyber-attacks and hacking. In addition, as Volta continues to implement payment card processing capabilities in its mobile application and charging stations, it may collect additional sensitive data that could be subject to data breach or targeting by bad actors. Any attempts by cyber attackers to disrupt Volta’s services or systems or to access and disrupt the operation of its EV charging stations, including by broadcasting content that may be deemed offensive or inappropriate or accessing and collecting charging station camera footage, if successful, could harm its business, introduce liability to data subjects, result in lawsuits or claims against Volta, result in the misappropriation of funds, be expensive to remedy, damage its reputation or brand and adversely affect its relationships with its site hosts, content partners, the payment card industry and drivers that use Volta’s charging stations. Insurance may not be sufficient to cover significant expenses and losses related to cyber-attacks. Even with the security measures implemented by Volta that are designed to detect and protect against cyber-attacks, and any additional measures Volta may implement or adopt in the future, Volta’s facilities and systems, and those of Volta’s EV charging stations and third-party service providers, could be vulnerable to security breaches, computer viruses, lost or misplaced data, programming errors, scams, burglary, human errors, acts of vandalism or other events. Efforts to prevent cyber attackers from entering computer systems are expensive to implement, and Volta may not be able to cause the implementation or enforcement of such prevention with respect to its third-party vendors. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of systems and technical infrastructure, including on Volta’s charging stations, may, in addition to other losses, harm Volta’s reputation, brand and ability to attract customers. Our facilities may also be vulnerable to security incidents or security attacks, acts of violence, vandalism or theft, misplaced or lost data, human errors, or other similar events that could negatively affect our systems, and our and our customer’s or employee’s, data.
Volta has and may in the future experience service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. Volta relies on carrier networks to support reliable operation, management and maintenance of its charger network, and charging session management and driver authentication depend, and payment processing will depend, on reliable connections with wireless communications networks. As a result, Volta’s operations depend on a handful of public carriers and are exposed to disruptions related to network outages and other communications issues on the carrier networks. See “— Risks Related to Volta’s Technology, Intellectual Property and Infrastructure — Interruptions, delays in service or inability to increase capacity with Volta’s cloud service providers could impair the use or functionality of Volta’s EV charging stations and other services, harm its business and subject it to liability.” If Volta’s EV charging stations or mobile application platform are unavailable when drivers attempt to access EV charging, they may seek other charging options from Volta’s competitors, which could reduce demand for its solutions from its site hosts and content partners.
There are several factors ranging from human error to data corruption that could materially impact the efficacy of any processes and procedures designed to enable Volta to recover from a disaster or catastrophe, including by lengthening the time services are partially or fully unavailable. For example, Volta relies on a centralized ad server for purposes of delivering its content across its EV charging network. A disruption of Volta’s ad server due to cyber-attack, human error, natural catastrophe or otherwise could result in Volta being unable to meet its obligations to its content partners, resulting in significant loss of revenue and reputational harm with Volta’s business partners. It may be difficult or impossible to perform some or all recovery steps and continue normal business operations due to the nature of a particular cyber-attack, disaster or catastrophe or other disruption, especially during peak periods, which could cause additional reputational damages, or loss of revenues, any of which could adversely affect Volta’s business, financial condition and results of operations.
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Unauthorized disclosure of personal or sensitive data or confidential information, whether through a breach of Volta’s computer systems or otherwise, could severely hurt its business.
Some aspects of Volta’s business involve or are expected in the future to involve the collection, receipt, use, storage, processing and transmission of personal information (of drivers that use its mobile applications, including names, addresses, e-mail addresses and, as Volta enhances its mobile application platform to include payment processing capability, payment and financial information through its payment processors), temporary footage from cameras in certain charging stations, driver preferences and confidential information and personal data about Volta’s customers and employees, its suppliers and Volta, some of which is entrusted to third-party service providers and vendors. For example, Volta currently collects and uses anonymized utilization data relating to its charging stations when drivers use charging stations, including charging session time, duration and kWh delivered, to facilitate its network planning and internal forecasting efforts. In addition, drivers may voluntarily elect to provide personal data, including e-mail address and vehicle make and model, through Volta’s mobile application. Volta also obtains anonymized visitation and mobile location data from third parties to further enable its charging network planning and development by better understanding foot and vehicle traffic in and around site partner locations and points of interest. As Volta continues to develop its mobile application, Volta intends to request that users opt in to provide additional information such as phone numbers and zip codes to facilitate better customer service. Volta increasingly relies on commercially available systems, software, tools (including encryption technology) and monitoring to provide security and oversight for processing, transmission, storage and protection of confidential information and personal data.
Despite the security measures Volta has in place, its EV charging stations, facilities, computing equipment (including laptops and tablets) and systems, and those of third parties with which Volta does business, may be vulnerable to security breaches, acts of vandalism and theft, computer viruses, misplaced or lost data, programming and/or human errors, or other similar events, and there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this type of confidential information and personal data. See also “— Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm Volta’s business.”
Electronic security attacks designed to gain access to personal, sensitive or confidential information data by breaching mission critical systems of large organizations are constantly evolving, and high-profile electronic security breaches leading to unauthorized disclosure of confidential information or personal data have occurred recently at a number of major U.S. companies. Attempts by computer hackers or other unauthorized third parties to penetrate or otherwise gain access to Volta’s computer systems or the systems of third parties with which Volta does business, or to the digital displays, camera feeds or other functions of Volta’s EV charging stations through cyber-attacks, hacking, fraud or other means of deceit, if successful, may result in the misappropriation of personal information, data, confidential business information and, following Volta’s implementation of payment processing functionality, payment information. Hardware, software or applications Volta utilizes may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. In addition, Volta’s employees, contractors or third parties with which Volta does business or to which Volta outsources business operations may attempt to circumvent its security measures in order to misappropriate such information and data, and may purposefully or inadvertently cause a breach or other compromise involving such information and data. Despite advances in security hardware, software and encryption technologies, the methods and tools used to obtain unauthorized access, disable or degrade service or sabotage systems are constantly changing and evolving, and may be difficult to anticipate or detect for long periods of time. Volta is implementing and updating its processes and procedures to protect against unauthorized access to, or use of, secured data and to prevent data loss. However, the ever-evolving threats mean Volta and its third-party service providers and vendors must continually evaluate and adapt their respective systems, procedures, controls and processes, and there is no guarantee that they will be adequate to safeguard against all data security breaches, misappropriation of confidential information, or misuses of personal data. Moreover, because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not identified until they are launched against a target, Volta and its suppliers or vendors may be unable to anticipate these techniques or to implement adequate preventative or mitigation measures.
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Despite Volta’s precautions, an electronic security breach in Volta’s systems (or in the systems of third parties with which Volta does business) that results in the unauthorized release of personally identifiable information regarding business partners, users, employees or other individuals or other sensitive data could nonetheless occur and lead to serious disruption of Volta’s operations, financial losses from remedial actions, loss of business or potential liability, including possible punitive damages and significant harm to Volta’s reputation with its business partners and drivers that use its charging stations. As a result, Volta could be subject to demands, claims and litigation by private parties, and investigations, related actions and penalties by regulatory authorities. In addition, Volta could incur significant costs in notifying affected persons and entities and otherwise complying with the multitude of federal, state and local and applicable international laws and regulations relating to the unauthorized access to, or use or disclosure of, personal information.
Finally, any perceived or actual unauthorized access to, or use or disclosure of, such information could harm Volta’s reputation, substantially impair its ability to attract and retain business partners and maintain the trust of drivers for the use of its EV charging stations and have an adverse impact on Volta’s business, financial condition and results of operations.
In addition, as the regulatory environment relating to companies’ obligation to protect such sensitive data becomes increasingly rigorous, with new and constantly changing requirements applicable to Volta’s business, compliance with those requirements could result in additional costs, and a material failure on its part to comply could subject Volta to fines or other regulatory sanctions and potentially to lawsuits. Any of the foregoing could have an adverse effect on Volta’s business, prospects, financial condition and results of operations.
Growing Volta’s business and user base depends upon the effective operation of Volta’s mobile applications with mobile operating systems, networks and standards that Volta does not control.
Volta is dependent on the interoperability of its mobile applications with popular mobile operating systems that Volta does not control, such as Google’s Android and Apple’s iOS, and any changes in such systems that degrade the functionality of Volta’s application or give preferential treatment to competitive applications and products could adversely affect the usage of Volta’s applications on mobile devices. Additionally, in order to deliver high quality mobile products, it is important that Volta’s products work well with a range of mobile technologies, systems, networks and standards that Volta does not control. For example, Volta is in discussions with OEMs to integrate its mobile application platform into EV user interfaces, which may operate on differing and proprietary operating systems. Any failure to build business relationships with such OEMs or to successfully implement any necessary changes to Volta’s mobile application to ensure interoperability with such operating systems, including as a result of the limited capacity of Volta’s currently scaling technology team, may adversely affect Volta’s ability to grow its business. Volta may not be successful in developing relationships with key participants in the mobile industry or in developing products that operate effectively with the technologies, systems, networks or standards used by such key participants, which could have an adverse effect on Volta’s business, financial condition and results of operations.
Volta may need to defend against intellectual property infringement or misappropriation claims, which may be time-consuming and expensive.
From time to time, the holders of intellectual property rights may assert their rights and urge Volta to take licenses, and/or may bring suits alleging infringement or misappropriation of such rights. There can be no assurance that Volta will be able to mitigate the risk of potential suits or other legal demands by competitors or other third parties. Accordingly, Volta may consider entering into licensing agreements with respect to such rights, although no assurance can be given that such licenses can be obtained on acceptable terms or that litigation will not occur, and such licenses and associated litigation could significantly increase Volta’s operating expenses. In addition, if Volta is determined to have or believes there is a high likelihood that it has infringed upon or misappropriated a third party’s intellectual property rights, it may be required to cease making, selling or incorporating certain key components or intellectual property into the products and services it offers, to pay substantial damages and/or royalties, to redesign its products and services and/or to establish and maintain alternative branding. In addition, to the extent that Volta’s business partners become the subject of any allegation or claim regarding the infringement or misappropriation of intellectual property rights related to Volta’s products and services, Volta may be required to indemnify such business partners. If Volta were required to take one or more such actions, its business, prospects,
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financial condition and results of operations could be adversely affected. In addition, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention.
Volta’s business may be adversely affected if it is unable to protect its technology and intellectual property from unauthorized use by third parties.
Volta’s success depends, at least in part, on Volta’s ability to protect its core technology and intellectual property. To accomplish this, Volta relies on, and plans to continue relying on, a combination of patents, trade secrets (including know-how), employee and third-party nondisclosure agreements, copyrights, trademarks, intellectual property licenses and other contractual rights to retain ownership of, and protect, its technology, though Volta is currently in the early stages of securing its portfolio of core technology and intellectual property. In addition, as Volta considers continued international expansion, including to additional countries in the EU, Volta has encountered conflicts with existing EU market participants that have similar branding or have secured rights to copyrights or trademarks that Volta holds in the U.S., which may limit its ability to strengthen its brand in the EU and generally. Failure to adequately protect its technology and intellectual property could result in competitors offering similar products, potentially resulting in the loss of some of Volta’s competitive advantage and a decrease in revenue which would adversely affect its business, prospects, financial condition and results of operations.
The measures Volta takes to protect its technology intellectual property from unauthorized use by others may not be effective for various reasons, including the following:
•any patent applications Volta submits may not result in the issuance of patents;
•the scope of issued patents may not be broad enough to protect proprietary rights;
•any issued patents may be challenged by competitors and/or invalidated by courts or governmental authorities;
•the costs associated with enforcing patents, confidentiality and invention agreements or other intellectual property rights may make aggressive enforcement impracticable;
•current and future competitors may circumvent patents or independently develop similar trade secrets or works of authorship, such as software;
•know-how and other proprietary information Volta purports to hold as a trade secret may not qualify as a trade secret under applicable laws; and
•proprietary designs and technology embodied in Volta’s products may be discoverable by third-parties through means that do not constitute violations of applicable laws.
Patent, trademark and trade secret laws vary significantly throughout the world. Some foreign countries do not protect intellectual property rights to the same extent as do the laws of the United States. Further, policing the unauthorized use of its intellectual property in foreign jurisdictions may be difficult or impossible. Therefore, Volta’s intellectual property rights may not be as strong or as easily enforced outside of the United States, including in jurisdictions to which Volta may desire to expand its business.
Further, competitors, suppliers or vendors may, in certain instances, be free to create variations or derivative works of Volta technology and intellectual property, and those derivative works may become directly competitive with Volta’s offerings. Finally, Volta may not be able to leverage, or obtain ownership of, all technology and intellectual property developed by Volta’s vendors, suppliers and design consultants in connection with the design and manufacture of Volta’s products, thereby jeopardizing Volta’s ability to obtain a competitive advantage over its competitors.
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The current lack of industry standards may lead to uncertainty, additional competition and further unexpected costs.
The EV industry is new and evolving, as are the standards governing EV charging which have not had the benefit of time-tested use cases. These immature industry standards could result in future incompatibilities and issues that could require significant resources and/or time to remedy. Currently, many EVs do not use standardized charging inputs, including for DCFC, such that the charging ports available on EV charging stations may not serve all makes and models of EVs. Utilities and other large market participants also mandate their own adoption of specifications that have not become widely adopted in the industry, may hinder innovation or slow new product or new feature introduction. If Volta’s EV charging stations are not able to serve all models of EVs, or the EV industry develops new charging standards that are incompatible with Volta’s current charging stations, Volta may be required to redesign and redeploy charging stations compatible with the new industry standards, which may require significant capital expenditures and could adversely affect Volta’s business, financial condition and results of operations.
In addition, automobile manufacturers, such as Tesla, may choose to develop and promulgate their own proprietary charging standards and systems, which could lock out competitors’ EV charging stations from being compatible with Tesla’s or such other automobile manufacturers’ vehicles, or to use their size and market position to influence the market, which could limit Volta’s market and ability to provide charging to drivers that use such EVs, negatively impacting its business. The charging stations developed by Tesla and such other automobile manufacturers may still be able to service other models of EVs, which could impact site host demand for Volta charging stations and, as a result, impact content partner demand for Volta’s content services.
Further, should regulatory bodies later impose a standard that is not compatible with Volta’s infrastructure or products, it may incur significant costs to adapt its business model to the new regulatory standard. For example, Volta could be required to make additional expenditures to develop multiple types of charging stations in order to remain eligible for regulatory credits and incentives, such as LCFS and lose access to such credits and incentives. Such credits and incentives could also be eliminated. Any changes in Volta’s business model or products driven by changing regulatory requirements may require significant time and expense to address and, as a result, may have an adverse effect on its business, financial condition or results of operations.
Interruptions, delays in service or inability to increase capacity, including internationally, with Volta’s cloud service providers could impair the use or functionality of Volta’s EV charging stations and other services, harm its business and subject it to liability.
Volta currently serves its business partners and drivers using third-party cloud service providers, primarily Amazon Web Services and Google, as well as others. Any outage or failure of such cloud services could negatively affect Volta’s product connectivity and performance, including the ad server that delivers Volta’s content across all of its EV charging stations. Further, Volta depends on connectivity from its charging stations to its data network through cellular service and virtual private networking providers, such as AT&T and Verizon. Any incident affecting a cloud service provider’s network or a cellular and/or virtual private networking services provider’s infrastructure or operations, whether caused by fire, flood, storm, earthquake, power loss, telecommunications failures, breach of security protocols, computer viruses and disabling devices, failure of access control mechanisms, natural disasters, war, criminal act, military actions, terrorist attacks and other similar events could negatively affect the use, functionality or availability of Volta’s EV charging stations and services.
Any damage to, or failure of, Volta’s systems, or those of its third-party cloud service providers, could interrupt or hinder the use or functionality of its services, including its ability to meet obligations to its content partners and deliver content across its EV charging network. Impairment of or interruptions in Volta’s ability to deliver content or in the operation of its mobile application or charging stations may reduce revenue, subject it to claims and litigation and adversely affect its ability to attract new content partners and site hosts. Volta’s business will also be harmed if its business partners and drivers that use its charging stations believe its products and services are unreliable.
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Volta expects to incur research and development costs and devote significant resources to developing new products, which could significantly reduce its profitability and may never result in revenue to Volta.
Volta’s future growth depends on penetrating new markets, adapting existing products to any new or developing EV charging industry standards and driver requirements and preferences and introducing new or enhanced EV charging stations that achieve market acceptance. Volta plans to incur significant research and development costs in the future as part of its efforts to design, develop, manufacture and introduce new products and enhance existing products. Further, Volta’s research and development program may not produce successful results, and its new products may not achieve market acceptance, create additional revenue or become profitable.
Volta intends to continue to incur costs and devote significant resources to the research and development of machine learning-driven predictive software tools, such as its PredictEV™ tool, which could significantly reduce its profitability and may never be commercialized or result in significant revenue to Volta.
Volta uses its propriety machine learning-driven network planning tool to facilitate planning of its future expansion efforts and sites, strategic partner and user targeting and currently derives revenue from the licensing of its PredictEV™ software tool to utility companies, channel partners and other third parties. Volta intends to continue to devote significant resources to the research and development of additional machine learning-driven predictive software tools that are complementary to its business model and to seek opportunities to commercialize such tools through licensing, subscription or other arrangements to generate revenue. Volta may incur substantial research and development costs as part of its efforts to design, develop and introduce such new predictive software tools, which could significantly reduce its profitability. In addition, Volta’s efforts may not produce successful results and, if completed, its predictive tools may not achieve market acceptance, create significant additional revenue or become profitable and may not provide benefits for Volta’s business efforts. Further, Volta may elect to discontinue such efforts at any time and may not receive any return on its investment in such efforts and the costs it incurs in connection with such research and development activities and the development of such predictive software.
Customer-Related Risks
The continuing shift in Volta’s business model from free EV charging to include pay-for-use charging and the requirement of mobile check-ins may impact Volta’s ability to retain driver interest in its charging stations and adversely affect content partner and site host demand.
Volta currently offers sponsored charging on most of its EV charging stations, which results in free electricity for drivers. As Volta’s EV charging network and business model continue to expand and evolve, Volta intends to introduce paid charging services on more of its charging stations in the future, as well as idle fees for EVs that remain connected to a charging station beyond a specified period of time after charging is complete. When Volta switches from providing sponsored EV charging to including a pay-for-use charging model, it may lose market share with drivers who have become accustomed to Volta’s free-to-driver sponsored charging and do not wish to use paid charging services, or prefer the paid charging services of Volta’s competitors. In addition, Volta does not currently require drivers to check in on its mobile application in order to use its EV charging stations but intends to require this in the near future. This requirement may cost Volta market share with drivers who have become accustomed to charging without checking in. The anticipated transition to including a paid charging model, as well as the implementation of mobile check-in features, if they prove to be unpopular with drivers, may also result in reduced demand for Volta’s charging stations from its site partners, if site hosts believe the shift will lead to decreased utilization of Volta charging stations by drivers and lower driver engagement at their sites. Further, if Volta is not able to successfully integrate its anticipated payment processing or check-in features into its mobile application platform, either at all or without errors or defects, or such features do not operate reliably or in a manner that is convenient and easy to use, drivers may consider Volta’s charging services to be unreliable or undesirable and may elect to use competitors’ chargers. See also “— Risks Related to Volta’s Technology, Intellectual Property and Infrastructure — Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which would harm Volta’s business.”
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The transition to including a pay-for-use charging model also subjects Volta to additional regulatory and payment card industry requirements associated with its payment model, which requires it to implement additional changes to its EV charging stations and may impact the price at which it is able to provide EV charging to drivers, further impacting demand for charging on Volta’s charging stations. Any decrease in driver demand for Volta’s EV charging stations may impact demand for its charging stations among site hosts, and Volta’s inability to expand its charging station footprint in existing and new markets may have an adverse impact on its ability to generate and grow content revenue from its charging network. If Volta is not able to appropriately market its new charging station payment and check-in features and to continue to retain and enhance its brand and reputation among business partners and drivers, its brand and reputation could be harmed and its business, financial condition and results of operations could be adversely affected.
If Volta fails to offer high-quality support to site partners and drivers, its business and reputation could suffer.
Once Volta charging stations have been installed, site hosts and drivers rely on Volta to provide support services to resolve any issues that might arise in the future. Rapid and high-quality customer and equipment support is important so host sites can provide charging services and drivers can receive reliable charging for their EVs. The importance of high-quality customer and equipment support will increase as Volta seeks to expand its business and pursue new business partners and geographies and to enhance the functionality of its EV charging stations and mobile application, including its addition of paid charging and payment processing features. If Volta does not quickly resolve issues and provide effective support and adequately expand its construction project manager team, its ability to retain business partners and driver demand for its charging stations could suffer and its brand and reputation could be harmed.
Volta may be unable to collect and leverage customer data in all geographic locations, and this limitation may impact research and development, content sales, partnership relations and operations.
Volta relies on data collected through its EV charging stations and/or its mobile application. Volta uses this data in connection with the research, development and analysis of its technologies, creating and delivering value-add customer services, including the predictive software offering it licenses to certain utilities, and in assessing future charger locations as well as charging site capacities and utilization. Volta’s inability to obtain necessary rights to use this data or freely transfer this data could result in delays or otherwise negatively impact Volta’s research and development and expansion efforts and limit Volta’s ability to derive revenues from its content or other value-add customer services. For instance, user privacy regulations may limit Volta’s ability to make intelligent, data driven business decisions, conduct microtargeting marketing strategies for charger station placement and content revenue generation or provide other microtargeting based offerings to Volta’s content partners, site hosts and other business partners.
Volta’s success in the licensing of its PredictEV™ tool as a SaaS offering will depend on its ability to attract new licensing customers and retain existing licensing customers. If Volta’s licensing customers do not renew their subscriptions or if Volta fails to attract new licensing customers, Volta’s business, financial condition and results of operations may be adversely affected.
In addition to its EV charging offerings, Volta licenses its proprietary PredictEV™ planning software to utility companies, channel partners and other third parties through a software as a service offering. In order for Volta to continue to generate revenue from the licensing of its PredictEV™ tool, it is important that its existing customers renew their subscriptions when the contract term expires, that Volta continue to develop additional subscription services to offer to customers and that Volta attract additional partners that are interested in licensing the PredictEV™ tool. Customers may decide not to renew their subscriptions with a similar contract period or at the same prices or terms. Customer retention may decline or fluctuate, and Volta may be unsuccessful in attracting new licensing customers, as a result of a number of factors, including satisfaction with software and features, functionality and accuracy, as well as features and pricing of competing predictive software products or reductions in spending levels among current or prospective customers. If licensing customers do not renew their subscriptions or if they renew on less favorable terms, or if Volta is unable to attract new customers for the licensing of its PredictEV™ tool, Volta’s business, financial condition and results of operations may be adversely affected.
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Financial and Accounting-Related Risks
Failure to build Volta’s finance infrastructure and improve its accounting systems and controls could impair Volta’s ability to comply with the financial reporting and internal controls requirements for publicly traded companies.
As a public company, Volta operates in an increasingly demanding regulatory environment, which requires it to comply with the Sarbanes-Oxley Act, the regulations of the NYSE, the rules and regulations of the SEC, expanded disclosure requirements, accelerated reporting requirements and more complex accounting rules. Company responsibilities required by the Sarbanes-Oxley Act include establishing corporate oversight and adequate internal control over financial reporting and disclosure controls and procedures. Effective internal controls are necessary for Volta to produce reliable financial reports and are important to help prevent and detect financial fraud. Volta must perform system and process evaluation and testing of its internal controls over financial reporting to allow management to report on the effectiveness of its internal controls over financial reporting in its Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. The standards required for a public company under Section 404 of the Sarbanes-Oxley Act are significantly more stringent than those required of Volta as a privately held company. As a private company prior to the closing of the Reverse Recapitalization, Volta was never required to test its internal controls within a specified period and, as a result, it may experience difficulty in meeting these reporting requirements in a timely manner. Further, as an emerging growth company, Volta’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal controls over financial reporting pursuant to Section 404 until the date Volta is no longer an emerging growth company and is an accelerated filer. At such time, Volta’s independent registered public accounting firm may issue a report that is adverse in the event that it is not satisfied with the level at which the controls of Volta are documented, designed or operating.
Testing and maintaining these controls can divert Volta’s management’s attention from other matters that are important to the operation of its business. If Volta is not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if it is unable to maintain proper and effective internal controls, Volta may not be able to produce timely and accurate financial statements. If Volta identifies new, different or additional material weaknesses in its internal control over financial reporting or is unable to assert that its internal control over financial reporting is effective, or if Volta’s independent registered public accounting firm is unable to express an opinion as to the effectiveness of its internal controls over financial reporting when Volta no longer qualifies as an emerging growth company and is an accelerated filer, or if Volta cannot otherwise provide reliable financial reports or prevent fraud, investors may lose confidence in the accuracy and completeness of Volta’s financial reports and the market price of its common stock could be adversely affected, and Volta could become subject to sanctions or investigations by the SEC, NYSE or other regulatory authorities, which could require additional financial and management resources.
Volta’s financial condition and results of operations are likely to fluctuate on a quarterly basis in future periods, which could cause its results for a particular period to fall below expectations, resulting in a decline in the price of the Volta Class A Common Stock.
Volta’s financial condition and results of operations have fluctuated in the past and may continue to fluctuate in the future due to a variety of factors, many of which are beyond its control.
In addition to the other risks described herein, the following factors could also cause Volta’s financial condition and results of operations to fluctuate on a quarterly basis:
•the timing and volume of new media sales and the acquisition of new charging locations;
•fluctuations in service costs, particularly due to unexpected costs of servicing and maintaining charging stations;
•the timing of new product introductions, which can initially have lower gross margins;
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•weaker than anticipated demand for charging stations, whether due to changes in government incentives and policies or due to other conditions;
•fluctuations in sales and marketing or research and development expenses;
•supply chain interruptions and manufacturing or delivery delays;
•the timing and availability of new products relative to Volta’s commercial partners’ and investors’ expectations;
•the length of the sales and installation cycle for a particular site partner;
•the impact of COVID-19 on Volta’s workforce, or those of its commercial partners, suppliers or vendors or on customers;
•disruptions in sales, production, service or other business activities or Volta’s inability to attract and retain qualified personnel; and
•unanticipated changes in governmental incentive programs, which can affect demand for EVs.
Fluctuations in operating results and cash flow could, among other things, give rise to short-term liquidity issues. In addition, revenue, and other operating results in future quarters may fall short of the expectations of investors and financial analysts, which could have an adverse effect on the price of the Volta Class A Common Stock.
Volta’s reported financial results may be negatively impacted by changes in U.S. GAAP.
U.S. GAAP is subject to interpretation by the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”), the SEC and various bodies formed to promulgate and interpret appropriate accounting principles. A change in these principles or interpretations could have a significant effect on reported financial results, and may even affect the reporting of transactions completed before the announcement or effectiveness of a change.
Risks Related to Legal Matters and Regulations
Government regulation of outdoor media may restrict Volta’s content activities.
U.S. federal, state and local and applicable international laws have a significant impact on the outdoor media industry and may have an impact on Volta’s content activities. Construction, repair, maintenance, lighting, upgrading, height, size, spacing, the location and permitting of outdoor digital displays and the use of new technologies for changeable displays, such as digital displays, may be regulated by governments, and, from time to time, governments have prohibited or significantly limited the construction of new outdoor media displays or structures. Since digital displays have been developed and introduced relatively recently into the market on a large scale, existing regulations that currently do not apply to them by their terms could be revised or new regulations could be enacted to impose greater restrictions on digital displays due to alleged concerns over aesthetics or driver safety, which could make it more difficult for Volta to expand its content-driven EV charging stations to new locations and markets or could require Volta to remove display-enabled stations from existing installed locations. In addition, Volta’s failure to comply with these or any future regulations that become applicable to its digital displays could have an adverse impact on the effectiveness of its displays or their attractiveness to Volta’s business partners as a media medium. As a result, Volta’s business, financial condition and results of operations could be adversely affected.
Further, a number of state and local governments have implemented or initiated taxes, fees and registration requirements in an effort to decrease or restrict the number of outdoor signs and/or to raise revenue. Several jurisdictions have imposed such taxes as a percentage of outdoor media revenue generated in that jurisdiction or based on the size and type of display technology. Volta expects various jurisdictions to continue to try to impose such taxes as a way of increasing revenue. The increased imposition of these measures or their application to Volta’s
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digital displays, and Volta’s inability to overcome any such measures, could reduce its operating income if those outcomes result in restrictions on the use of preexisting displays or limit Volta’s ability to expand its content-driven EV charging stations to new sites and markets. Changes in laws and regulations affecting outdoor media or digital displays, or changes in the interpretation of those laws and regulations, at any level of government, could have a significant financial impact on Volta by requiring Volta to make significant expenditures to ensure compliance or otherwise limiting or restricting its content sales activities and could have an adverse effect on Volta’s business, financial condition and results of operations.
Privacy concerns and laws, or other applicable regulations, may adversely affect Volta’s business.
International, national and local governments and agencies in the jurisdictions in which Volta operates or may operate in the future and in which Volta’s commercial partners operate have adopted, are considering adopting or may adopt laws and regulations regarding the collection, use, storage, processing and disclosure of information regarding users and other individuals, which could impact Volta’s ability to offer services in certain jurisdictions, including additional jurisdictions in which it may wish to expand its operations. Laws and regulations relating to the collection, use, disclosure, security and other processing of individuals’ information can vary significantly from jurisdiction to jurisdiction. The costs of compliance with, and other burdens imposed by, laws, regulations, standards and other obligations relating to privacy, data protection and information security are significant. In addition, some companies, particularly larger enterprises, often will not contract with vendors that do not meet these rigorous standards. Accordingly, the failure, or perceived inability, to comply with these laws, regulations, standards and other obligations may limit the use and adoption of Volta’s charging stations and other offerings, reduce overall demand, lead to regulatory investigations, litigation and significant fines, penalties or liabilities for actual or alleged noncompliance, or slow the pace at which Volta closes sales transactions, any of which could harm Volta’s business, financial condition or results of operations. Moreover, if Volta or any of its employees or contractors fail or are believed to fail to adhere to appropriate practices regarding commercial partners’ or users’ data, it may damage its reputation and brand.
Additionally, existing laws, regulations, standards and other obligations may be interpreted in new and differing manners in the future, and may be inconsistent among jurisdictions. Future laws, regulations, standards and other obligations, and changes in the interpretation of existing laws, regulations, standards and other obligations could result in increased regulation, increased costs of compliance and penalties for non-compliance, and limitations on data collection, use, disclosure and transfer for Volta and its commercial partners. For example, California adopted the California Consumer Privacy Protection Act (the “CCPA”) and the California State Attorney General has begun enforcement actions against various parties alleged to have failed to comply with the CCPA. Additionally, the E.U. adopted the GDPR in 2016, and it became effective in May 2018. The GDPR establishes requirements applicable to the handling of personal data and imposes penalties for non-compliance of up to the greater of €20 million or 4% of worldwide revenue. The EU and the United States agreed in 2016 to the EU-US Privacy Shield Framework, which provided one mechanism for lawful cross-border transfers of personal data between the EU and the United States. However, the Court of Justice of the EU issued a decision on July 16, 2020 invalidating the EU-US Privacy Shield Framework, thereby creating additional legal risk for Volta. In addition, the other bases on which Volta and its partners may rely for the transfer of personal data across national borders, such as the Standard Contractual Clauses promulgated by the EU Commission Decision 2010/87/EU, commonly referred to as the Model Clauses, continue to be subjected to regulatory and judicial scrutiny.
The costs of compliance with, and other burdens imposed by, laws and regulations relating to privacy, data protection and information security that are applicable to the businesses of Volta’s commercial partners, suppliers and vendors may adversely affect their ability and willingness to process, handle, store, use and transmit certain types of information, such as demographic and other personal information. If Volta or its commercial partners, suppliers or vendors are unable to transfer data between and among jurisdictions in which they operate, it could result in delays in the sale or installation of, or decrease demand for, Volta’s products and services or require Volta to modify or restrict some of its products or services.
In addition to government activity, privacy advocacy groups, the technology industry and other industries have established or may establish various new, additional or different self-regulatory standards that may place additional burdens on technology companies. Drivers and commercial partners may expect that Volta will meet voluntary
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certifications or adhere to other standards established by them or third parties. If Volta is unable to maintain these certifications or meet these standards, it could reduce demand for its solutions and adversely affect its business.
Failure to comply with laws relating to employment could subject Volta to penalties and other adverse consequences.
Volta is subject to various employment-related laws in the jurisdictions in which its employees are based. It faces risks if it fails to comply with applicable United States federal or state wage laws and wage laws of the international jurisdictions where it currently operates or may operate in the future. Any violation of applicable wage laws or other labor- or employment-related laws could result in complaints by current or former employees, adverse media coverage, investigations and damages or penalties which could have a materially adverse effect on Volta’s reputation, business, financial condition and results of operations. In addition, responding to any such proceedings may result in a significant diversion of management’s attention and resources, significant defense costs and the incurrence of other professional fees.
Volta is, and will continue to be, subject to environmental, health and safety laws and regulations that could result in increased compliance costs or additional operating costs or construction costs and restrictions.
Volta and its operations, as well as those of Volta’s contractors and suppliers, are and will be subject to certain environmental laws and regulations, including laws relating to the use, handling, storage, transportation and disposal of hazardous substances and wastes, as well as electronic wastes and hardware, whether hazardous or not. Volta or others in Volta’s supply chain may be required to obtain permits and comply with procedures that impose various restrictions and obligations that could have adverse effects on Volta’s operations. If key permits and approvals cannot be obtained on acceptable terms, or if other operational requirements cannot be met in a manner satisfactory for Volta’s operations or on a timeline that meets Volta’s commercial obligations, it may adversely impact Volta’s business.
Environmental and health and safety laws and regulations can be complex and may be subject to change through future amendments to such laws at the supranational, national, sub-national and/or local level or other new or modified regulations that may be implemented under existing laws. The nature and extent of any changes in these laws, rules, regulations and permits may be uncertain and unpredictable and could have an adverse effect on Volta’s business, financial condition and results of operations. Future legislation and regulations or changes in existing legislation and regulations, or interpretations thereof, including those relating to hardware manufacturing, electronic waste or batteries, could cause additional expenditures, restrictions and delays in connection with Volta’s operations as well as other future projects, the extent of which cannot be predicted. Additionally, Volta could be regulated as a retail electric service provider in the future.
Volta currently relies on third parties to ensure compliance with certain environmental laws, including those related to the disposal of hazardous and non-hazardous wastes, to include end-of-life disposal or recycling. Any failure to properly handle or dispose of such wastes, regardless of whether such failure is Volta’s or its contractors, may result in liability under environmental laws, including, but not limited to, the CERCLA, under which liability may be imposed, without regard to fault or degree of contribution, for the investigation and clean-up of contaminated sites as well as impacts to human health and damages to natural resources. The costs of liability with respect to contamination could have a material adverse effect on Volta’s business, financial condition or results of operations. Additionally, Volta may not be able to secure contracts with third parties and contractors to continue their key supply chain and disposal services for its business, which may result in increased costs for compliance with environmental laws and regulations.
Separately, Volta and its operations are subject to an increasing number of laws and regulations regarding Environmental, Social and Governance (“ESG”) matters. For example, in the U.S., the FTC has published guidance, the FTC “Green Guides,” regarding the marketing of products or services as using renewable energy or resulting in carbon offsets. Volta may also be subject to various supply chain requirements regarding, among other things, conflict minerals and labor practices. Volta may be required to incur substantial costs to comply with these requirements, and the failure to comply may result in substantial fines or other penalties that may adversely impact Volta’s business, financial condition or results of operations.
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Volta is or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws, and non-compliance with such laws can subject Volta to administrative, civil and criminal fines and penalties, collateral consequences, remedial measures and legal expenses, all of which could adversely affect its business, results of operations, financial condition and reputation.
Volta is or will be subject to anti-corruption, anti-bribery, anti-money laundering, financial and economic sanctions and similar laws and regulations in various jurisdictions in which it conducts or in the future may conduct activities, including the FCPA and other anti-corruption laws and regulations. The FCPA prohibits Volta and its officers, directors, employees and business partners acting on its behalf, including agents, from corruptly offering, promising, authorizing or providing anything of value to a “foreign official” for the purposes of influencing official decisions or obtaining or retaining business or otherwise obtaining favorable treatment. The FCPA also requires companies to make and keep books, records and accounts that accurately reflect transactions and dispositions of assets and to maintain a system of adequate internal accounting controls. A violation of these laws or regulations could adversely affect Volta’s business, results of operations, financial condition and reputation. Volta’s policies and procedures designed to ensure compliance with these regulations may not be sufficient and its directors, officers, employees, representatives, consultants, agents and business partners could engage in improper conduct for which it may be held responsible.
Non-compliance with anti-corruption, anti-bribery, anti-money laundering or financial and economic sanctions laws could subject Volta to whistleblower complaints, adverse media coverage, investigations and severe administrative, civil and criminal sanctions, collateral consequences, remedial measures and legal expenses, all of which could materially and adversely affect Volta’s business, results of operations, financial condition and reputation. In addition, changes in economic sanctions laws in the future could adversely impact Volta’s business and investments in its common stock.
Volta may face litigation and other risks as a result of the material weaknesses in its internal control over financial reporting and the restatement of its financial statements.
Volta identified an error in its previously filed Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2021 and determined that it was appropriate to restate Volta’s previously filed third quarter financial statements, resulting in a period of non-reliance. The Company's management and the Audit Committee of the Company's Board of Directors determined that the error was attributable to the previously identified material weaknesses in the Company's internal control over financial reporting due to the lack of formal accounting policies, procedures and controls over significant accounts and disclosures to appropriately analyze, record and disclose complex technical accounting matters, including equity transactions, commensurate with its accounting and reporting requirements, and due to the lack of effective controls over certain information technology general controls for information systems that are relevant to the preparation of its condensed consolidated financial statements, specifically program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records are identified, tested, authorized and implemented appropriately during migration.
As a result of such material weaknesses, such restatement, and other matters raised or that may in the future be raised by the SEC, Volta faces potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the restatement and material weaknesses in its internal control over financial reporting and the preparation of its financial statements. For example, on each of March 30, 2022 and May 6, 2022, a putative class action complaint was filed against the Defendants, in each case, in the United States District Court for the Northern District of California. Each lawsuit alleges that Defendants violated the Securities Exchange Act of 1934, as amended, by making materially false and misleading statements regarding the Company’s business, operations and prospects. Plaintiffs in each complaint seek to represent a class of persons or entities that purchased Volta securities between August 2, 2021 and March 28, 2022. Each complaint seeks unspecified damages, attorneys’ fees, and other costs. While the Company believes that the claims are without merit and it intends to vigorously defend against them, any litigation is inherently uncertain, and any judgment or injunctive relief entered against the Company or any adverse settlement could materially and adversely impact its business, results of operations, financial condition, and prospects.
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Risks Relating to Ownership of our Securities
Volta’s dual class structure may depress the trading price of our Volta Class A Common Stock.
Volta cannot predict whether its dual class structure will result in a lower or more volatile market price of the Volta Class A Common Stock or in adverse publicity or other adverse consequences. For example, certain index providers have announced restrictions on including companies with multiple-class share structures in certain of their indexes. S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500, pursuant to which companies with multiple classes of shares of common stock are excluded. In addition, several stockholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of Volta’s common stock may cause stockholder advisory firms to publish negative commentary about Volta’s corporate governance practices or otherwise seek to cause Volta to change its capital structure. Any such exclusion from indices or any actions or publications by stockholder advisory firms critical of Volta’s corporate governance practices or capital structure could adversely affect the value and trading market of the Volta Class A Common Stock.
Our stock price is volatile, and you may not be able to sell shares at or above the price you paid.
The trading price of the Volta Class A Common Stock and the warrants has been volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond Volta’s control. These factors include:
•actual or anticipated fluctuations in operating results;
•failure to meet or exceed financial estimates and projections of the investment community or that Volta provides to the public;
•issuance of new or updated research or reports by securities analysts or changed recommendations for the industry in general;
•announcements of significant acquisitions, strategic partnerships, joint ventures, collaborations or capital commitments;
•operating and share price performance of other companies in the industry or related markets;
•the timing and magnitude of investments in the growth of the business;
•actual or anticipated changes in laws and regulations;
•additions or departures of key management or other personnel;
•increased labor costs;
•disputes or other developments related to intellectual property or other proprietary rights, including litigation;
•the ability to market new and enhanced solutions on a timely basis;
•sales of substantial amounts of the Volta Class A Common Stock by Volta’s directors, executive officers or significant stockholders or the perception that such sales could occur;
•changes in capital structure, including future issuances of securities or the incurrence of debt; and
•general economic, political and market conditions.
In addition, the stock market in general, and the stock prices of technology companies in the electric vehicle and electric vehicle charging space in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. Broad market and industry factors may seriously affect the market price of Volta Class A Common Stock, regardless of actual operating
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performance. In addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources.
Volta has never paid cash dividends on our capital stock and does not anticipate paying dividends in the foreseeable future.
Volta has never paid cash dividends on our capital stock and currently intends to retain any future earnings to fund the growth of its business. Any determination to pay dividends in the future will be at the discretion of the Board and will depend on Volta’s financial condition, operating results, capital requirements, general business conditions and other factors that the Volta Board may deem relevant. As a result, capital appreciation, if any, of our Volta Class A Common Stock will be the sole source of gain for the foreseeable future.
Anti-takeover provisions contained in the Organizational Documents and applicable laws could impair a takeover attempt.
The Organizational Documents afford certain rights and powers to the Volta Board that could contribute to the delay or prevention of an acquisition that it deems undesirable. Volta is also subject to Section 203 of the Delaware's General Corporation Law (“DGCL”) and other provisions of Delaware law that limit the ability of stockholders in certain situations to effect certain business combinations. Any of the foregoing provisions and terms that have the effect of delaying or deterring a change in control could limit the opportunity for stockholders to receive a premium for their shares of Volta Class A Common Stock, and could also affect the price that some investors are willing to pay for the Volta Class A Common Stock. See also “Description of the Securities.”
Volta is subject to risks related to taxation in the United States and internationally.
Significant judgments based on interpretations of existing tax laws or regulations are required in determining Volta’s provision for income taxes. Volta’s effective income tax rate could be adversely affected by various factors, including, but not limited to, changes in the mix of earnings in tax jurisdictions with different statutory tax rates, changes in the valuation of deferred tax assets and liabilities, changes in existing tax policies, laws, regulations or rates, changes in the level of non-deductible expenses (including share-based compensation), changes in the location of Volta’s operations, changes in Volta’s future levels of research and development spending, mergers and acquisitions or the results of examinations by various tax authorities. Additionally, Volta’s effective income tax could be adversely affected by potentially conflicting laws of international taxing jurisdictions and applicable U.S. tax laws as they relate to international operations, the complexity and adverse consequences of such tax laws, and potentially adverse tax consequences due to changes in such tax laws. Although Volta believes its tax estimates are reasonable, if the IRS or any other taxing authority disagrees with the positions taken on its tax returns, Volta could have additional tax liability, including interest and penalties. If material, payment of such additional amounts upon final adjudication of any disputes could have a material impact on our results of operations and financial position.
Changes to applicable tax laws and regulations or exposure to additional income tax liabilities could affect Volta’s business and future profitability.
Volta is a U.S. corporation and thus subject to U.S. corporate income tax on its worldwide income. Further, since Volta’s operations and customers are located throughout the United States, Volta will be subject to various U.S. state and local taxes. U.S. governmental and non-U.S. tax laws, policies, statutes, rules, regulations or ordinances could be interpreted, changed, modified or applied adversely to Volta and may have an adverse effect on its business and future profitability.
For example, several tax proposals have been set forth that would, if enacted, make significant changes to U.S. tax laws. Such proposals include an increase in the U.S. income tax rate applicable to corporations (such as Volta) from 21% to 26.5%. Congress may consider, and could include, some or all of these proposals in connection with tax reform that may be undertaken. It is unclear whether these or similar changes will be enacted and, if enacted, how soon any such changes could take effect. The passage of any legislation as a result of these proposals and other similar changes in U.S. federal income tax laws could adversely affect Volta’s business and future profitability.
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Internationally, Volta will face risks associated with any potential international operations, including possible unfavorable tax conditions, which could harm Volta’s business. There may be laws in jurisdictions that Volta has not yet entered or laws that Volta is unaware of in jurisdictions that Volta has entered that may restrict Volta’s overall profitability or other business practices.
As a result of plans to expand Volta’s business operations, including to jurisdictions in which tax laws may not be favorable, its obligations may change or fluctuate, become significantly more complex or become subject to greater risk of examination by taxing authorities, any of which could adversely affect Volta’s after-tax profitability and financial results.
Volta’s operations in international jurisdictions, particularly as a company based in the U.S., create risks relating to navigating foreign government taxes, regulations and permit requirements. In the event that Volta’s business further expands domestically or internationally, its effective tax rates may fluctuate widely in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under U.S. GAAP, changes in deferred tax assets and liabilities, or changes in tax laws. Factors that could materially affect Volta’s future effective tax rates include, but are not limited to: (a) changes in tax laws or the regulatory environment, (b) changes in accounting and tax standards or practices, (c) changes in the composition of operating income by tax jurisdiction and (d) pre-tax operating results of Volta’s business.
Additionally, Volta may be subject to significant income, withholding, and other tax obligations in the United States and may become subject to taxation in numerous additional U.S. state and local and non-U.S. jurisdictions with respect to income, operations and subsidiaries related to those jurisdictions. Volta’s after-tax profitability and financial results could be subject to volatility or be affected by numerous factors, including (a) the availability of tax deductions, credits, exemptions, refunds and other benefits to reduce tax liabilities, (b) changes in the valuation of deferred tax assets and liabilities, if any, (c) the expected timing and amount of the release of any tax valuation allowances, (d) the tax treatment of stock-based compensation, (e) changes in the relative amount of earnings subject to tax in the various jurisdictions, (f) the potential business expansion into, or otherwise becoming subject to tax in, additional jurisdictions, (g) changes to existing intercompany structure (and any costs related thereto) and business operations, (h) the extent of intercompany transactions and the extent to which taxing authorities in relevant jurisdictions respect those intercompany transactions, and (i) the ability to structure business operations in an efficient and competitive manner. Outcomes from audits or examinations by taxing authorities could have an adverse effect on Volta’s after-tax profitability and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with Volta’s intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If Volta does not prevail in any such disagreements, Volta’s profitability may be affected.
Volta’s after-tax profitability and financial results may also be adversely affected by changes in relevant tax laws and tax rates, treaties, regulations, administrative practices and principles, judicial decisions and interpretations thereof, in each case, possibly with retroactive effect.
Volta’s ability to utilize its net operating loss and tax credit carryforwards to offset future taxable income may be subject to certain limitations.
In general, under Section 382 of the Internal Revenue Code of 1986 (the "Code"), a corporation that undergoes an “ownership change” is subject to limitations on its ability to use its pre-change net operating loss carryforwards (“NOLs”) to offset future taxable income. The limitations apply if a corporation undergoes an “ownership change,” which is generally defined as a greater than 50 percentage point change (by value) in its equity ownership by certain stockholders over a three-year period. If Volta has experienced an ownership change at any time since its incorporation, Volta may be subject to limitations on its ability to utilize its existing NOLs and other tax attributes to offset taxable income or tax liability. In addition, future changes in Volta’s stock ownership, which may be outside of Volta’s control, may trigger an ownership change. Similar provisions of state tax law may also apply to limit Volta’s use of accumulated state tax attributes. As a result, even if Volta earns net taxable income in the future, its ability to use its pre-change NOL carryforwards and other tax attributes to offset such taxable income or tax liability may be subject to limitations, which could potentially result in increased future income tax liability to Volta.
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Volta received a loan as part of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) and Volta’s application for such loan could in the future be determined to have been impermissible which could adversely impact its business and reputation.
On April 27, 2020, Volta received a Small Business Administration (“SBA”) loan in the amount of $3.2 million with fixed interest of 1% per annum as part of the CARES Act (the “PPP Loan”). Although under the CARES Act Volta applied for and was granted forgiveness of all loan proceeds used to pay payroll costs, rent, utilities and other qualifying expenses, Volta repaid the PPP Loan in full on October 12, 2021.
In applying for the PPP Loan, Volta was required to certify, among other things, that the then-current economic uncertainty made the PPP Loan necessary to support its ongoing operations. Volta made these certifications in good faith after analyzing, among other things, the requirements of the PPP Loan, Volta’s then-current business activity and its ability to access other sources of liquidity sufficient to support its ongoing operations in a manner that would not be significantly detrimental to its business. Volta believes that it satisfied all eligibility criteria for the PPP Loan, and that its receipt of the PPP Loan was consistent with the broad objectives of the CARES Act. The certification regarding necessity described above did not at the time contain any objective criteria and continues to be subject to interpretation. If, despite Volta’s good-faith belief that it has satisfied all eligibility requirements for the PPP Loan, Volta is later determined to have violated any of the laws or governmental regulations that apply to it in connection with the PPP Loan, or it is otherwise determined that it was ineligible to receive the PPP Loan, Volta may be subject to civil, criminal and administrative penalties. Any violations or alleged violations may result in adverse publicity and damage to Volta’s reputation, a review or audit by the SBA or other government entity or claims under the False Claims Act. These events could consume significant financial and management resources and could have a material adverse effect on Volta’s business, results of operations and financial condition.
Volta’s sole material asset is its direct and indirect interests in its subsidiaries and, accordingly, Volta is dependent upon distributions from its subsidiaries to pay taxes and cover its corporate and other overhead expenses and pay dividends, if any, on the Common Stock.
Volta is a holding company and has no material assets other than its direct and indirect equity interests in its subsidiaries. Volta has no independent means of generating revenue. To the extent Volta’s subsidiaries have available cash, Volta will cause its subsidiaries to make distributions of cash to pay taxes, cover Volta’s corporate and other overhead expenses and pay dividends, if any, on the common stock. To the extent that Volta needs funds and its subsidiaries fail to generate sufficient cash flow to distribute funds to Volta or are restricted from making such distributions or payments under applicable law or regulation or under the terms of their financing arrangements, or are otherwise unable to provide such funds, Volta’s liquidity and financial condition could be materially adversely affected.
The unaudited pro forma condensed combined financial information included in this prospectus may not be indicative of what the actual financial position or results of operations of Volta would have been for the periods presented.
The unaudited pro forma condensed combined financial information for Volta in this prospectus is presented for illustrative purposes only and is not necessarily indicative of what Volta’s actual financial position or results of operations would have been for the periods presented had the Reverse Recapitalization been completed on the dates indicated. See the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for more information.
There is no guarantee that the Public Warrants will be in the money at the time they become exercisable, and they may expire worthless.
The exercise price for our warrants (the “Public Warrants”) is $11.50 per share of Volta Class A Common Stock. There is no guarantee that the Public Warrants will be in the money following the time they become exercisable and prior to their expiration, and as such, they may expire worthless.
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We may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 50% of the then-outstanding Public Warrants. As a result, the exercise price of the Public Warrants could be increased, the exercise period could be shortened and the number of shares of Volta Class A Common Stock purchasable upon exercise of a Public Warrant could be decreased, all without a holder’s approval.
The Public Warrants have been issued in registered form pursuant to an amended and restated warrant agreement, dated August 26, 2021, between Volta, Computershare Inc. and Computershare Trust Company, N.A., collectively as warrant agent (the “A&R Warrant Agreement”). The A&R Warrant Agreement provides that the terms of the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Public Warrants with the consent of at least 50% of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Volta Class A Common Stock purchasable upon exercise of a Public Warrant.
We may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to warrant holders, thereby making their warrants worthless.
We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of the Volta Class A Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you (a) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (b) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (c) to accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value of your warrants. None of the warrants issued to TortoiseEcofin Borrower, LLC (“Tortoise Borrower”) in a private placement simultaneously with the closing of the IPO (the “Private Warrants”) will be redeemable by us for cash so long as they are held by the initial purchasers or their permitted transferees.
In addition, we may redeem your warrants after they become exercisable for a number of shares of Volta Class A Common Stock determined based on the redemption date and the fair market value of the Volta Class A Common Stock. Any such redemption may have similar consequences to a cash redemption described above. In addition, such redemption may occur at a time when the warrants are “out-of-the-money,” in which case you would lose any potential embedded value from a subsequent increase in the value of the Volta Class A Common Stock had your warrants remained outstanding.
We may issue a substantial number of additional shares of Volta Class A Common Stock under an employee incentive plan. Any such issuances would dilute the interest of our shareholders and likely present other risks.
We may issue additional shares of Volta Class A Common Stock under an employee incentive plan. The issuance of additional Volta Class A Common Stock:
•may significantly dilute the equity interests of our investors; and
•may adversely affect prevailing market prices for the Volta Class A Common Stock and/or the Public Warrants.
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The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
We cannot assure shareholders that our securities will continue to be listed on the NYSE. Volta is required to comply with the NYSE’s continued listing requirements in order to continue to maintain the listing of our securities on the NYSE. For instance, Volta’s stock price would generally be required to be at least $4.00 per share, its aggregate market value would be required to be at least $150 million and the market value of its publicly held shares would be required to be at least $40 million. We cannot assure you that Volta will be able to meet those continued listing requirements at that time.
If the NYSE delists our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:
•a limited availability of market quotations for our securities;
•reduced liquidity for our securities;
•a determination that the Volta Class A Common Stock is a “penny stock” which will require brokers trading in the Volta Class A Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;
•a limited amount of news and analyst coverage; and
•a decreased ability to issue additional securities or obtain additional financing in the future.
The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because the Volta Class A Common Stock and Public Warrants are listed on the NYSE, the Volta Class A Common Stock and Public Warrants qualify as covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. Further, if we were no longer listed on the NYSE, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities.
Sales of a substantial number of shares of Volta Class A Common Stock in the public market could occur at any time and a significant portion of Volta’s total outstanding shares are restricted from immediate resale, but may be sold into the market in the near future. This could cause the market price of the Volta Class A Common Stock to drop significantly, even if our business is doing well.
Sales of a substantial number of the Volta Class A Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of the Volta Class A Common Stock. Pursuant to the terms of a letter agreement entered into at the time of the initial public offering of Tortoise Acquisition Corp. II, our predecessor prior to the Closing, and reaffirmed in the Sponsor Letter, the Founder Shares (which converted into shares of Volta Class A Common Stock in connection with the domestication of Tortoise Acquisition Corp. II in connection with the Closing), as well as shares of Volta Class A Common Stock held by Volta’s Co-Founders, may not be transferred until the earlier to occur of (a) one year after the Closing or (b) the date on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having the right to exchange their Volta Class A Common Stock for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Volta Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, the shares of Volta Class A Common Stock into which the Founder Shares convert, and any Volta securities held by Volta’s Co-Founders, will be released from these transfer restrictions.
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Pursuant to the A&R Registration Rights Agreement, the Registration Rights Holders are entitled to, among other things, certain registration rights, including the demand of up to three underwritten offerings and customary piggyback registration rights. Further, pursuant to the Subscription Agreements, we were also required to register additional shares of Volta Class A Common Stock. To satisfy these obligations, we registered up to 116,019,569 shares of Volta Class A Common Stock, which also covers shares issuable upon exercise of the Public Warrants, pursuant to the registration statement on Form S-1 (File No. 333-259676) filed by Volta on September 21, 2021. The sale of these shares is likely to have an adverse effect on the trading price of the Volta Class A Common Stock.
Additionally, Volta will likely register for resale shares subject to the converted Volta Options and shares under the Volta Option Plan and Volta Founder Plan, as well as shares subject to converted Volta Warrants and shares held by Volta’s affiliates that were subject to a lock-up. The shares of Volta Class A Common Stock issued to the Historical Rollover Shareholders are subject to certain transfer restrictions following the consummation of the previously announced mergers (the “reverse recapitalization”). The sale of a substantial number of shares of Volta Class A Common Stock after the release of any applicable transfer restrictions or pursuant to a resale registration is likely to have an adverse effect on the trading price of the Volta Class A Common Stock.
For more information about the A&R Registration Rights Agreement and Subscription Agreements, see the subsections entitled “Certain Relationships and Related Transactions — A&R Registration Rights Agreement.”
If securities or industry analysts do not publish or cease publishing research or reports about Volta, its business or its market, or if they change their recommendations regarding the Volta Class A Common Stock adversely, the price and trading volume of the Volta Class A Common Stock could decline.
The trading market for the Volta Class A Common Stock will be influenced by the research and reports that industry or securities analysts may publish about Volta, its business, its market or its competitors. If any of the analysts who may cover Volta change their recommendation regarding the Volta Class A Common Stock adversely, or provide more favorable relative recommendations about its competitors, the price of the Volta Class A Common Stock would likely decline. If any analyst who may cover Volta were to cease their coverage or fail to regularly publish reports on Volta, we could lose visibility in the financial markets, which could cause the stock price or trading volume of Volta securities to decline.
Fluctuations in the price of Volta securities could contribute to the loss of all or part of your investment.
The trading price of Volta securities is volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.
Factors affecting the trading price of Volta securities may include:
•actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to Volta;
•changes in the market’s expectations about Volta’s operating results;
•success of competitors;
•Volta’s operating results failing to meet the expectation of securities analysts or investors in a particular period;
•changes in financial estimates and recommendations by securities analysts concerning Volta or the market in general;
•operating and stock price performance of other companies that investors deem comparable to Volta;
•Volta’s ability to market new and enhanced products and technologies on a timely basis;
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•changes in laws and regulations affecting Volta’s business;
•Volta’s ability to meet compliance requirements;
•commencement of, or involvement in, litigation involving Volta;
•changes in Volta’s capital structure, such as future issuances of securities or the incurrence of additional debt;
•the volume of Volta Class A Common Stock available for public sale;
•any major change in the Volta Board or management;
•sales of substantial amounts of Volta Class A Common Stock by Volta’s directors, executive officers or significant shareholders or the perception that such sales could occur; and
•general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.
Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and the NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to Volta could depress our stock price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of Volta’s securities also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.
Moreover, a low or declining stock price may make us attractive to hedge funds and other short-term investors which could result in substantial stock price volatility and cause fluctuations in trading volumes for our stock. A relatively low stock price may also cause us to become subject to an unsolicited or hostile acquisition bid which could result in substantial costs and a diversion of management attention and resources. In the event that such a bid is publicly disclosed, it may result in increased speculation and volatility in our stock price even if our board of directors decides not to pursue a transaction.
Activist stockholders may attempt to effect changes at our company, acquire control over our company or seek a sale of our company, which could impact the pursuit of business strategies and adversely affect our results of operations and financial condition.
Our stockholders may from time to time engage in proxy solicitations, advance stockholder proposals or otherwise attempt to affect changes or acquire control over our company. Campaigns by stockholders to effect changes at public companies are sometimes led by investors seeking to increase short-term stockholder value through actions such as financial restructuring, increased debt, special dividends, stock repurchases or sales of the entire company. For example, an activist investor recently acquired a stake in a company that, like us, went public via a merger with a special purpose acquisition company (a “SPAC”), and recommended that it consider strategic alternatives, including a sale, citing, among other reasons, its recent stock price underperformance and the market’s largely unfavorable view of companies taken public via a SPAC. We could face a similar campaign if the unfavorable view of SPACs continues or if our stock price does not improve. Responding to proxy contests and other actions by activist stockholders can lead to changes in governance and reporting, be extremely costly and time-consuming, divert the attention of our board of directors and senior management from the management of our operations and the pursuit of our business strategies, and impact the manner in which we operate our business in ways in which we cannot currently anticipate. As a result, stockholder campaigns could adversely affect our results of operations and financial condition.
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The JOBS Act permits “emerging growth companies” like us to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies and the reduced disclosure requirements applicable to emerging growth companies may make our Class A Common Stock less attractive to investors and may make it more difficult to compare performance with other public companies
We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, we take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements. As a result, our shareholders may not have access to certain information they deem important. We will remain an emerging growth company until the earliest of (a) the last day of the fiscal year (i) following September 15, 2025, the fifth anniversary of our public listing, (ii) in which we have total annual gross revenue of at least $1.07 billion (as adjusted for inflation pursuant to SEC rules from time to time) or (iii) in which we are deemed to be a large accelerated filer, which means the market value of the shares of Volta Class A Common Stock that are held by non-affiliates exceeds $700 million as of the last business day of our prior second fiscal quarter, and (b) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.
In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as we are an emerging growth company. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
We cannot predict if investors will find the Volta Class A Common Stock less attractive because we will rely on these exemptions. If some investors find the Volta Class A Common Stock less attractive as a result, there may be a less active trading market for the Volta Class A Common Stock and our share price may be more volatile.
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USE OF PROCEEDS
All of the securities offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.
Assuming the cash exercise of all outstanding Volta Warrants, we will receive an aggregate of approximately $184.6 million. We expect to use the net proceeds from the exercise of the Volta Warrants, if any, for working capital and general corporate purposes. We will have broad discretion over the use of any proceeds from the exercise of the Volta Warrants. There is no assurance that the holders of the Volta Warrants will elect to exercise any or all of their Volta Warrants. To the extent that any Volta Warrants are exercised on a “cashless basis,” the amount of cash we would receive from the exercise of the Volta Warrants will decrease.
The Selling Securityholders will pay any underwriting discounts and commissions and expenses incurred by the Selling Securityholders for brokerage, accounting, tax or legal services or any other expenses incurred by the Selling Securityholders in disposing of the securities. We will bear the costs, fees and expenses incurred in effecting the registration of the securities covered by this prospectus, including all registration and filing fees, NYSE listing fees and fees and expenses of our counsel and our independent registered public accounting firm.
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DETERMINATION OF OFFERING PRICE
The offering price of the shares of Volta Class A Common Stock underlying the Private Warrants offered hereby is determined by reference to the exercise price of the Volta Warrants of $11.50 per share. The Public Warrants are listed on the New York Stock Exchange under the symbol “VLTA WS.” The offering price of the shares of Volta Class A Common Stock underlying the Assumed Warrants offered hereby is determined by reference to the exercise price of such Assumed Warrants.
We cannot currently determine the price or prices at which shares of our Volta Class A Common Stock or Volta Warrants may be sold by the Selling Securityholders under this prospectus.
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MARKET INFORMATION FOR CLASS A STOCK AND DIVIDEND POLICY
Market Information
Our Volta Class A Common Stock and Public Warrants are currently listed on the New York Stock Exchange under the symbols “VLTA” and “VLTA WS,” respectively. Prior to the consummation of the Reverse Recapitalization, our Volta Class A Common Stock and Public Warrants were listed on the New York Stock Exchange under the symbols “SNPR” and “SNPR WS,” respectively. As of May 16, 2022, there were 175 holders of record of our Volta Class A Common Stock and one holder of record of our Volta Warrants. We currently do not intend to list the Private Warrants offered hereby on any stock exchange or stock market. Our Class B Common Stock is not registered and we do not currently intend to list the Class B Common Stock on any exchange or stock market.
Dividend Policy
We have not paid any cash dividends on our Volta Class A Common Stock to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of our Board at such time. We do not anticipate declaring any cash dividends to holders of our Volta Class A Common Stock in the foreseeable future.
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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786, and presents the combination of the historical financial information of Volta Inc. (f/k/a Tortoise Acquisition Corp. II) (“Volta”) and Volta Industries, Inc. (“Legacy Volta”) adjusted to give effect to the Business Combination, PIPE Financing, and related adjustments described in the accompanying notes.
Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). Volta has elected not to present Management’s Adjustments and has only presented Transaction Accounting Adjustments in the following unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 combines the historical unaudited statement of operations of Volta for the six months ended June 31, 2021 and the historical unaudited consolidated statement of operations of Legacy Volta for the three months ended March 31, 2022 on a pro forma basis as if the Business Combination had been consummated on January 1, 2021, the beginning of the earliest period presented in the unaudited pro forma condensed combined statements of operations.
The unaudited pro forma condensed combined financial information does not include an unaudited pro forma consolidated balance sheet as of March 31, 2022, as the Business Combination and related transactions are already reflected in the Legacy Volta historical condensed consolidated balance sheet as of March 31, 2022, included elsewhere in this prospectus.
The pro forma condensed combined financial information may not be useful in predicting the future financial condition and results of operations of the post-combination company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The historical financial information of Volta was derived from the unaudited financial statements of Volta as of and for the six months ended June 30, 2021 included elsewhere in this prospectus. The historical financial information of Legacy Volta was derived from the unaudited consolidated financial statements of Legacy Volta as of and for the three months ended March 31, 2022 included elsewhere in this prospectus and filed on the Form 10-Q with the Commission on May, 13, 2022. The unaudited pro forma condensed combined financial statements have been developed from other information relating to Volta and Legacy Volta included elsewhere in this prospectus, including the Business Combination Agreement.
The unaudited pro forma condensed combined financial information should also be read together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Volta,” and other financial information included elsewhere in this prospectus and incorporated by reference.
Additionally, as further described in Note 4 – “Acquisitions” in Legacy Volta’s historical interim financial statements included elsewhere in this prospectus, Legacy Volta completed the acquisition of 2Predict, Inc. (“2Predict”) on April 21, 2021. The acquisition of 2Predict was deemed not material. As such, the unaudited pro forma combined balance sheet as of March 31, 2022 and the unaudited pro forma combined statements of operations for the three months ended March 31, 2022 were not adjusted to give pro forma effect to the Business Combination between Legacy Volta and 2Predict.
Introduction
On August 26, 2021, as a result of the previously announced Business Combination Agreement dated February 7, 2021, First Merger Sub and Second Merger Sub, each a newly formed subsidiary of Volta, merged with and into Legacy Volta (the “Business Combination”). On the same day, the separate corporate existence of both First Merger Sub and Legacy Volta ceased, the Second Merger Sub (renamed “Volta Charging Industries Inc.”) survived and became a wholly-owned subsidiary of Volta. As a result of the Business Combination, security holders of Volta
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continued as security holders and former security holders of Legacy Volta became security holders of Volta. After the completion of the Transactions, Volta Class A Common Stock and Volta Public Warrants began trading on the NYSE under the symbols “VLTA” and “VLTA WS,” respectively.
Prior to completion of the Business Combination, Volta was a blank check company whose purpose was to effect a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar transaction with one or more businesses or entities. Volta was incorporated on July 24, 2020 as a Cayman Islands exempted company. On September 15, 2020, Volta consummated its Initial Public Offering of 34,500,000 Units, including 4,500,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, at $10.00 per Unit, generating gross proceeds of $345.0 million. Each Unit consisted of one Class A Ordinary Share and one-fourth of one Public Warrant, for a total of 8,625,000 Public Warrants. Simultaneously with the Initial Public Offering, Volta completed the sale of 5,933,333 Private Warrants at a price of $1.50 per warrant in a private placement to Tortoise Borrower, generating gross proceeds of $8.9 million. Each whole Public Warrant and Private Warrant entitled the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share. Volta also issued a total of 8,625,000 Class B Ordinary Shares (“Founder Shares”) in exchange for the payment of $25,000 of expenses by the Sponsor.
Upon the closing of the Initial Public Offering and the sale of the Private Warrants, $345.0 million ($10.00 per Unit) of the net proceeds was placed in the Trust Account, with Continental Stock Transfer & Trust Company acting as trustee, and was available to be invested in U.S. “government securities;” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in money market funds meeting certain conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act, which invests only in direct U.S. government treasury obligations, as determined by Volta, until the earlier of: (a) the completion of an Initial Business Combination and (b) the distribution of the Trust Account. As of June 30, 2021, there was $345.02 million held in the Trust Account. Volta has 24 months from the closing of the Initial Public Offering (by September 15, 2022), or 27 months from the closing of the Initial Public Offering (by December 15, 2022) if it has executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering, but has not completed an Initial Business Combination within such 24-month period to complete an Initial Business Combination, which would include the Business Combination.
Legacy Volta, formed in Hawaii in 2010 and incorporated in Delaware on December 15, 2014, is headquartered in San Francisco, California. Legacy Volta is a holding company for its wholly-owned subsidiaries which are domiciled in California, Canada and Europe. Legacy Volta operates a managed network of charging stations for electric vehicles across the United States. Legacy Volta’s vision is to create EV charging networks that capitalize on and catalyze the shift from combustion-powered miles to electric miles by placing stations where drivers go, work, and shop. Legacy Volta’s revenue is derived by selling content on the charging network, monetizing the utilization of the stations, and selling, installing and maintaining charging stations.
The following pro forma condensed combined financial statements presented herein reflect the actual redemption of 24,222,287 shares of Class A Common Stock by Volta’s stockholders in conjunction with the stockholder vote on the Business Combination at a meeting held on August 31, 2021.
Description of the Business Combination
Upon the consummation of the Business Combination, Historical Rollover Shareholders received (or have the right to receive) shares of Volta Common Stock at a deemed value of $10.00 per share after giving effect to the exchange ratio of 1.2135, obtained by dividing (a) 130,000,000 by (b) the aggregate amount of Legacy Volta outstanding shares prior to the Business Combination. The amount of Legacy Volta Outstanding shares, comprised of the total number of shares of Legacy Volta Common Stock outstanding immediately prior to the Business Combination, expressed on a fully-diluted and as-converted to Legacy Volta Common Stock basis, was 107,125,112 shares. Accordingly, 101,304,774 and 9,887,185 shares of Volta Class A Common Stock and Volta Class B Common Stock, respectively, were issued and outstanding immediately after the consummation of the Business Combination. Furthermore, 36,425,551 and 135,923 shares of Volta Class A Common Stock and Volta Class B Common Stock, respectively, were reserved for the potential future issuance upon the exercise of Volta Options and
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Volta Warrants. An additional 10,500,000 shares of Volta Class B Common Stock were reserved for issuance upon the settlement of certain restricted stock units to be issued pursuant to Legacy Volta’s 2021 Founder Incentive Plan.
Each share of Legacy Volta Preferred Stock was converted into approximately 1.2135 shares of Class A common stock of Volta assuming the stock price of $10.00 per share, each share of Legacy Volta Class B Common Stock was converted into approximately 1.2135 shares of Class A common stock of Volta, assuming the stock price of $10.00 per share and each share of Legacy Volta Class A Common Stock was converted into approximately 1.2135 shares of Class B common stock of Volta, assuming the stock price of $10.00 per share based on the determined exchange ratio.
In addition, in connection with the Business Combination, Volta proposed and approved three incentive plans, the 2021 Plan, the Founder Plan, and the ESPP, which became effective upon closing of the Business Combination, in place of the existing Legacy Volta Option Plan. The purpose of the 2021 Plan and the Founder Plan is to provide eligible employees, directors, consultants and the founders the opportunity to receive stock-based incentive awards in order to encourage them to contribute materially to Volta’s growth and to align the economic interests of such persons with those of its stockholders. The purpose of the ESPP Plan is to allow eligible employees or eligible service providers the right to purchase shares of Volta Class A Common Stock through payroll deductions to further incentivize them to contribute to Volta’s growth and to align the economic interest of such persons or service providers with those of its stockholders.
The following summarizes the pro forma shares of Volta Common Stock outstanding at the closing of the Business Combination, excluding the potential dilutive effect of the exercise of Volta Warrants:
| Pro Forma Combined | |||||||||||
| Volta Class A Common Stock | Shares Outstanding | % | |||||||||
Legacy Volta stockholders(1) | 101,304,774 | 63.3 | |||||||||
| Volta Class A stockholders | 10,277,713 | 6.4 | |||||||||
| Volta Class B stockholders | 8,625,000 | 5.4 | |||||||||
| Shares issued to PIPE Investors | 30,000,000 | 18.7 | |||||||||
| Volta Class A Common Stock | 150,207,487 | 93.8 | |||||||||
| Volta Class B Common Stock | |||||||||||
Legacy Volta Historical Rollover Stockholders(2) | 9,887,185 | 6.2 | |||||||||
| Total Shares of Volta Class A Common Stock & Volta Class B Common Stock Outstanding At Closing | 160,094,672 | 100 | |||||||||
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(1)Includes Legacy stockholders of Legacy Volta Class B Common Stock and Legacy Volta Preferred Stock (on an as-converted basis).
(2)Includes Legacy stockholders of Legacy Volta Class A Common Stock (on an as-converted basis).
Basis for Pro Forma Presentation
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786. The unaudited pro forma condensed combined statements of operations for the three months ended March 31, 2022 are based on the historical financial statements of Volta and Legacy Volta.
The adjustments in the unaudited pro forma condensed combined financial information are based on information currently available and have been identified and presented to provide relevant information in accordance with GAAP necessary for an illustrative understanding of Volta upon consummation of the Business Combination. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information.
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The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of Volta following the completion of the Business Combination. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Volta and Legacy Volta have not had any historical relationship prior to the transactions. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
For the three months ended March 31, 2022
(In U.S. dollars, except share and per share data)
| Legacy Volta Three Months Ended March 31, 2022 (Historical) | Legacy Volta Pro Forma Adjustments | Legacy Volta As Adjusted | Volta Six Months Ended June 30, 2021 (Historical) | Reclassification Adjustments | Transaction Accounting Adjustments | Pro Forma Combined | |||||||||||||||||||||||||||||||||||||||||
REVENUES | |||||||||||||||||||||||||||||||||||||||||||||||
| Service revenue | $ | 7,974 | — | $ | 29,881 | $ | $ | $ | $ | 29,881 | |||||||||||||||||||||||||||||||||||||
| Product revenue | $ | 275 | — | 1,199 | — | — | — | 1,199 | |||||||||||||||||||||||||||||||||||||||
| Other revenue | $ | 137 | — | 1,231 | — | — | — | 1,231 | |||||||||||||||||||||||||||||||||||||||
Total revenues | $ | 8,386 | — | 32,311 | — | — | — | 32,311 | |||||||||||||||||||||||||||||||||||||||
COSTS AND EXPENSES | |||||||||||||||||||||||||||||||||||||||||||||||
| Costs of services (exclusive of depreciation and amortization shown below) | $ | 9,262 | — | 23,029 | — | — | — | 23,029 | |||||||||||||||||||||||||||||||||||||||
| Costs of products (exclusive of depreciation and amortization shown below) | $ | 420 | — | 1,678 | — | — | — | 1,678 | |||||||||||||||||||||||||||||||||||||||
| General and administrative expenses | — | — | 5,432 | (5,432) | (AA) | — | — | ||||||||||||||||||||||||||||||||||||||||
| Administrative expenses - related party | $ | — | — | — | 60 | (60) | (AA) | — | — | ||||||||||||||||||||||||||||||||||||||
| Selling, general and administrative | $ | 56,219 | — | 263,201 | — | 5,492 | (AA) | 2,316 | (CC) | 271,009 | |||||||||||||||||||||||||||||||||||||
| Depreciation and amortization | $ | 3,695 | — | 13,001 | — | — | — | 13,001 | |||||||||||||||||||||||||||||||||||||||
| Other operating (income) expense | $ | 326 | — | 1,896 | — | — | — | 1,896 | |||||||||||||||||||||||||||||||||||||||
Total costs and expenses | $ | 69,922 | — | 302,805 | 5,492 | — | 2,316 | 310,613 | |||||||||||||||||||||||||||||||||||||||
Loss from operations | $ | (61,536) | — | (270,494) | (5,492) | — | (2,316) | (278,302) | |||||||||||||||||||||||||||||||||||||||
OTHER EXPENSES | |||||||||||||||||||||||||||||||||||||||||||||||
| Interest expenses, net | $ | 1,313 | — | 6,531 | — | — | — | 6,531 | |||||||||||||||||||||||||||||||||||||||
| Other expenses, net | $ | — | — | 712 | — | — | — | 712 | |||||||||||||||||||||||||||||||||||||||
| Change in fair value of warrant liabilitie | $ | (14,700) | — | 1,239 | (13,601) | — | — | (12,361) | |||||||||||||||||||||||||||||||||||||||
| Net gain from investments held in Trust Account | $ | — | — | — | (17) | — | 17 | (BB) | — | ||||||||||||||||||||||||||||||||||||||
Total other expenses | $ | (13,387) | — | 8,482 | (13,617) | — | 17 | (5,118) | |||||||||||||||||||||||||||||||||||||||
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INCOME (LOSS) BEFORE INCOME TAXES | $ | (48,149) | — | (278,976) | 8,125 | — | (2,333) | (273,184) | |||||||||||||||||||||||||||||||||||||||
| Income tax expenses | $ | — | — | 39 | — | — | — | 39 | |||||||||||||||||||||||||||||||||||||||
NET INCOME (LOSS) | $ | (48,149) | $ | — | (279,015) | $ | 8,125 | $ | $ | (2,333) | $ | (273,223) | |||||||||||||||||||||||||||||||||||
| Other Comprehensive Income (loss) | |||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | $ | 88 | — | 213 | — | — | — | 213 | |||||||||||||||||||||||||||||||||||||||
TOTAL COMPREHENSIVE LOSS | $ | (48,061) | — | (278,802) | 8,125 | — | (2,333) | (273,010) | |||||||||||||||||||||||||||||||||||||||
| Weighted-average Class A common Stock outstanding, basic and diluted | 153,696,945 | 34,500,000 | 153,696,945 | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss per Class A common Stock, basic and diluted | $ | (0.28) | $ | — | $ | (0.28) | |||||||||||||||||||||||||||||||||||||||||
| Weighted-average Class B common Stock outstanding, basic and diluted | 18,294,483 | 8,625,000 | 18,294,483 | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss per Class B common Stock, basic and diluted | $ | (0.28) | $ | 0.94 | $ | (0.28) | |||||||||||||||||||||||||||||||||||||||||
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(1)For more information on Legacy Volta Earnings Per Share and Volta Earnings Per Share, see Legacy Volta’s historical unaudited condensed combined financial statements for the three months ended March 31, 2022 and the related notes thereto contained elsewhere in this prospectus and Volta’s historical unaudited condensed combined financial statements for the six months ended June 30, 2021 and the related notes thereto incorporated by reference, respectively.
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Note 1 - Basis of Presentation
The pro forma adjustments have been prepared as if the Business Combination (including, for the avoidance of doubt, the Conversion and the Domestication) had been consummated on January 1, 2021, the beginning of the earliest period presented, in the case of the unaudited pro forma condensed combined statement of operations. The unaudited pro forma condensed combined financial information has been prepared assuming the following methods of accounting in accordance with U.S. GAAP.
Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination is accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Volta is treated as the “acquired” company and Legacy Volta is treated as the acquirer for financial statement reporting purposes. Legacy Volta has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:
•Legacy Volta’s existing stockholders hold the majority of the ownership and voting rights. The relative voting rights is equivalent to equity ownership (each share of Volta Class A Common Stock has one vote per share), except for Volta Class B Common Stock, which carry ten votes per share. Volta shareholders (IPO investors, founders, and PIPE investors) hold 19.5% voting interest compared to Legacy Volta's 80.5% voting interest.
•The Volta Board is composed of eight directors, with former Legacy Volta stockholders having the ability to elect or appoint a majority of the directors.
•Legacy Volta’s senior management are the majority of the senior management of Volta.
•The combined company has assumed the Legacy Volta name.
Accordingly, for accounting purposes, the financial statements of Volta will represent a continuation of the financial statements of Legacy Volta with the acquisition being treated as the equivalent of Legacy Volta issuing stock for the net assets of Volta, accompanied by a recapitalization. The net assets of Volta will be stated at historical cost, with no goodwill or other intangible assets recorded.
One-time direct and incremental transaction costs incurred prior to, or concurrent with, the consummation of the Business Combination are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to Volta additional paid-in capital and are assumed to be cash settled.
The unaudited pro forma condensed combined statement of operations for the three months ended March 31, 2022 has been prepared using, and should be read in conjunction with, the following:
•Volta’s unaudited statement of operations for the six months ended June 30, 2021 and the related notes incorporated by reference; and
•Legacy Volta’s unaudited consolidated statement of operations for the three months ended March 31, 2022 and the related notes incorporated by reference.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited pro forma condensed combined adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believes that these assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination based on information available to management at the time,
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and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.
Based on its initial analysis, management did not identify any differences in accounting policies between Volta and Legacy Volta that would have a material impact on the unaudited pro forma condensed combined financial information. As a result, the unaudited pro forma condensed combined financial information does not assume any differences in accounting policies. Upon consummation of the Business Combination, Volta’s management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, Volta’s management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of Volta.
The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of Volta. They should be read in conjunction with the historical financial statements and notes thereto of Volta and Legacy Volta included elsewhere in this prospectus.
In May 2020, the Commission adopted Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 became effective on January 1, 2021. This Pro Forma financial information is presented in accordance with the guidance in Release No. 33-10786.
Note 2 - 2Predict Transaction
On April 21, 2021, Legacy Volta acquired 2Predict, Inc. (“2Predict”). The purchase price of 2Predict consisted of: (i) cash consideration of $0.2 million, and (ii) equity consideration of 150,134 shares of Class B Common Stock valued at $8.13 per share, for a total of $1,221,090. For the aggregate purchase price of $1,421,090, Legacy Volta received $1,200,000 in developed software and $221,090 in goodwill. Because the total assets of 2Predict represented less than 1% of Legacy Volta's total assets, the transaction was deemed immaterial by Legacy Volta and no separate audited or pro forma financials were prepared for the 2Predict acquisition. As such, no adjustments in relation to the acquisition of 2Predict were considered in the Pro Forma financial statements presented above.
Please refer to Note 4 – “Acquisitions” in Legacy Volta’s historical financial statements and the related notes included elsewhere in this prospectus for further details on Legacy Volta's acquisition of 2Predict.
Note 3 - Pro Forma Adjustments
Adjustments to the Unaudited Pro Forma Condensed Combined Statements of Operations
(AA) Reflects the reclassification of Volta Administrative expenses — related party, general and administrative expenses and financing costs to align with the statement of operations presentation of Legacy Volta.
(BB) Represents the elimination of the net gain on investments held in the Trust Account to close the Business Combination.
(CC) Reflects the pro rata allocation of transaction costs related to liability classified instruments.
Note 4 - Shares of Common Stock issued upon closing of the Business Combination and the PIPE Transaction
Based on the aggregate of 91,629,137 shares of common stock and Legacy Volta preferred stock that were outstanding immediately prior to the closing of the Business Combination and the PIPE Transaction on a fully diluted basis (i.e., giving effect to the exercise of outstanding Options), on the closing date August 27, 2021, and based on the Exchange Ratio determined in accordance with the terms of the Merger Agreement of 1.2135, Volta
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issued and reserved for issuance upon the exercise of outstanding Options an aggregate of 133,006,331 shares of Common Stock, determined as follows:
| Class A Common Stock, Class B Common Stock, and Convertible Preferred Stock (as converted to Class A Common Stock) shares outstanding prior to the closing of the Business Combination and the PIPE Transaction | 91,629,137 | ||||
| Plus Class A Common Stock, Class B Common Stock, and Preferred Stock (as converted to Class A Common Stock) shares issuable upon exercise of the Options | 17,976,410 | ||||
| Total shares of common stock outstanding on a fully diluted basis prior to the closing of the Business Combination and the PIPE Transaction | 109,605,547 | ||||
| Multiplied by the Exchange Ratio | 1.2135 | ||||
| Common Stock issued to Stockholders or reserved for issuance upon the exercise of outstanding Options | 133,006,331 | ||||
COMPARATIVE SHARE INFORMATION
The following table sets forth summary historical comparative share information for Volta and Legacy Volta, respectively, and unaudited pro forma condensed combined per share information of Volta after giving effect to the Business Combination.
The pro forma book value information reflects the Business Combination as if it had occurred on Mach 31, 2022. The pro forma weighted average shares outstanding and net loss per share information reflect the Business Combination as if it had occurred on January 1, 2021.
This information is only a summary and should be read in conjunction with the historical financial statements of Volta and Legacy Volta and related notes included elsewhere in this prospectus. The unaudited pro forma combined per share information of Volta and Legacy Volta is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information and related notes included elsewhere in this prospectus in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.”
The unaudited pro forma combined income (loss) per share information below does not purport to represent the income (loss) per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date of period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Volta and Legacy Volta would have been had the companies been combined during the periods presented.
Legacy Volta Three Months Ended March 31, 2022 (Historical)(1) | Volta Six Months Ended June 30, 2021 (Historical)(1) | Pro Forma(3) Combined | |||||||||||||||
Book Value per share - Class A Ordinary Shares(2) | $ | 0.94 | |||||||||||||||
Book Value per share - Class A Common Stock and Class B Common Stock(2) | $ | 1.55 | $ | 1.55 | |||||||||||||
| Net income (loss) per Class A Ordinary Share - basic and diluted | $ | (0.28) | |||||||||||||||
| Weighted average outstanding Class A Ordinary Shares - basic and diluted | 153,696,945 | ||||||||||||||||
| Net loss per Class B Ordinary Share - basic and diluted | $ | (0.28) | |||||||||||||||
| Weighted average outstanding Class B Ordinary Shares – basic and diluted | 18,294,483 | ||||||||||||||||
| Net loss per Class A Common Stock - basic and diluted | $ | — | $ | (0.28) | |||||||||||||
| Weighted average outstanding Class A Common Stock - basic and diluted | 34,500,000 | 153,696,945 | |||||||||||||||
| Net loss per Class B Common Stock - basic and diluted | $ | 0.94 | $ | (0.28) | |||||||||||||
| Weighted average outstanding Class B Common Stock – basic and diluted | 8,625,000 | 18,294,483 | |||||||||||||||
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(1)There were no cash dividends declared in the periods presented.
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(2)Book value per share is calculated as (a) total permanent equity divided by (b) the total number of Class A Ordinary Shares or total Legacy Volta Class A Common Stock and Legacy Volta Class B Common Stock outstanding classified in permanent equity, as applicable.
(3)As of June 30, 2021, the outstanding shares of Volta Class A Common Stock and Volta Class B Common Stock are assumed to be outstanding for the full three months ended March 31, 2022.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis provides information which Volta’s management believes is relevant to an assessment and understanding of its condensed consolidated results of operations and financial condition. You should read the following discussion and analysis of Volta’s financial condition and results of operations in conjunction with the condensed consolidated financial statements and notes thereto contained in this prospectus.
Certain of the information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respect to plans and strategy for Volta’s business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the section entitled "Risk Factors", Volta’s actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis. Factors that could cause or contribute to such differences include, but are not limited to, capital expenditures, economic and competitive conditions, regulatory changes and other uncertainties, as well as those factors discussed below and elsewhere in this prospectus. We assume no obligation to update any of these forward-looking statements. Please also see the section entitled "Forward-Looking Statements"
Percentage amounts included in this prospectus have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this prospectus may vary from those obtained by performing the same calculations using the figures in the condensed consolidated financial statements included elsewhere in this prospectus. Certain other amounts that appear in this prospectus may not sum due to rounding.
Introduction
This Management’s Discussion and Analysis of Financial Condition and Results of Operations of Volta ("MD&A") is a supplement to the unaudited condensed consolidated financial statements and provides additional information on its business, recent developments, financial condition, liquidity and capital resources, cash flows and results of operations. The MD&A is organized as follows:
•Business Overview: This section provides a general description of Volta’s business, a discussion of Volta management’s general outlook regarding market demand, Volta’s competitive position and product innovation, as well as recent developments Volta management believes are important in understanding Volta’s results of operations and financial condition or in understanding anticipated future trends.
•Basis of Presentation: This section provides a discussion of the basis on which Volta’s unaudited condensed consolidated financial statements were prepared.
•Results of Operations: This section provides an analysis of Volta’s results of operations for the three months ended March 31, 2022 and 2021.
•Liquidity and Capital Resources: This section provides a discussion of Volta’s financial condition and an analysis of its cash flows for the three months ended March 31, 2022 and 2021. This section also provides a discussion of Volta’s contractual obligations, and other purchase commitments that existed at March 31, 2022, as well as a discussion of its ability to fund its future commitments and ongoing operating activities through internal and external sources of capital.
•Critical Accounting Policies and Estimates: This section identifies and summarizes those accounting policies that significantly impact Volta’s reported results of operations and financial condition, and requires significant judgment or estimates on the part of Volta management in their application.
Business Overview
Volta’s mission is to build the fueling infrastructure of the future. Volta’s vision is to create an EV charging network that capitalizes on and catalyzes the shift from gas to electric vehicles. Volta places its charging stations in high traffic public locations that driver and consumer behavior data suggest are stopping points in EV drivers' daily
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routines. Located near the entrances of the retail and other commercial facilities at these locations, the digital display screens on Volta's media enabled stations offer its media partners the opportunity to advertise to potential consumers just before they enter that facility. By both attracting EV drivers to a particular location to run an errand that was on their to-do list and providing a high impact advertising opportunity just before a purchasing decision may be made, Volta's charging stations allow it to enhance its site and media partners' core commercial interests.
Volta’s business entails partnering with real estate and retail partners with national and regional multi-site portfolios of commercial and retail properties, as well as municipalities and local business owners, to locate and deploy its EV charging stations in premier locations. The site hosts Volta partners with span a wide array of industries and locations, including retail centers, grocery stores, pharmacies, movie theaters, parking lots, healthcare/medical facilities, municipalities, sport and entertainment venues, parks and recreation areas, restaurants, schools and universities, certain transit and fueling locations, office buildings and other locations. Volta generally signs long-term contracts to locate its charging stations at site host properties and grows its footprint over time as its station utilization justifies further capital investment in its EV charging infrastructure. Volta also sells charging stations to certain business partners, while continuing to perform related installation, operation and maintenance services. For both Volta-owned and partner-owned charging stations, Volta sells media display time on the charging stations’ digital displays to its media and advertising partners. In addition, while Volta currently provides sponsored charging services to drivers that use its charging stations, Volta intends to introduce a pay-for-use charging model in the future. As of March 31, 2022, Volta had installed over 2,472 chargers across 26 territories and states that have generated over 275,000 charging sessions per month, forming one of the most utilized charging networks in the United States.
Volta’s differentiated business model aims to maximize deployment of capital to deliver compelling value per unit and dollars per mile of capital invested. Volta’s current business model is capable of generating revenue from multiple sources: Media revenue, Network Development, Charging Network Operations and Network Intelligence.
•Media revenue is derived from the sale of advertising to Volta partners that purchase media display time on its advertising-driven charging stations to conduct their media and advertising campaigns to generate commerce or influence targeted driver behavior.
•Network Development revenue is generated by providing installation, operating and maintenance services, and the sale of Volta’s charging products to select site hosts. Network Development revenue is also generated from contracts with utility companies for the sale of installed electrical infrastructure. Volta’s Network Development customers consist of select site hosts that purchase Volta charging stations and receive associated installation and maintenance services, utility companies with whom Volta contracts to perform electrical infrastructure development activities, and select site partners for whom Volta performs the development work required to prepare a site for EV charging infrastructure. Currently, there is immaterial overlap between Volta’s Media revenue and Network Development customers.
•Charging Network Operations revenue is generated by tracking the delivery of electricity through the use of Volta’s charging stations, generating LCFS credits which Volta sells to third parties under the regulatory framework currently in effect. Volta intends to implement pay-for-use charging features in the future and anticipates that its "Charging Network Operations" revenue will also include fees received for its paid charging services and that its Charging Network Operations customers will include drivers that utilize Volta’s paid charging services.
•Network Intelligence revenue consists of license or service fees from the sale of Volta’s proprietary software tools related to its EV charging network analysis. Volta offers access to the PredictEVTM tool, a machine-learning built software tool that Volta uses for network planning, to utility companies, channel partners and other third parties as a SaaS offering to help them assess the impact that EV adoption and the shift to electric mobility will have on electricity demand in their service areas.
Acquisitions
Effective April 21, 2021, Volta purchased all the intellectual property of 2Predict from a related party, Praveen Mandal, Chief Technology Officer of Volta. The total purchase consideration was $1.4 million. As a result of the
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acquisition, Volta will further expand their technology through 2Predict's team of experts in advanced machine learning solutions.
Please refer to "Note 4 - Acquisitions," of the accompanying unaudited condensed consolidated financial statements for additional information.
Key Performance Measures
Volta management reviews certain key performance measures, discussed below, to evaluate its business and results of operations, measure performance, identify trends, formulate plans and make strategic decisions. Volta management believes that the presentation of such metrics is useful to Volta’s investors and counterparties because they are used to measure and benchmark the performance of companies, such as Volta and its peers.
Total Stations Installed, including Site Partners
Volta management defines "Total Stations Installed" as the total size of its installed charging network at the end of the period, including Volta-owned and site partner-owned charging stations. Volta’s management uses Total Stations Installed for internal network planning and forecasting purposes, including to evaluate the potential Media revenue generating capacity of its charging network, which is generated through delivery of advertising by Volta’s partners across both Volta-owned and its site partner-owned charging stations. In addition, Total Stations Installed provides the basis for Volta’s assessment of its charging network operations as well. Volta believes that this performance measure provides meaningful, supplemental information regarding the Volta charging network that helps illustrate trends in its business and operating performance. Volta believes that this performance measure is helpful to its investors as it is used by management in assessing the growth of the Volta charging network.
Total Stalls Connected, including Site Partners
Volta management team defines "Total Stalls Installed" as the total operational charging capacity in Volta's network of charging stations. A stall is attributed to a station based on the number of vehicles that can charge concurrently and there are certain configurations of Volta sites where one station is capable of charging more than one vehicle at a time.
However, this information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for the financial and other information presented in this prospectus. In addition, other companies, including companies in Volta’s industry, may calculate similarly titled performance measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of this performance measure as a tool for comparison.
The following table sets forth this key performance measure, together with total revenue, for the three months ended March 31, 2022 and 2021:
| Three Months Ended March 31, | |||||||||||
| in thousands except station and stall data | 2022 | 2021 | |||||||||
| Total revenue | $ | 8,386 | $ | 4,740 | |||||||
| Total stations installed, including site partners | 2,472 | 1,787 | |||||||||
| Total stalls connected, including site partners | 2,548 | 1,836 | |||||||||
The increase in revenue is primarily driven by the addition of 712 stalls, including site partner stall installations, an increase of 38.8%. For more information on the increase of total revenue, refer to the subsection entitled "Results of Operations" below.
Key Factors Affecting Operational Results
Volta’s future operating results and cash flows are dependent upon a number of opportunities, challenges and other factors, including macroeconomic conditions, human resources, customer retention, adoption of EVs and related technology, regulatory environment, competition, and installation and construction costs.
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Macroeconomic Conditions
Volta derives a significant portion of its revenues from providing paid advertising on its EV charging stations. Current or prospective buyers’ spending priorities could be altered by a decline in the economy in general, the economic prospects of such buyers’, and/or the economy of any individual geographic market or industry. Any such changes, particularly a market in which Volta conducts a substantial portion of its business or an industry from which it derives a significant portion of its advertising, could adversely affect Volta’s revenues. Additionally, disruptions to buyers’ product plans or launches could affect revenue.
Volta is dependent upon the availability of electricity at its current and future charging sites. Increases in electricity costs, the need to upgrade or bring in additional power infrastructure at locations, delays, new or increased taxation, or regulations, power shortages and/or other restrictions on the availability or cost of electricity could adversely affect Volta’s business, financial condition and results of operations.
Human Resources
Volta’s ability to achieve revenue growth, profitability and expand its charging network and strategic advertising partnerships to achieve broader market acceptance will depend on its ability to effectively expand its sales, advertising, marketing, technology and operational teams and capabilities. Volta’s success depends, in part, on its continuing ability to identify, hire, attract, train, develop and retain highly qualified personnel. To achieve its growth objectives, Volta may need to continue to expand its team and geographic footprint aggressively.
Customer Retention
Volta intends to introduce, and has begun testing, a pay-for-use by the driver model for charging, as well as idle fees for EVs that remain connected to a charging station for more than a specified period of time after charging is complete. As Volta migrates from EV charging that has been free to the driver, to include a pay-for-use model, it could risk losing drivers who have become accustomed to its free charging and do not wish to use paid charging services and reduce demand for its stations from media and site partners.
Adoption of EVs and Related Technology
Volta's future growth and success is aligned with the continuing rapid adoption of EVs for passenger and fleet applications and the desire of site partners to provide this amenity on their properties that allows Volta to access the vehicle and foot traffic at these sites. The success of alternative fuels, competing technologies or alternative transportation options could considerably undermine Volta’s prospects to offer this amenity.
The EV charging market is characterized by rapid technological change, which requires Volta to continue to develop new products, innovate, and maintain and expand its intellectual property portfolio. Any delays in such developments could adversely affect market adoption of its products and its financial results. Volta’s ability to grow its business and consumer base depends, in part, upon the effective operation of its mobile applications that Volta deploys on various mobile operating systems, cellular and payment networks and external charging standards that it does not control.
Volta is developing and operating in an emerging technology sector. Computer malware, viruses, ransomware, hacking, phishing attacks and other network disruptions could result in security and privacy breaches, loss of proprietary information and interruption in service, which could harm Volta’s business. Unauthorized disclosure of personal or sensitive data or confidential information, whether through electronic security breaches or otherwise, could severely hurt Volta’s business.
Regulatory Environment
Volta’s business and its ability to execute operational plans could be highly impacted by the regulatory environment in which it operates on all levels. Regulatory factors affecting Volta’s business include infrastructure financing or support, carbon offset programs, EV-related tax incentives and tax policy, utility and power regulation, payment regulations, data privacy and security, software reporting tools, transportation policy and construction, electrical and sign code permitting.
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Restrictions on certain digital outdoor media advertising products, services or other advertising are or may be imposed by laws and regulations, as well as contracts with Volta’s host sites. Digital displays were introduced to the market relatively recently, and existing media signage regulations could be revised or new regulations could be enacted to impose greater restrictions on digital advertising or displays. In addition, Volta may be also impacted if various levels of government enact rules or legislation to tax revenues derived from the sale of digital media. Any such regulatory changes could adversely affect Volta’s financial condition and results of operations.
Competition
Volta currently faces competition from a number of companies in the U.S. and Europe, in both the EV charging industry and in the media industry. Volta expects to face significant competition in the future as the markets for EV charging and advertising evolve. Increased competition in these industries could create a talent war, making it more challenging to attract and retain talent.
The EV charging business may become more competitive and Volta may face increased pressure on network utilization. Competition is expected to continue to increase as the number of EVs sold increases and as new competitors or alliances emerge that have greater market share or access to capital than Volta. If Volta’s advertising competitors offer media advertising display rates below the rates it charges, Volta could lose potential partners and be pressured to reduce its rates. This could have an adverse effect on Volta’s financial position. Volta’s future growth and success is dependent upon the desirability of its charging stations as advertising space. The success of alternative media advertising options employed by agencies, brands or other purchasers of advertising could undermine Volta’s prospects.
Relationships with Real Estate and Retail Partners
In order to build its charging network, Volta will need to continue to establish and maintain relationships with real estate partners, retail partners and site partners with national, multi-state and local portfolios of commercial and retail properties. Site hosts can span a diverse array of industries and locations, and if such hosts believe the benefits offered by Volta’s competitors exceed the benefits of partnering with Volta, Volta may lose access to high quality property owners that it needs to achieve profitability.
Seasonality
Volta’s advertising business has experienced and is expected to continue to experience fluctuations as it continues to scale its EV charging footprint in various markets. This is primarily due to, among other things, seasonal buying patterns and seasonal influences on media markets. Typically, media spend is highest in the fourth quarter, during the holiday shopping season, and lowest in the first quarter, as buyers adjust their spending following the holiday shopping season and prepare annual budgets.
Installation and Construction Cost Drivers
Volta’s business is subject to risks associated with construction, cost overruns and delays and other contingencies that may arise in the course of completing installations. The timing of obtaining permits from state and local governments to install charging stations is often out of Volta’s control, and could result in delays of operations. In addition, Volta relies on a limited number of suppliers and manufacturers for the manufacture and supply of its charging stations, some of which are also early-stage companies.
Volta’s EV chargers are typically located in publicly accessible outdoor or garage areas and may be subject to damage from a number of sources, including exposure to the elements and weather-related impacts, and wear and tear and inadvertent or accidental damage by drivers, including due to vehicle collisions or charger misuse. Volta’s charging stations may also be subject to intentional damage and abuse, including vandalism or other intentional property damage, any of which would increase wear and tear of the charging equipment and could result in such equipment being irreparably damaged or destroyed.
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COVID-19 Impact
In March 2020, the World Health Organization declared COVID-19 a global pandemic. Volta management is closely monitoring the impact of the COVID-19 pandemic on all aspects of Volta’s business. Volta took measures to mitigate the impacts of the ongoing COVID-19 pandemic, including closing its offices for a period, implementing a work from home policy for its workforce and actively managing its site installations. Volta may take further actions that alter its business operations, as may be required by government authorities or that it determines are in the best interests of its employees, contractors and stockholders. See the "Risk Factors" section for further information on the risks related to Volta's business. Volta faces risks related to health pandemics, which could have a material adverse effect on its business and results of operations. For example, impacts to Volta’s business as a result of the ongoing COVID-19 pandemic included slow-down of permitting and construction activities during shutdowns, shut-down of properties where Volta’s stations are located, drop off in media spend, shut-down of offices and a transition to remote work forces, impacting revenue potential and usage.
Impacts from COVID-19 during the three months ended March 31, 2022 were immaterial to Volta’s activities. While there were continuing delays for permits and installations due to continuing impacts from COVID-19 in the construction industry generally, given the nature of Volta’s partnerships and contractual obligations, Volta does not believe there will be a material impact to its business and operations as a result of these delays going forward. Beginning in the first quarter of 2021, there was a trend of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel, and governmental activities and functions. On the other hand, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains.
The COVID-19 pandemic, the measures taken by the governmental authorities and businesses affected and the resulting economic impact may materially and adversely affect Volta’s business, results of operations, cash flows and financial positions as well as its drivers that use its charging stations. Despite such recent events, Volta management does not anticipate the COVID-19 pandemic will significantly impact future operations, as demonstrated by the increase in revenues since the last pre-COVID fiscal year. Volta believes that its advertising network remains attractive to buyers, given that many of its charging stations are installed in close proximity to essential businesses such as grocery stores and pharmacies, and shopping centers. In addition, despite the adverse impacts, there are no indications that the COVID-19 pandemic has resulted in a material decline in the carrying value of any of Volta’s assets, or a material change in the estimate of any contingent amounts recorded in the condensed consolidated balance sheet as of March 31, 2022. However, the estimates of the impact of the COVID-19 pandemic on Volta’s business may change based on new information that may emerge concerning COVID-19 and the actions to contain it or treat its impact, including any variants that may arise, and the economic impact on local, regional, national and international markets. Volta’s management continues to monitor the impact of the global situation on its financial condition, liquidity, operations, suppliers, industry and workforce. See also the subsection entitled "Key Factors Affecting Operational Results" for further discussion of the possible impact of COVID-19 on Volta’s business.
Basis of Presentation
Substantially all of Volta’s long-lived assets are maintained in, and its losses are attributable to, the United States. The condensed consolidated financial statements include the accounts of Volta and its wholly owned subsidiaries. See, "Note 2 - Summary of Significant Accounting Policies" of the accompanying unaudited condensed consolidated financial statements for more information.
Comparison of the three months ended March 31, 2022 and 2021
The results of operations presented below should be reviewed in conjunction with Volta’s unaudited condensed consolidated financial statements for the three months ended March 31, 2022 and 2021 and the related notes
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included elsewhere in this document. The following tables set forth Volta’s condensed consolidated results of operations data for the three months ended March 31, 2022 and 2021:
| Three Months Ended March 31, | Variance | ||||||||||||||||||||||
| in thousands | 2022 | 2021 | $ | % | |||||||||||||||||||
| REVENUES | |||||||||||||||||||||||
| Service revenue | 7,974 | $ | 4,231 | $ | 3,743 | 88.5 | % | ||||||||||||||||
| Product revenue | 275 | 299 | (24) | (8.0) | % | ||||||||||||||||||
| Other revenue | 137 | 210 | (73) | (34.8) | % | ||||||||||||||||||
| Total revenues | 8,386 | 4,740 | 3,646 | 76.9 | % | ||||||||||||||||||
| COSTS AND EXPENSES | |||||||||||||||||||||||
| Costs of services (exclusive of depreciation and amortization shown below) | 9,262 | 4,609 | 4,653 | 101.0 | % | ||||||||||||||||||
| Costs of products (exclusive of depreciation and amortization shown below) | 420 | 352 | 68 | 19.3 | % | ||||||||||||||||||
| Selling, general and administrative | 56,219 | 60,857 | (4,638) | (7.6) | % | ||||||||||||||||||
| Depreciation and amortization | 3,695 | 2,173 | 1,522 | 70.0 | % | ||||||||||||||||||
| Other operating (income) expense | 326 | 120 | 206 | 171.7 | % | ||||||||||||||||||
| Total costs and expenses | 69,922 | 68,111 | 1,811 | 2.7 | % | ||||||||||||||||||
Loss from operations | (61,536) | (63,371) | 1,835 | (2.9) | % | ||||||||||||||||||
| OTHER (INCOME) EXPENSES | |||||||||||||||||||||||
| Interest expense, net | 1,313 | 1,687 | (374) | (22.2) | % | ||||||||||||||||||
| Other expense, net | — | 201 | (201) | (100.0) | % | ||||||||||||||||||
| Change in fair value of warrant liability | (14,700) | (88) | (14,612) | 16,604.5 | % | ||||||||||||||||||
Total other (income) expenses | (13,387) | 1,800 | (15,187) | (843.7) | % | ||||||||||||||||||
LOSS BEFORE INCOME TAXES | (48,149) | (65,171) | 17,022 | (26.1) | % | ||||||||||||||||||
| Income tax expense | — | — | — | — | % | ||||||||||||||||||
NET LOSS | $ | (48,149) | $ | (65,171) | $ | 17,022 | (26.1) | % | |||||||||||||||
Components of Results of Operations
Revenue
Media Revenue (formerly Behavior and Commerce)
Media revenue is principally generated through the delivery of advertising across the charging network.
Network Development
Network Development revenue is generated from installation, operating and maintenance services of the charging stations to select site partners. Network Development also includes revenue related to the sale of Volta’s charging products and the performance of development work necessary to prepare a site for EV infrastructure as well as revenue from contracts with utility companies for installing electrical infrastructure.
Charging Network Operations
Charging Network Operations revenue is generated by utilization of Volta’s charging stations and through the sale of LCFS credits.
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Network Intelligence
Network Intelligence revenue consists of license or service fee revenue from proprietary software tools derived from the charging network. Volta offers access to the PredictEVTM tool to utility companies, channel partners and other third parties through a SaaS business model.
Cost of Services
Cost of services consist primarily of contracted labor for sales of installation and maintenance services and costs related to station rent, electricity, insurance, communication, and business property taxes related to Volta’s site leases. Volta expects cost of services to increase in future periods primarily due to increased costs associated with operating a national charging network due to increasing rent and electricity costs as site hosts seek to monetize customer parking spaces.
Cost of Products
Cost of products consist primarily of hardware related costs of Level 2 and DC Fast Charging ("DCFC") stations which includes the station chassis, high-resolution, outdoor screen on media-enabled stations, the EV chargers, routers, and computers. While the cost of products has increased for the current generation of Volta’s award-winning charging stations, which include intuitive lighting features and a new chassis design, Volta seeks to drive cost down of the next generation of stations through scaling purchasing with its manufacturing partners.
Selling, General, and Administrative Expenses
Selling, general and administrative expenses primarily consist of personnel-related expenses, share based compensation, professional fees for legal, accounting, other consulting services, software and licenses, and information technology development services costs. Volta expects to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and NYSE listing standards, additional insurance expenses (including directors’ and officers’ insurance), investor relations activities and other administrative and professional services. Volta also expects to increase the size of its selling, general and administrative function to support the growth of its business.
Depreciation and Amortization
Depreciation and amortization primarily relate to the depreciation of Volta-owned charging stations and its tenant improvements, technology equipment and other tools. Volta anticipates these expenses will continue to increase over time as it continues to build its network.
Other Operating (Income) Expenses
Other operating expenses primarily relate to write offs of expenses related to projects discontinued prior to construction disposal of assets, and obsolete inventory.
Interest Expense
Interest expense primarily consists of interest related to its loan interest, amortization of debt issuance costs and costs related to early termination of debt.
Other (Income) Expense, net
Other (income) expense, net includes expenses related to an accrual for disputed invoices and various local and state government agencies.
Income Tax Expense
Volta’s income tax provision consists of an estimate of federal and state taxes, as adjusted for allowable credits, deductions, uncertain tax positions, changes in deferred tax assets and liabilities and changes in tax law and valuation allowance.
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Results of Operations
Revenues
The following table summarizes the changes in revenue from the three months ended March 31, 2022 and 2021:
| Three Months Ended March 31, | Variance | ||||||||||||||||||||||
| in thousands | 2022 | 2021 | $ | % | |||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Media Revenue (formerly Behavior and Commerce) | $ | 6,118 | $ | 3,529 | $ | 2,589 | 73.4 | % | |||||||||||||||
| Network Development | 2,214 | 1,001 | 1,213 | 121.2 | % | ||||||||||||||||||
| Charging Network Operations | 1 | — | 1 | 100.0 | % | ||||||||||||||||||
| Network Intelligence | 53 | 210 | (157) | (74.8) | % | ||||||||||||||||||
Total revenues | $ | 8,386 | $ | 4,740 | $ | 3,646 | 76.9 | % | |||||||||||||||
Media revenue increased by $2.6 million, or 73.4%, from March 31, 2021 to March 31, 2022 primarily due to large sales of media campaigns with several national brands in the three months ended March 31, 2022.
Network Development revenue increased by $1.2 million, or 121.2%, from March 31, 2021 to March 31, 2022, primarily due to an increase of $1.2 million in revenue recognized for make-ready services.
Cost of Revenues
The following table summarizes cost of revenues by products and services:
| Three Months Ended March 31, | Variance | ||||||||||||||||||||||
| in thousands | 2022 | 2021 | $ | % | |||||||||||||||||||
Cost of services | $ | 9,262 | $ | 4,609 | $ | 4,653 | 101.0 | % | |||||||||||||||
Cost of products | $ | 420 | $ | 352 | $ | 68 | 19.3 | % | |||||||||||||||
Cost of services increased by $4.7 million, or 101.0%, to $9.3 million for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. This increase is primarily due to an increase of $2.3 million in installation service costs due to the increase in active projects for the three months ended March 31, 2022, an increase of $1.5 million in station rent due to an increase in the cumulative number of leases that commenced over the prior four quarters, an increase of $0.6 million due to the continued increase in our construction in progress ("CIP") assets for the three months ended March 31, 2022 and an increase of $0.2 million in advertising and media costs each primarily due to an increase in commission fees paid to media partners arising from higher dollar value campaigns.
Cost of products remained relatively consistent for the three months ended March 31, 2022 compared to the three months ended March 31, 2021.
Operating Expenses
Selling, General and Administrative
Selling, general and administrative expenses decreased by $4.6 million, or 7.6%, for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. This increase primarily relates to a $9.8 million increase in payroll and related costs, $4.2 million increase in bonus and commissions due to an increase in Volta’s employee headcount to 417 from 152. Additionally, there was an increase of $5.7 million in outside services, an increase of $2.4 million in due to an increase in insurance expense. Travel, meals and related expenses increased $0.6 million as COVID restrictions continue to ease and rent and facilities expense increased by $0.3 million. This was partially offset by a $29.0 million decrease in stock-based compensation.
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Depreciation and Amortization
Depreciation and amortization expenses increased by $1.5 million, or 70.0%, to $3.7 million for the three months ended March 31, 2022 from $2.2 million for the three months ended March 31, 2021. This was primarily due to an increase of 655 in the aggregate number of Volta-owned installations in service during the three months ended March 31, 2022 as compared to the three months ended March 31, 2021
Other Operating (Income) Expense
Other operating (income) expense increased by $0.2 million for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021, primarily due to an increase in disqualified projects prior to construction.
Loss from Operations
Loss from operations increased by $1.8 million, or 2.9%, from March 31, 2021 to March 31, 2022. This was primarily due to an decrease in selling, general and administrative expenses of $4.6 million, an increase in other operating (income) expense of $0.2 million, an increase in costs of services and products of $4.7 million and an increase in depreciation and amortization expenses of $1.5 million, partially offset by an increase in revenue of $3.6 million.
Interest Expense, net
Interest expense decreased by $0.4 million, from the three months ended March 31, 2021 to the three months ended March 31, 2022. The decrease is primarily due to the decline of the EIP loan principal outstanding from $49.0 million as of March 31, 2021 to $36.8 million as of the three months ended March 31, 2022.
Other Expense, net
Other expense, net decreased by $0.2 million or 100.0% from the three months ended March 31, 2021 to the three months ended March 31, 2022.
Income Tax Expense
There was no change to income tax expense for each of the three months ended March 31, 2021 and March 31, 2022.
Net Loss
Net loss decreased by $17.0 million, or 26.1%, from March 31, 2021 to March 31, 2022, primarily due to an decrease of $(4.6) million in selling, general and administrative expenses, an decrease in the fair value of warrant liabilities of $14.6 million which was partially offset by the increase in total revenue of $3.6 million.
Liquidity and Capital Resources
Sources of Liquidity
Volta has incurred net losses and negative cash flows from operations since its inception. To date, Volta has funded its operations primarily with proceeds from the issuance of Volta preferred stock, borrowings under its loan facilities, including its term loan, and other term loans. Until Volta is cash-flow positive, Volta may need to consider raising funds through the issuance of debt or equity securities or additional borrowings in the future.
Volta’s operations are dependent on its ability to generate meaningful long-term revenue and will highly depend on driver behavior trends as well as increased and sustained driver demand for EVs and related charging services. If the market for EVs does not develop as Volta expects or develops more slowly than it expects, or if there is a decrease in driver demand for EV charging services, Volta’s business, prospects, financial condition and results of operations will be harmed. The market for EV charging is relatively new, rapidly evolving, characterized by rapidly changing technologies, volatile electricity pricing, additional competitors, evolving government regulation
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(including carbon credits) and industry standards, frequent new vehicle announcements and changing driver demands and behaviors. Any number of changes in the industry could negatively affect revenue generation from Media revenue and EV charging.
For the three months ended March 31, 2022, the Company incurred a net loss of $48.1 million and had negative cash flows from operating activities of $39.8 million. Volta has a cash balance of $205.4 million as of March 31, 2022.
The Company entered into a Business Combination Agreement with Tortoise Corp II on February 7, 2021 and following the Closing on August 26, 2021, Volta Inc. began trading on the New York Stock Exchange (NYSE). Please refer to "Note 1 - Description of Business" of the accompanying condensed consolidated financial statements for the three months ended March 31, 2022 for additional information. Additional cash obligations in the next twelve months are expected to include investments in the operations and purchases to expand the business. Management has considered conditions and events which provide substantial doubt about the Company's ability to continue as a going concern for the 12 months following the issuance of the condensed consolidated financial statements. The Company concluded that there is substantial doubt that the Company cannot continue as a going concern in the next twelve months based on reasonable information available to us as of the date of this analysis. No assurances can be provided that additional funding will be available at terms acceptable to the Company, if at all. If the Company is unable to raise additional capital, the Company may significantly curtail its operations, modify strategic plans and/or dispose of certain operations or assets."
Liquidity Policy
As an early-stage company, Volta maintains a focus on liquidity and defines its liquidity risk tolerance based on sources and uses to maintain a sufficient liquidity position to meet its obligations under both normal and stressed conditions. Volta manages its liquidity to provide access to sufficient funding to meet its business needs and financial obligations, as well as capital allocation and growth objectives.
Debt Profile
The following table summarizes Volta’s debt balances and key related loan information:
| Net Carrying Value | |||||||||||||||||||||||||||||||||||
| in thousands | Principal Amount | Issuance Date | Maturity Date | Interest Rate | March 31, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||
| Term loans payable | $ | 49,000 | 6/19/2019 | 6/19/2024 | 12.0%1 | $ | 36,750 | $ | 40,833 | ||||||||||||||||||||||||||
| Total outstanding loans payable | 36,750 | 40,833 | |||||||||||||||||||||||||||||||||
| Less unamortized deferred issuance fees | 754 | 838 | |||||||||||||||||||||||||||||||||
| Total debt | 35,996 | 39,995 | |||||||||||||||||||||||||||||||||
| Less current maturities, net of debt issuance costs | 15,998 | 15,998 | |||||||||||||||||||||||||||||||||
| Total loans payable, net of unamortized debt issuance costs | $ | 19,998 | $ | 23,997 | |||||||||||||||||||||||||||||||
__________________
(1)The interest rate on the term loan as of June 19, 2019 was a fixed rate of 12.0% per annum. Please see Note 9 - Debt Facilities to the accompanying unaudited condensed consolidated financial statements for additional information.
On June 19, 2019, Volta entered into a senior secured term loan agreement, and has drawn a total of $49.0 million over the life of the term loan. The term loan agreement is fully funded based on capital expenditures and is secured by stations and other assets. The loan agreement states there are no limits or restrictions on the use of funds drawn. Interest on the outstanding balance of the term loan is equal to 12.0% per annum, and principal payments are due in equal monthly installments which began on July 1, 2021.
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The following table summarizes Volta’s financing obligations related to digital media screens:
| March 31 | December 31 | ||||||||||
| in thousands | 2022 | 2021 | |||||||||
| Financing obligation, long-term portion | $ | (2,972) | $ | (3,050) | |||||||
| Plus: current portion of financing obligation | $ | (895) | $ | (896) | |||||||
| Total financing obligation | $ | (3,867) | $ | (3,946) | |||||||
Volta entered into multiple sale-leaseback arrangements of digital media screens that do not qualify as asset sales and are accounted for as financing obligations. These financing obligations have been amortized over the 5-year term at Volta's incremental borrowing rate at the time of the transaction which has ranged between 6.0%-16.7%.
Please refer to Note 9 - Debt Facilities, of Volta’s of the accompanying unaudited condensed consolidated financial statements for additional information.
Material Cash Requirements
In the normal course of business, Volta enters into obligations and commitments that require future contractual payments. The commitments result primarily from operating leases and long-term debt. The following table summarizes Volta’s contractual obligations and commercial commitments as of March 31, 2022:
The Company's material cash requirements include the following commitments and contractual obligations:
| in thousands | Total | Less than 1 year | More than 1 year | ||||||||||||||
| Lease Liability | $ | 122,621 | $ | 11,948 | $ | 110,673 | |||||||||||
| Purchase Obligation | 2,826 | 2,826 | — | ||||||||||||||
| Long Term Debt | 36,750 | 12,250 | 24,500 | ||||||||||||||
| Financing Obligations | 4,633 | 887 | 3,747 | ||||||||||||||
| Total | $ | 166,830 | $ | 27,911 | $ | 138,920 | |||||||||||
Cash Flow Summary
The following table summarizes Volta’s cash flows for the three months ended March 31, 2022 and 2021:
| Three months ended March 31, | Change | ||||||||||||||||||||||
| in thousands | 2022 | 2021 | $ | % | |||||||||||||||||||
| Net cash used in operating activities | $ | (33,837) | $ | (21,734) | $ | (12,103) | 55.7 | % | |||||||||||||||
| Net cash used in investing activities | (18,995) | (3,407) | (15,588) | 457.5 | % | ||||||||||||||||||
| Net cash provided by (used in) financing activities | $ | (4,108) | $ | 19,810 | $ | (23,918) | (120.7) | % | |||||||||||||||
Operating Activities
Net cash used in operating activities increased by $18.1 million for the three months ended March 31, 2022 as compared to the three months ended March 31, 2021. Changes in net cash used in operating activities are primarily due to an decrease of $24.3 million in net loss adjusted for non-cash items, an increase of $9.0 million in operating lease ROU assets, and an decrease of $0.2 million in other noncurrent assets. This was partially offset by a decrease of $3.1 million in net working capital, an increase in operating lease liability of $8.5 million and an increase in other noncurrent liabilities of $3.4 million.
With the use of cash for operating activities to expand the business, Volta has considered conditions and events which provide substantial doubt about the Company's ability to meet cash requirements to support its operations over the 12 months following the issuance of the condensed consolidated financial statements. See Note 3 - Liquidity, of Volta’s of the accompanying consolidated financial statements for additional information.
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Investing Activities
Net cash used in investing activities increased by $9.6 million, to $13.0 million for the three months ended March 31, 2022, as compared to $3.4 million for the three months ended March 31, 2021, primarily due to $7.8 million increase in purchases of property and equipment, net and to the expansion of the charging station network and a $1.6 million increase in expenditures on internal use software development.
Financing Activities
Financing activities resulted in the use of $4.1 million in cash for the three months ended March 31, 2022 as compared to the provision of $19.8 million in cash for the three months ended March 31, 2021. This was primarily driven by the quarterly repayment of long term debt of $4.1 million and no additional proceeds raised from financing in the three months ended March 31, 2022, compared to the three months ended March 31, 2021 in which $28.7 million was raised from issuance of Series D preferred stock, partially offset by the $8.3 million payment of taxes on promissory notes for employees.
Subsequent Events
Please refer to "Note 17 - Subsequent Events" of the accompanying unaudited condensed consolidated financial statements for additional information.
Non-GAAP Financial Measures
In addition to its financial results determined in accordance with U.S. GAAP, Volta believes the following non-GAAP measure is useful in evaluating its operating performance. Volta uses the following non-GAAP financial measure to evaluate its ongoing operations and for internal planning and forecasting purposes. Volta believes that this non-GAAP financial measure, when taken together with the corresponding U.S. GAAP financial measure, provides meaningful, supplemental information regarding its performance by excluding certain items that may not be indicative of its business, results of operations or outlook. Volta considers EBITDA and adjusted EBITDA to be an important measure because it helps illustrate underlying trends in its business and its historical operating performance on a more consistent basis. Volta believes that the use of EBITDA and adjusted EBITDA is helpful to its investors as it is a metric used by management in assessing the health of its business and its operating performance.
However, non-GAAP financial information is presented for supplemental informational purposes only, has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In addition, other companies, including companies in Volta’s industry, may calculate similarly-titled non-GAAP financial measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of Volta’s non-GAAP financial measures as tools for comparison. A reconciliation is provided below for the non-GAAP financial measure to the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are encouraged to review the related U.S. GAAP financial measure and the reconciliation of this non-GAAP financial measure to its most directly comparable U.S. GAAP financial measure, and not to rely on any single financial measure to evaluate Volta’s business.
EBITDA and Adjusted EBITDA
In order to provide investors with greater insight and allow for a more comprehensive understanding of the information used by management and the board of directors in its financial and operational decision-making, Volta has supplemented the Condensed Consolidated Financial Statements presented on a U.S. GAAP basis in this prospectus with Adjusted EBITDA as a non-GAAP financial measure. Volta believes Adjusted EBITDA provides its board of directors, management and investors with a helpful measure for comparing its operating performance with the performance of other companies that have different financing and capital structures or tax rates. Volta also believes that EBITDA is a measure frequently used by securities analysts, investors and other interested parties in the evaluation of companies in its industry, and is a measure contained in its debt covenants. However, while Volta considers EBITDA to be an important measure of operating performance, EBITDA and other non-GAAP financial
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measures have limitations, and investors should not consider them in isolation or as a substitute for analysis of Volta’s results as reported under U.S. GAAP
The following table provides a reconciliation of EBITDA and Adjusted EBITDA to net (loss) income, the most directly comparable U.S. GAAP measure reported in Volta’s unaudited condensed consolidated financial statements for the following periods:
| Three Months Ended March 31, | Variance | ||||||||||||||||||||||
| in thousands | 2022 | 2021 | $ | % | |||||||||||||||||||
NET LOSS | $ | (48,149) | $ | (65,171) | $ | 17,022 | (26.1) | % | |||||||||||||||
| Interest expense, net | 1,313 | 1,687 | (374) | (22.2) | % | ||||||||||||||||||
| Depreciation and amortization | 3,695 | 2,173 | 1,522 | 70.0 | % | ||||||||||||||||||
EBITDA | $ | (43,141) | $ | (61,311) | $ | 18,170 | (29.6) | % | |||||||||||||||
| Stock-based compensation expense | 16,485 | 45,519 | (29,034) | (63.8) | % | ||||||||||||||||||
| Change in fair value of warrant liability | (14,700) | (88) | (14,612) | 16,604.5 | % | ||||||||||||||||||
Adjusted EBITDA | $ | (41,356) | $ | (15,880) | $ | (25,476) | 160.4 | % | |||||||||||||||
Adjusted EBITDA decreased by $25.5 million, or 160.4%, to a loss of $41.4 million in the three months ended March 31, 2022, as compared to a loss $15.9 million for the three months ended March 31, 2021. This is primarily attributable to a decrease of $14.6 million in the fair value of warrant liabilities, part offset by a $29.0 million decrease in stock-based compensation.
Critical Accounting Policies and Estimates
Volta prepares its condensed consolidated financial statements in accordance with U.S. GAAP. The preparation of these condensed consolidated financial statements requires it to make estimates, assumptions and judgments that can significantly impact the amounts it reports as in its financial statements and the related disclosures. Volta bases its estimates on historical experience and other assumptions that it believes are reasonable under the circumstances. Volta’s actual results could differ significantly from these estimates under different assumptions and conditions. Volta believes that the accounting policies discussed below are critical to understanding its historical and future performance as these policies involve a greater degree of judgment and complexity.
Please refer to "Note 2 - Summary of Significant Accounting Policies", of the accompanying unaudited condensed consolidated financial statements for a description of Volta’s accounting policies in detail. Volta believes the following accounting policies require the most significant judgments and estimates used in the preparation of its condensed consolidated financial statements.
Emerging Growth Company Status
Pursuant to Section 107(b) of the JOBS Act, an emerging growth company is provided the option to adopt new or revised accounting standards that may be issued by FASB or the SEC either (a) within the same periods as those otherwise applicable to non-emerging growth companies or (b) within the same time periods as private companies. Volta intends to take advantage of the exemption for complying with certain new or revised accounting standards within the same time periods as private companies, such as current expected credit losses and income tax.
Volta also intends to take advantage of some of the reduced regulatory and reporting requirements of emerging growth companies pursuant to the JOBS Act, including, but not limited to not being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation and exemptions from the requirements of holding non-binding advisory votes on executive compensation and golden parachute payments.
Volta will cease to be an emerging growth company on the date that is the earliest of (a) the last day of the fiscal year in which it has total annual gross revenues of $1.07 billion or more; (b) the last day of its fiscal year following the fifth anniversary of the date of its initial public offering; (c) the date on which it has issued more than $1.00 billion in nonconvertible debt during the previous three years; or (d) the last day of the fiscal year in which it is
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deemed to be a "large accelerated filer" as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of its common stock held by non-affiliates equals or exceeds $700 million as of the last business day of the second fiscal quarter of such fiscal year.
Network Development Revenue
Volta generates Network Development revenue from the sales of products including charging stations to select site partners and infrastructure to utility companies as well as related installation services and operations and maintenance services on charging stations owned by third parties. Some of Volta’s agreements include non-standard terms and conditions and include promises to transfer multiple goods and services. As a result, significant interpretation and judgment is required to determine the appropriate accounting for these transactions, including: (1) whether performance obligations are considered distinct that should be accounted for separately versus together, how the price should be allocated among the performance obligations, and when to recognize revenue for each performance obligation; (2) developing an estimate of the stand-alone selling price of each distinct performance obligation; (3) combining contracts that may impact the allocation of the transaction price between product and services; and (4) estimating the consideration payable to a customer as a reduction of the transaction price.
When an agreement contains multiple performance obligations, Volta identifies each component to the contract and allocates the transaction price based on a relative SSP. If the arrangement contains a lease it is accounted for in accordance with ASC 842 Leases. In some arrangements, Volta has executed a sale and leaseback of the digital media screens (sale leaseback) and has also acquired the right to control the use of the location to advertise over a set term (location lease). During the construction phase, Volta does not control the underlying asset on the customer’s property. When the sale leaseback qualifies as a financing lease, Volta will not record a sale for accounting purposes of the digital media screen and depreciates that asset over its useful life. For contractual lease payments that do not exceed the fair value of the location lease obligation, Volta records a lease liability and an associated ROU asset based on the discounted lease payments. In some instances, Volta may receive a lease incentive from the lessor which is recorded as a reduction to the lease payments. In arrangements where Volta pays consideration to a customer for a distinct good or service, the consideration payable to a customer is limited to the fair value of the distinct good or service received by the customer. If the contractual payments for the location lease of this arrangement are in excess of fair value, then Volta will estimate the excess contractual payments over fair value and record that amount as a reduction to the transaction price in the arrangement. The reduction to transaction price for consideration payable to a customer is recognized at the later of when Volta pays or promises to pay the consideration or when Volta recognizes the related revenue for the transferred products and services.
The determination of SSP for performance obligations to customers is judgmental and is based on the price that Volta would charge for the same good or service if sold separately on a standalone basis to similar clients in similar circumstances. Volta estimates SSP based on reasonably available data that maximizes the use of observable inputs that may vary over time. Typically, the SSP of Volta’s performance obligations are based on expected cost plus a margin. The margin reflects what the market would be willing to pay adjusted for differences in products, geographies, customers, and other factors.
Sales of charging stations and installed infrastructure is recognized at a point in time when control has been transferred to the customer and is classified as product revenue on our statement of operations. Installation services are recognized over time using an input method based on costs incurred to measure progress toward complete satisfaction of the performance obligation. Revenue from operation and maintenance services is recognized ratably over the term of the arrangement as the services are performed. Payments are typically due within one month after billed.
Changes in judgments with respect to these assumptions and estimates could impact the timing or amount of revenue recognition. Please refer to "Note 2 - Summary of Significant Accounting Policies," of the accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 2022 for additional information on revenue recognition.
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Equity Based Compensation
Volta’s stock-based compensation consists of options and RSUs that are granted to employees and non-employees as part of their compensation package. As the Company does not have a trading history for its common stock prior to the Reverse Recapitalization, Volta’s management must make assumptions to estimate the fair value.
The grant-date fair value of employee and non-employee stock options are determined using the Black-Scholes option-pricing model using various inputs, including estimates of expected volatility, term, risk-free rate, and future dividends. Compensation cost for options and service-based RSUs is recognized over the vesting period of the applicable award using the straight-line method. For market-based RSU awards, the fair value is measured on the grant date using a Binomial Lattice Valuation Model ("BLM"). The requisite service period is also determined through the use of a BLM. Compensation cost associated with awards granted with market-based vesting conditions is recognized over the requisite service period for each tranche using the accelerated attribution method even if the market condition is never satisfied. Forfeitures are recognized as they occur.
Changes in the following assumptions can materially affect the estimate of fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop.
Given Volta's limited public trading history, the Volta Board considers numerous objective and subjective factors to determine the fair value of Volta common stock. These factors include, but are not limited to (i) contemporaneous valuations of Volta common stock performed by an independent valuation specialist; (ii) developments in the business and stage of development; (iii) operational and financial performance and condition; (iv) issuances of Volta Preferred Stock and the rights and preferences of Volta preferred stock relative to Volta common stock; (v) the current condition of capital markets and the likelihood of achieving a liquidity event, such as an initial public offering or sale of Volta; (vi) the lack of marketability of the Volta common stock; and (vii) experience of management and hiring of key personnel.
The grant date fair value of Volta common stock was determined using valuation methodologies which utilize certain assumptions, including probability weighting events, volatility, time to liquidation, a risk-free interest rate, and an assumption for a discount for lack of marketability.
Volta used the market approach to determine the fair value of the Volta common stock. This approach measures the value of an asset or business through an analysis of recent sales or offerings of comparable investments or assets and gives consideration to the financial condition and operating performance of an entity relative to those of public entities operating in the same or similar lines of business. Volta applies the market approach by utilizing the Backsolve method, which uses a Black-Scholes option pricing model to calculate the implied value based on the recent transaction price. For purposes of allocating the fair value of common stock, Volta used the Option Pricing Method (“OPM”). Under the OPM, shares are valued by creating a series of call options with exercise prices based on the liquidation preferences and conversion terms of each equity class. The estimated fair values of the Preferred and common stock are inferred by analyzing these options. This method is appropriate to use when the range of possible future outcomes is so difficult to predict that estimates would be highly speculative, and dissolution or liquidation is not imminent.
For financial reporting purposes, Volta considers the amount of time between the valuation date and the grant date to determine whether to use the latest common stock valuation or a straight-line interpolation between the two valuation dates. The determination includes an evaluation of whether the subsequent valuation indicates that any significant change in valuation had occurred between the previous valuation and the grant date.
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The following table summarizes the key share-based payment valuation assumptions for stock options for the three months ended March 31, 2021. There were no option grants during the three months ended March 31, 2022.
| Three Months Ended March 31, | |||||
| 2021 | |||||
| Expected dividend yield | — | % | |||
| Risk-free interest rate | 0.6 | % | |||
| Expected volatility | 57.7 | % | |||
| Expected term (in years) | 5.8 | ||||
The following table summarizes the key share-based payment valuation assumptions for market-based RSUs for the three months ended March 31, 2022. There were no market-based RSU grants during the three months ended March 31, 2021.
| Three Months Ended March 31, | |||||
| 2022 | |||||
| Expected dividend yield | — | % | |||
| Risk-free interest rate | 1.5 | % | |||
| Expected volatility | 90.0 | % | |||
| Expected term (in years) | 4.6 | ||||
Expected Dividend Yield
Volta does not expect, and is not contractually obligated, to pay dividends in the foreseeable future.
Risk-free Interest Rate
The risk-free interest rate is based on the implied yields currently available from the U.S. Treasury zero-coupon yield curve over the expected term.
Expected Volatility
Expected volatility is a measure of the amount of fluctuation in the value of Volta’s share price over a specific time period. Volatility is generally calculated as the standard deviation of the continuously compounding rates of return on the share over a specified period and is typically expressed as annualized returns. Judgment is required to select a method to estimate expected volatility for nonpublic companies. As Volta does not have a trading history prior to the Reverse Recapitalization, sufficient historical information related to the fair value of Volta’s options is not available. Nonpublic entities may use average volatility for comparable public companies to form a reasonable basis for the assumption of expected volatility. To identify similar entities, Volta considered characteristics of each, such as industry, stage of life cycle, size and financial leverage. The volatility actually used in the fair value determination for stock options was 56.4-60.6% for grants awarded in the three months ended March 31, 2021. There were no options granted in the three months ended March 31, 2022.
Expected Term (in years)
Volta uses the practical expedient in ASC 718 which allows nonpublic entities to follow a simplified approach for calculating expected term. For service vesting conditions, the expected term is the midpoint between the requisite service period and the contractual term of the option. For performance vesting conditions, the expected term is determined based on the probability of occurrence. When the occurrence is probable, the expected term is the midpoint between the requisite service period and the contractual term of the option. If the occurrence is other than probable, the expected term is the contractual term when the service period is not stated, or the midpoint between the requisite service period and the contractual term if the requisite service period or vesting period is stated.
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Fair Value of Warrant Liabilities
Volta classifies Legacy Volta preferred stock warrants and the Public and Private Warrants as long-term liabilities at their estimated fair value. The liability is subject to remeasurement at each condensed consolidated balance sheet date, with changes in fair value recorded in change in fair value of warrant liability in the condensed consolidated statement of operations and comprehensive loss. Volta will continue to revalue all warrants until exercise, expiration, conversion or until they are no longer redeemable. As of March 31, 2022, none of the Legacy Volta preferred stock warrants and all of the Private Warrants remain outstanding. For the three months ended March 31, 2022, no shares of the Public Warrants were exercised.
Volta estimates the fair value of the Public and Private Warrants using the Binomial Lattice Valuation Model ("BLM") Volta is required to make assumptions and estimates in determining an appropriate risk-free interest rate, volatility, term, dividend yield, discount due to exercise restrictions and the fair value of Volta common stock. Any significant adjustments to the unobservable inputs would have a direct impact on the fair value of the warrant liability. Refer to "Note 6 - Fair Value Measurements", of the accompanying unaudited condensed consolidated financial statements for additional information.
Long Lived Assets
Property and equipment, net, which primarily consists of charging stations and construction in progress stations, is reported at historical cost less accumulated depreciation. Volta estimates the useful lives of the stations to be between five and ten years, based on its historical experience and its plans regarding how it intends to use those assets.
Volta’s experience indicates that the estimated useful lives applied to its portfolio of assets have been reasonable, and it does not expect significant changes to the estimated useful lives of its long-lived assets in the future. When Volta determines that stations or other equipment will be disposed of prior to the end of their initially estimated useful lives, it estimates the revised useful lives and depreciates the assets over the revised period.
Volta also reviews property and equipment for impairment when events and circumstances indicate that depreciable property and equipment might be impaired, and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amounts of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current fair market value.
Volta uses various assumptions in determining the remaining useful lives of assets to be disposed of prior to the end of their useful lives and in determining the current fair market value of long-lived assets that are determined to be unrecoverable. Estimated useful lives and fair values are sensitive to factors including contractual commitments, regulatory requirements and future expected cash flows. Volta’s impairment loss calculations require management to apply judgment in estimating future cash flows, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows.
Leases
Volta maintains multiple lease arrangements depending on negotiating contracts with customers relating to installed charging stations. The charging stations have two units of account: the charging station and digital media screen. Volta recognizes a financing transaction on the digital media screen, which remains on Volta’s condensed consolidated balance sheet based on the cost of the digital media screen and is depreciated over its useful life. Volta also leases the location of the charging stations and this is recognized as an operating lease arrangement, with a lease liability and ROU asset under ASC 842. Volta voluntarily early adopted accounting standards for the treatment of leases under ASC 842 prior to the required adoption after December 15, 2021 given its business and operations in relation to leased properties on a go-forward basis.
Volta uses significant estimates in accounting for lease liabilities and ROU assets, which are recognized at the lease commencement date based on the present value of the future minimum lease payments over the lease term. The lease interest rate used to determine the present value of future lease payments is based on Volta’s incremental borrowing rate. Volta’s leases are all long term, extending beyond a twelve-month period, and include periods under
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options to extend or terminate the lease when it is reasonably certain Volta will exercise such options. Volta identifies separate lease and non-lease components, and the non-lease components are typically composed of electricity reimbursements to the landlord.
Volta has elected the practical expedient to account for lease and non-lease components as a combined single lease component, increasing the amount of Volta’s lease liabilities and ROU assets.
Please refer to "Note 2 - Summary of Significant Accounting Policies", and "Note 13 - Leases", of the accompanying unaudited condensed consolidated financial statements for additional information about leases.
Income Taxes
Volta utilizes the liability method in accounting for income taxes. Deferred tax assets and liabilities reflect the estimated future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Deferred tax expense or benefit is the result of changes in the deferred tax asset and liability. Valuation allowances are established when necessary to reduce deferred tax assets where it is more likely than not that the deferred tax assets will not be realized. Volta makes estimates, assumptions and judgments to determine its provision for its income taxes, deferred tax assets and liabilities and any valuation allowance recorded against deferred tax assets. Volta assesses the likelihood that its deferred tax assets will be recovered from future taxable income, and to the extent it believes that recovery is not likely, it establishes a valuation allowance.
Volta recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized from such positions are then measured based on the largest benefit that has a greater than 50.0% likelihood of being realized upon settlement. Interest and penalties related to unrecognized tax benefits which, as of the date of this prospectus, have not been material, are recognized within provision for income taxes. As of March 31, 2022 and December 31, 2021, the Company recorded a $2.0 million uncertain tax position related to deferred revenue.
Off-Balance Sheet Arrangements
As of the condensed consolidated balance sheet dates of March 31, 2022 and 2021, Volta has not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.
Recent Accounting Pronouncements
Refer to "Note 2 - Summary of Significant Accounting Policies", of the accompanying unaudited condensed consolidated financial statements for a discussion of the impact of recent accounting pronouncements.
Related Party Transactions
Refer to "Note 16 - Related Party Transactions", of the accompanying unaudited condensed consolidated financial statements for additional information for related party transactions.
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BUSINESS
Overview
Volta’s mission is to build the fueling infrastructure of the future. Volta’s vision is to create an EV charging network that capitalizes on and catalyzes the shift from gas cars to electric cars. Volta places its charging stations in high traffic public locations that driver and consumer behavior data suggest are stopping points in EV drivers' daily routines. Located near the entrances of the retail and other commercial facilities at these locations, the digital display screens on Volta's media enabled stations offer its media partners the opportunity to advertise to potential consumers just before they enter that facility. By both attracting EV drivers to a particular location to run an errand that was on their to-do list and providing a high impact advertising opportunity just before a purchasing decision may be made, Volta's charging stations allow it to enhance its site and media partners' core commercial interests.
Founded in 2010, Volta primarily owns, operates and maintains EV charging stations and has expanded its network across the United States to include 2,472 chargers across 26 states and territories that generated over 275,000 estimated charging sessions per month on average for the three months ended March 31, 2022, forming one of the most utilized charging networks in the United States on a station-by-station basis. Additionally, in 2021, Volta expanded its international footprint, opening offices in Paris, France, Berlin, Germany, and Montreal, Canada and commenced installation of its first stations in Europe. In order to achieve its mission, Volta has invested and intends to continue investing in its workforce as it seeks to attract and retain top-level talent in a highly competitive hiring environment.
Volta’s business entails partnering with real estate and retail partners with national and regional multi-site portfolios of commercial and retail properties, as well as municipalities and local business owners, to locate and deploy its EV charging stations in premier locations. These site hosts span a wide array of industries and locations, including retail centers, grocery stores, pharmacies, movie theaters, parking lots, healthcare/medical facilities, municipalities, sport and entertainment venues, parks and recreation areas, restaurants, schools and universities, certain transit and fueling locations and office buildings and other locations. Volta generally signs long-term contracts to locate its charging stations at site host properties and grows its footprint over time as its station utilization justifies further capital investment in its EV charging infrastructure. Volta also sells charging stations to certain business partners, while continuing to perform related installation, operation and maintenance services. For both Volta-owned and partner-owned media-enabled charging stations, Volta sells media display time on the charging stations’ digital displays to its media and advertising partners. In addition, while Volta currently provides free charging services to drivers who use its charging stations (meaning that drivers can charge their EVs at no cost to them), Volta intends to introduce a business model that includes pay-for-use by the driver charging in the future, which it has begun testing in limited locations. Unlike some of its competitors in the EV charging industry, Volta’s network has the ability to draw on several sources of revenue to build earlier and stronger unit economics than other solutions currently available in the market, by tapping into multiple commercial opportunities, consisting of the sale of advertising content on its charging station digital displays to its commercial partners, installation, operation and maintenance services related to its charging stations, license or service fees from the licensing of Volta’s proprietary software tools, the sale of low-carbon fuel standard (“LCFS”) credits and, in the future, fees associated with pay-for-use by the driver charging services.
Volta focuses on optimizing its network deployment for capital and electrical grid efficiency using a data-driven approach powered by its PredictEVTM tool. Volta is building a network that has at its core the objective of delivering the most electric miles per dollar invested.
Market Opportunity
Volta believes the transition to electric mobility will be one of the largest macro-economic shifts in this century. Because electricity is pervasive and safely distributed, fueling can shift to a model where vehicles charge at locations where their drivers already engage in everyday activities. The stations at locations where the vehicle is parked will typically offer charging speeds matched to the expected parking duration of vehicles at the site. With the exception of occasional drives beyond a vehicle’s battery range, for many use cases, public EV charging is primarily a top-up model and the fueling experience is transitioning from being a common chore performed by having to make
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a dedicated and sometimes inconvenient stop, to being conveniently located within a driver’s typical daily routine. For example, EV drivers might top-up with lower speed charging while parked at a shopping center for a few hours, but choose a faster mid-speed option for visits to grocery stores, drug stores and coffee shops, as needed. Volta offers a differentiated platform that delivers the convenience of the “on your route” model of EV charging while providing additional value through its understanding of driver behavior and commerce opportunities to present a compelling marketing opportunity to its media and advertising partners. By providing an EV charging amenity that is centered on its strategic partners’ commercial goals, Volta believes its partners will be able to take better advantage of the shift to electric mobility and have a positive influence on site visitor engagement at their businesses.
The evolution of the EV market informs the evolution of the EV charging market. Volta’s success depends in large part on the ability to model demand for EV charging and deploy charging stations that meet market demand for charging speeds for a variety of EV charging capabilities. This further needs to be appropriately matched to dwell time at a particular location. As EV batteries increasingly become able to accept higher levels of charge, Volta is responding to a greater demand for DCFC chargers at certain locations, like pharmacies, that typically have shorter dwell times. Volta’s ability to keep pace with this demand and evolution in the EV marketplace in the future will be critical to its ability to generate revenue and compete successfully in a crowded competitive landscape for EV charging.
EV Charging
The EV charging market is heavily dependent on the general market for EVs, which has experienced significant recent growth in response to public demand for vehicles with greater fuel efficiency, greater performance and lower environmental emissions. Volta expects this market growth to accelerate in the future due to numerous factors, including lower upfront prices for EVs, increased EV model availability and performance, lower total cost of ownership (“TCO”) as compared to internal combustion engine (“ICE”) vehicles, increased EV battery charge capacity, increased range and availability of chargers and government incentives and regulations.
For example, automobile and battery manufacturers have substantially increased their efforts to offer EVs at a wider variety of price points and to develop batteries with higher efficiencies and lower costs. Volta expects the cost of EV batteries to continue to fall in the future, which would allow EVs to compete with and potentially outperform ICE vehicles on cost in the coming years. Efforts to date by original equipment manufacturer (“OEMs”) have already lowered the upfront costs of EVs, and Volta expects further price reductions over the next several years. As overall EV costs decline, Volta expects that more makes and models will reach TCO parity with their ICE equivalents and the TCO advantage for other types of EVs will expand.
In addition, according to Reuters, global automakers intend to expand and accelerate production of their EV offerings and associated technologies and to optimize the global EV supply chain. For example, Daimler AG has announced plans to electrify the entire Mercedes-Benz portfolio by 2030, Volkswagen expects to put 22 million EVs on the road in the next ten years and has announced over $100 billion in committed battery and EV spending. General Motors Company expects to have 30 EV models by 2025 with $30 billion in committed EV spending, Ford has announced $30 billion in committed EV spending by 2025 and BMW expects EVs to reach two million sales of purely electric vehicles by 2025. In response to the growing electrification trend, demand for public charging is also expected to increase, with Bloomberg New Energy Finance forecasting demand for EV charging connectors growing by 16x from 2020 – 2030 and by 44x from 2020 – 2040 in the U.S. and by 8x from 2020 - 2030 and by 18x from 2020 - 2040 in Europe.
These advances are further bolstered by incentives and rebates offered by governments, including regulated utilities, to encourage the use of EVs in the U.S. and globally. The U.S. federal government currently offers a tax credit for qualified plug-in EVs of up to $7,500, depending on vehicle weight and battery capacity, subject to certain limitations. In the U.S., the recently enacted Infrastructure Investment and Jobs Act includes $7.5 billion in funding aimed at accelerating EV adoption and building out charging infrastructure. States such as California, Colorado, Delaware, Louisiana, Massachusetts, New York and Rhode Island also offer various incentives — such as rebates, grants and tax credits — to promote EV and EV supply equipment purchases. Volta believes additional rebates and grants for purchasers of EVs are currently under consideration at the federal and state level. Further, regulated
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utilities such as the NY Public Service Commission, which approved $700 million to fund EV charging infrastructure for multiple utilities, and Southern California Edison, which adopted a $436 million charge-ready infrastructure program, are also supporting EV infrastructure development efforts. In Europe, Regulation (EU) 2019/631 sets European fleet-wide CO2 emission targets applying from 2020, 2025 and 2030 and includes a mechanism to incentivize adoption of zero- and low-emission vehicles. In 2021, the European Commission adopted a series of legislative proposals setting out how it intends to achieve climate neutrality in the EU by 2050, including the intermediate target of an at least 55% net reduction in greenhouse gas emissions by 2030. Both the French and German governments offer incentives available to purchasers of qualified hybrids or EVs. The French charging infrastructure program, Advenir, was renewed with a budget of €100 million to finance more than 45,000 new charging points in France by the end of 2023. In Germany, the 2030 Climate Action Program passed in October 2019 with the goal to reach up to 1 million charging stations on German roads by 2030.
Demand for EVs has also been encouraged by regulatory developments and changes in driver habits. Several states — including California, Oregon, New York, Maryland and Massachusetts — have adopted or proposed mandates for EVs with the goal of more than 6 million EVs on the road by 2030. It is also expected that by 2030 for Washington and by 2035 for California, Massachusetts, New York, New Jersey, Colorado, Connecticut, Delaware, Maine, Maryland, Oregon, Pennsylvania, Rhode Island, and Vermont, all new cars sold will be zero-emission vehicles based on current requirements or government recommendations in such states. Across Europe, a number of countries have announced goals to shift to sales of only zero-emission new vehicles between 2025 and 2040. Additionally, California has enacted its Clean Miles Standard and Incentive Program aiming to reduce greenhouse gas emissions from rideshare vehicles through electrification. Volta believes these regulations will rapidly accelerate EV adoption by drivers and fleets in the coming years.
Volta’s Solution and Go to Market Strategy
As discussed in more detail below, Volta’s solution is to provide a differentiated model that uses media and EV charging to draw drivers to Volta's site partners' locations and influence purchasing or other behavior. By choosing Volta charging stations, charging becomes more than just an amenity that a site host can offer its customers — it can serve as an independent driver of revenue, loyalty and driver engagement for site hosts. Volta’s content partners similarly benefit from access to unique locations served by Volta’s EV charging stations, reaching audiences when they are about to enter retail or commercial facilities. Finally, Volta believes its core focus on the use of sustainable technology and its EV charging stations' role in slowing climate change by reducing greenhouse gas emissions by enabling EV transportation closely aligns with the values of its site hosts, content partners and the drivers that use Volta chargers.
Volta’s principal products and services are its EV charging stations and related services, including its content delivery activities for its media and advertising partners. Volta’s EV charging equipment consists of a managed network of Alternate Current (“AC”) and DCFC chargers equipped with digital displays (which Volta refers to as its “content-driven” or “media enabled” charging stations) and chargers without digital displays. Volta’s EV charging network is facilitated by proprietary software that operates, maintains and monitors its EV charging stations and associated charging data. Volta remotely monitors and manages its EV charging stations to assist with driver engagement at host sites to provide EV drivers with vital station information, including charger location and availability. Volta’s content-driven charging stations also provide its commercial partners with an extensive network of digital displays in prime locations that drivers visit on a day-to-day basis.
The key elements of Volta’s business model include:
•Leasing premier space from real estate and retail partners and other site hosts to place its content-driven EV charging stations near site entrances, which are highly visible to passersby, creating a desirable platform for brands and Volta’s commercial partners to deliver their media content. Volta typically contracts with site partners to install its charging stations at host sites using either a master service agreement or a site-specific agreement. Master service agreements provide the framework for deploying Volta charging stations to national partners’ sites by establishing mutual agreements with such partners to work with Volta to agree upon such national partner’s sites for installation of Volta charging stations and provides Volta with a list of opportunities with that site partner. Master service agreements also provide a pre-negotiated template for
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signing individual lease or license agreement for specific site opportunities, facilitating more efficient contracting once an agreement is reached on specific additional sites. Volta also enters into site specific agreements with particular site partners, which define the terms under which Volta will place charging stations on the properties controlled by such site partner and can take longer to negotiate and execute, as compared to site agreements entered into under an agreed master service agreement. In both cases, Volta typically remains responsible for the installation, operation and maintenance of the charging stations.
•Volta also sells content-driven EV charging stations to certain business partners and continues to perform the related installation, operation and maintenance services, while retaining the exclusive right to sell media display time on the media-enabled charging stations for the duration of the contract term.
•For both Volta-owned and partner-owned media-enabled charging stations, Volta also derives revenue from the sale of media display time on its charging stations. The revenue generated from the sale of advertising may allow Volta to install stations in markets or at properties where EV penetration may not be initially sufficient to support charging stations that generate revenue solely from the sale of electricity. Volta is currently testing charging fees to drivers for charging at limited locations, and, in the future Volta expects to expand its current open-access model, which provides charging at no cost to shoppers and visitors that use Volta charging stations, to include a model where drivers will pay for charging and/or will check-in on the Volta app before beginning a charging session or to continue a charging session. Over time, Volta expects to grow this share of its revenues by charging drivers for use of its stations.
•Finally, Volta derives revenue from licensing its PredictEV™ tool, a machine-learning built software tool that Volta uses for network planning, to utility companies, channel partners and other third parties as a Software as a Service (“SaaS”) offering to help them assess the impact that EV adoption and the shift to electric mobility will have on electricity demand in their service areas. The Volta team also uses its proprietary network planning tool internally to leverage a data-driven approach to expansion of its EV charging network. Combined with the Volta team’s extensive expertise in developing and operating a comprehensive, highly reliable charging network and selecting and developing quality sites for chargers, Volta believes that the PredictEV™ tool enables it to take a holistic approach to EV charging focused on changes to commerce and behavior resulting from the shift to electric mobility.
The key elements of Volta’s go-to-market strategy include:
•Behavior and Commerce. EV drivers fuel differently than drivers of gas fueled cars. Rather than going to the equivalent of a gas station, EV drivers are increasingly accustomed to having fueling opportunities provided where they are already going. Volta recognizes this fundamental shift in fueling behavior and places its stations at the entrances of the locations where those drivers go in the normal course of their day in order to maximize its station utilization. Volta also views EV charging as more than just a fueling approach - Volta is focused on creating the opportunity to develop sustainable and climate friendly EV infrastructure that allows drivers to maximize their time spent doing the things that matter most to them, while enabling Volta’s site hosts and commercial partners to attract and reach like-minded shoppers through a charging ecosystem that fits their daily needs. Ultimately, Volta’s goal is to master the questions of where people go, what they do and how they choose to spend, and to strategically plan its approach to EV charging around the behavior of drivers in a way that delivers value for both the driving community and Volta’s strategic partners.
•Network Development. Volta provides installation, operating and maintenance services, alongside the sale of Volta’s charging products to select site hosts. Volta’s Network Development customers consist of select site hosts that purchase Volta charging stations and receive associated installation and maintenance services, utility companies with whom Volta contracts to perform electrical infrastructure development activities and select site hosts that contract with Volta for the work required to prepare a site for EV infrastructure.
•Charging Network Operations. Volta’s “Charging Network Operations” are tied to the monetization of the electricity delivered to drivers through Volta’s network of charging stations by the sale of regulatory
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credits to third parties. Based on the current regulatory framework, by tracking the delivery of electricity through the use of its charging stations, Volta is able to generate carbon credits that it sells to third parties (see also, “- Government Regulation and Incentives - LCFS Credits” below). In addition, while this revenue stream earned only de minimis revenue in the reporting periods presented, Volta intends to implement pay-for-use charging features in the future and anticipates that Charging Network Operations revenue will include charging fees paid by drivers to purchase electricity through Volta’s charging stations. Currently, other than at a limited number of test locations, drivers do not pay for electricity delivered by Volta’s charging stations, which is provided to drivers on a basis as described above. When Volta begins to charge drivers for use more broadly, Volta intends to determine the price to be paid for electricity by drivers, in its discretion, consistent with applicable law, taking into account, among other things, the market prices of electricity, any applicable regulatory constraints and competitive market rates for EV charging services in the industry.
•Network Intelligence. Volta utilizes its proprietary network planning tool, PredictEV™ to predict charging demand and economic, social and grid impact across its target markets, which it believes enables it to maximize the efficiency and impact of its network and to drive revenue from network partners. This machine learning-driven approach to demand forecasting allows Volta to predict the current and future need for charging services in a given market, facilitating planning of future expansion efforts and sites, strategic partner and driver targeting with the goal of delivering the most electric miles per dollar invested. Volta leverages this data to manage relationships with national and local site hosts and content partners and provide them with additional opportunities to monitor and maximize the value provided by its charging stations and to help support initiatives that respond to network usage, performance and other optimization efforts. Volta believes this tool allows it to effectively and efficiently allocate its capital and strategic partner outreach efforts and to guide the ongoing management of its charging network.
Volta is committed to sustainability, and believes this commitment is aligned with the goals of its business partners and the larger community. For example, it is estimated that drivers using Volta’s charging stations have offset more than 54.3 million pounds of CO2 emissions from July 2014 through December 2021. Volta will continue to evaluate means by which to assess and improve its sustainability profile, though it cannot predict which, if any, such programs it may adopt in the future or at all.
Volta’s Driver Experience
Volta’s aim is to accelerate the EV movement by providing a seamless charging experience, thoughtfully located along the paths of EV drivers’ lives. The user experience is an important focus of Volta’s efforts, and it combines its station lighting, driver interfaces, charge speed, mobile application and driver communications to enhance the charging experience for drivers that use its stations. A key part of this approach is Volta’s development of its stylish, well-located and easy-to-use charging stations, which aim to make the charging process uncomplicated and enjoyable. Volta also facilitates the driver experience through its proprietary mobile application, available for iOS and Android, which provides EV drivers with vital station information, including the ability to locate EV charging stations on the Volta network, view real-time station status information, initiate EV charging sessions, report and troubleshoot any issues and view their charging history. Volta seeks to continuously innovate and expand the functionality of its mobile application and has released new features, such as station check-in and payment processing capabilities, both of which it intends to deploy more broadly across its network and user base in the near future. In addition, in order to make EV charging as seamless as possible, Volta has integrated all Volta branded and site partner owned charging stations into one network that is available to drivers who use the Volta mobile application. Volta is also expanding its product offerings to respond to market demand for DCFC chargers. Volta also intends to partner with OEMs and other mobile application providers to make the Volta mobile application available through EVs, in-dash navigation or other user interface systems, as well as through other mobile charging and map applications, to further simplify the user experience for drivers. Finally, Volta seeks to provide rapid and high-quality driver and equipment support to ensure that host sites can provide uninterrupted charging services and drivers can receive reliable charging for their EVs. Volta’s goal is to make it simple for drivers to find and use Volta’s charging stations, with minimal disruption to their daily routine.
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Note: Illustrative example of features currently under development.
Volta’s Products and Services
Volta provides a broad range of EV-charging-related products and services and content display offerings to its site hosts and strategic business partners. Volta’s business model aims to maximize deployment of capital to deliver compelling value per unit and dollars per mile of capital invested. Volta’s current business model is capable of generating revenue from multiple sources, including Behavior and Commerce, Network Development, Charging Network Operations and Network Intelligence.
•Behavior and Commerce revenue is derived from the sale of advertising to Volta partners that purchase media display time on its content-driven charging stations to conduct their media and advertising campaigns to generate commerce or influence targeted driver behavior. In 2020, Behavior and Commerce represented 41% of Volta’s total revenues and in 2021, it represented 80% of Volta’s total revenues.
•Network Development revenue is generated by providing site development installation, operating and maintenance services, and the sale of Volta’s charging products to select site hosts. Network Development revenue is also generated from contracts with utility companies for the sale of installed electrical infrastructure, which accounted for 7.5% of revenue in 2020 and 0% in 2021, respectively, with the balance of Network Development revenue attributable to Volta’s site partners. Overall, Network Development revenue accounted for 54% in 2020 and 16% of Volta’s total revenues in 2021. Volta’s Network Development customers consist of select site hosts that purchase Volta charging stations and receive associated installation and maintenance services, utility companies with whom Volta contracts to perform electrical infrastructure development activities and select site partners for whom Volta performs the development work required to prepare a site for EV charging infrastructure. Currently, there is immaterial overlap between Volta’s Behavior and Commerce and Network Development customers.
•Charging Network Operations revenue is generated by tracking the delivery of electricity through the use of Volta’s charging stations, which generates LCFS credits that Volta sells to third parties under the regulatory framework currently in effect. In 2020, Charging Network Operations revenue represented 4% of Volta’s total revenues and for 2021, it represented 2% of Volta’s total revenues. Volta intends to implement pay-for-use charging features in the future and anticipates that its “Charging Network Operations” revenue will also include fees received from drivers for its paid charging services and that its Charging Network Operations customers will include drivers that utilize Volta’s paid charging services.
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•Network Intelligence revenue consists of license or service fees from the sale of Volta’s proprietary software tools related to its EV charging network analysis. Volta offers access to the Predict EVTM tool to utility companies, channel partners and other third parties through a SaaS offering. Volta’s Network Intelligence customers consist of its SaaS licensees. In 2020 and 2021, Network Intelligence revenue represented 1% and 2% of Volta’s total revenues, respectively.
The table below sets forth the amount of revenue from Behavior and Commerce, Network Development, Charging Network Operations and Network Intelligence in relation to Volta’s total revenue for the years ended December 31, 2020 and 2021.
| Percentage of Revenue | ||||||||||||||
| Volta’s Products and Services | FY20 | FY21 | ||||||||||||
| Behavior and Commerce | 41 | % | 81 | % | ||||||||||
| Network Development | 54 | % | 16 | % | ||||||||||
| Charging Network Operations | 4 | % | 2 | % | ||||||||||
| Network Intelligence | 1 | % | 2 | % | ||||||||||
| Total | 100 | % | 100 | % | ||||||||||
EV Charging Products
Volta has designed and deployed a managed network of EV charging stations that function as an integrated content network. Available in differentiated models for varying charging speeds, Volta’s content-driven EV charging stations feature high-resolution 55-inch digital displays. Volta also provides screenless stations to supplement its digital display-equipped EV charging stations and to allow site hosts to scale their EV charging offerings in a manner appropriate to their site. Volta plans to continue to innovate and expand the product and service offerings available with its EV charging stations.
Volta works with a number of different suppliers and vendors with respect to its product offerings and has a suite of products that are capable of matching desired dwell time to charging speed, including both media and non-media enabled DCFC stations and AC stations. DCFC, such as Volta provides or modified versions which Volta may provide in the future, are capable of adding a substantial driving range in as little as 15 minutes, depending on the charging capabilities of the particular EV’s battery and the charging rate of the DCFC station which can be configured to complement the preferred dwell-time at a particular site. Volta’s AC chargers are ideally suited for enabling “top-up” charging along a driver’s daily route or charging at a location where longer dwell time characteristics are desired, allowing a driver to plug in and charge while shopping, working or attending entertainment venues or otherwise going about their lives. Volta’s product offerings will need to stay current with the charging capabilities of the EVs on the road, which over the course of Volta’s operations, have had battery sizes which continue to increase, resulting in longer ranges, and the ability to accept higher rates of charging. This has, in certain locations, increased market demand for DCFC chargers – a trend Volta expects to continue and accelerate in the near future. Volta is responding to these market forces by increasing its DCFC installations at locations with comparatively shorter dwell times. This increased rate of DCFC installations requires additional resources to be dedicated keeping up with expected demand (including potential demand to replace existing AC charging stations with DCFC stations), which will increase cost and expense, in some cases earlier than previously anticipated due to the rapid increase in EV battery range and charging capability.
Volta deploys its EV charging platform network by either leasing or licensing space at host site locations for the installation of Volta-owned charging stations or by selling charging stations to select site hosts and performing related maintenance services. Volta also generates Behavior and Commerce revenue through the delivery of media partner content across both Volta-owned and site partner-owned charging stations equipped with digital displays.
EV Charging-Related Services
Volta installs its chargers in premium parking spaces owned or leased by commercial or public-entity site hosts that desire to provide EV charging services at their respective locations. Volta’s site hosts include retail centers,
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grocery stores, pharmacies, movie theaters, parking lots, healthcare/medical facilities, municipalities, sport and entertainment venues, parks and recreation areas, restaurants, schools and universities, certain transit and fueling locations and office buildings and other locations. Under both its master service agreements and negotiated agreements for specific sites, Volta typically targets agreements for the installation of its charging stations at host sites with an initial term of ten years, with the option to extend the lease for up to two five-year terms. Such agreements address both Volta rental payments and access to and payment for electricity at host sites. In addition, Volta has sold EV charging stations to select business partners and site hosts under contractual arrangements pursuant to which Volta performs related installation, operation and maintenance services, while retaining the exclusive right to sell media display time on the media-enabled charging stations for the duration of the contract term, commonly ten years and has contracted with select site partners to perform the development work required to prepare sites for the installation of EV charging infrastructure.
In connection with locating its EV charging stations at its host sites, Volta is responsible for installation, operation and maintenance of the EV charging stations, including delivering electricity to drivers who access its publicly available charging network. Volta obtains electricity from site host locations where its stations are installed and either pays electricity costs to its site hosts based on negotiated rates in its agreements or makes electricity payments directly to the relevant utility company.
Volta currently employs an open-access model which leverages Volta’s Behavior and Commerce (advertising) revenue to provide charging at no cost to shoppers and visitors that use Volta charging stations. Volta is developing a pay-for-use by the driver charging model, where drivers will pay for the electricity they receive at rates to be determined by Volta in the future, in accordance with applicable law, taking into account, among other things, the then-prevailing cost of electricity, any applicable regulatory constraints and competitive market rates in the industry. Volta has begun limited testing for the implementation of pay-for-use by the driver charging features, and anticipates implementing idle fees for remaining connected to a station for more than a certain amount of time after charging is complete. Volta also makes its mobile application available to drivers free of charge, which drivers can use to locate available chargers and initiate EV charging sessions, among other features.
Volta also provides certain site hosts with data to help them better understand charger utilization and driver engagement at their sites, as well as positive environmental impact from the charging services they are facilitating, based on the methodologies discussed above under “Volta’s Solution and Go to Market Strategy.”
Content Services
Volta sells media display time on its media-enabled charging station digital displays to various national and regional businesses and content channel partners who deliver media content on Volta’s charging network to market their products and services, as well as to site hosts who wish to display promotional content on the charging stations located at their sites. Volta charges fees for these services based on the number of impressions delivered in respect of each content and media campaign. Volta believes its EV charging stations provide a new investment thesis for marketers, helping them find real-world growth by leveraging the growing EV market opportunity, while solving for sustainability concerns of regulators and stakeholders, and making it easier to target their customer demographic on their daily routes. Volta can also use its proprietary network planning tool and data collection efforts to demonstrate the value proposition of its charging stations to content partners, using metrics showing superior station utilization and increased retail engagement at its host sites. Volta’s advanced content systems also offer varying types of marketing opportunities and approaches to its content partners, including ad serving, programmatic buying, dynamic media and other ad tech innovations. Volta’s content customers include automotive OEMs, national and regional retail, consumer packaged goods and professional services companies and various channel partners.
Additional Service Offerings
Volta uses its proprietary PredictEV™ planning software tool internally to predict and forecast expected grid capacity, EV charging penetration and expected charger utilization. In addition to using the PredictEV™ tool to provide information inputs for its network planning and to develop data-driven site and station recommendations, Volta also licenses the PredictEV™ tool to utility companies, channel partners and other third parties through a SaaS model. Volta’s licensing partners use its PredictEV™ tool to help them predict electricity demand in their service
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areas as driver demand for electricity, including EV charging, continues to expand, and to help manage grid capacity constraints and concerns as well as identify prospective EV charging penetration over time. Volta believes its PredictEV™ tool enables its licensing partners to be better prepared to react to and participate in the continuing build-out of EV infrastructure.
Competitive Strengths
Volta’s competitive strengths include the following:
•Market opportunity that capitalizes on the burgeoning EV charging station market. The macroeconomic shift to electric mobility provides a significant opportunity to redefine how drivers and businesses view EV charging infrastructure, positioning Volta to take advantage of a compelling disruption story in a new addressable market in the United States and internationally that is not yet fully saturated.
•Top charging utilization among competitors. Driven by its differentiated business model, Volta’s well-located charging stations are among the most utilized in the EV charging industry on a station basis, providing Volta with a competitive advantage in further expanding its footprint with site hosts and securing additional commercial partners, enabling further expansion and growth as Volta’s network scales.
•Revenue diversity and unit economics. Volta’s charging stations can deliver multiple revenue streams, currently consisting of the sale of advertising content on its charging station digital displays to its commercial partners, installation, operation and maintenance services related to its charging stations, license or service fees from the licensing of Volta’s proprietary software tools, the sale of LCFS credits and, as Volta continues to develop its business model, through fees associated with pay-for-use charging services that Volta intends to implement and capitalize on in the future, enabling Volta to maximize its deployment of capital to achieve compelling value per unit and dollars per electric mile delivered. In addition, Volta also sells content-driven EV charging stations to select business partners and continues to perform the related installation, operation and maintenance services, generating recurring revenue while retaining the exclusive right to sell media display time on the media-enabled charging stations for the duration of the contract term.
•Robust partnerships create ample opportunity for growth. Volta has robust relationships with numerous site partners with national and international real estate portfolios. Volta has master service agreements with a number of such partners, which provide the framework for deploying Volta charging stations to such national and international partners’ sites by establishing a mutual agreement with such partners to work with Volta to agree upon such partner’s sites for installation of Volta charging stations with the execution of a specific further agreement governed by the terms of the master service agreement (see also “Partnerships and Strategic Relationships” in the table below for a representative sample of partners with which Volta has master service agreements). Volta continues to pursue commercial relationships under both master service agreements and site-specific agreements as part of its ordinary course of business and believes these opportunities will lead to growth as Volta deploys additional capital to scale its network.
•Differentiated EV charging business model. Volta believes its differentiated business model will allow it to leverage the benefits delivered to its site hosts and commercial partners to continue to grow its business at even greater rates as the Volta network scales. More site hosts would lead to more chargers, more screens and a continuously expanding network opportunity for Volta’s content partners.
•International presence. In 2021, Volta opened offices in France, Germany and Canada and intends to deploy chargers to meet the needs of the increasing EV driver population in Europe and introduce its differentiated business model.
•Experienced management team. As Volta has grown, it has assembled a talented leadership team with extensive industry experience who are dedicated to continuing to innovate and shape how drivers view and experience EV charging and to leverage the shift to electric mobility for the benefit of Volta’s commercial partners.
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Growth Strategies
Volta intends to leverage its competitive strengths and the following growth strategies to continue to scale its network of EV charging offerings and drive stakeholder value.
•Accelerate new and enhanced product offerings. Volta intends to continue to further develop and expand the product offerings it makes available to its commercial partners, including its EV charging, network tool, digital display and content display offerings.
•Expanding sales and marketing. Volta intends to continue to invest in its sales and marketing efforts to capitalize on the continued growth opportunity in the EV market and enable appropriate and effective engagement with site hosts and content partners across verticals and channels. Volta also intends to develop loyalty programs that can be used to enhance the driver experience. While Volta views this is an important long-term initiative, loyalty programs do not currently contribute to its Behavior and Commerce or other revenues.
•Targeted expansion in existing and new markets. Volta will continue to use its proprietary network planning tools to expand its footprint in existing markets and assess and consider expansion into new markets, both in North America and Europe, in order to continue to attract new site hosts and content partners. Volta also intends to pursue a “land-and-expand” model which encourages existing site hosts to increase their Volta charging station footprint over time as EV penetration increases.
•Research and development. Volta intends to invest considerable time and expense into enhancing its products and services and to continue to provide differentiated EV charging offerings to the market. Volta intends to continue to develop its proprietary network planning tool, PredictEV™, to assist in the evaluation of additional North American and international markets. Volta also plans to continue to develop its mobile application and its interoperability features to allow Volta to partner with additional OEMs and commercial partners.
Volta’s Partnerships and Strategic Relationships
Volta is focused on establishing and maintaining strong long-term relationships with real estate and retail partners and site hosts with national and regional multi-site portfolios of commercial properties to build out its charging network, both in the U.S. and Europe. Such site hosts can span a wide array of industries and locations and currently include retail centers, grocery stores, pharmacies, movie theaters, parking lots, healthcare/medical facilities, municipalities, sport and entertainment venues, parks and recreation areas, restaurants, schools and universities, certain transit and fueling locations and office buildings and other locations. For Volta’s partners with multi-site portfolios, Volta executes master service agreements with site hosts which help facilitate conversion of prospect sites into developable locations by standardizing terms and conditions for site leasing and access. Volta’s management believes the benefits offered to site hosts by its business model will continue to provide Volta with access to the highest quality property owners and site hosts. Such access and continued premier placement of Volta’s stations will in turn allow it to continue demonstrating the benefits of its content display offerings to its partners, leveraging the expansion of its EV charging network to grow its relationships with key national and regional content partners as the Volta network scales.
The table below is representative of a portion of Volta’s commercial partners since December 31, 2021. The representative commercial partners shown below are not indicative of any particular level of revenue generation and are intended to demonstrate the breadth of potential commercial partners with which Volta has engaged since December 31, 2021. These prominent Volta partners offer brand recognition, industry and national and regional multi-site portfolios that may be available for future deployment of Volta charging stations and demonstrate the breadth of the partners that Volta works with and are examples of partners with whom Volta has engaged for a variety of commercial reasons and not simply revenue generation. Commercial partners who buy media and advertising space do so from time-to-time and not under the terms of a long-term agreement, so differentiating between current and past partners may not be indicative of potential revenue streams, but is indicative of the types of commercial partners who are engaging with Volta in the Behavior & Commerce space. For instance, the site partners listed under “Stores” below are representative of the types of top national brands with which Volta has a
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master service agreement or specific marquee site agreements. The site partners listed under “REITS” below are representative of additional site partners with whom Volta has contractual relationships with and who control important national or regional portfolios of properties that Volta believes would add value to its network. The properties listed under “Community” below represent marquee locations in high value markets. In the “Behavior & Commerce” category below, each of the “OEMs” and “National Brands” listed paid for advertising content on Volta’s media-enabled charging stations and are representative of the type of household names that we believe perceive value in Volta’s advertising network. “Channel Partnerships” are negotiated to extend the reach of Volta’s direct sales efforts for its advertising services. The companies listed under “Utilities and Government” have signed subscriptions for Volta’s PredictEV™ product or are companies with whom Volta has existing relationships and who we believe are potential future subscribers.
Suppliers and Service Providers
Volta has invested in and maintains long-term relationships with suppliers and service providers. Volta designs its EV charging stations in-house with the assistance of professional design consultants and outsources production to contract manufacturers. At this stage of the industry, equipment can be unique to each supplier with respect to components and aftermarket maintenance and warranty services. Volta relies on a limited number of suppliers and manufacturers, and in some cases only a single supplier for some components, for the manufacture and supply of its charging stations. Peerless-AV, which assembles Volta’s charging stations, was Volta’s principal supplier for the years ended December 31, 2020 and 2021, accounting for 80% and 53% of Volta’s supply-related expenditures for such periods, respectively. Furthermore, for the year ended December 31, 2021, Tianjin BYD Auto Co., LTD, a tooling manufacturer, accounted for 10% of Volta's supply-related expenditures. For the years ended December 31, 2020 and 2021, no other supplier or manufacturer for the supply or manufacture of Volta’s charging stations accounted for greater than approximately 10% of Volta’s supply-related expenditures for the applicable period. See also “Information About Volta — COVID-19 Impact.”
Volta’s and Peerless-AV’s supply relationship is governed by a Supply Agreement under which Volta has the right to place orders for the purchase of charging stations and related equipment (the “Peerless Supply Agreement”). The materials purchased from Peerless pursuant to any purchase order are covered by terms within the Peerless Supply Agreement customary for these types of arrangements, including customary warranty, delivery, payment and liability provisions. The Peerless Supply Agreement requires Volta to purchase at least 60 and no more than 200 charging stations a quarter unless otherwise agreed by Volta and Peerless. The Peerless Supply Agreement may be terminated by either party by notice given at least thirty days before its annual renewal date, by Peerless on six months’ notice, and at any time by the giving of not less than 30-days’ notice upon breach by a party (subject to
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customary cure rights), except that termination of the Peerless Supply Agreement will not terminate any then-existing purchase order (other than due to breach by the applicable party, subject to customary cure rights). The Peerless Supply Agreement does not require Volta to deal exclusively with Peerless.
In addition, Volta is typically responsible for the installation of its charging stations at its partners’ sites. These installations are generally performed by electrical and civil contractors, consistent and in accordance with accepted industry practices. Those electrical and civil contractors are engaged and managed by Volta under the oversight of Volta’s construction project managers. To facilitate its installation and maintenance activities, Volta has formed relationships with construction and maintenance companies that have significant experience building and maintaining EV charging sites.
Competition
EV Charging
The EV charging market is relatively new and is increasingly competitive with many newcomers. Volta currently faces competition from a number of companies. Volta believes its current competitors to its EV charging owner-operator business activities include EVgo Services LLC (“EVgo”), Electrify America LLC (“Electrify America”), Allego N.V. (“Allego”), Tesla Inc. (“Tesla”), and Rivian Automotive Inc. (“Rivian”). There are also many other large and small EV charging companies that offer non-networked or “basic” chargers that have limited customer leverage but could provide a low-cost solution for basic charger needs in commercial and retail locations, such as Pod Point Limited (“Pod Point”), EVConnect, Inc. (“EVConnect”), Power Dot SA (“Powerdot”), SemaConnect, Inc. (“Semacharge”), and Engie SA (“Engie”), as well EV charging equipment manufacturers that also compete with Volta, like ChargePoint, Inc. (“Chargepoint”), EVBox Group (“EVBox”), FLO Services USA Inc. ("Flo"), Revel Transit Inc. ("Revel"), and Blink Charging Co. (“Blink”), in addition to charging networks being developed by OEMs, such as IONITY GmbH (“Ionity”), and utilities, such as EDF Group (“EDF”), or in partnership with any of the aforementioned competitors.
The principal competitive factors in the EV charging industry include the number of stations in a network; capital deployment efficacy; number of revenue lines and diversity of revenue opportunities, charger utilization and pricing to drivers; charger connectivity to EVs and ability to charge all models and standards; charger network reliability, scale and local density; charger locations and accessibility; speed of charging relative to expected vehicle dwell times at the location; software-enabled service offerings and overall business partner and driver user experience; operator brand, track record and reputation; access to equipment vendors and service providers; installation expertise and costs; brand recognition and reputation; mobile application interface and ease of use; partnerships with OEMs; and policy incentives. Large initial stage markets require significant early capital expenditures, engagement across verticals and driver engagement to gain market share and a continued effort to scale product and service offerings, channels, installers, teams and processes. There are also competitors who may have limited funding, experience or commitment to quality assurance, which could cause poor experiences, hampering overall EV adoption or trust in any particular provider of charging services. Volta believes these additional competitors may struggle with gaining the necessary network traction but could gain momentum in the future. Further, Volta’s current or potential competitors may be acquired by third parties with different commercial objectives and imperatives and greater available resources.
Volta believes it has a competitive advantage in delivering charging services driven by its differentiated business model, EV charging station design, charging station placement, network tools and the additional value Volta’s charging stations can deliver to its site hosts and business partners by combining content display offerings with charging services to drive higher utilization as compared to Volta’s competitors.
Content
The place-based digital media industry is fragmented, consisting of a few traditional companies operating on a national and international basis, such as Outfront Media, Inc., Amscreen, Clear Channel Outdoor, Lamar, JCDecaux, Intersection and GSTV, as well as newer, digitally-forward, omni-channel platforms like Google, Facebook and Twitter, and hundreds of smaller regional and local companies operating a limited number of displays in a single or a few local geographic markets. Volta competes with all of these companies for its content customers. Volta also
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competes with other content, including broadcast and cable television, radio, print media, internet and mobile and direct mail marketers, within their respective markets. In addition, Volta competes with a wide variety of out-of-home media, including media in shopping centers, grocery stores, movie theaters, transit locations and sports and entertainment venues. Advertisers compare relative costs of available media, cost per thousand impressions (“CPMs”) of a piece of content, as well as markets, locations and audiences, particularly when delivering a message to customers with distinct demographic characteristics. In competing with other content, Volta intends to rely on its differentiated product and its content-driven charging station placement which can provide access to a high-value audience, historically unavailable locations, an uncluttered media experience, the opportunity to influence purchase and brand decisions immediately prior to site visitors entering a retail environment, a compelling halo effect for brands desiring alignment with sustainability and the growing ability to prove efficacy of digital content in the real world.
Governmental Regulation and Incentives
Government regulations for installation and operation of EV charging stations and place-based media content vary from jurisdiction to jurisdiction and may include, but are not limited to, permitting and sign code requirements, inspection requirements, licensing of contractors, certifications, environmental requirements, health and safety requirements and restrictions around digital display placement and content.
Compliance with such regulations is an important aspect of Volta’s ability to continue its operations and avoid additional costs and installation delays for its EV charging stations. The descriptions that follow are summaries and should be read in conjunction with the texts of the regulations described herein, which are subject to change. The descriptions do not purport to describe all present and proposed regulations affecting Volta’s business. Volta is not currently materially dependent on any government programs supporting EV technology.
Grants and Incentives
Volta continuously pursues public grants, subsidies and incentives to reduce its capital expenditures. Volta has dedicated, and plans to further dedicate, a variety of internal and external resources to monitor, apply for and utilize available grant, subsidy and incentive funding for the development of charging infrastructure on a state, local, national and international level. Volta may inform its network expansion and local build plans based on expected timing for and availability of funding of this type. Volta has received grants from a number of third parties.
Volta intends to continue to seek additional grants, rebates, subsidies and incentives as an effective avenue to reduce its capital investment in the promotion, purchase and installation of charging stations where applicable.
Government Regulations to Enhance EV Adoption
Some governments provide incentives to end users and purchasers of EVs and EV charging stations in the form of rebates, tax credits and other financial incentives, such as payments for regulatory credits, as discussed in more detail below. The EV market relies on these governmental rebates, tax credits and other financial incentives to significantly lower the effective costs associated with EVs and EV charging stations.
For example, in the U.S., the regulations mandated by the Corporate Average Fuel Economy (“CAFE”) standards set the average new vehicle fuel economy, as weighted by sales, that a manufacturer’s fleet must achieve. The United States Environmental Protection Agency (“EPA”) has established vehicle carbon dioxide emissions standards through model year 2026 for light-duty vehicles; however, the Biden Administration has announced plans to reconsider these standards and the EPA has restored California’s authority to establish its own more stringent standards, which several other states have elected to follow. Although Volta is not a car manufacturer, and thus not directly subject to the CAFE standards, such standards may still indirectly affect Volta’s business. The adoption of more stringent standards may create further incentives for vehicle manufacturers to increase their EV offerings, which would likely result in increased demand for charging services. Additionally, several states, such as California, Massachusetts and New York, have adopted or are considering adopting bans on the sale of internal combustion engine vehicles by 2035 and a number of European countries, including France, Norway and the United Kingdom, have adopted or are considering adopting bans on the sale of new internal combustion engine vehicles between 2025 and 2040.
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Regulatory Credits
Volta earns various tradable regulatory credits, in particular California’s LCFS credits, as well as carbon credits under comparable LCFS programs in other states. Volta earns credits for the kilowatt-hours distributed by its stations and, in certain cases, the installation of DCFC infrastructure under California’s Fast Charging Infrastructure program. Volta earns revenue from the sale of these credits, and expects to continue to sell future credits, to entities that generate deficits under the LCFS programs and are obligated to purchase the credits and use them to offset their deficits or emissions, primarily petroleum refiners and marketers, and other entities that can use the credits to comply with the program requirements, or through exchanges. Volta actively seeks to maximize the number of regulatory credits generated per kWh of energy dispensed. Volta’s management is actively monitoring proposed and newly enacted LCFS programs in other jurisdictions (including, for example, states, such as Massachusetts, New York, Colorado and Washington) as potential future revenue streams. The availability of such credits depends on continued governmental support for these programs and regulatory frameworks that make it possible for Volta to participate in these credit markets. There is no guarantee that such credits will continue to be available for sale or that regulatory restrictions would not be imposed on the proceeds from the sale of such credits in the future. Additionally, to the extent government incentives result in increased build-out of electric or other low-carbon fuel dispensing infrastructure that also produce LCFS or similar regulatory credits, the revenue received from the sale of such credits may diminish.
Other EV Charging Regulations
On December 16, 2019, California adopted amendments to the state’s electric vehicle supply equipment specifications that prohibit, or will prohibit, public-charging operators from billing customers by the minute within the state. The prohibition on per-minute billing currently applies to all new AC chargers installed or replaced on or after January 1, 2021 and will apply to new DCFCs installed or replaced on or after January 1, 2023. Chargers installed before 2021 can continue time-based billing until 2031 for AC chargers and 2033 for DCFCs.
California, Colorado, Florida, Hawaii, Illinois, Maryland, Massachusetts, Minnesota, New York, Oregon, Pennsylvania, Utah, Virginia, Washington and the District of Columbia have determined that companies that sell EV charging services to the public will not be regulated as utilities. While these individual state determinations are not binding on any other regulator or jurisdiction, they demonstrate a trend in the way states view the nascent EV charging industry. Other jurisdictions are in the process of adopting such reforms.
Manufacturing and Safety Regulations
Volta does not directly manufacture or assemble its charging stations; however, Volta may still be subject to the Occupational Safety and Health Act of 1970, as amended (“OSHA”) in the United States and occupational health and safety regulations in Europe. OSHA establishes certain employer responsibilities, including maintenance of a workplace free of recognized hazards likely to cause death or serious injury, compliance with standards promulgated by the Occupational Safety and Health Administration and various record keeping, disclosure and procedural requirements. Various standards, including standards for notices of hazards, safety in excavation and demolition work and the handling of asbestos, may apply to Volta’s operations.
In addition, in the U.S., the National Electrical Manufacturers Association (“NEMA”) is the association of electrical equipment and medical imaging manufacturers. NEMA provides a forum for the development of technical standards that are in the best interests of the industry and users, advocacy of industry policies on legislative and regulatory matters, and collection, analysis, and dissemination of industry data.
Several states, including California, have adopted variations of the national guidelines governing electric vehicle fueling systems set forth in the National Institute of Standards and Technology Handbook 44, which provide safety, pricing, labeling, testing, certification, and other requirements for electric vehicle charging stations that charge fees to users for the delivery of electricity. As Volta introduces charging fees for the receipt of electricity from its stations, the regulatory burden will likely increase and Volta will likely need to expend additional resources to meet such increased regulatory burden. A failure of Volta to timely meet regulatory requirements in its design or implementation of stations or in implementing updates to its stations that are already installed in order to meet these
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regulatory requirements could delay Volta’s ability to implement fees for users and have a material impact on its business.
Waste Handling and Disposal
Volta is subject to environmental laws and regulations regarding the handling and disposal of hazardous substances and solid wastes, including electronic wastes and batteries. These laws regulate the generation, storage, treatment, transportation and disposal of solid and hazardous waste and may impose strict, joint and several liability for the investigation and remediation of areas where hazardous substances may have been released or disposed. For instance, the U.S.’s Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and comparable state laws impose liability, without regard to fault or the legality of the original conduct, on certain classes of persons that contributed to the release of a hazardous substance into the environment. These persons include current and prior owners or operators of the site where the release of the hazardous substance occurred as well as companies that disposed or arranged for the disposal of hazardous substances found at the site. Under CERCLA, these persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and the costs of certain health studies. CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and seek to recover costs incurred from the responsible classes of persons. In the course of ordinary operations, Volta, through third parties and contractors, may handle hazardous substances within the meaning of CERCLA and similar state statutes and, as a result, may be jointly and severally liable for all or part of the costs required to clean up sites as which these hazardous substances have been released into the environment.
Volta may also be subject to the Resource Conservation and Recovery Act (“RCRA”) in the U.S. and comparable state statutes for the generation or disposal of solid wastes, which may include hazardous wastes. RCRA regulates both solid and hazardous wastes, but in particular, imposes strict requirements on the generation, storage, treatment, transportation and disposal of hazardous wastes. Provided that certain requirements are met, certain components of our charging stations may be excluded from RCRA’s hazardous waste regulations; however, if these components do not meet all established requirements for the exclusion to apply, or if the requirements for the exclusion change, Volta may be required to treat such products as hazardous waste which are subject to more rigorous and costly disposal requirements. Any changes in the laws or regulations, or any changes in Volta’s ability to qualify the materials used for exclusions under such laws and regulations, could adversely affect Volta’s operating expenses.
In Europe, Volta may be subject to additional environmental regulations.
Place-Based Media Industry Regulations
The place-based media and outdoor media industry is subject to governmental regulation and enforcement at all levels of government in the United States and Europe. These regulations have a significant impact on the outdoor media industry and may have an impact on Volta’s content sales activities.
In particular, construction, repair, maintenance, lighting, upgrading, height, size, spacing, the location and permitting of outdoor digital displays and the use of new technologies for changeable displays, such as digital displays, are regulated by governments, and, from time to time, governments have prohibited or significantly limited the construction of new outdoor media displays or structures. Since digital displays have been developed and introduced relatively recently into the market on a large scale, existing regulations that currently do not apply to them by their terms could be revised or new regulations could be enacted to impose greater restrictions on digital displays due to alleged concerns over aesthetics or driver safety.
In recent years, outdoor media also has become the subject of other targeted taxes and fees and, from time to time, legislation has been introduced attempting to impose taxes on revenue from outdoor media or for the right to use outdoor media assets. In particular, a number of U.S. governments have implemented or initiated taxes, fees and registration requirements in an effort to decrease or restrict the number of outdoor signs and/or to raise revenue. Several U.S. jurisdictions have imposed such taxes as a percentage of outdoor media revenue generated in that jurisdiction or based on the size and type of display technology. These laws may affect prevailing competitive
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conditions in specified markets in a variety of ways. Such laws may reduce Volta’s expansion opportunities or may increase or reduce competitive pressure from other members of the outdoor media industry.
In addition, restrictions on the use of outdoor media to display certain products, services or other content have been imposed by laws and regulations. For example, in the U.S. and Germany, tobacco products have been effectively banned from outdoor media in most jurisdictions and state and local governments in some cases limit outdoor advertising of alcohol. Further, certain municipalities may limit issue-based outdoor advertising or place restrictions on advertising off-site or off-premises products or services. Additional restrictions on outdoor media of certain products and services are or may be imposed by laws and regulations.
Intellectual Property
Volta protects its intellectual property and proprietary rights through patent, trademark, copyright, trade secret and unfair competition laws, augmented by its own confidentiality protocols. Volta undertakes actions as necessary to ensure that its proprietary rights are protected while at the same time respecting the intellectual property rights of other persons.
As of December 31, 2021, Volta had ten issued design patents and seven pending design patent applications in addition to two issued utility patents and 36 pending provisional and utility patent applications in the United States. Internationally, as of December 31, 2021, Volta had 60 issued design patents and 22 pending design patent applications, in addition to 2 issued utility patents issued and 7 pending utility patent applications. Volta continues to regularly assess opportunities for seeking patent protection for those aspects of its technology, designs and methodologies that it believes provide a meaningful competitive advantage.
Human Capital Resources
We have always prioritized the importance of our workforce as a critical stakeholder and a core part of our competitive advantage. We hire with values-based principles that encompasses competency, ingenuity, and culture. Through multiple growth phases, we have drawn talent and leadership from the automotive, electric vehicle, consumer electronics and other technology industries to achieve our vision. As of December 31, 2021, Volta had 324 regular full-time employees in the U.S., nine regular full-time employees in Canada and twenty regular full-time employees in Europe. None of Volta’s U.S. employees are represented by a labor union or covered by a collective bargaining agreement. Volta has never experienced a work stoppage. Our human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based compensation awards, in order to increase stakeholder value and the success of our company by motivating such individuals to perform to the best of their abilities and achieve our objectives.
Facilities
Volta was incorporated on July 24, 2020, as a Cayman Islands exempted company under the name Tortoise Acquisition Corp. II (“Tortoise II”), which was a special purpose acquisition company. On September 15, 2020, Tortoise II completed its initial public offering. On August 26, 2021, Tortoise II consummated a reverse recapitalization with Volta Industries, Inc., (the “Reverse Recapitalization”), and, as contemplated by the Business Combination Agreement and Plan of Reorganization, dated as of February 7, 2021 (the “Business Combination Agreement”), re-domesticated as a Delaware corporation and changed its name to Volta Inc. Our website address is www.voltacharging.com. Volta’s primary office is located at 155 De Haro St., San Francisco, California 94103, where Volta's building space totaling approximately 8,480 rentable square feet under a lease that, as currently amended, expires in August 2025. Volta uses these facilities for office space and warehouse purposes. Volta also maintains facilities in New York, New York; Montreal, Canada; Berlin, Germany and Paris, France, as well as an additional warehouse office space in San Francisco, CA. Volta believes its existing facilities are adequate for its current requirements.
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Legal Proceedings
From time to time, Volta may become involved in actions, claims, suits and other legal proceedings arising in the ordinary course of its business, including assertions by third parties relating to intellectual property infringement, breaches of contract or warranties, shareholder or securities litigation, or employment-related matters. On each of March 30, 2022 and May 6, 2022, a putative class action complaint was filed against the Company and one of the Company’s officers and one of the Company’s former officers (collectively, the “Defendants”), in each case, in the United States District Court for the Northern District of California. Each lawsuit alleges that Defendants violated the Exchange Act by making materially false and misleading statements regarding the Company’s business, operations and prospects. Plaintiffs in each complaint seek to represent a class of persons or entities that purchased Volta securities between August 2, 2021 and March 28, 2022. Each complaint seeks unspecified damages, attorneys’ fees, and other costs. While the Company believes that the claims are without merit and it intends to vigorously defend against them, any litigation is inherently uncertain, and any judgment or injunctive relief entered against the Company or any adverse settlement could materially and adversely impact its business, results of operations, financial condition, and prospects.
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MANAGEMENT
The following table sets forth certain information, including ages as of May 23, 2022, of our executive officers and members of the Board.
| Name | Age | Position | ||||||||||||
| Executive Officers | ||||||||||||||
| Brandt Hastings | 42 | Interim Chief Executive Officer and Chief Revenue Officer | ||||||||||||
| Francois P. Chadwick | 49 | Chief Financial Officer | ||||||||||||
| James S. DeGraw | 60 | General Counsel, Chief Administrative Officer | ||||||||||||
| Non-Employee Directors | ||||||||||||||
| Eli Aheto | 46 | Director(1) | ||||||||||||
| Vincent T. Cubbage | 57 | Director and Co-Chairperson(1)(3) | ||||||||||||
| Martin Lauber | 53 | Director(2)(3) | ||||||||||||
| Katherine J. Savitt | 58 | Director and Co-Chairperson(2)(3) | ||||||||||||
| Bonita C. Stewart | 64 | Director(2)(3) | ||||||||||||
| John J. Tough | 36 | Director(1)(2) | ||||||||||||
__________________
(1)Member of the audit committee.
(2)Member of the compensation committee.
(3)Member of the nominating and corporate governance committee.
Information about Executive Officers and Directors
Executive Officers
Francois P. Chadwick. Mr. Chadwick has served as Volta’s Chief Financial Officer since April 2021. Prior to joining Volta, since May 2011, Mr. Chadwick served in various roles at Uber culminating in his role as Vice President, Finance Tax & Accounting. Prior to this, Mr. Chadwick served as a tax partner and national tax leader at KPMG US. Mr. Chadwick holds a Bachelor of Laws from Liverpool John Moores University in Liverpool, UK.
James S. DeGraw. Mr. DeGraw has served as Volta’s General Counsel, Secretary and Chief Administrative Officer since January 2019. Before joining Volta, Mr. DeGraw served as a partner at Ropes & Gray LLP until December 2018, after joining the firm in 1993. Mr. DeGraw holds a B.S. in computer science from Columbia University and a J.D. from New York University School of Law.
Brandt Hastings. Mr. Hastings has served as Volta’s Chief Revenue Officer since November 2020. The Board appointed Brandt Hastings, the Company’s Chief Revenue Officer, to serve as the Company’s interim Chief Executive Officer effective upon Mr. Mercer’s departure as set forth above. Mr. Hastings will remain as the Company’s Chief Revenue Officer. Prior to joining Volta, Mr. Hastings served as Senior Vice President of iHeartMedia Inc. from April 2014 to October 2020. Prior to that, Mr. Hastings worked at Clear Channel International, a marketing and advertising company, where he served as Vice President from September 2007 to April 2014, Senior Account Executive from 2005 to 2007 and Account Executive from 2002 to 2005. Mr. Hastings holds a bachelor’s degree in management and Spanish from Gettysburg College.
Non-Employee Directors
Eli Aheto. Mr. Aheto has served on the Volta board of directors since October 2016. Mr. Aheto has served as a Managing Director at General Atlantic since July 2021. He has served on the boards of directors of the following private companies: 80 Acres Urban Agriculture, Inc. d/b/a “80 Acres Farm,” an indoor farming company from December 2018 to January 2021, 4AM Midstream, a midstream oil and gas gathering company, from July 2017 to June 2021 and Nautilus Solar Energy Inc., a community solar project developer from October 2015 to July 2019.
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Mr. Aheto was a Partner with Virgo Investment Group, a private investment firm, from 2015 to June 2021. Mr. Aheto holds an A.B. in economics from Harvard University and an M.B.A. from Harvard Business School.
Vincent T. Cubbage. Mr. Cubbage has served on the Volta board of directors since the completion of the Reverse Recapitalization in August 2021 and served as Chief Executive Officer and Chairman of Tortoise Acquisition Corp. II from July 2020 until the completion of its Reverse Recapitalization with Volta. Mr. Cubbage has served as Chief Executive Officer and Chairman of the Board of Directors of TortoiseEcofin Acquisition Corp. III since February 2021. Mr. Cubbage served as Chief Executive Officer and Chairman of Tortoise Acquisition Corp. from March 2019 to the completion of its initial business combination with Hyliion on October 1, 2020, and he continues to serve on the board of directors of Hyliion Holdings Corp. He has served as Managing Director — Private Energy of TortoiseEcofin since January 2019. Mr. Cubbage served as the Founder and Chief Executive Officer of Lightfoot Capital Partners from its formation in 2006 through its wind up in December 2019. He served as Chief Executive Officer and Chairman of the general partner of Arc Logistics Partners LP (NYSE: ARCX), from October 2013 to the date of its sale in December 2017. Prior to founding Lightfoot Capital, Mr. Cubbage was a Senior Managing Director in the Investment Banking Division of Banc of America Securities from 1998 to 2006; and prior to that was a Vice President at Salomon Smith Barney where he worked from 1994 to 1998. Mr. Cubbage received an M.B.A. from the American Graduate School of International Management and a B.A. from Eastern Washington University.
Martin Lauber. Mr. Lauber has served on the Volta board of directors since June 2020. Since June 2013, Mr. Lauber has served as a Managing Partner at 19 York LLC, a marketing communications investing and strategic advisory firm, which he also founded. Mr. Lauber is also the Managing Partner of 19Y Ventures and has been active in technology and mobility investing and advising for several years. Prior, Mr. Lauber was Founder and CEO of Swirl, a pioneering digital marketing agency from 1997 to 2017. Mr. Lauber holds a bachelor’s degree in American Studies from the University of California, Los Angeles.
Katherine J. Savitt. Ms. Savitt has served on the Volta board of directors since December 2018. Ms. Savitt has served as President and Chief Business Officer of Boom Supersonic, an aviation and aerospace company, since January 2021. From 2016, Ms. Savitt served as a founding General Partner of Perch Partners, LLC, a management consulting firm. Prior to that, Ms. Savitt served as Chief Marketing Officer and Head of Global Media at Yahoo Inc. From 2009 to 2012, Ms. Savitt served as CEO of Lockerz, Inc., a shoppable digital magazine company, which she co-founded. Prior to this, Ms. Savitt served as Executive Vice President and Chief Marketing Officer of American Eagle Outfitters Inc. Ms. Savitt holds an A.B. in history and government from Cornell University.
Bonita C. Stewart. Ms. Stewart has served on the Volta board of directors since March 2021. Since 2006, Ms. Stewart has served in various roles at Google, Inc., a wholly owned subsidiary of Alphabet Inc., a global technology company, including most recently as Board Partner at Gradient Ventures, Google’s early stage venture arm focused on AI enabled companies, since June 2021. At Google, Ms. Stewart previously served as Vice President, Global Partnerships from July 2016 to June 2021; as Vice President, Americas, Partner Business Solutions from August 2012 to December 2015; as Vice President, U.S. Sales and Operations from 2011 to 2012; as Managing Director, U.S. Sales from 2009 to 2010; and as Industry Director, U.S. Automotive from 2006 to 2009. Prior to Google Ms. Stewart held management and brand executive roles at IBM and DaimlerChrysler. Ms. Stewart has served on the board of directors of Deckers Outdoor Corporation, a footwear design and distribution company, since September 2014 where she currently chairs the Corporate Governance committee and PagerDuty, a digital operations management company, since January 2021. Ms. Stewart holds a B.A. degree in Journalism from Howard University and an M.B.A. from Harvard Business School.
John J. Tough. Mr. Tough has served on the Volta board of directors since May 2019. Mr. Tough has worked at Energize Ventures as a Managing Partner since September 2019 and as a Partner from February 2017 to August 2019. Prior to this, Mr. Tough worked at Choose Energy, Inc., a consumer services technology company, as Chief Revenue Officer from 2016 to May 2017, Vice President of Business Development & Operations from January 2014 to 2016 and Director — Business Development from June 2012 to January 2014. He also currently serves as a member or observer on the boards of directors of the following private computer software companies: Matroid, Inc., Aurora Solar Inc., Sitetracker, Inc. and Smartcar, Inc. In addition, Mr. Tough also currently serves as a member or observer on the boards of directors of the following private companies: ZEDEDA Inc., an information technology
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and services company, DroneDeploy, Inc., an aerial analytics information technology company, and Nozomi Networks Inc., a computer and network security company. Mr. Tough holds a B.S. in biology, chemistry and markets and management from Duke University and an M.B.A. from The University of Chicago — Booth School of Business.
Family Relationships
There are no familial relationships among the Volta directors and executive officers.
Involvement in Certain Legal Proceedings
To Volta’s knowledge, there have been no events under any bankruptcy act, no criminal proceedings and no federal or state judicial or administrative orders, judgments or decrees or findings, no violations of any federal or state securities law, and no violations of any federal commodities law material to the evaluation of the ability and integrity of any director or executive officer of Volta during the past ten years.
Board Composition
The Volta Board is be composed of six directors and is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to directors whose terms then expire are elected to serve from the time of election and qualification until the third annual meeting following election. Volta’s directors are divided among the three classes as follows:
•the Class I directors are Martin Lauber and John Tough, and their terms will expire at the annual meeting of stockholders to be held in 2022;
•the Class II directors are Vincent Cubbage and Bonita Stewart, and their terms will expire at the annual meeting of stockholders to be held in 2023; and
•the Class III directors are Eli Aheto and Katherine Savitt, and their terms will expire at the annual meeting of stockholders to be held in 2024.
Directors in a particular class are elected for three-year terms at the annual meeting of stockholders in the year in which their terms expire. As a result, only one class of directors is elected at each annual meeting of Volta stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term continues until the election and qualification of his or her successor, or the earlier of his or her death, resignation or removal. This classification of the Volta Board may have the effect of delaying or preventing changes in Volta’s control or management.
The Volta Board can fill vacant directorships, including newly created seats. Any additional directorships resulting from an increase in the authorized number of directors would be distributed pro rata among the three classes so that, as nearly as possible, each class would consist of one-third of the authorized number of directors. Volta’s directors may only be removed for cause and by the affirmative vote of the holders of at least two-thirds of the voting power of the then-outstanding shares entitled to vote in the election of directors, voting together as a single class.
Director Independence
The Volta Board has determined that each of the directors serving on the Volta Board, qualify as an independent director, as defined under the listing rules of NYSE, and the Volta Board consists of a majority of “independent directors,” as defined under the applicable rules of the SEC and NYSE relating to director independence requirements. In addition, Volta is subject to certain rules of the SEC and NYSE relating to the membership, qualifications and operations of the audit committee, as discussed below.
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Board Leadership Structure
The Company's bylaws prohibit the positions of Chairperson of the board of directors and Chief Executive Officer being held by the same individual. The Volta Board has adopted Corporate Governance Guidelines which provide for the appointment of a lead independent director at any time when a Chairperson is not independent. Vincent T. Cubbage and Katherine J. Savitt currently serve as Co-Chairpersons of the Board.
CEO Transition
The Board has formed a CEO Search Committee in order to identify a Chief Executive Officer to succeed Mr. Mercer as the Company’s Chief Executive Officer following his departure on April 15, 2022. The Board appointed Brandt Hastings, the Company’s Chief Revenue Officer, to serve as the Company’s interim Chief Executive Officer effective upon Mr. Mercer’s departure Mr. Hastings will remain as the Company’s Chief Revenue Officer and his appointment was based on his prior experience with the Company and with a focus on guiding the Company on an interim basis until the Company is able to find a permanent replacement Chief Executive Officer. The CEO Search Committee, comprised of Martin Lauber, Bonita Stewart and John Tough, has begun a process to identify and evaluate internal and external candidates to become the Company’s next Chief Executive Officer. The CEO Search Committee is creating a CEO profile outlining desired qualities relating to industry knowledge, cultural fit and leadership style, operational competencies, strategic growth orientation and public company experience. The CEO Search Committee is evaluating a number of executive search firms, one of which they intend to engage to assist with identifying external candidates based on the CEO profile.
Board Committees
The Volta Board has established an audit committee, a compensation committee and a nominating and corporate governance committee, each of which has the composition and responsibilities described below. The Volta Board and its committees set schedules for meeting throughout the year and can also hold special meetings and act by written consent from time to time, as appropriate. The Volta Board delegates various responsibilities and authority to its committees and the committees regularly report on their activities and actions to the full board of directors. Members serve on these committees until their resignation or until otherwise determined by the Volta Board. The Volta Board may establish other committees to facilitate the management of Volta’s business as it deems necessary or appropriate from time to time.
Each committee of the Volta Board operates under a written charter approved by the Volta Board. Copies of each charter are posted on the Investor Relations section of Volta’s website at www.voltacharging.com. The inclusion of Volta’s website address or the reference to Volta’s website in this prospectus does not include or incorporate by reference the information on Volta’s website into this prospectus.
Audit Committee
Volta’s audit committee is composed of Eli Aheto, Vincent Cubbage and John Tough, with Mr. Aheto serving as audit committee chairperson. The Volta Board has determined that Mr. Aheto, Mr. Cubbage and Mr. Tough each meet the requirements for independence and financial literacy under the current NYSE listing standards and SEC rules and regulations, including Rule 10A-3. In addition, the Volta Board determined that Mr. Aheto is an “audit committee financial expert” within the meaning of Item 407(d) of Regulation S-K promulgated under the Securities Act. This designation does not impose any duties, obligations or liabilities that are greater than are generally imposed on members of the audit committee and the Volta Board. The audit committee is responsible for, among other things:
•selecting a qualified firm to serve as the independent registered public accounting firm to audit Volta’s financial statements;
•helping to ensure the independence and overseeing the performance of the independent registered public accounting firm;
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•reviewing and discussing the results of the audit with the independent registered public accounting firm and reviewing, with management and that firm, Volta’s interim and year-end operating results;
•reviewing Volta’s financial statements and critical accounting policies and estimates;
•reviewing the adequacy and effectiveness of Volta’s internal controls;
•developing procedures for employees to submit concerns anonymously about questionable accounting, internal accounting controls or audit matters;
•overseeing Volta’s policies on risk assessment and risk management;
•overseeing compliance with Volta’s code of business conduct and ethics;
•reviewing related party transactions; and
•approving or, as permitted, pre-approving all audit and all permissible non-audit services (other than de minimis non-audit services) to be performed by the independent registered public accounting firm.
The audit committee operates under a written charter which satisfies the applicable rules of the SEC and the listing standards of the NYSE, and which is available on Volta’s website. All audit services to be provided to Volta and all permissible non-audit services, other than de minimis non-audit services, to be provided to Volta by Volta’s independent registered public accounting firm is approved in advance by the audit committee.
Compensation Committee
Volta’s compensation committee is composed of John Tough, Martin Lauber, Katherine Savitt and Bonita Stewart, and Mr. Tough is the chairperson of the compensation committee. The Volta Board has determined that each member of the compensation committee meets the requirements for independence under the current NYSE listing standards and SEC rules and regulations. Each member of the committee is a non-employee director, as defined in Rule 16b-3 promulgated under the Exchange Act. The compensation committee is responsible for, among other things:
•reviewing, approving and determining, or making recommendations to the Volta Board regarding, the compensation of Volta’s executive officers, including the Chief Executive Officer;
•making recommendations regarding non-employee director compensation to the full Volta Board;
•administering Volta’s equity compensation plans and agreements with Volta executive officers;
•reviewing, approving and administering incentive compensation and equity compensation plans; and
•reviewing and approving Volta’s overall compensation philosophy.
The compensation committee operates under a written charter which satisfies the applicable rules of the SEC and NYSE listing standards, and is available on Volta’s website.
Nominating and Corporate Governance Committee
The nominating and corporate governance committee is composed of Vincent Cubbage, Martin Lauber, Katherine Savitt and Bonita Stewart, and Mr. Cubbage is the chairperson of the nominating and corporate governance committee. The Volta Board expects to determine that each member of the nominating and corporate governance committee meets the requirements for independence under the current NYSE listing standards and SEC rules and regulations. The nominating and corporate governance committee is responsible for, among other things:
•identifying, evaluating and selecting, or making recommendations to the Volta Board regarding nominees for election to the Volta Board and its committees;
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•considering and making recommendations to the Volta Board regarding the composition of the Volta Board and its committees;
•developing and making recommendations to the Volta Board regarding corporate governance guidelines and matters;
•overseeing Volta’s corporate governance practices;
•overseeing the evaluation and the performance of the Volta Board and individual directors; and
•contributing to succession planning.
The nominating and corporate governance committee operates under a written charter which satisfies the applicable rules of the SEC and the NYSE listing standards and is available on Volta’s website.
Code of Business Conduct and Ethics
The Volta Board has adopted a Code of Business Conduct and Ethics that applies to all of Volta’s directors, officers and employees, including Volta’s principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Code of Business Conduct and Ethics is available on the Corporate Governance section of Volta’s website. In addition, Volta posted on the Corporate Governance section of Volta’s website all disclosures that are required by law or the listing standards of the NYSE concerning any amendments to, or waivers from, any provision of the Code of Business Conduct and Ethics.
Nomination Process
As of December 31, 2021, we did not affect any material changes to the procedures by which our stockholders may recommend nominees to our board of directors. Our board of directors does not have a policy with regards to the consideration of any director candidates recommended by our stockholders. Our board of directors has determined that it is in the best position to evaluate our company’s requirements as well as the qualifications of each candidate when the board considers a nominee for a position on our board of directors. If stockholders wish to recommend candidates directly to our board, they may do so by sending communications to the chair of the Nomination and Governance Committee of our Board of our Company at the address on the cover of this prospectus.
Compensation Committee Interlocks and Insider Participation
None of the members of the Volta compensation committee is or has been at any time one of Volta’s officers or employees. None of Volta’s executive officers currently serves, or in the past fiscal year has served, as a member of the board of directors or compensation committee (or other board of directors committee performing equivalent functions or, in the absence of any such committee, the entire board of directors) of any entity that has or has had one or more executive officers serving as a member of the Volta Board or compensation committee.
Limitation on Liability and Indemnification of Directors and Officers
Volta’s Charter limits Volta’s directors’ liability to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for breach of their fiduciary duties as directors, except for liability:
•for any transaction from which the director derives an improper personal benefit;
•for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;
•for any unlawful payment of dividends or redemption of shares; or
•for any breach of a director’s duty of loyalty to the corporation or its stockholders.
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If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of Volta’s directors will be eliminated or limited to the fullest extent permitted by the DGCL, as so amended.
Delaware law and the Volta Bylaws provide that Volta will, in certain situations, indemnify Volta’s directors and officers and may indemnify other employees and other agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.
In addition, Volta has entered into, and expects to continue to enter into, separate indemnification agreements with Volta’s directors and officers. These agreements, among other things, require Volta to indemnify its directors and officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or officer in any action or proceeding arising out of their services as one of Volta’s directors or officers or any other company or enterprise to which the person provides services at Volta’s request.
Volta maintains a directors’ and officers’ insurance policy pursuant to which Volta’s directors and officers are insured against liability for actions taken in their capacities as directors and officers. We believe these provisions in the Volta Charter and Volta Bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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EXECUTIVE COMPENSATION
Volta is a smaller reporting company and an “emerging growth company” within the meaning of the JOBS Act and has opted to comply with the executive compensation disclosure rules applicable to such companies. These rules provide for reduced compensation disclosure for the principal executive officer and the two most highly compensated executive officers other than the principal executive officer (the “named executive officers”). This section provides an overview of Volta’s executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.
Volta’s named executive officers for fiscal year 2021 are:
•Scott Mercer, former Chief Executive Officer(1);
•Christopher Wendel, former President; and
•Francois Chadwick, Chief Financial Officer.
(1)On March 28, 2022, the Company announced that Mr. Mercer resigned as an officer and employee of the Company. Mr. Mercer continued as Chief Executive Officer for a transition period ending on April 15, 2022.
The Volta Board, with input from Volta’s Chief Executive Officer, has historically determined the compensation for Volta’s named executive officers. The Volta Board has designed, and intends to modify as necessary, its compensation and benefits programs to attract, retain, incentivize and reward talented and qualified executives who share its philosophy and desire to work towards achieving Volta’s goals. Volta believes its compensation programs should promote the success of the company and align executive incentives with the long-term interests of its stockholders. Volta’s current compensation programs reflect its startup origins and consist primarily of salary, bonus and equity awards. As Volta’s needs evolve, it intends to continue to evaluate its philosophy and compensation programs as circumstances require.
The following table provides information concerning compensation awarded to, earned by and paid to each of Volta’s named executive officers for services rendered to Volta in all capacities during 2020 and 2021:
| Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards(3) | Option Awards ($)(4) | All Other Compensation ($) | Total ($) | ||||||||||||||||||||||||||||||||||||||||
Scott Mercer | 2020 | $ | 275,417 | $ | 75,000 | $ | — | $ | 420,200 | $ | 28,180 | (5) | $ | 798,797 | |||||||||||||||||||||||||||||||||
| Former Chief Executive Officer* | 2021 | $ | 437,500 | $ | 500,000 | $ | 178,402,500 | $ | — | $ | 83,048 | (6) | $ | 179,423,048 | |||||||||||||||||||||||||||||||||
Christopher Wendel | 2020 | $ | 275,417 | $ | 75,000 | $ | — | $ | 121,261 | $ | 22,113 | (7) | $ | 493,791 | |||||||||||||||||||||||||||||||||
| Former President | 2021 | $ | 391,667 | $ | 450,000 | $ | 151,041,000 | $ | — | $ | 83,048 | (8) | $ | 151,965,715 | |||||||||||||||||||||||||||||||||
Francois Chadwick(9) | 2020 | $ | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||||||||||
| Chief Financial Officer | 2021 | $ | 280,000 | $ | 400,000 | $ | 6,464,697 | $ | 2,515,000 | $ | 11,915 | (10) | $ | 9,671,612 | |||||||||||||||||||||||||||||||||
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*On March 28, 2022, the Company announced that Mr. Mercer resigned as an officer and employee of the Company. Mr. Mercer continued as Chief Executive Officer for a transition period ending on April 15, 2022.
(1)Amounts include base salary foregone and paid, at the election of each named executive officer, in the form of Volta Options to purchase shares of Volta Class B Common Stock under the Volta Option Plan in connection with salary reductions related to the COVID-19 pandemic. Mr. Wendel and Mr. Mercer elected to forego $52,500 in base salary from April 16, 2020 through July 15, 2020. These payments are described in more detail below under the section titled “Narrative Disclosure to Summary Compensation Table.”
(2)Amounts reflect discretionary cash bonuses earned by the applicable named executive officers in the applicable fiscal year.
(3)Represents the aggregate grant date fair value for financial statement reporting purposes of stock awards granted in 2020 and 2021, as determined in accordance with the provisions of FASB ASC Topic 718. The amounts in the stock awards column include the fair market value of performance stock unit awards assuming maximum achievement of the performance and market goals at target levels resulting in the following fair market values for the performance stock unit awards: Mr. Mercer – $83,367,500 (fiscal 2021), Mr. Wendel – $67,352,500 (fiscal 2021) and Mr. Chadwick – $194,832 (fiscal 2021).
(4)Represents the aggregate grant date fair value for financial statement reporting purposes of option awards granted in 2020 and 2021, as determined in accordance with the provisions of FASB ASC Topic 718. The amount reflects Volta’s accounting expense for these option awards and does not represent the actual economic value that may be realized by the named executive officer. There can be no assurance
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that the amount will ever be realized. For the assumptions used in valuing these awards, please see Note 12 of Volta’s audited consolidated financial statements for the three months ended March 31, 2022 included elsewhere in this prospectus. As required by the SEC rules, the amount shown excludes the impact of estimated forfeitures related to service-based vesting conditions.
(5)The amount for Mr. Wendel does not include the grant date fair value of Volta Options granted in lieu of the $52,500 in base salary that Mr. Wendel elected to forego from April 16, 2020 through July 15, 2020. The $52,500 in foregone base salary for Mr. Wendel is included above under the “Salary” column. The amounts for each of Mr. Mercer and Mr. Wendel do include the grant date fair value of Volta Options granted in lieu of the 30% reduction in each named executive’s officer base salary from April 16, 2020 through July 15, 2020 implemented under Volta’s COVID-19 salary reduction program, which is described in more detail below under the section titled “Narrative Disclosure to Summary Compensation Table.”
(5)Represents the sum of (i) $2,200 in subsidies for the lease or purchase of an EV, (ii) $11,400 in matching 401(k) contributions and (iii) legal expenses paid for the benefit of Mr. Mercer in the amount of $14,580.
(6)Represents the sum of (i) $2,400 in subsidies for the lease or purchase of an EV; (ii) $11,600 in matching 401(k) contributions and (iii) legal expenses paid for the benefit of Mr. Mercer in the amount of $69,048.
(7)Represents the sum of (i) $1,600 in subsidies for the lease or purchase of an EV, (ii) $5,933 in matching 401(k) contributions and (iii) legal expenses paid for the benefit of Mr. Wendel in the amount of $14,580.
(8)Represents the sum of (i) $2,400 in subsidies for the lease or purchase of an EV, (ii) $11,600 in matching 401(k) contributions and (iii) legal expenses paid for the benefit of Mr. Wendel in the amount of $69,048.
(9)Mr. Chadwick joined Volta on April 19, 2021.
(10)Represents the sum of (i) $1,200 in subsidies for the lease or purchase of an EV and (ii) $10,715 in matching 401(k) contributions.
Narrative Disclosure to Summary Compensation Table
For 2020 and 2021, the compensation program for Volta’s named executive officers consisted of base salary, bonus and equity awards as well as benefits including 401(k) matching contributions and subsidies for the lease or purchase of an EV.
Employment Agreements
Mr. Mercer and Mr. Wendel each entered into an employment agreement with Volta on December 18, 2018. Mr. Chadwick entered into an employment agreement with Volta on April 19, 2021. The narrative below summarizes the payments and benefits that each named executive officer is currently eligible to receive on an annualized basis.
Settlement and Release Agreements
On March 28, 2022, the Company announced that it and Scott Mercer and Christopher Wendel agreed to the resignation of each of Mr. Mercer and Mr. Wendel as an officer and employee of the Company. Mr. Wendel’s resignation was effective as of March 26, 2022, while Mr. Mercer continued as Chief Executive Officer for a transition period ending on April 15, 2022. Mr. Mercer will serve as an independent advisor to the Company’s board of directors (the “Board”) through March 31, 2023.
In connection with their resignations, the Company has entered into settlement and release agreements with each of Mr. Mercer and Mr. Wendel (the “Separation Agreements”). Under the Separation Agreements, (i) each of Mr. Mercer and Mr. Wendel will receive continued payment of his base salary for six months, and continued healthcare coverage at active employee rates for up to twelve months, following his resignation; (ii) through December 31, 2025, each of Mr. Mercer and Mr. Wendel agrees that he will vote all of his beneficially-owned voting stock of the Company in accordance with the recommendations of Institutional Shareholder Services Inc., except with respect to proposals for or against a transaction that would result in a change of control of the Company and certain similar transactions, and will not attempt to influence, form a group with or support other Company shareholders (and will not transfer any of his shares of the Company’s capital stock to his affiliates or associates unless the affiliate or associate agrees to be bound by the requirement described in this clause (ii)); (iii) each of Mr. Mercer and Mr. Wendel agrees not to stand for reelection to the Board (in Mr. Mercer’s case, until after December 31, 2025); (iv) each share of Class B Common Stock and any equity awards or convertible securities denominated in shares of Class B Common Stock held by each of Mr. Mercer and Mr. Wendel will be converted into an equal number of shares of Class A Common Stock or securities convertible into Class A Common Stock, as applicable; (v) the awards of 5,250,000 vested restricted stock units held by each of Mr. Mercer and Mr. Wendel will be settled into shares of Class A Common Stock on or prior to April 1, 2022; (vi) the unvested awards of 5,250,000 market-vesting restricted stock units held by Mr. Mercer and 4,500,000 market-vesting restricted stock units held by Mr. Wendel, in each case granted on November 15, 2021, will remain outstanding and subject to vesting and settlement into shares
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of Class A Common Stock based on achievement of the applicable share price thresholds; one third of these awards will vest if the price of the Company’s common stock equals or exceeds $15.00, one third of these awards will vest if the price of the Company’s common stock equals or exceeds $20.00, and one third of these awards will vest if the price of the Company’s common stock equals or exceeds $25.00 (in each case for 20 trading days within any 30-trading-day period on or prior to August 26, 2026), and the awards are subject to full acceleration upon a change in control of the Company (as defined in the Company’s 2021 Founder Incentive Plan); (vii) the outstanding, unvested portion of equity-based awards granted to each of Mr. Mercer and Mr. Wendel prior to August 26, 2021, will become fully vested; (viii) all other outstanding unvested Company equity awards held by each of Mr. Mercer and Mr. Wendel, consisting of 4,923,695 restricted stock units held by Mr. Mercer and 3,492,972 restricted stock units held by Mr. Wendel will be immediately forfeited; and (ix) each of Mr. Mercer and Mr. Wendel will be entitled to reimbursement of reasonable expenses in connection with their entry into the Separation Agreements. The Separation Agreements also include customary mutual release and non-disparagement provisions on behalf of the Company and each of Mr. Mercer and Mr. Wendel. In addition, under his Separation Agreement, Mr. Mercer agrees to serve as an independent advisor to the Board through March 31, 2023 in exchange for a $375,000 consulting fee.
Base Salary
In 2020 and 2021, each of Volta’s named executive officers received an annual base salary to compensate them for services rendered to Volta. On February 1, 2020, the base salary of each of Mr. Mercer and Mr. Wendel increased from $275,000 to $300,000. In response to the COVID-19 pandemic, Volta implemented a salary reduction program and reduced the annual base compensation of each named executive officer by 30% from April 16, 2020 through July 15, 2020. Mr. Wendel elected to further reduce his base salary by 100% from April 16, 2020 through July 15, 2020 (i.e., he received no base salary, as explained below). The base salaries for our named executive officers were returned to pre-reduction levels beginning July 16, 2020.
On February 1, 2021, the base salary of each of Mr. Mercer and Mr. Wendel increased from $300,000 to $450,000 and $300,000 to $400,000, respectively. Mr. Chadwick joined Volta on April 1, 2021 at a base salary of $400,000.
The actual base salary received by each named executive officer is set forth above in the Summary Compensation Table in the column titled “Salary.”
Cash Bonus
Each named executive officer’s employment agreement provides that the named executive officer will be eligible to earn a discretionary annual bonus equal to a percentage of his base salary as determined by the Volta Board. In 2020, Mr. Mercer and Mr. Wendel were eligible to earn annual cash bonuses based on their performance, as determined by the Volta Board, in its discretion. In 2021, Mr. Mercer, Mr. Wendel and Mr. Chadwick were eligible to earn annual cash bonuses based on their performance, as determined by the Volta board, in its discretion.
The actual annual cash bonuses awarded to each of Volta’s named executive officers for 2020 and 2021 performance are set forth above in the Summary Compensation Table in the column titled “Bonus.”
Equity Awards
2020 Equity Awards
In 2020, each of Volta’s named executive officers received Volta Options to purchase shares of Volta Class B Common Stock under the Volta Option Plan as follows: (a) Mr. Mercer received Volta Options to purchase (i) 200,000, (ii) 8,621 and (iii) 475,000 shares of Volta Class B Common Stock, and (b) Mr. Wendel received Volta Options to purchase (i) 200,000, (ii) 28,736 and (iii) 475,000 shares of Volta Class B Common Stock.
Under the COVID-19 salary reduction program referenced above, Volta reduced the base salary of each named executive officer by 30% as described above and offered each named executive officer the opportunity to either (i) reduce his working time or (ii) receive a Volta Option to purchase shares of Volta Class B Common Stock under the Volta Option Plan. Each of the named executive officers elected to receive Volta Options. In addition, Mr. Wendel
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elected to further reduce his base salary to $0, such that he received no base salary from April 16, 2020 through July 15, 2020, in exchange for the opportunity to receive a Volta Option to purchase shares of Volta Class B Common Stock under the Volta Option Plan. On May 12, 2020 the Volta Board granted Mr. Mercer and Mr. Wendel Volta Options to purchase 8,621 and 28,736 shares of Volta Class B Common Stock, respectively. The number of shares issuable upon the exercise of each such Volta Option is equal to the total base salary that the named executive officer did not receive from April 16, 2020 until July 15, 2020 divided by $2.61, rounded up to the nearest share.
2021 Equity Awards
In 2021, Mr. Chadwick received Volta Options to purchase 606,750 shares of Volta Class A Common Stock.
In 2021, each of Volta’s named executive officers received RSUs covering shares of Volta Class A Common Stock as follows: (a) Mr. Mercer received RSUs covering (i) 5,250,000, (ii) 2,000,000 and (iii) 2,000,000 shares of Volta Class A Common Stock, (b) Mr. Wendel received RSUs covering (i) 4,500,000, (ii) 1,375,000 and (iii) 1,375,000 shares of Volta Class A Common Stock and (c) Mr. Chadwick received RSUs covering (i) 500,000, (ii) 24,704 and (iii) 24,704 shares of Volta Class A Common Stock. Additionally, Mr. Mercer and Mr. Wendel received RSUs covering 5,250,000 and 5,250,000 shares of Volta Class B Common Stock, respectively.
In 2021, Mr. Mercer and Mr. Wendel received restricted stock awards of 3,100,000 and 2,600,000 shares of Volta Class A Common Stock, respectively.
Volta Equity Incentive Plan
General. The Volta Equity Incentive Plan is a continuation of the Volta Option Plan, which the Volta Board originally adopted, and Volta’s stockholders approved, the Volta Option Plan on December 15, 2014. The Volta Equity Incentive Plan was amended and restated, and renamed, effective on August 26, 2021. The Volta Equity Incentive Plan provides for the grant of incentive stock options to Volta employees (and employees of any parent or majority-owned subsidiary of Volta), and for the grant of non-statutory stock options, restricted stock, RSUs and stock appreciation rights to Volta employees, directors and consultants (and employees and consultants of any parent or majority-owned subsidiary of Volta).
Share Reserve. Volta reserved an aggregate of 45,187,241 shares of Volta Class A Common Stock and 134,993 shares of Volta Class B Common Stock under the Volta Equity Incentive Plan. The number of shares available for issuance under the Volta Equity Incentive Plan will be automatically increased on the first day of each fiscal year commencing with the 2022 fiscal year in an amount equal to the lesser of (x) five percent (5%) of the outstanding Shares on the last day of the immediately preceding fiscal year and (y) an amount determined by the Volta Board, with such shares to be comprised of Volta Class A Common Stock. Such shares may be authorized but unissued, or reacquired, common stock.
Plan Administration. The compensation committee of the Volta Board administers the Volta Equity Incentive Plan.
Types of Awards. The Volta Equity Incentive Plan provides for the grant of incentive Volta Options, non-statutory Volta Options, Volta Restricted Stock, RSUs and stock appreciation rights.
Stock Options. The Volta Board has discretion to grant incentive or non-statutory Volta Options under the Volta Equity Incentive Plan, provided that incentive Volta Options may only be granted to employees. The exercise price per share applicable to such Volta Options must generally be equal to at least the fair market value per share of Volta Class A Common Stock or Volta Class B Common Stock, as applicable, on the date of grant. The term of Volta Options may not exceed ten years; provided, however, that any incentive Volta Option granted to a participant who owns more than 10% of the total combined voting power of all classes of Volta Common Stock, or of certain of Volta’s subsidiary corporations, may not have a term in excess of five years and must have an exercise price per share equal to at least 110% of the fair market value per share of Volta Class A Common Stock or Volta Class B Common Stock, as applicable, on the grant date. Subject to the provisions of the Volta Equity Incentive Plan, the Volta Board has discretion to determine the remaining terms of the Volta Options (e.g., vesting). After the termination of a participant’s service, the participant may only exercise his or her Volta Option, to the extent vested,
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for a specified period of time stated in his or her option agreement. Generally, if termination is due to death or disability, the Volta Option will remain exercisable for 12 months following the termination of service. In all other cases except for a termination for cause, the Volta Option will generally remain exercisable for 3 months following the termination of service. In the event of a termination for cause, the Volta Option will immediately terminate. However, in no event may a Volta Option be exercised later than the expiration of its maximum term.
Restricted Stock. The Volta Board has discretion to grant Volta Restricted Stock under the Volta Equity Incentive Plan. Volta Restricted Stock are generally shares of Volta Class A Common Stock or Volta Class B Common Stock that are issued or sold to a participant pursuant to the Volta Equity Incentive Plan and subject to repurchase by Volta under certain circumstances and that are fully vested at grant or that will vest in accordance with terms and conditions established by the Volta Board, in its sole discretion. The Volta Board has discretion to determine the number of shares that the participant may receive or purchase, the price to be paid (if any) and the time by which the participant must accept the shares/offer.
RSUs. The Volta Board has discretion to grant RSUs under the Volta Equity Incentive Plan. Each RSU is a bookkeeping entry representing an amount equal to the fair market value of one share of Volta Class A Common Stock or Volta Class B Common Stock, as applicable. The Volta Board, in its discretion, determines whether RSUs should be granted, the total units granted and/or the vesting terms applicable to such units. Participants holding RSUs will hold no voting rights by virtue of such RSUs. The Volta Board may, in its sole discretion, award dividend equivalents in connection with the grant of RSUs. RSUs may be settled in cash, shares of Volta Class A Common Stock or Volta Class B Common Stock, as applicable, or any combination thereof or in any other form of consideration, as determined by the Volta Board, in its sole discretion.
Stock Appreciation Rights. The Volta Board has discretion to grant stock appreciation rights under the Volta Equity Incentive Plan and to determine the terms and conditions of each stock appreciation right, except that the exercise price for each stock appreciation right cannot be less than 100% of the fair market value of the underlying shares of Volta Class A Common Stock or Volta Class B Common Stock, as applicable, on the date of grant. Upon exercise of a stock appreciation right, a participant will receive payment from Volta in an amount determined by multiplying the difference between the fair market value of a share on the date of exercise over the exercise price by the number of shares with respect to which the stock appreciation right is exercised. Stock appreciation rights may be paid in cash, shares of Volta Class A Common Stock or Volta Class B Common Stock, as applicable, or any combination thereof, or in any other form of consideration, as determined by the Volta Board in its discretion. Stock appreciation rights are exercisable at the times and on the terms established by the Volta Board, in its discretion.
Non-transferability of Awards. Unless the Volta Board provides otherwise, awards granted under the Volta Equity Incentive Plan are generally not transferable.
Certain Adjustments. In the event of certain corporate events or changes in Volta’s capitalization, to prevent diminution or enlargement of the benefits or potential benefits available under the Volta Equity Incentive Plan, the Volta Board will make adjustments to one or more of the number, kind and class of securities that may be delivered under the Volta Equity Incentive Plan and/or the number, kind, class and price of securities covered by each outstanding award.
Dissolution or Liquidation. In the event of Volta’s dissolution or liquidation, each outstanding award will terminate immediately prior to the consummation of such action, unless otherwise determined by the Volta Board.
Change in Control. The Volta Equity Incentive Plan provides that in the event of a change in control, unless otherwise provided in the applicable award agreement or as determined by the Volta Board at the time of grant, outstanding awards will be assumed, cancelled if not exercised/settled or cashed out in lieu of exercise as determined by the Volta Board.
Amendment or Termination. The Volta Board may amend or terminate the Volta Equity Incentive Plan at any time, provided such action does not impair the rights or obligations of any participant without his or her consent. In addition, stockholder approval must be obtained to the extent necessary and desirable to comply with applicable laws.
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Benefits and Perquisites
Volta provides benefits to its named executive officers on the same basis as provided to all of its employees, including health, dental and vision insurance; health savings account; life insurance; subsidies in the form of reimbursements up to $200 per month for the lease or purchase of EVs; and a tax-qualified Section 401(k) plan for which Volta matches 100% of contributions up to 4% of the employee’s salary. In fiscal years 2020 and 2021, Volta paid legal expenses for each of Mr. Mercer and Mr. Wendel related to executive compensation matters.
Outstanding Equity Awards at Fiscal Year-End Table
The following table provides information regarding each outstanding Volta Option award or unvested stock award held by each named executive officer as of December 31, 2021.
Volta Option Awards(1) | Stock Awards(2) | ||||||||||||||||||||||||||||||||||||||||||||||
| Name | Number of Securities Underlying Unexercised Volta Options (#) Exercisable | Number of Securities Underlying Unexercised Volta Options (#) Unexercisable | Volta Option Exercise Price(3) | Volta Option Expiration Date | Number of Securities that Have Not Vested (#) | Market Value of Securities that Have Not Vested ($) | |||||||||||||||||||||||||||||||||||||||||
Scott Mercer | — | — | — | — | 5,250,000 | (4) | $ | 38,535,000 | |||||||||||||||||||||||||||||||||||||||
| 213,515 | (5) | 79,301 | $ | 0.57 | 1/9/2029 | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| 230,565 | (6)(7) | — | $ | 0.32 | 11/6/2027 | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| 135,922 | (8)(9) | — | $ | 0.57 | 12/25/2028 | — | $ | — | |||||||||||||||||||||||||||||||||||||||
| — | — | — | — | 5,250,000 | (10) | $ | 38,535,000 | ||||||||||||||||||||||||||||||||||||||||
| — | 2,000,000 | (11) | $ | 14,680,000 | |||||||||||||||||||||||||||||||||||||||||||
| — | 2,000,000 | (10) | $ | 14,680,000 | |||||||||||||||||||||||||||||||||||||||||||
| — | 379,219 | (12) | $ | 2,783,468 | |||||||||||||||||||||||||||||||||||||||||||
| 408,293 | (13) | $ | 2,996,871 | ||||||||||||||||||||||||||||||||||||||||||||
| 131,463 | (14) | $ | 964,939 | ||||||||||||||||||||||||||||||||||||||||||||
| 19,293 | (15) | $ | 141,611 | ||||||||||||||||||||||||||||||||||||||||||||
Christopher Wendel | — | — | — | — | 5,250,000 | (4) | $ | 38,535,000 | |||||||||||||||||||||||||||||||||||||||
| — | 4,500,000 | (10) | $ | 33,030,000 | |||||||||||||||||||||||||||||||||||||||||||
| — | 1,375,000 | (11) | $ | 10,092,500 | |||||||||||||||||||||||||||||||||||||||||||
| — | 1,375,000 | (10) | $ | 10,092,500 | |||||||||||||||||||||||||||||||||||||||||||
| — | 379,219 | (12) | $ | 2,783,468 | |||||||||||||||||||||||||||||||||||||||||||
| — | 242,700 | (14) | $ | 1,781,418 | |||||||||||||||||||||||||||||||||||||||||||
| — | 408,293 | (13) | $ | 2,996,871 | |||||||||||||||||||||||||||||||||||||||||||
| — | 98,596 | (15) | $ | 723,695 | |||||||||||||||||||||||||||||||||||||||||||
Francois Chadwick | — | 606,750 | (16) | $ | 6.17 | 04/22/2031 | — | $ | — | ||||||||||||||||||||||||||||||||||||||
| — | — | — | — | 500,000 | (10) | $ | 3,670,000 | ||||||||||||||||||||||||||||||||||||||||
| — | — | — | — | 24,704 | (10) | $ | 181,328 | ||||||||||||||||||||||||||||||||||||||||
| — | — | — | — | 24,704 | (17) | $ | 181,328 | ||||||||||||||||||||||||||||||||||||||||
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(1)Except as otherwise set forth below, all Volta Options reflected herein cover shares of Volta Class A Common Stock granted under the Volta Equity Incentive Plan.
(2)Except as otherwise set forth below, all stock awards reflected herein cover shares of Volta Class A Common Stock granted under the Volta Equity Incentive Plan.
(3)This column represents the fair market value of a share of Volta Class A Common Stock and Volta Class B Common Stock, as applicable, on the date of grant, as determined by the Volta Board.
(4)Represents shares of Volta Class B Common Stock underlying an RSU. The RSU will vest upon the earliest of: (i) January 1, 2022, subject to the named executive officer’s continuous service through such date, (ii) the named executive officer’s termination of service by Volta without Cause (as defined in the applicable employment agreement); (iii) the named executive officer’s resignation from service for Good
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Reason (as defined in the applicable employment agreement); (iv) the named executive officer’s termination of service as a result of the named executive officer’s death or Disability (as defined in the applicable employment agreement); (v) as of immediately prior to a Change in Control (as defined in the applicable employment agreement); or (vi) as otherwise provided in the named executive officer’s employment agreement with Volta.
(5)The Volta Option is subject to a four-year vesting schedule, with 25% of the option shares vesting on January 10, 2020 and 1/48th of the shares vesting monthly thereafter, subject to the option holder’s continuous service through each vesting date.
(6)This award relates to a Volta Option that was amended to provide for immediate exercisability in December 2020.
(7)These option shares are part of a Volta Option originally covering a total of 190,000 shares of Volta Class B Common Stock. The Volta Option is fully vested.
(8)This award covers shares of Volta Class B Common Stock.
(9)The Volta Option was fully vested on the date of grant.
(10)Represents shares of Volta Class A Common Stock underlying an RSU. The RSU will vest based on the achievement of specified stock price targets on or before August 26, 2026; provided that, any shares subject to the RSU which have not vested on or before August 26, 2026 shall no longer be eligible to vest and shall automatically be forfeited and returned to the Plan.
(11)Represents shares of Volta Class A Common Stock underlying an RSU. The RSU will vest on the date the Company achieves $239 million in annual revenue (the “Revenue Target”), subject to the holder continuing to remain a service provider through such date; provided, however, that if the Revenue Target is not met by December 31, 023, all shares underlying the RSU will be automatically forfeited.
(12)Represents shares of Volta Class B Common Stock subject to a right of repurchase in favor of the Company. The repurchase right will lapse as to 25% of the total number of shares on August 6, 2019, and as to 1/48th of the total number of shares on each monthly anniversary thereafter, subject to the holder’s continued service through each vesting date.
(13)Represents shares of Volta Class B Common Stock subject to a right of repurchase in favor of the Company. The repurchase right will lapse as to 25% of the total number of shares on October 3, 2020 and as to 1/48th of the total number of shares on each monthly anniversary thereafter, subject to the holder’s continued service through each vesting date.
(14)Represents shares of Volta Class B Common Stock subject to a right of repurchase in favor of the Company. The repurchase right will lapse as to 25% of the total number of shares on February 1, 2020 and as to 1/48th of the total number of shares on each monthly anniversary thereafter, subject to the holder’s continued service through each vesting date.
(15)Represents shares of Volta Class B Common Stock subject to a right of repurchase in favor of the Company. The repurchase right will lapse as to 25% of the total number of shares on January 10, 2019 and as to 1/48th of the total number of shares on each monthly anniversary thereafter, subject to the holder’s continued service through each vesting date.
(16)Represents shares of Volta Class A Common Stock underlying an RSU. The RSU will vest as to 1/3 of the total number of shares on November 15, 2022, and 1/12th of the total number of shares will vest on each quarterly anniversary thereafter, subject to the named executive officer’s continued service through each vesting date.
(17)These option shares are part of a Volta Option originally covering a total of 500,000 shares of Volta Class B Common Stock. The Volta Option is subject to a four-year vesting schedule, with 25% of the option shares vesting on April 19, 2022 and 1/48th of the shares vesting monthly thereafter, subject to the option holder’s continuous service through each vesting date. As of March 31, 2022, 0 shares subject to the Volta Option are vested.
Additional Narrative Disclosure
Retirement Benefits
Volta currently maintains a retirement plan intended to provide benefits under section 401(k) of the Code where employees, including the named executive officers, are allowed to contribute portions of their base compensation to a tax-qualified retirement account. Volta matches 100% of contributions of up to 4% of the employee’s salary. The contributions made on behalf of the named executive officers for fiscal years 2020 and 2021 are disclosed above in the notes to the Summary Compensation Table.
Potential Payments on Termination or Change in Control
The following discussion describes the amounts and benefits that would have been owed to the named executive officers in the event of certain terminations of employment or change in control as of the end of fiscal year 2021 under the employment agreements and Carve-Out Plan (as defined below).
Employment Agreements. Each of the named executive officers has entered into an employment agreement with Volta as described above in the section titled “Narrative Disclosure to Summary Compensation Table.” Each employment agreement with Volta’s named executive officers provides for an initial term that continues until the one-year anniversary of the effective date of the agreement and shall thereafter automatically renew for successive additional one-year terms unless Volta or the named executive officer provides at least 90 days’ written notice of their intent not to renew the agreement; provided however, the named executive officer’s employment shall continue to be at-will and Volta or the named executive officer may terminate the named executive officer’s employment earlier at any time, for any reason, with or without cause and with or without notice.
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Volta may terminate any of the employment agreements with the named executive officers immediately for “cause” (as defined in the applicable employment agreement). If the employment of a named executive officer is terminated by Volta without “cause” or terminates as a result of his death or disability, or the named executive officer resigns for “good reason” (as defined in the applicable employment agreement), the named executive officer will be entitled to receive the following severance benefits, subject to his execution of a release of claims in favor of Volta, its affiliates and any of their present, former and future owners, members, directors, officers, shareholders, employees, agents, servants, representatives, attorneys, predecessors, successors and assigns: (i) continued payment of his base salary for the lesser of the balance of the term of the agreement or six months following his termination date, (ii) acceleration of all outstanding unvested equity awards, (iii) any unpaid annual bonus for the completed fiscal year prior to the termination date, which bonus will be paid at the same time bonuses are paid to other senior executives and (iv) reimbursement or payment of COBRA premiums charged for coverage that exceeds the amount paid for similar coverage by active employees for up to twelve months following the named executive officer’s termination date.
Pursuant to each of the employment agreements with the named executive officers, the named executive officer is also entitled to full acceleration of all outstanding unvested equity awards if Volta consummates a “change of control” (as defined in the applicable employment agreement) during the term of the agreement.
Executive Compensation Arrangements
This section describes the plans and arrangements Volta maintains for the benefit of its employees, including the named executive officers.
Volta Equity Incentive Plan. The Volta Equity Incentive Plan facilitates the grant of equity awards to attract, retain and incentivize employees (including the named executive officers), independent contractors and directors of Volta and its affiliates, which is essential to Volta’s long term success.
Volta Founder Incentive Plan. The Volta Founder Plan facilitated the grant of equity awards to Mr. Mercer and Mr. Wendel.
Volta 2021 Employee Stock Purchase Plan. The 2021 Employee Stock Purchase Plan allows employees of Volta and its affiliates to purchase shares of Volta Class A Common Stock at a discount through payroll deductions and to benefit from stock price appreciation, thus enhancing the alignment of employee and stockholder interests.
Director Compensation
In November 2021, the compensation committee of the Volta Board, comprised solely of independent directors, recommended to the Board for approval a compensation policy for non-employee directors (the “Director Compensation Policy”) after consideration of market data and based on the recommendation of its independent compensation consultant. Our Board approved the Director Compensation Policy. The Director Compensation Policy consists of cash compensation and equity awards as described below in the section titled “Non-Employee Director Compensation Arrangements.”
The following table sets forth information concerning the compensation of our non-employee directors for 2021. Neither Mr. Mercer nor Mr. Wendel received any additional compensation for service as a director for 2021.
| Name | Fees Earned or Paid in Cash | Total | ||||||||||||
Eli Aheto | $ | 27,826 | $ | 27,826 | ||||||||||
Vincent T. Cubbage | $ | 27,826 | $ | 27,826 | ||||||||||
Martin Lauber | $ | 25,217 | $ | 25,217 | ||||||||||
Katherine Savitt | $ | 35,652 | $ | 35,652 | ||||||||||
Bonita Stewart | $ | 25,217 | $ | 25,217 | ||||||||||
John Tough | $ | 29,565 | $ | 29,565 | ||||||||||
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Narrative Disclosure to Director Compensation Table
For 2021, the compensation program for Volta’s non-employee directors consisted of cash compensation. Ms. Savitt received additional cash compensation of $10,435 for her service as chairperson of the Volta Board.
Cash Compensation
In 2021, each of Volta’s non-employee directors received cash compensation of $20,870 for their service on the Volta Board, in accordance with the Director Compensation Policy.
In accordance with the Director Compensation Policy, the following non-employee directors received additional cash compensation for their service on certain committees of the Volta Board: (i) Mr. Aheto received $6,957 for his service as chair of the audit committee, (ii) Mr. Cubbage and Mr. Tough each received $3,478 for their service on the audit committee, (iii) Mr. Tough received $5,217 for his service as chair of the compensation committee, (iv) Mr. Lauber, Ms. Savitt and Ms. Stewart each received $2,609 for their service on the compensation committee, (v) Mr. Cubbage received $3,478 for his service as chair of the nominating and corporate governance committee, and (vi) Mr. Lauber, Ms. Savitt and Ms. Stewart each received $1,739 for their service on the nominating and corporate governance committee.
Non-Employee Director Compensation Arrangements
Volta has a non-employee director compensation policy designed to attract and retain high quality non-employee directors by providing competitive compensation and to align their interests with the interests of Volta stockholders through equity awards.
Specifically, the policy provides for the following annual cash retainers, which are payable quarterly in arrears and pro-rated for partial quarters of service:
Annual Board Member Service Retainer
•All Outside Directors: $60,000
•Outside Director serving as Chairperson or Lead Outside Director: $30,000 (in addition to above)
Annual Committee Member Service Retainer
•Member of the Audit Committee: $10,000
•Member of the Compensation Committee: $7,500
•Member of the Nominating and Corporate Governance Committee: $5,000
Annual Committee Chair Service Retainer (in lieu of Annual Committee Member Service Retainer)
•Chairperson of the Audit Committee: $20,000
•Chairperson of the Compensation Committee: $15,000
•Chairperson of the Nominating and Corporate Governance Committee: $10,000
Equity Compensation
As described below, non-employee directors will receive equity awards under the Volta Equity Incentive Plan annually and upon their initial appointment to the Volta Board, as follows:
a.Upon initial election or appointment to the Volta Board, a stock option or RSU award, as determined by the Volta Board, with a grant date value of $200,000, which will vest in three equal annual installments beginning on the first anniversary of the date of grant, subject to the non-employee director’s continuous service through each applicable vesting date; and
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b.At each annual stockholder meeting following the non-employee director’s appointment to the Volta Board and such director’s service on the Volta Board for a minimum of six months, an additional stock option or RSU award, as determined by the Volta Board, with a grant date value of $150,000, which will vest in full upon the earlier of the first anniversary of the date of grant or the next annual stockholder meeting, subject to the non-employee director’s continuous service through the applicable vesting date.
Notwithstanding the foregoing, for each non-employee director who remains in continuous service as a member of the Volta Board until immediately prior to the consummation of a “change in control” (as defined in the Volta Equity Incentive Plan), any unvested portion of an equity award granted in consideration of such non-employee director’s service as a member of the Volta Board will vest in full immediately prior to, and contingent upon, the consummation of such change in control.
The Volta Board will also have discretion to grant additional equity awards to certain outside directors for services to Volta that exceed the standard expectations for an outside director or for other circumstances determined to be appropriate by the Volta Board. Volta will also reimburse directors for their reasonable out-of-pocket expenses in connection with attending board and committee meetings.
Director Options
Volta’s non-employee directors held the following aggregate number of stock options as of December 31, 2021:
| Name | Shares Subject to Outstanding Stock Options | |||||||
Eli Aheto | 212,362 | |||||||
Vincent T. Cubbage | — | |||||||
Martin Lauber | 156,744 | |||||||
Katherine Savitt | 394,387 | |||||||
Bonita Stewart | 212,362 | |||||||
John Tough | 242,700 | |||||||
Certain of Volta’s non-employee directors are affiliated with entities which hold Volta securities. See “Beneficial Ownership of Securities” and “Certain Relationships and Related Party Transactions - Volta’s Related Party Transactions” contained elsewhere in this prospectus for further information.
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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than compensation and indemnification arrangements for our directors and executive officers, which are described elsewhere in this prospectus, the following is a description of each transaction since January 1, 2018 and each currently proposed transaction in which:
•we, Tortoise Corp II or Legacy Volta have been or are to be a participant;
•the amounts involved exceeded or exceeds $120,000; and
•any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.
Stockholder Support Agreement
On February 7, 2021, Tortoise Corp II, Legacy Volta and certain shareholders of Legacy Volta entered into a Stockholder Support Agreement (the “Stockholder Support Agreement”) pursuant to which such shareholders agreed to vote all of their shares of Legacy Volta Common Stock and Legacy Volta Preferred Stock in favor of the approval and adoption of the Reverse Recapitalization. Under the Stockholder Support Agreement, the shareholders agreed to execute and deliver a written consent with respect to their outstanding shares in favor of the approval and adoption of the Merger Agreement and the Reverse Recapitalization within forty-eight hours of Tortoise Corp II’s registration statement on Form S-4 becoming effective. In addition, the Stockholder Support Agreement prohibited the shareholders from engaging in activities that have the effect of soliciting a competing acquisition proposal. The Stockholder Support Agreement terminated as of the Effective Time of the Reverse Recapitalization pursuant to the terms thereof.
Amended and Restated Registration Rights Agreement
In connection with the Closing, that certain Registration Rights Agreement, dated September 10, 2020, among Tortoise Corp II and certain persons and entities holding securities of Tortoise Corp II (the “IPO Registration Rights Agreement”), was amended and restated and Tortoise Corp II, certain persons and entities holding securities of Tortoise Corp II prior to the Closing (the “Initial Holders”) and certain persons and entities receiving Volta Class A Common Stock or instruments exercisable for Volta Class A Common Stock in connection with the Reverse Recapitalization (the “New Holders” and, together with the Initial Holders, the “Registration Rights Holders”) entered into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”).
Pursuant to the A&R Registration Rights Agreement, Volta agreed that, within 30 calendar days after the consummation of the Reverse Recapitalization, Volta will file with the SEC (at Volta’s sole cost and expense) a registration statement registering the resale of certain securities held by or issuable to the Registration Rights Holders (the “Resale Registration Statement”), and Volta will use its commercially reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain circumstances, certain of the Registration Rights Holders can demand up to three underwritten offerings, and all of the Registration Rights Holders will be entitled to customary piggyback registration rights. The A&R Registration Rights Agreement does not provide for the payment of any cash penalties by Volta if it fails to satisfy any of its obligations under the A&R Registration Rights Agreement.
Lock-Up Arrangements
On February 7, 2021, the Founders of Volta entered into the Lock-Up Agreement (the “Lock-Up Agreement”) with Tortoise Corp II and Volta, pursuant to which they agreed, subject to certain customary exceptions, not to effect any (a) direct or indirect sale, assignment, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment, pledge, hypothecation, disposition, loan or other transfer, with respect to any shares of Volta Class A Common Stock or Volta Class B Common Stock held by them immediately after the Effective Time, including any shares of Volta Class A Common Stock or Volta Class B Common Stock issuable upon the exercise of Volta Options or Volta Warrants to purchase shares of Volta Class A
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Common Stock or Volta Class B Common Stock held by them immediately following the Closing or (b) publicly announce any intention to effect any transaction specified in clause (a), in each case, until the date that is the earlier of (i) one year after the Closing Date and (ii) the earlier to occur of, subsequent to the Closing Date, (x) the first date on which the last reported sale price of the Volta Class A Common Stock equals or exceeds $12.00 per share (as equitably adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing and (y) the date on which there is consummated a subsequent liquidation, merger, share exchange or other similar transaction which results in all of Volta’s stockholders having the right to exchange their shares of Volta Class A Common Stock for cash, securities or other property.
See “Pre-Reverse Recapitalization Related Party Transactions of Tortoise Corp II — Letter Agreement” below for lock-up restrictions on holders of the Founder Shares and Private Warrants.
Additionally, the Volta Bylaws include transfer restrictions on our securities issued to Legacy Volta stockholders in connection with the Reverse Recapitalization for a period of six months after the Closing.
Pre-Reverse Recapitalization Related Party Transactions of Tortoise Corp II
Founder Shares
In July 2020, 7,187,500 Founder Shares were issued to Tortoise Sponsor II LLC ("Sponsor") in exchange for the payment of $25,000 of expenses on Tortoise Corp II’s behalf. In September 2020, Tortoise Corp II effected a share capitalization with respect to its Class B Ordinary Shares of 1,437,500 shares thereof, resulting in the Sponsor holding an aggregate of 8,625,000 Founder Shares. In connection with the Initial Public Offering, the Sponsor transferred 35,000 Founder Shares to each of Juan J. Daboub, Karin M. Leidel and Sidney L. Tassin (collectively, the “Independent Directors”). The Founder Shares were identical to the Class A Ordinary Shares included in the Units sold in the Initial Public Offering except that the Founder Shares are Class B Ordinary Shares which automatically converted into Class A Ordinary Shares at the time of the Reverse Recapitalization and are subject to certain transfer restrictions, as described in more detail below.
The holders of the Founder Shares have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (a) one year after the completion of the Reverse Recapitalization and (b) subsequent to the Reverse Recapitalization, (i) if the last reported sale price of the Volta Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the Reverse Recapitalization, or (ii) the date on which Tortoise Corp II completes a liquidation, merger, share exchange or other similar transaction that results in all of Tortoise Corp II’s shareholders having the right to exchange their Volta Class A Common Stock for cash, securities or other property.
Private Placement Warrants
Simultaneously with the closing of the Initial Public Offering, Tortoise Corp II completed the Private Placement of the Private Warrants to an affiliate of the Sponsor, generating gross proceeds of approximately $8.9 million. Each Private Warrant is exercisable for one share of Volta Class A Common Stock at an exercise price of $11.50 per share. A portion of the proceeds from the sale of the Private Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. The Private Warrants are non-redeemable for cash and exercisable on a cashless basis.
The affiliate of the Sponsor and Tortoise Corp II’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Warrants until 30 days after the completion of the Reverse Recapitalization.
Related Party Notes
On July 29, 2020, the Sponsor agreed to loan Tortoise Corp II funds to cover expenses related to the Initial Public Offering pursuant to an unsecured promissory note (the “Note”). The Note was non-interest bearing and
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payable on the earlier of 180 days and the closing of the Initial Public Offering. Tortoise Corp II borrowed approximately $181,000 under the Note and repaid the Note in full on September 21, 2020.
Administrative Services Agreement
Pursuant to an Administrative Services Agreement between Tortoise Corp II and Tortoise Capital Advisors, L.L.C. (“Tortoise Capital Advisors”), an affiliate of the Sponsor, dated September 10, 2020 (the “Administrative Services Agreement”), Tortoise Corp II agreed to pay Tortoise Capital Advisors a total of $10,000 per month for office space, utilities and administrative support. Tortoise Corp II incurred $30,000 and $60,000 for expenses in connection with the Administrative Services Agreement for the three months and six months ended June 30, 2021, respectively. No amounts were due as of June 30, 2021 and December 31, 2020. The agreement terminated upon the consummation of the Reverse Recapitalization.
Forward Purchase Agreement
Tortoise Corp II entered into a forward purchase agreement (the “Forward Purchase Agreement”) pursuant to which Tortoise Corp II may elect, in its sole and absolute discretion, to offer CIBC National Trust Company (“CIBC National Trust”) the opportunity to purchase forward purchase units, consisting of one Class A ordinary share of Tortoise Corp II (the “Forward Purchase Shares”) and one-fourth of one redeemable warrant (the “Forward Purchase Warrants”), where each whole redeemable warrant is exercisable to purchase one Class A ordinary share of Tortoise Corp II at an exercise price of $11.50 per share (the “Forward Purchase Units”), and, if CIBC National Trust accepts such offer, it commits to purchase at least a minimum aggregate amount equal to either (a) 10% of the gross proceeds from a private placement that may close simultaneously with the closing of the Initial Reverse Recapitalization or (b) 10% of the gross proceeds from the Initial Public Offering (the “Minimum Aggregate Amount”), and up to $100,000,000 of Forward Purchase Units at a price per unit equal to the public offering price (the “Maximum Aggregate Amount”). The Forward Purchase Shares are identical to the Class A Ordinary Shares included in the Units sold in the Initial Public Offering and the Forward Purchase Warrants will have the same terms as the Public Warrants, except the Forward Purchase Shares and the Forward Purchase Warrants will be subject to transfer restrictions and certain registration rights. The funds from the sale of the Forward Purchase Units may be used as part of the consideration to the sellers in the Initial Reverse Recapitalization, and any excess funds may be used for the working capital needs of the post-transaction company. The Forward Purchase Agreement is subject to conditions, including CIBC National Trust specifying the amount of Forward Purchase Units between the Minimum Aggregate Amount and Maximum Aggregate Amount (the “Specified Amount”) it wishes to purchase after Tortoise Corp II notifies CIBC National Trust of its intention to offer CIBC National Trust the opportunity to purchase Forward Purchase Units. Tortoise Corp II may specify, in its sole and absolute discretion and at any time prior to or after CIBC National Trust has indicated its Specified Amount, an amount below the Specified Amount that Tortoise Corp II is willing to sell to CIBC National Trust. CIBC National Trust may choose to accept Tortoise Corp II’s offer to purchase the Forward Purchase Units entirely within CIBC National Trust’s sole discretion. Accordingly, if CIBC National Trust does not accept Tortoise Corp II’s offer to purchase the Forward Purchase Units, it will not be obligated to purchase the Forward Purchase Units. On February 8, 2021, and in connection with CIBC National Trusts entering into of a subscription agreement to purchase shares of Volta Class A Common Stock in the PIPE Financing, Tortoise Corp II delivered a notice to CIBC National Trust stating that Tortoise Corp II will not elect to offer CIBC National Trust the opportunity to purchase Forward Purchase Units pursuant to the Forward Purchase Agreement.
Letter Agreement
The Founder Shares, Private Warrants and any Volta Class A Common Stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to a letter agreement entered into by the Sponsor and Tortoise Corp II’s officers and directors. This letter agreement provides that the Founder Shares may not be transferred, assigned or sold until the earlier of (x) one year after the Closing or earlier if, subsequent to the Closing, the last sale price of Volta’s Class A Common Stock equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing, or (y) the date on which we complete a
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liquidation, merger, share exchange, reorganization or other similar transaction after the Closing that results in all of Volta’s stockholders having the right to exchange their shares for cash, securities or other property.
The letter agreement provides that the Private Warrants may not be transferred, assigned or sold until 30 days following the Closing.
Pre-Reverse Recapitalization Related Party Transactions of Legacy Volta
Equity Financings
Legacy Volta Series D and D-1 Preferred Stock
Between December 2020 and February 2021, Legacy Volta sold an aggregate of 13,266,042 shares of Legacy Volta Series D Preferred Stock at a per-share issuance price of $7.3809 to accredited investors for an aggregate purchase price of approximately $97.9 million. In December 2020, Legacy Volta also issued an aggregate of 8,283,574 shares of Legacy Volta Series D-1 Preferred Stock at a per-share issuance price of $3.7731 through the conversion of certain promissory notes for an aggregate value of approximately $31.2 million. Each outstanding share of Legacy Volta Series D Preferred Stock and Legacy Series D-1 Preferred Stock converted into shares of Legacy Volta Class B Common Stock immediately prior to the Effective Time as part of the Conversion in connection with the Reverse Recapitalization.
The following table summarizes issuances of shares of Legacy Volta Series D Preferred Stock and Legacy Volta Series D-1 Preferred Stock to Legacy Volta’s directors, executive officers or holders of more than 5% of Legacy Volta’s capital stock or their respective affiliated entities.
Name of Stockholder(1) | No. of Shares (Series D) | No. of Shares (Series D-1) | Aggregate Purchase Price ($) | |||||||||||||||||
Virgo Hermes, LLC*(2) | — | 1,386,686 | 5,232,110 | |||||||||||||||||
Entities affiliated with Energize Ventures*(3) | 1,923,883 | 841,806 | 17,376,207 | |||||||||||||||||
Carolyn Magill(4) | — | 26,979 | 101,797 | |||||||||||||||||
Pacific Premier Trust Custodian FBO Eli Aheto IRA(5) | 34,001 | — | 250,958 | |||||||||||||||||
Entities affiliated with Martin Lauber(6) | 812,908 | — | 5,999,993 | |||||||||||||||||
Bauer Family Investments LLC(7) | — | 54,249 | 204,690 | |||||||||||||||||
The Bonita K Coleman Living Trust(8) | — | 54,377 | 205,173 | |||||||||||||||||
| Activate Capital Partners, LP* | — | 412,073 | 1,554,795 | |||||||||||||||||
__________________
*Owner of more than 5% of Legacy Volta capital stock.
(1)Additional details regarding these stockholders and their equity holdings are provided in this prospectus under the section “Principal Securityholders.”
(2)Virgo Hermes, LLC was, at the time of the Legacy Volta’s Series D private financing round (the “Legacy Volta Series D Financing”), an affiliate of Eli Aheto, a member of Legacy Volta’s board of directors.
(3)Consists of (i) 1,354,847 shares of Legacy Volta Series D Preferred Stock held by Energize Growth Fund I LP, (ii) 569,036 shares of Legacy Volta Series D Preferred Stock held by EV Volta SPV LLC and (iii) 841,806 shares of Legacy Volta Series D-1 Preferred Stock held by Energize Ventures Fund LP. Each of Energize Growth Fund I LP, EV Volta SPV LLC and Energize Ventures Fund LP is an affiliate of John Tough, a member of Legacy Volta’s board of directors.
(4)Carolyn Magill is the spouse of Eli Aheto, a member of Legacy Volta’s board of directors.
(5)Pacific Premier Trust Custodian FBO Eli Aheto IRA is an affiliate of Eli Aheto, a member of Legacy Volta’s board of directors.
(6)Consists of (i) 135,484 shares of Legacy Volta Series D Preferred Stock held by 19Y Ventures VI, LLC and (ii) 677,424 shares of Legacy Volta Series D Preferred Stock held by 19Y Ventures VI-2, LLC. Each of 19Y Ventures VI, LLC and 19Y Ventures VI-2, LLC is an affiliate of Martin Lauber, a member of Legacy Volta’s board of directors.
(7)Bauer Family Investments LLC is an affiliate of Christopher Wendel, a member of Legacy Volta’s board of directors and an executive officer of Legacy Volta.
(8)The Bonita K Coleman Living Trust is an affiliate of Bonita Stewart, a member of Legacy Volta’s board of directors.
Stock Transfers
On December 30, 2020, Scott Mercer, a director, executive officer and holder of more than 5% of Legacy Volta’s capital stock, sold an aggregate of 427,844 shares of Legacy Volta Class B Common Stock to EV Volta SPV
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LLC, an entity affiliated with John Tough, one of Legacy Volta’s directors, at a purchase price of $7.01 per share, for an aggregate purchase price of $3.0 million. In addition, Christopher Wendel, a director, executive officer and holder of more than 5% of Legacy Volta’s capital stock, sold an aggregate of 142,615 shares of Legacy Volta Class B Common Stock to EV Volta SPV LLC at a purchase price of $7.01 per share, for an aggregate purchase price of $1.0 million.
On December 31, 2020, Scott Mercer also sold an aggregate of 285,229 shares of Legacy Volta Class B Common Stock to 19Y Ventures VI, LLC, an entity affiliated with Martin Lauber, one of Legacy Volta’s directors, at a purchase price of $7.01 per share, for an aggregate purchase price of $2.0 million.
Related Party Loans
In October 2015, Legacy Volta made loans to each of Scott Mercer and Christopher Wendel in the amounts of $150,000 and $105,000, respectively, to enable the purchase of 500,000 shares and 350,000 shares, respectively, of Legacy Volta Class A Common Stock pursuant to restricted stock purchase agreements with such directors and executive officers. The loans were interest-bearing at a rate of 2.3% per annum and were secured by a pledge of such shares of Legacy Volta Class A Common Stock. The amounts outstanding under each of the loans were repaid in full at or prior to the Closing of the Reverse Recapitalization.
In December 2016, Legacy Volta made loans of $342,000 to each of Scott Mercer and Christopher Wendel to enable the purchase of 900,000 shares of Legacy Volta Class B Common Stock each pursuant to the Legacy Volta Option Plan. The loans were interest-bearing at a rate of 2.26% per annum and were secured by a pledge of such shares of Legacy Volta Class B Common Stock. The amounts outstanding under each of the loans were repaid in full at or prior to the Closing of the Reverse Recapitalization.
In December 2020, Legacy Volta made loans to certain of its directors and executive officers in the amounts set forth in the table below to enable such directors and executive officers to exercise certain outstanding Legacy Volta Options to purchase shares of Legacy Volta Class A Common Stock and Legacy Volta Class B Common Stock, as applicable. The loans were interest-bearing at a rate of 3.25% per annum and were secured by a pledge of shares of Legacy Volta Class A Common Stock and Legacy Volta Class B Common Stock in the amounts detailed below. All of such loans were repaid in full at or prior to the Closing of the Reverse Recapitalization.
| Pledged Shares | ||||||||||||||||||||
| Name | Principal Amount | Legacy Volta Class A Common Stock | LegacyVolta Class B Common Stock | |||||||||||||||||
| Scott Mercer | $ | 3,061,433 | 1,236,015 | 1,577,322 | ||||||||||||||||
| Christopher Wendel | 2,810,570 | 605,686 | 2,159,552 | |||||||||||||||||
| Andrew B. Lipsher | 1,278,392 | 177,266 | 1,296,041 | |||||||||||||||||
| Debra A. Crow | 987,915 | 57,182 | 966,309 | |||||||||||||||||
| James S. DeGraw | 540,565 | — | 449,665 | |||||||||||||||||
| Praveen K. Mandal | 365,178 | — | 306,552 | |||||||||||||||||
| Nadya Kohl | 195,000 | — | 150,000 | |||||||||||||||||
In February 2021, Legacy Volta made additional loans to certain of its directors and executive officers in the amounts set forth in the table below to facilitate the satisfaction of the recipients’ tax withholding obligations associated with the grant of vested shares of Legacy Volta restricted stock to such recipients. The loans were interest-bearing at a rate of 3.25% per annum and were secured by a pledge of shares of Legacy Volta Class B Common Stock in the amounts detailed below. All of such loans were repaid in full at or prior to the Closing of the Reverse Recapitalization.
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| Name | Principal Amount | Pledged Shares (Legacy Volta Class B Common Stock) | ||||||||||||
| Scott Mercer | $ | 5,113,961 | 2,089,037 | |||||||||||
| Christopher Wendel | 3,790,221 | 1,548,293 | ||||||||||||
Consulting Agreements
2Predict, Inc.
Praveen Mandal, who has served as Legacy Volta’s Chief Technology Officer since October 2019, also served as the Chief Executive Officer of 2Predict, Inc. (“2Predict”) until April 2021.
In February 2021, Legacy Volta entered into a Master Services Agreement with 2Predict, pursuant to which 2Predict agreed to develop data models for Legacy Volta for a term of at least one year. As of December 31, 2020, Legacy Volta has made payments of $773,632 to 2Predict under such agreements.
In April 2021, Legacy Volta entered into an Asset Purchase Agreement with 2Predict, pursuant to which Legacy Volta acquired certain assets of 2Predict for purchase consideration of $200,000 and 150,134 Class B common shares of Volta Industries, Inc. Mr. Mandal also signed a revised employment agreement as a full-time employee of Legacy Volta.
Energize Ventures
In connection with the Legacy Volta Series D Financing, Legacy Volta issued warrants to purchase 381,679 shares of Legacy Volta Class B Common Stock at an exercise price of $1.31 per share in March 2020 to Energize Ventures LLC (“Energize Ventures”), as consideration for certain consulting services provided by Energize Ventures (or its predecessor entity) to Legacy Volta. John Tough, who serves as a member of Legacy Volta’s board of directors, is a Managing Partner of Energize Ventures.
Activate Capital Partners LP
In December 2020, in connection with the Legacy Volta Series D Financing, Legacy Volta issued Activate Capital Partners LP, a holder of more than 5% of Legacy Volta’s capital stock, warrants to purchase 150,000 shares of Legacy Volta Class B Common Stock at an exercise price of $0.01 per share, as consideration for certain consulting services provided by Activate Capital Partners LP to Legacy Volta.
Amended and Restated Investors’ Rights Agreement
In December 2020, Legacy Volta entered into an amended and restated investors’ rights agreement (the “Investors’ Rights Agreement”) with certain holders of Legacy Volta’s capital stock including certain directors, officers and holders of 5% or more of Legacy Volta’s capital stock. In particular, each of Scott Mercer, Christopher Wendel, Bonita Stewart, Debra Crow, John Tough and Eli Aheto and each of Virgo Hermes, LLC, Activate Capital Partners LP, 19Y Ventures VI, LLC and 19Y Ventures VI-2, LLC are parties to the Investors’ Rights Agreement. Pursuant to the Investors’ Rights Agreement, the parties thereto have agreed to certain transfer restrictions relating to their equity interests in Legacy Volta and eligible holders of Legacy Volta’s capital stock received certain registration rights, information rights and pre-emptive rights relating to certain future equity issuances by Legacy Volta, each in accordance with the terms thereof. The Investors’ Rights Agreement terminated in accordance with its terms at the Closing.
Voting Agreement
In December 2020, Legacy Volta entered into an amended and restated voting agreement (the “Voting Agreement”) with certain holders of Legacy Volta’s capital stock including certain directors, officers and holders of 5% or more of Legacy Volta’s capital stock. In particular, each of Scott Mercer, Christopher Wendel, Bonita Stewart, Debra Crow, John Tough and Eli Aheto and each of Virgo Hermes, LLC, Activate Capital Partners LP,
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19Y Ventures VI, LLC and 19Y Ventures VI-2, LLC are parties to the Voting Agreement. Pursuant to the Voting Agreement, the parties thereto have agreed to vote their interests in Legacy Volta in favor of the composition of the Legacy Volta Board as set forth in the Voting Agreement and agreed to be subject to customary drag-along rights in connection with certain prospective sale transactions, each in accordance with the terms thereof. The Voting Agreement terminated in accordance with its terms at the Closing.
Amended and Restated Right of First Refusal and Co-Sale Agreement
In December 2020, Legacy Volta entered into an amended and restated right of first refusal and co-sale agreement (the “ROFR and Co-Sale Agreement”) with certain holders of Legacy Volta’s capital stock including certain directors, officers and holders of 5% or more of Legacy Volta’s capital stock. In particular, each of Scott Mercer, Christopher Wendel, Bonita Stewart, Debra Crow, John Tough and Eli Aheto and each of Virgo Hermes, LLC, Activate Capital Partners LP, 19Y Ventures VI, LLC and 19Y Ventures VI-2, LLC are parties to the ROFR and Co-Sale Agreement. Pursuant to the ROFR and Co-Sale Agreement, certain parties thereto have agreed to grant Legacy Volta a right of first refusal on certain transfers of Legacy Volta’s equity securities, with other investors party thereto entitled to a secondary right of first refusal and a right of co-sale on transfers by other applicable holders, subject to certain exceptions, each in accordance with the terms thereof. The ROFR and Co-Sale Agreement terminated in accordance with its terms at the Closing.
Indemnification Agreements
The Volta Charter contains provisions limiting the liability of directors, and the Volta Bylaws provide that Volta will indemnify each of its directors to the fullest extent permitted under Delaware law. Our charter documents also provide the Volta Board with discretion to indemnify officers and employees when determined appropriate by the Volta Board.
Volta has entered into indemnification agreements with each of its directors, officers and certain other key employees. The indemnification agreements provide that Volta will indemnify each of its directors, executive officers and other key employees against any and all expenses incurred by such director, executive officer or other key employee because of his or her status as one of Volta’s directors, executive officers or other key employees, to the fullest extent permitted by Delaware law and our charter documents. In addition, the indemnification agreements provide that, to the fullest extent permitted by Delaware law, Volta will advance all expenses incurred by its directors, executive officers, and other key employees in connection with a legal proceeding involving his or her status as a director, executive officer or key employee. For more information regarding these indemnification agreements, see the section entitled “Description of Securities.”
Related Party Transactions Policy
Volta has adopted a written related party transaction policy. The policy provides that officers, directors, holders of more than 5% of any class of Volta’s voting securities and any member of the immediate family of and any entity affiliated with any of the foregoing persons will not be permitted to enter into a related-party transaction with Volta without the prior consent of the audit committee, or other independent members of the Volta Board in the event it is inappropriate for the audit committee to review such transaction due to a conflict of interest. Any request for Volta to enter into a transaction with an executive officer, director, principal stockholder or any of their immediate family members or affiliates, in which the amount involved exceeds $120,000, must first be presented to the audit committee for review, consideration and approval. In approving or rejecting the proposed transactions, the audit committee will take into account all of the relevant facts and circumstances available.
All of the transactions described in this section were entered into prior to the adoption of this policy.
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PRINCIPAL SECURITYHOLDERS
The following table sets forth information regarding the beneficial ownership of shares of Volta Common Stock as of May 16, 2022 by:
•each person known by Volta to be the beneficial owner of more than 5% of the Volta Common Stock;
•each of Volta’s executive officers and directors; and
•all executive officers and directors of Volta as a group.
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days.
The beneficial ownership of the Volta Common Stock is based on 167,634,069 shares of Volta Common Stock outstanding as of May 16, 2022, comprised of 167,238,734 shares of Volta Class A Common Stock and 395,335 shares of Volta Class B Common Stock outstanding as of May 16, 2022. Shares of Volta Common Stock that may be acquired by an individual or group within 60 days of May 16, 2022 pursuant to the exercise of options or warrants that are currently exercisable or exercisable within 60 days of May 16, 2022 are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table.
Unless otherwise indicated, we believe that all persons named in the table below have sole voting and investment power with respect to all shares of voting common stock beneficially owned by them.
Unless otherwise indicated, the address for each Volta stockholder listed is: 155 De Haro Street San Francisco, CA 94103.
| Name and Address of Beneficial Owners | Number of shares of Class A Common Stock | % | Number of shares of Class B Common Stock | % | % of Total Voting Power | |||||||||||||||||||||||||||
| Five Percent Holders | ||||||||||||||||||||||||||||||||
Entities Affiliated with Energize Ventures(1) | 12,813,274 | 7.7 | % | — | — | 7.5 | % | |||||||||||||||||||||||||
TortoiseEcofin Borrower LLC(2) | 9,818,890 | 5.9 | % | — | — | 5.7 | % | |||||||||||||||||||||||||
Virgo Hermes, LLC(3) | 16,222,891 | 9.7 | % | — | — | 9.5 | % | |||||||||||||||||||||||||
| Current Directors and Named Executive Officers | ||||||||||||||||||||||||||||||||
Scott Mercer(4) | 15,563,284 | 9.3 | % | — | — | % | 9.1 | % | ||||||||||||||||||||||||
Christopher Wendel(5) | 11,002,636 | 6.6 | % | — | — | % | 6.4 | % | ||||||||||||||||||||||||
Francois Chadwick(6) | 176,971 | * | — | — | * | |||||||||||||||||||||||||||
Eli Aheto(7) | 253,623 | * | — | — | * | |||||||||||||||||||||||||||
Vincent T. Cubbage(8) | 1,473,960 | * | — | — | * | |||||||||||||||||||||||||||
Martin Lauber(9) | 1,661,252 | 1.0 | % | — | — | 1.0 | % | |||||||||||||||||||||||||
Katherine J. Savitt(10) | 394,387 | * | — | — | * | |||||||||||||||||||||||||||
Bonita Stewart(11) | 160,371 | * | — | — | * | |||||||||||||||||||||||||||
John J. Tough(1)(12) | 12,813,274 | 7.7 | % | — | — | 7.5 | % | |||||||||||||||||||||||||
All Directors and Named Executive Officers as a Group (10 Individuals)(13) | 44,232,426 | 26.1 | % | — | — | % | 25.5 | % | ||||||||||||||||||||||||
__________________
*Less than one percent.
(1)Consists of (i) 8,414,566 shares held by Energize Ventures Fund LP (“EVF”); (ii) 1,644,107 shares held by Energize Growth Fund I LP (“EGF”), (iii) 1,848,507 shares held by EV Volta SPV LLC (“Volta SPV” and, together with EVF and EGF, the “Energize Funds”) and (iv)
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663,394 shares issuable upon exercise of warrants. John Tough is the Managing Partner of EVF and has sole voting and investment power over the shares held by EVF and as such may be deemed to be the beneficial owner of such shares. Mr. Tough disclaims any beneficial ownership of the shares held by EVF. Energize Growth I GP LLC (“Growth GP”) is the general partner of EGF and Energize Ventures GP LLC (“Ventures GP”) is the manager of Volta SPV. John Tough is the Managing Partner of Growth GP and Ventures GP and has sole voting and investment power over the shares held by the Energize Funds. As such, Mr. Tough may be deemed to be the beneficial owner of such shares. Mr. Tough disclaims any beneficial ownership of the shares held by the Energize Funds. Also includes 242,700 shares of Volta Class B Common Stock issuable upon the exercise of Volta Options held directly by John J. Tough (see footnote 12, below). Also includes 242,700 shares of Volta Class A Common Stock issuable upon the exercise of Volta Options held directly by John J. Tough (see footnote 12, below). Confirm The principal address of the Energize Funds is 1 South Wacker Drive, Suite 1620, Chicago, Illinois 60606.
(2)Includes 5,933,333 shares issuable upon exercise of Private Warrants. TortoiseEcofin Parent Holdco LLC is the sole member of TortoiseEcofin Borrower LLC, and TortoiseEcofin Investments, LLC is the sole member of TortoiseEcofin Parent Holdco LLC. TortoiseEcofin Investments, LLC is controlled by a board of directors, which consists of Jeffrey Lovell, Robert M. Belke, Brad Armstrong, H. Kevin Birzer, Gary P. Henson and Brad Hilsabeck. Tortoise Capital Advisors, L.L.C. is an investment adviser to the Tortoise Entities. Primary responsibility for the day-to-day management of the Tortoise Entities is the joint responsibility of a team of portfolio managers consisting of Brian A. Kessens, James R. Mick, Matthew G.P. Sallee, Robert J. Thummel, Stephen Pang and Nicholas S. Holmes. Tortoise Capital Advisors, L.L.C. has sole voting and dispositive power over the shares and warrants held by TortoiseEcofin Borrower LLC. The address of TortoiseEcofin Borrower LLC is 6363 College Boulevard, Overland Park, Kansas 66211. The address of TMIC is 2200 Aldrich Street, Austin, Texas 78723.
(3)Consists of (a) 7,112,449 shares of Volta Class A Common Stock and (b) 9,110,442 shares of Volta Class A Common Stock subject to an Assumed Warrant exercisable within 60 days of May 16, 2022, all of which are held directly by Virgo Hermes, LLC (“Virgo LLC”). Jesse Watson is the Managing Partner and Chief Investment Officer of Virgo LLC. The principal address of Virgo LLC is 1201 Howard Avenue, Burlingame, California 94010.
(4)Consists of (a) 14,903,981 shares of Volta Class A Common Stock and (b) 659,303 shares of Volta Class A Common Stock issuable upon the exercise of Volta Options currently exercisable or exercisable within 60 days of May 16, 2022. On March 28, 2022, the Company announced that the Company and Mr. Mercer resigned as an officer and employee of the Company. Mr. Mercer continued as Chief Executive Officer for a transition period ending on April 15, 2022. Excludes 5,250,000 RSUs subject to vesting and settlement into shares of Class A Common Stock based on achievement of the applicable share price thresholds: one third of these awards will vest if the price of the Company’s common stock equals or exceeds $15.00, one third of these awards will vest if the price of the Company’s common stock equals or exceeds $20.00, and one third of these awards will vest if the price of the Company’s common stock equals or exceeds $25.00 (in each case for 20 trading days within any 30-trading-day period on or prior to August 26, 2026), and the awards are subject to full acceleration upon a change in control of the Company (as defined in the Company’s 2021 Founder Incentive Plan).
(5)Consists of 11,002,636 shares of Volta Class A Common Stock. On March 28, 2022, the Company announced that the Company and Mr. Wendel resigned as a director, officer and employee of the Company as of March 26, 2022. Excludes 4,500,000 RSUs subject to vesting and settlement into shares of Class A Common Stock based on achievement of the applicable share price thresholds: one third of these awards will vest if the price of the Company’s common stock equals or exceeds $15.00, one third of these awards will vest if the price of the Company’s common stock equals or exceeds $20.00, and one third of these awards will vest if the price of the Company’s common stock equals or exceeds $25.00 (in each case for 20 trading days within any 30-trading-day period on or prior to August 26, 2026), and the awards are subject to full acceleration upon a change in control of the Company (as defined in the Company’s 2021 Founder Incentive Plan).
(6)Includes 176,971 shares of Volta Class A Common Stock issuable upon the exercise of Volta Options currently exercisable or exercisable within 60 days of May 16, 2022.
(7)Consists of (a) 41,261 shares of Volta Class A Common Stock held directly by Pacific Premier Trust Custodian FBO Eli Aheto IRA, and (b) 212,362 shares of Volta Class A Common Stock issuable upon the exercise of Volta Options currently exercisable or exercisable within 60 days of May 16, 2022 held directly by Eli Aheto.
(8)Includes 489,900 shares held by 3 Chiefs Family Trust. Charlene M. Cubbage is the trustee and a beneficiary of 3 Chiefs Family Trust (“3 Chiefs”), along with her children, and has sole voting and investment power over the shares held by 3 Chiefs.
(9)Consists of (a) 510,536 shares of Volta Class A Common Stock held directly by 19Y Ventures VI, LLC (“19Y LLC”), (b) 822,055 shares of Volta Class A Common Stock held directly by 19Y Ventures VI-2, LLC (“19Y2 LLC”), (c) 237,644 shares of Volta Class A Common Stock held directly by Martin Lauber and (d) 91,017 shares of Volta Class A Common Stock issuable upon the exercise of Volta Options currently exercisable or exercisable within 60 days of May 16, 2022 held directly by Martin Lauber. 19Y LLC and 19Y2 LLC are managed by 19Y Ventures Management, LLC. Martin Lauber is the Managing Member of 19Y Ventures Management, LLC. The principal address of 19Y LLC and 19Y2 LLC and Martin Lauber is 120 Gilmartin Drive, Tiburon, California 94920.
(10)Consists of 394,387 shares of Volta Class A Common Stock issuable upon the exercise of Volta Options currently exercisable or exercisable within 60 days of May 16, 2022.
(11)Consists of (a) 65,987 shares of Volta Class A Common Stock held directly by Bonita K. Coleman Living Trust (the “Living Trust”) and (b) 94,384 shares of Volta Class A Common Stock issuable upon the exercise of Volta Options currently exercisable or exercisable within 60 days of May 16, 2022 held directly by Bonita C. Stewart. Ms. Stewart is the trustee for the Living Trust and has sole voting and investment power over the shares held by the Living Trust. As such, Ms. Stewart may be deemed to be the beneficial owner of such shares.
(12)Includes 242,700 shares of Volta Class A Common Stock issuable upon the exercise of Volta Options currently exercisable or exercisable within 60 days of May 16, 2022.
(13)Includes 2,113,823 shares of Volta Class A Common Stock issuable upon the exercise of Volta Options currently exercisable or exercisable within 60 days of May 16, 2022.
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SELLING SECURITYHOLDERS
This prospectus relates to the resale by the Selling Securityholders from time to time of up to 107,397,854 shares of our Volta Class A Common Stock and 5,933,333 Private Warrants. The Sponsor acquired the Founder Shares and Private Warrants in connection with the IPO. The Founder Shares were subsequently distributed to TortoiseEcofin Borrower LLC, Edward P. Russell, Stephen S. Pang, Vincent T. Cubbage, 3 Chiefs Family Trust dated December 31, 2020, Steven C. Schnitzer, Brock Family Dynasty Trust dated October 14, 2020, and Evan J. Zimmer. In connection with the transactions contemplated by the Merger Agreement, certain Legacy Volta stockholders who were officers, directors or otherwise affiliates of Legacy Volta acquired Volta Class A Common Stock and Scott Mercer, Christopher Wendel and Andrew B. Lipsher acquired Class B Common Stock.
A description of our relationships with certain of the Selling Securityholders and their affiliates is set forth in “Certain Relationships and Related Transactions.”
The securities being registered by the registration statement of which this prospectus forms a part are being registered pursuant to registration rights that have been granted to certain of the Selling Securityholders in respect of the securities described above. For additional information regarding these registration rights, see the section entitled “Description of Securities—Amended and Restated Registration Rights.”
The following table sets forth certain information as of May 16, 2022, concerning the shares of Volta Class A Common Stock and Private Warrants that may be offered from time to time by each Selling Securityholder under this prospectus. For purposes of this table, we have assumed that the Selling Securityholders will have sold all of the securities covered by this prospectus upon the completion of the offering.
We cannot advise you as to whether the Selling Securityholders will in fact sell any or all of such securities. In particular, the Selling Securityholders identified below may have sold, transferred or otherwise disposed of all or a portion of their securities after the date on which they provided us with information regarding their securities. Any changed or new information given to us by the Selling Securityholders, including regarding the identity of, and the securities held by, each Selling Securityholder, will be set forth in a prospectus supplement or amendments to the registration statement of which this prospectus is a part, if and when necessary.
Please see the section entitled “Plan of Distribution” for further information regarding the Selling Securityholders’ method of distributing these securities.
Up to 8,621,715 shares of Class A common stock issuable upon exercise of the Public Warrants are not included in the table below, unless specifically indicated in the footnotes thereto.
| Shares of Volta Class A Common Stock | Private Placement Warrants to Purchase Volta Class A Common Stock | ||||||||||||||||||||||||||||||||||||||||||||||
Name | Number Beneficially Owned Prior to Offering | Number Registered for Sale Hereby | Number Beneficially Owned After Offering | Percent Owned After Offering | Number Beneficially Owned Prior to Offering | Number Registered for Sale Hereby | Number Beneficially Owned After Offering | Percent Owned After Offering | |||||||||||||||||||||||||||||||||||||||
1248 Holdings, LLC(1) | 250,000 | 250,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
3 Chiefs Family Trust(2) | 489,900 | 489,900 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Activate Capital Partners, LP(3) | 6,878,148 | 6,878,148 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Alyeska Master Fund LP(4) | 875,199 | 800,000 | 75,199 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Andrew B. Lipsher(5) | 2,435,472 | 2,008,409 | 427,063 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Antara Capital Master Fund LP(6) | 800,000 | 800,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Atlas Point Energy Infrastructure Fund, LLC(7) | 1,500,000 | 1,500,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Bauer Family Investments LLC(8) | 139,201 | 139,201 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Bella Boyce, LLC(9) | 2,144,109 | 500,000 | 1,644,109 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Bonita K. Coleman Living Trust(10) | 65,987 | 65,987 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
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Brock Family Dynasty Trust(11) | 809,400 | 809,400 | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||
Christopher Wendel(12) | 11,002,636 | 11,002,636 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
CVI Investments, Inc.(13) | 532,464 | 250,000 | 282,464 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
David Elisofon(14) | 610,846 | 110,833 | 500,013 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Debra Crow(15) | 1,274,943 | 69,390 | 1,205,553 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Diameter Master Fund LP(16) | 500,000 | 500,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Edward P. Russell | 374,443 | 374,443 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Entities within the D. E. Shaw Group(17) | 1,750,000 | 1,750,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Entities advised by Salient Capital, L.P.(18) | 750,000 | 750,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Entities advised by Suvretta Capital Management, LLC(19) | 300,000 | 300,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Entities advised by The Phoenix Group(20) | 500,000 | 500,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Entities advised by Tortoise Capital Advisors, L.L.C.(21) | 750,000 | 750,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Evan J. Zimmer | 315,240 | 315,240 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by 19Y Ventures Management, LLC(22) | 1,332,591 | 1,332,591 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Arena Capital Advisors(23) | 750,000 | 750,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Blackrock, Inc.(24) | 4,500,000 | 4,500,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Copycat Holdings Inc.(25) | 399,040 | 85,000 | 314,040 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by DSAM Partners (London) Ltd.(26) | 1,035,900 | 1,035,900 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Electron Capital Partners, LLC(27) | 800,000 | 800,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Energize Ventures(28) | 12,570,574 | 12,570,574 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Fidelity(29) | 3,000,000 | 3,000,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by HITE Hedge Asset Management LLC(30) | 250,000 | 250,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Millennium Management, LLC(31) | 1,115,626 | 964,100 | 151,526 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Monashee Investment Management LLC(32) | 250,000 | 250,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Neuberger Berman Group LLC(33) | 1,750,000 | 1,750,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Park West Asset Management LLC(34) | 500,000 | 500,000 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||
Funds advised by Somerston Funding Limited(35) | 179,403 | 15,000 | 164,403 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Sycomore Investment Group(36) | 350,000 | 350,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
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Funds and accounts managed by TOMS Capital Investment Management LP(37) | 500,000 | 500,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by UBS O’Connor LLC(38) | 548,613 | 350,000 | 198,613 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Funds advised by Weiss Asset Management LP(39) | 600,000 | 600,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Ghisallo Master Fund LP(40) | 800,000 | 800,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Hartree Partners, LP(41) | 750,000 | 750,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
James S. DeGraw(42) | 732,668 | 489,969 | 242,699 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Jane Street Global Trading, LLC(43) | 569,094 | 300,000 | 269,094 | * | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Juan J. Daboub | 35,000 | 35,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Karin McKinnell Leidel | 35,000 | 35,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Little Rose Partners LLC(44) | 86,890 | 86,890 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Martin Lauber(45) | 394,388 | 237,644 | 156,744 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Michael Menendez | 768,426 | 768,426 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
MCHC, LLC(46) | 100,000 | 100,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Millais Limited(47) | 350,000 | 350,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
MMF LT, LLC(48) | 800,000 | 800,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Nadya Kohl(49) | 222,610 | 161,935 | 60,675 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Pacific Premier Trust Custodian FBO Eli Aheto IRA(50) | 41,261 | 41,261 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Praveen Mandal(51) | 903,019 | 334,377 | 568,642 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Scott Mercer(52) | 15,563,284 | 14,903,981 | 659,303 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Sidney L. Tassin | 35,000 | 35,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
South Lake One, LLC(53) | 800,000 | 800,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Stephen S. Pang | 809,400 | 809,400 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Stephen Kiser(54) | 242,234 | 186,079 | 56,155 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Steven C. Schnitzer | 852,000 | 852,000 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Steven M. Markowitz(55) | 579,943 | 571,173 | 8,770 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Tech Opportunities LLC(56) | 3,394,109 | 1,750,000 | 1,644,109 | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
TortoiseEcofin Borrower LLC(57) | 9,818,890 | 9,818,890 | — | — | 5,933,333 | 5,933,333 | — | — | |||||||||||||||||||||||||||||||||||||||
Vincent T. Cubbage | 984,060 | 984,060 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
Virgo Hermes, LLC(58) | 16,222,891 | 16,222,891 | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
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*Represents beneficial ownership of less than 1%.
(1)Martin C. Bicknell is the manager of 1248 Holdings, LLC. 1248 Holdings, LLC may be deemed to be an affiliate of a broker-dealer. Based on such information, 1248 Holdings, LLC acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the shares, 1248 Holdings, LLC did not have any agreements or understandings with any person to distribute such shares.
(2)Charlene M. Cubbage is the trustee and a beneficiary of 3 Chiefs Family Trust (“3 Chiefs”), along with her children, and has sole voting and investment power over the shares held by 3 Chiefs.
(3)Includes 200,227 shares issuable upon exercise of Assumed Warrants. Activate Capital GP, LLC (“GP, LLC”) is the general partner of ACP I GP, LP (“ACP GP”), the general partner of Activate Capital Partners, LP (“Activate”). Anup Jacob is the Managing Director of the GP, LLC and has sole voting and investment power over the shares held by Activate and as such may be deemed to be the beneficial owner of such shares. Mr. Jacob disclaims any beneficial ownership of the shares held by Activate.
(4)Consists of (i) 800,000 shares registered for resale under this prospectus and (ii) 75,199 shares underlying Public Warrants. Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (“Alyeska Master”), has voting and investment control of the shares held by Alyeska Master. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska Master.
(5)Consists of (i) 1,793,297 shares of Volta Class A Common Stock registered for resale under this prospectus; (ii) 427,063 shares of Volta Class A Common Stock underlying Volta Options and (iii) 215,112 shares of Volta Class A Common Stock underlying shares of Volta Class B Common Stock registered for resale under this prospectus.
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(6)Antara Capital LP, a Delaware limited partnership serves as the investment manager (the “Antara Investment Manager”) to certain funds it manages and designees and may be deemed to have voting and dispositive power with respect to the ordinary shares held by the Antara Funds (defined below). Antara Capital Fund GP LLC , a Delaware limited liability company, serves as the general partner of Antara Capital Onshore Fund LP (the “Onshore Fund”) and Antara Capital Master Fund LP (the “Master Fund”). Antara Capital Offshore Fund Ltd (the “Offshore Fund” and together with the Fund and the Master Fund, the “Antara Funds”) is an exempted company incorporated under the laws of the Cayman Islands. Himanshu Gulati is the Managing Member of the Antara Investment Manager and, accordingly, may be deemed to have voting and dispositive power with respect to the shares held by the Antara Funds. Mr. Gulati disclaims beneficial ownership of the ordinary shares held by the Antara Funds except to the extent of any pecuniary interest.
(7)CIBC National Trust Company, a limited-purpose national trust bank, is the manager of Atlas Point Energy Infrastructure Fund, LLC. The parent company of CIBC National Trust is CIBC Private Wealth Group, LLC, which in turn is an indirect, wholly owned subsidiary of Canadian Imperial Bank of Commerce (“CIBC”). Accordingly, CIBC may be deemed to have or share beneficial ownership of the common stock held directly by Atlas Point Energy Infrastructure Fund, LLC.
(8)Christopher Wendel is the manager of Bauer Family Investments LLC (“Bauer”) and has sole voting and investment power over the shares held by Bauer. As such, Mr. Wendel may be deemed to be the beneficial owner of such shares. Mr. Wendel disclaims any beneficial ownership of the shares held by Bauer. Mr. Wendel is an officer and director of Volta.
(9)Bella Boyce, LLC, is managed by its members, Shelley Boyce and Daniel Boyce, and its trustee, Kimberly Jessee.
(10)Bonita C. Stewart is the trustee for the Bonita K. Coleman Living Trust (the “Living Trust”) and has sole voting and investment power over the share held by the Living Trust. As such, Ms. Stewart may be deemed to be the beneficial owner of such shares. Ms. Stewart disclaims any beneficial ownership of the shares held by the Living Trust. Ms. Stewart is a director of Volta.
(11)Darrell Brock, Jr. is the trustee of Brock Family Dynasty Trust (“Brock Trust”) and has sole voting and investment power over the shares held by Brock Trust.
(12)Consists of 11,002,636 shares of Volta Class A Common Stock registered for resale under this prospectus.
(13)Consists of (i) 250,000 shares registered for resale under this prospectus; (ii) 23,665 shares not registered for resale under this prospectus and (iii) 258,779 shares underlying Public Warrants. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. (“CVI”), has discretionary authority to vote and dispose of the shares held by CVI and may be deemed to be the beneficial owner of those shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the Ordinary Shares. Based on information provided to us by CVI, CVI may be deemed to be an affiliate of a broker-dealer. Based on such information, CVI acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the shares, CVI did not have any agreements or understandings with any person to distribute such shares.
(14)Consists of (i) 110,833 shares of Volta Class A Common Stock underlying shares of Volta Class B Common Stock registered for resale under this prospectus and (ii) 500,013 shares of Volta Class A Common Stock not registered for resale under this prospectus.
(15)Consists of (i) 69,390 shares of Volta Class A Common Stock underlying shares of Volta Class B Common Stock registered for resale under this prospectus and (ii) 1,205,553 shares of Volta Class A Common Stock not registered for resale under this prospectus.
(16)Diameter Capital Partners LP is the investment manager (the “Diameter Investment Manager”) of Diameter Master Fund LP (“DMF”) and, therefore, has investment and voting power over these shares. Scott Goodwin and Jonathan Lewinsohn, as the sole managing members of the general partner of the Diameter Investment Manager, make voting and investment decisions on behalf of the Diameter Investment Manager. As a result, the Diameter Investment Manager, Mr. Goodwin and Mr. Lewinsohn may be deemed to be the beneficial owners of these shares. Notwithstanding the foregoing, each of Mr. Goodwin and Mr. Lewinsohn disclaim any such beneficial ownership. The business address of DMF is 55 Hudson Yards, 29th Floor, New York, NY 10001.
(17)Consists of (i) 437,500 shares held by D. E. Shaw Oculus Portfolios, L.L.C. (“Oculus”) and (ii) 1,312,000 shares held by D. E. Shaw Valence Portfolios, L.L.C. (“Valence”). Oculus and Valence each have the power to vote or to direct the vote of (and the power to dispose or direct the disposition of) the shares directly held by them (the “Subject Shares”). D. E. Shaw & Co., L.P. (“DESCO LP”), as the investment adviser of Oculus and Valence, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. D. E. Shaw & Co., L.L.C. (“DESCO LLC”), as the manager of Oculus and Valence, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. Julius Gaudio, Maximilian Stone, and Eric Wepsic, or their designees, exercise voting and investment control over the Subject Shares on DESCO LP’s and DESCO LLC’s behalf. D. E. Shaw & Co., Inc. (“DESCO Inc.”), as general partner of DESCO LP, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. D. E. Shaw & Co. II, Inc. (“DESCO II Inc.”), as managing member of DESCO LLC, may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. None of DESCO LP, DESCO LLC, DESCO Inc., or DESCO II Inc. owns any Subject Shares directly, and each such entity disclaims beneficial ownership of the Subject Shares. David E. Shaw does not own any Subject Shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of DESCO Inc., which is the general partner of DESCO LP, and by virtue of David E. Shaw’s position as President and sole shareholder of DESCO II Inc., which is the managing member of DESCO LLC, David E. Shaw may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of the Subject Shares. David E. Shaw disclaims beneficial ownership of the Subject Shares. Based on information provided to us by Oculus and Valence, Oculus and Valence may be deemed to be affiliates of a broker-dealer. Based on such information, Oculus and Valence acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the shares, Oculus and Valence did not have any agreements or understandings with any person to distribute such shares.
(18)Consists of (i) 118,535 shares held by Salient Midstream & MLP Fund (“Salient Midstream”); (ii) 404,129 shares held by Salient MLP & Energy Infrastructure Fund (“Salient Infrastructure”); (iii) 119,708 shares held by Salient MLP Total Return Fund, LP (“Salient Total Return”); (iv) 45,924 shares held by Salient MLP Total Return TE Fund, LP (“Salient TE” and, together with Salient Midstream, Salient Infrastructure, Salient Total Return and Salient TE, the “Salient Funds”) and (v) 61,704 shares held by State of Utah, School and Institutional Trust Funds (“Utah Fund”). The Salient Funds are managed by Salient Capital Advisors, LLC which holds voting and dispositive power with respect to the shares held by the Salient funds. Based on information provided to us by the Salient Funds, the Salient Funds may be deemed to be affiliates of a broker-dealer. Based on such information, the Salient Funds acquired the shares being registered
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hereunder in the ordinary course of business, and at the time of the acquisition of the shares, the Salient Funds did not have any agreements or understandings with any person to distribute such shares. The Utah Fund is an independent state agency within the executive branch of the state of Utah.
(19)Consists of (i) 298,000 shares held by Suvretta Master Fund, Ltd. (“Suvretta Master”) and (ii) 2,000 shares held by Suvretta Long Master Fund, Ltd. (“Suvretta Master Long” and, together with Suvretta Master, the “Suvretta Funds”). The Suvretta Funds are both managed by Suvretta Capital Management, LLC. Aaron Cowen is the control person of Suvretta Capital Management, LLC, the investment manager of the Suvretta Funds and has voting and/or investment control over the shares held by the Suvretta Funds.
(20)Consists of (i) 100,000 shares held by Phoenix Insurance Company Ltd (“Nostro”) and (ii) 400,000 shares held by Shotfut Menayot Chul - Phoenix Amitim (“Shotfut” and, together with Nostro, the “Phoenix Funds”). Nostro is managed by Haggai Schreiber, Deputy Chief Executive Officer and Chief Investment Officer, and Dan Kerner, Head of Nostro, each of whom may be deemed to have voting and dispositive power with respect to the shares held by Nostro. Shotfut is managed by Haggai Schreiber, Deputy Chief Executive Officer and Chief Investment Officer, and Gilad Shamir, Chief Investment Officer, each of whom may be deemed to have voting and dispositive power with respect to the shares held by Shotfut.
(21)Consists of (i) 675,000 shares held by Tortoise Direct Opportunities Fund II, LP (“TDOF II”) and (ii) 75,000 shares held by Texas Mutual Insurance Company (“TMIC” and, together with TDOF II, the “Tortoise Entities”). The Tortoise Entities are managed by Tortoise Capital Advisors, L.L.C. TortoiseEcofin Borrower LLC is the sole member of Tortoise Capital Advisors, L.L.C. TortoiseEcofin Parent Holdco LLC is the sole member of TortoiseEcofin Borrower LLC, and TortoiseEcofin Investments, LLC is the sole member of TortoiseEcofin Parent Holdco LLC. TortoiseEcofin Investments, LLC is controlled by a board of directors, which consists of Jeffrey Lovell, Robert M. Belke, Brad Armstrong, H. Kevin Birzer, Gary P. Henson and Brad Hilsabeck. Tortoise Capital Advisors, L.L.C. is an investment adviser to the Tortoise Entities. Primary responsibility for the day-to-day management of the Tortoise Entities is the joint responsibility of a team of portfolio managers consisting of Brian A. Kessens, James R. Mick, Matthew G.P. Sallee, Robert J. Thummel, Stephen Pang and Nicholas S. Holmes. Tortoise Capital Advisors, L.L.C. has sole voting and dispositive power over the shares held by the Tortoise Entities. Based on information provided to us by TDOF II, TDOF II may be deemed to be an affiliate of a broker-dealer. Based on such information, TDOF II acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the shares, TDOF II did not have any agreements or understandings with any person to distribute such shares.
(22)Consists of (i) 510,536 shares held by 19Y Ventures VI, LLC (“19Y VI”) and (ii) 822,055 shares held by 19Y Ventures VI-2, LLC (“19Y VI-2” and, together with 19Y VI, the “19Y Funds”). The 19Y Funds are managed by 19Y Ventures Management, LLC. Martin Lauber is the Managing Partner of 19Y Ventures Management, LLC and has sole voting and investment power over the shares held by the 19Y Funds.
(23)Consists of (i) 200,000 shares held by Arena Capital Fund, LP - Series 3; (ii) 200,000 shares held by Arena Capital Fund, LP - Series 5; (iii) 300,000 shares held by Arena Capital Fund, LP - Series 9 and (iv) 50,000 shares held by Arena Capital Fund, LP - Series 14 (together, the “Arena Funds”). Arena Capital Advisors, LLC is General Partner for the Arena Capital Fund, LP (the “Arena Funds”) and has voting and investment control over the securities held by the Arena Funds. The partnerships are organized under the laws of the State of Delaware and the address for the Arena Funds is c/o Arena Capital Advisors, LLC, 12121 Wilshire Blvd, Ste 1010, Los Angeles, CA 90025, Attn: Legal. The partners of Arena Capital Advisors are Daniel Elperin, Jeremy Sagi and Sanije Perrett.
(24)The registered holders of the referenced shares to be registered are the following funds and accounts under management by subsidiaries of BlackRock, Inc.: BlackRock Global Allocation Fund, Inc. (847,278 shares); BlackRock Global Funds - Global Allocation Fund (524,687 shares); BlackRock Global Allocation V.I. Fund of BlackRock Variable Series Funds, Inc. (281,491 shares); BlackRock Global Allocation Portfolio of BlackRock Series Fund, Inc. (6,602 shares); BlackRock Global Allocation Collective Fund (84,612 shares); BlackRock Global Funds - Global Dynamic Equity Fund (20,417 shares); BlackRock Capital Allocation Trust (232,305 shares); BlackRock Strategic Income Opportunities Portfolio of BlackRock Funds V (1,179,351 shares); Strategic Income Opportunities Bond Fund (23,544 shares); BGF ESG Fixed Income Global Opportunities Fund (36,717 shares); BGF Fixed Income Global Opportunities Fund (337,556 shares); Master Total Return Portfolio of Master Bond LLC (672,733 shares); BlackRock Total Return Bond Fund (196,527 shares); BlackRock Global Long/Short Credit Fund of BlackRock Funds IV (51,474 shares); and BlackRock Global Funds - Global Bond Income Fund (4,706 shares). BlackRock, Inc. is the ultimate parent holding company of such subsidiaries. On behalf of such subsidiaries, the applicable portfolio managers, as managing directors (or in other capacities) of such entities, and/or the applicable investment committee members of such funds and accounts, have voting and investment power over the shares held by the funds and accounts which are the registered holders of the referenced shares. Such portfolio managers and/or investment committee members expressly disclaim beneficial ownership of all shares held by such funds and accounts. Shares shown include only the securities being registered for resale and may not incorporate all shares deemed to be beneficially held by the registered holders or BlackRock, Inc.
(25)Includes (i) 85,000 shares registered for resale under this prospectus and (ii) 314,040 shares not registered for resale under this prospectus, all held by Copycat Holdings Inc. (“Copycat”). Copycat is managed by Michelle Schilling.
(26)Consists of (i) 482,500 shares held by DSAM+ Master Fund (“DSAM+”), (ii) 149,400 shares held by LMA SPC - MAP 112 Segregated Portfolio (“LMA”) and (iii) 404,000 shares held by DSAM Alpha+ Master Fund (“DSAM Alpha+” and together, the “DSAM Funds”). DSAM Partners (London) Ltd. (the “Investment Advisor”) is the investment advisor to the DSAM Funds and as such may be deemed to have voting and investment power over the securities held by them. The Investment Advisor is ultimately controlled by Guy Shahar. The DSAM Funds and Mr. Shahar disclaim beneficial ownership of the securities listed above.
(27)Consists of (i) 7,316 shares held by AGR Trading SPC-Series EC Segregated Portfolio (“AGR”), (ii) 14,076 shares held by Boothbay Absolute Return Strategies, LP (“Boothbay”), (iii) 446,915 shares held by Electron Global Master Fund L.P. (“Electron Global”), and (iv) 331,693 shares held by Electron Infrastructure Master Fund, L.P. (“Electron Infrastructure” and collectively, the “Electron Entities”). Electron Capital Partners, LLC (“ECP”) serves as the investment manager for Electron Global and Electron Infrastructure and it is the sub-investment manager for AGR and Boothbay. James Shaver, as the managing member of ECP, may be deemed to have investment discretion and voting power over the securities held by the Electron Entities.
(28)Consists of (i) 8,414,566 shares held by Energize Ventures Fund LP (“EVF”); (ii) 1,644,107 shares held by Energize Growth Fund I LP (“EGF”), (iii) 1,848,507 shares held by EV Volta SPV LLC (“Volta SPV” and, together with EVF and EGF, the “Energize Funds”) and (iv) 663,394 shares issuable upon exercise of warrants. John Tough is the Managing Partner of EVF and has sole voting and investment power over the shares held by EVF and as such may be deemed to be the beneficial owner of such shares. Mr. Tough disclaims any beneficial
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ownership of the shares held by EVF. Energize Growth I GP LLC (“Growth GP”) is the general partner of EGF and Energize Ventures GP LLC (“Ventures GP”) is the manager of Volta SPV. John Tough is the Managing Partner of Growth GP and Ventures GP and has sole voting and investment power over the shares held by the Energize Funds. As such, Mr. Tough may be deemed to be the beneficial owner of such shares. Mr. Tough disclaims any beneficial ownership of the shares held by the Energize Funds.
(29)Consists of (i) 123,729 shares held by Fidelity Mt. Vernon Street Trust: Fidelity Series Growth Company Fund (“Series Mt. Vernon”); (ii) 38,370 shares held by Fidelity Blue Chip Growth Commingled Pool (“BCG Comingled”); (iii) 3,020 shares held by Fidelity Blue Chip Growth Institutional Trust (“BCG Institutional”); (iv) 667,255 shares held by Fidelity Growth Company Commingled Pool (“GC Comingled”); (v) 88,661 shares held by FIAM Target Date Blue Chip Growth Commingled Pool (“Target Date BCG”); (vi) 602,300 shares held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company Fund (“Mt. Vernon”); (vii) 106,716 shares held by Fidelity Mt. Vernon Street Trust: Fidelity Growth Company K6 Fund (“K6 Fund”); (viii) 1,115,178 shares held by Fidelity Securities Fund: Fidelity Blue Chip Growth Fund (“Securities BCG”); (ix) 122,448 shares held by Fidelity Securities Fund: Fidelity Blue Chip Growth K6 Fund (“Securities K6”); (x) 130,003 shares held by Fidelity Securities Fund: Fidelity Series Blue Chip Growth Fund (“Securities Series BCG”) and (xi) 2,320 shares held by Fidelity Securities Fund: Fidelity Flex Large Cap Growth Fund (“Flex Fund” and, together with Series Mt. Vernon, BCG Comingled, BCG Institutional, GC Comingled, Target Date BCG, Mt. Vernon, K6 Fund, Securities BCG, Securities K6 and Securities Series BCG, the “Fidelity Funds”). The Fidelity Funds are managed by direct or indirect subsidiaries of FMR LLC. Abigail P. Johnson is a Director, the Chairman, the Chief Executive Officer and the President of FMR LLC. Members of the Johnson family, including Abigail P. Johnson, are the predominant owners, directly or through trusts, of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed, under the Investment Company Act of 1940, to form a controlling group with respect to FMR LLC. Neither FMR LLC nor Abigail P. Johnson has the sole power to vote or direct the voting of the shares owned directly by the various investment companies registered under the Investment Company Act advised by Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC, which power resides with the Fidelity Funds’ Boards of Trustees. Fidelity Management & Research Company carries out the voting of the shares under written guidelines established by the Fidelity Funds’ Boards of Trustees.
(30)Consists of (i) 23,600 shares held by HITE Carbon Offset LP (“Offset LP”); (ii) 175,200 shares held by HITE Hedge ET LP (“Hedge ET”) and (iii) 51,200 shares held by HITE Carbon Offset Ltd. (“Offset Ltd.” and, together with Offset LP and Hedge ET, the “HITE Funds”). HITE Hedge Asset Management LLC is the investment manager of each of the HITE Funds. HITE Hedge Asset Management LP is the investment manager of HITE Hedge Asset Management LLC. James M. Jampel is the investment manager of HITE Hedge Asset Management LP and may be deemed to have investment discretion and voting power over the shares held by the HITE Funds.
(31)Consists of (i) 802,100 shares which are registered for resale under this prospectus and 20,000 Public Warrants all held by Integrated Core Strategies (US) LLC, a Delaware limited liability company (“ICS”); (ii) 125,000 shares which are registered for resale under this prospectus held by Riverview Group LLC, a Delaware limited liability company (“Riverview”); (iii) 37,000 shares registered for resale under this prospectus, 25,386 shares which are not registered for resale under this prospectus and 105,000 Public Warrants all held by ICS Opportunities, Ltd., a Cayman Islands exempted company (“ICS I”); and (iv) 1,140 shares which are not registered for resale under this prospectus held by ICS Opportunities II LLC, a Cayman Islands limited liability company (“ICS II”). Millennium International Management LP, a Delaware limited partnership (“Millennium International Management”), is the investment manager to ICS I and ICS II and may be deemed to have shared voting control and investment discretion over securities owned by ICS I and ICS II. Millennium Management LLC, a Delaware limited liability company (“Millennium Management”), is the general partner of the managing member of ICS and Riverview and may be deemed to have shared voting control and investment discretion over securities owned by ICS and Riverview. Millennium Management is also the general partner of the 100% owner of ICS I and ICS II and may also be deemed to have shared voting control and investment discretion over securities owned by ICS I and ICS II. Millennium Group Management LLC, a Delaware limited liability company (“Millennium Group Management”), is the managing member of Millennium Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS and Riverview. Millennium Group Management is also the general partner of Millennium International Management and may also be deemed to have shared voting control and investment discretion over securities owned by ICS I and ICS II. The managing member of Millennium Group Management is a trust of which Israel A. Englander, a United States citizen (“Mr. Englander”), currently serves as the sole voting trustee. Therefore, Mr. Englander may also be deemed to have shared voting control and investment discretion over securities owned by ICS, Riverview, ICS I and ICS II. The foregoing should not be construed in and of itself as an admission by Millennium International Management, Millennium Management, Millennium Group Management or Mr. Englander as to beneficial ownership of the securities owned by ICS, Riverview, ICS I or ICS II, as the case may be.
(32)Consists of (i) 71,490 shares held by BEMAP Master Fund Ltd (“BEMAP”); (ii) 9,089 shares held by Bespoke Alpha MAC MIM LP (“MAC MIM”); (iii) 60,294 shares held by DS Liquid Div RVA MON LLC (“RVA MON”); (iv) 42,491 shares held by Monashee Pure Alpha SPV I LP (“SPV I”); 12,132 shares held by SFL SPV I LLC (“SFL SPV”) and 54,504 shares held by Monashee Solitario Fund LP (“Solitario” and, together with BEMAP, MAC MIM, RVA MON, SPV I and SFL SPV, the “Monashee Funds”). Monashee Investment Management, LLC manages each of the Monashee Funds. Jeff Muller is the Chief Compliance Officer and manager of Monashee Investment Management, LLC.
(33)Consists of (i) 1,025,000 shares held by MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 204”) and (ii) 725,000 shares held by Neuberger Berman Principal Strategies Master Fund L.P. (“Principal Strategies” and, together with MAP 204, the “NBG Funds”). Neuberger Berman Group LLC (“NBG”) and certain of its affiliates, including Neuberger Berman Investment Advisers LLC, as sub-adviser of MAP 204 and investment adviser of the NB PSG Fund, have voting power and investment power over the securities being registered for resale. NBG and its affiliates do not, however, have any economic interest in the securities.
(34)Consists of (i) 455,000 shares held by Park West Investors Master Fund, Limited and (ii) 45,000 shares held by Park West Partners International, Limited (collectively, the “PW Funds”). Park West Asset Management LLC is the investment manager to the PW Funds. Peter S. Park, through one or more affiliated entities, is the controlling manager of Park West Asset Management LLC.
(35)Includes (i) 15,000 shares registered for resale under this prospectus and (ii) 164,403 shares not registered for resale under this prospectus, all held by Somerston Funding Limited (“Somerston”). Somerston is managed by Francis Allan Chapman and Alexander Anders Ohlsson.
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(36)Consists of (i) 180,000 shares held by SFS Sycomore Eco Solutions (“Sycomore Eco”) and (ii) 170,000 shares held by Sycomore L/S Opportunities (“Sycomore L/S” and, together with Sycomore Eco, the “Sycomore Funds”). The Sycomore Funds are open ended European Undertakings for the Collective Investment in Transferable Securities mutual funds managed by Sycomore Asset Management.
(37)Consists of (i) 208,373 shares held by TOMS Capital Investments LLC (“TCI”); (ii) 92,899 shares held by PBCAY One Limited (“PBCAY”) and (iii) 198,728 shares held by TCIM Opportunities I Ltd. (“TCIM Opportunities” and, together with TCI and PBCAY, the “TCIM Funds”). TOMS Capital Investment Management LP is the investment manager of the TCIM Funds. Benjamin Pass is the Chief Investment Officer of TOMS Capital Investment Management LP and may be deemed a beneficial owner of the shares held by the TCIM Funds.
(38)Includes (i) 161,525 shares registered for resale held by Nineteen77 Global Multi-Strategy Alpha Master Limited (“Multi-Strategy Alpha”); (ii) 161,525 shares registered for resale held by Nineteen77 Global Merger Arbitrage Master Limited (“Merger Limited”) and (iii) 26,950 shares registered for resale held by Nineteen77 Global Merger Arbitrage Opportunity Fund (“Merger Fund” and, together with Multi-Strategy Alpha and Merger Limited, the “Nineteen77 Funds”). UBS O’Connor LLC is the investment manager of the Nineteen77 Funds, and Kevin Russell is the Chief Investment Officer of UBS O’Connor LLC. Therefore, Mr. Russell has voting and dispositive power with respect to the shares held by the Nineteen77 funds. Mr. Russell disclaims beneficial ownership of the shares held by the Nineteen77 Funds.
(39)Consists of (i) 222,000 shares held by Brookdale Global Opportunity Fund (“BGO”) and (ii) 378,000 shares held by Brookdale International Partners, L.P. (“BIP”). Andrew Weiss is the Manager of WAM GP LLC, which is the general partner of Weiss Asset Management LP, the investment manager of BGO and BIP. WAM GP LLC is also the Manager of BIP GP LLC, the general partner of BIP. Mr. Weiss has voting and dispositive power with respect to the shares held by BGO and BIP. Mr. Weiss, WAM GP LLC, Weiss Asset Management LP and BIP GP LLC each disclaim beneficial ownership of the shares held by BGO and BIP, except to the extent of their respective pecuniary interests therein.
(40)Ghisallo Capital Management LLC manages Ghisallo Master Fund LP. Michael Germino exercises voting and dispositive power over the shares held by Ghisallo Master Fund LP.
(41)Hartree Partners, LP (“Hartree”) is managed by Hartree Partners GP, LLC (“Hartree GP”) as the general partner of Hartree. The following individuals may be found to have voting and investment control over the shares held by Hartree: Steve Hendel, Steve Semlitz and Jonathan Merison.
(42)Consists of (i) 489,969 shares of Volta Class A Common Stock registered for resale under this prospectus and (ii) 242,699 shares of Volta Class A Common Stock underlying Volta Options.
(43)Consists of (i) 300,000 shares registered for resale under this prospectus and (ii) 269,094 shares not registered for resale under this prospectus. Jane Street Global Trading, LLC (“JSGT”) is a wholly owned subsidiary of Jane Street Group, LLC (“Jane Street”). Robert A. Granieri and Michael A. Jenkins serve as the Operating Committee of Jane Street, which exercises voting and dispositive power over the shares held by JSGT. Based on information provided to us by JSGT, JSGT may be deemed to be an affiliate of a broker-dealer. Based on such information, JSGT acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the shares, JSGT did not have any agreements or understandings with any person to distribute such shares.
(44)Andrew Lipsher is the manager of Little Rose Partners LLC (“Little Rose”) and has sole voting and investment power over the shares held by Little Rose. As such, Mr. Lipsher may be deemed to be the beneficial owner of such shares. Mr. Lipsher disclaims any beneficial ownership of the shares held by Little Rose.
(45)Consists of (i) 237,664 shares of Volta Class A Common Stock registered for resale under this prospectus and (ii) 156,744 shares of Volta Class A Common Stock underlying Volta Options.
(46)Martin C. Bicknell has sole voting and investment power over the shares held by MCHC, LLC. MCHC, LLC may be deemed to be an affiliate of a broker-dealer. Based on such information, MCHC, LLC acquired the shares being registered hereunder in the ordinary course of business, and at the time of the acquisition of the shares, MCHC, LLC did not have any agreements or understandings with any person to distribute such shares.
(47)Andrew Dodd and Michael Bell are the directors of Millais Limited and have voting power over the shares offered hereby. Mr. Dodd and Mr. Bell both disclaim beneficial ownership of such shares.
(48)Moore Capital Management, LP, the investment manager of MMF LT, LLC, has voting and investment control of the shares held by MMF LT, LLC. Mr. Louis M. Bacon controls the general partner of Moore Capital Management, LP and may be deemed the beneficial owner of the shares of the Company held by MMF LT, LLC. Mr. Bacon also is the indirect majority owner of MMF LT, LLC.
(49)Consists of (i) 161,935 shares of Volta Class A Common Stock registered for resale under this prospectus and (ii) 60,675 shares of Volta Class A Common Stock underlying Volta Options.
(50)Pacific Premier Trust Custodian FBO Eli Aheto IRA is an affiliate of Eli Aheto, a member of Volta’s board of directors.
(51)Consists of (i) 369,079 shares of Volta Class A Common Stock registered for resale under this prospectus and (ii) 533,940 shares of Volta Class A Common Stock underlying Volta Options.
(52)Consists of (i) 14,903,981 shares of Volta Class A Common Stock registered for resale under this prospectus; and (ii) 659,303 shares of Volta Class A Common Stock underlying Volta Options.
(53)Isidoro Quiroga Cortés, María Victoria Quiroga Moreno, Martín Guiloff Salvador and Felipe Correa González, in their capacity as members of the board of directors, may be deemed have voting and dispositive power (acting jointly Isidoro Quiroga Cortés or María Victoria Quiroga Moreno with any of between Martín Guiloff Salvador and Felipe Correa González) with respect to the securities held by South Lake One, LLC.
(54)Consists of (i) 186,079 shares of Volta Class A Common Stock issued upon conversion of shares of Volta Class B Common Stock registered for resale under this prospectus and (ii) 56,155 shares of Volta Class A Common Stock not registered for resale under this prospectus.
(55)Consists of (i) 571,173 shares of Volta Class A Common Stock issued upon conversion of shares of Volta Class B Common Stock registered for resale under this prospectus and (ii) 8,770 shares of Volta Class A Common Stock not registered for resale under this prospectus, including shares held by certain trusts controlled by the selling securityholder.
(56)Hudson Bay Capital Management LP, the investment manager of Tech Opportunities LLC, has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Tech Opportunities LLC and Sander Gerber disclaims beneficial ownership over these securities. Beneficial
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ownership also includes 1,644,109 shares of Class A Common Stock not registered for resale under this prospectus held by Hudson Bay Master Fund Ltd. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these securities.
(57)Includes 5,933,333 shares issuable upon exercise of Private Warrants. TortoiseEcofin Parent Holdco LLC is the sole member of TortoiseEcofin Borrower LLC, and TortoiseEcofin Investments, LLC is the sole member of TortoiseEcofin Parent Holdco LLC. TortoiseEcofin Investments, LLC is controlled by a board of directors, which consists of Jeffrey Lovell, Robert M. Belke, Brad Armstrong, H. Kevin Birzer, Gary P. Henson and Brad Hilsabeck.
(58)Includes 9,110,442 shares issuable upon exercise of Assumed Warrants. Jesse Watson is the Founder and Chief Investment Officer of Virgo Hermes, LLC (“Virgo”) and has sole voting and investment power over the shares held by Virgo and as such may be deemed to be the beneficial owner of such shares. Mr. Watson disclaims any beneficial ownership of the shares held by Virgo.
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DESCRIPTION OF SECURITIES
The following description summarizes the most important terms of our capital stock. Because it is only a summary, it does not contain all of the information that may be important to you, and is qualified by reference to the Volta Charter, the Volta Bylaws and the Amended and Restated Registration Rights Agreement, which are exhibits to the registration statement of which this prospectus is a part. We urge you to read each of the Volta Charter, the Volta Bylaws and the Amended and Restated Registration Rights Agreement in their entirety for a complete description of the rights and preferences of our securities.
Authorized and Outstanding Stock
Pursuant to the terms of the Volta Charter, our authorized capital stock consists of:
•350,000,000 shares of Volta Class A Common Stock, $0.0001 par value per share;
•50,000,000 shares of Class B Common Stock, $0.0001 par value per share; and
•10,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”).
As of May 16, 2022, there were (i) 167,238,734 shares of Class A Common Stock outstanding held by 175 holders of record, (ii) 395,335 shares of Class B Common Stock outstanding held by 3 holders of record and (iii) no shares of Preferred Stock outstanding.
Volta Class A Common Stock
Voting Rights
The Volta Charter provides that, except as otherwise expressly provided by the Volta Charter or as provided by law, the holders of Volta Class A Common Stock and Volta Class B Common Stock shall at all times vote together as a single class on all matters; provided however, that, except as otherwise required by law, holders of shares of Volta Class A Common Stock and Volta Class B Common Stock shall not be entitled to vote on any amendment to the Volta Charter that relates solely to the terms of one or more outstanding series of Volta Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Volta Charter. Except as otherwise expressly provided in the Volta Charter or by applicable law, each holder of Volta Class A Common Stock shall have the right to one vote per share of Volta Class A Common Stock held of record by such holder.
Dividend Rights
Subject to preferences that may apply to any shares of Volta Preferred Stock outstanding at the time, shares of Volta Class A Common Stock and Volta Class B Common Stock are treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Volta Board out of any assets of Volta legally available therefor; provided, however, that in the event a dividend is paid in the form of shares of Volta Class A Common Stock or Volta Class B Common Stock (or rights to acquire such shares), then holders of Volta Class A Common Stock will receive shares of Volta Class A Common Stock (or rights to acquire such shares, as the case may be) and holders of Volta Class B Common Stock will receive shares of Volta Class B Common Stock (or rights to acquire such shares, as the case may be), with holders of shares of Volta Class A Common Stock and Volta Class B Common Stock receiving, on a per share basis, an identical number of shares of Volta Class A Common Stock or Volta Class B Common Stock, as applicable.
Notwithstanding the foregoing, the Volta Board may pay or make a disparate dividend or distribution per share of Volta Class A Common Stock or Volta Class B Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend or distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is approved in advance by both (a) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Volta Class A Common Stock and (b) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Volta Class B Common Stock, each voting separately as a class.
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Rights Upon Liquidation, Dissolution and Winding Up
Subject to any preferential or other rights of any holders of Volta Preferred Stock then outstanding, upon the liquidation, dissolution or winding up of Volta, whether voluntary or involuntary, holders of Volta Class A Common Stock and Volta Class B Common Stock are entitled to receive ratably all assets of Volta available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any such liquidation, dissolution or winding up is approved in advance by both (a) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Volta Class A Common Stock and (b) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Volta Class B Common Stock, each voting separately as a class.
Other Rights
The holders of Volta Class A Common Stock do not have preemptive, subscription, redemption or conversion rights. There are no redemption or sinking fund provisions applicable to the Volta Class A Common Stock. The rights, preferences and privileges of holders of shares of Volta Class A Common Stock are subject to those of the holders of any shares of Volta Preferred Stock that Volta may issue in the future.
Volta Class B Common Stock
Voting Rights
The Volta Charter provides that, except as otherwise expressly provided by the Volta Charter or as provided by law, the holders of Volta Class A Common Stock and Volta Class B Common Stock shall at all times vote together as a single class on all matters; provided however, that, except as otherwise required by law, holders of shares of Volta Class A Common Stock and Volta Class B Common Stock shall not be entitled to vote on any amendment to the Volta Charter that relates solely to the terms of one or more outstanding series of Volta Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Volta Charter. Except as otherwise expressly provided in the Volta Charter or by applicable law, each holder of Volta Class B Common Stock shall have the right to ten votes per share of Volta Class B Common Stock held of record by such holder.
Dividend Rights
Subject to preferences that may apply to any shares of Volta Preferred Stock outstanding at the time, shares of Volta Class A Common Stock and Volta Class B Common Stock are treated equally, identically and ratably, on a per share basis, with respect to any dividends or distributions as may be declared and paid from time to time by the Volta Board out of any assets of Volta legally available therefor; provided, however, that in the event a dividend is paid in the form of shares of Volta Class A Common Stock or Volta Class B Common Stock (or rights to acquire such shares), then holders of Volta Class A Common Stock will receive shares of Volta Class A Common Stock (or rights to acquire such shares, as the case may be) and holders of Volta Class B Common Stock will receive shares of Volta Class B Common Stock (or rights to acquire such shares, as the case may be), with holders of shares of Volta Class A Common Stock and Volta Class B Common Stock receiving, on a per share basis, an identical number of shares of Volta Class A Common Stock or Volta Class B Common Stock, as applicable.
Notwithstanding the foregoing, the Volta Board may pay or make a disparate dividend or distribution per share of Volta Class A Common Stock or Volta Class B Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend or distribution is payable, the timing of the payment, or otherwise) if such disparate dividend or distribution is approved in advance by both (a) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Volta Class A Common Stock and (b) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Volta Class B Common Stock, each voting separately as a class.
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Rights Upon Liquidation, Dissolution and Winding Up
Subject to any preferential or other rights of any holders of Volta Preferred Stock then outstanding, upon the liquidation, dissolution or winding up of Volta, whether voluntary or involuntary, holders of Volta Class A Common Stock and Volta Class B Common Stock are entitled to receive ratably all assets of Volta available for distribution to its stockholders unless disparate or different treatment of the shares of each such class with respect to distributions upon any such liquidation, dissolution or winding up is approved in advance by both (a) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Volta Class A Common Stock and (b) the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Volta Class B Common Stock, each voting separately as a class.
Other Rights
The holders of Volta Class B Common Stock do not have preemptive or other subscription rights. There are no redemption or sinking fund provisions applicable to the Volta Class B Common Stock. The Volta Class B Common Stock is convertible into shares of Volta Class A Common Stock on a one-to-one basis at the option of the holders of the Volta Class B Common Stock at any time upon written notice to Volta. In addition, the Volta Class B Common Stock will automatically convert into shares of Volta Class A Common Stock immediately prior to the close of business on the earliest to occur of (a) the later of (i) ten years from the date of filing of the Volta Charter and (ii) the date that is one year after the first date on which neither Scott Mercer nor Christopher Wendel is serving as an executive officer or director of Volta; (b) the date that is one year after the death or permanent disability of the last to die or become disabled of Scott Mercer and Christopher Wendel; and (c) the date specified by the affirmative vote of the holders of Volta Class B Common Stock representing not less than two-thirds of the voting power of the outstanding shares of Volta Class B Common Stock, voting separately as a single class. The Volta Class B Common Stock also automatically converts into Volta Class A Common Stock upon a transfer of the Volta Class B Common Stock, other than certain permitted transfers specified in the Volta Charter. The rights, preferences and privileges of holders of shares of Volta Class B Common Stock are subject to those of the holders of any shares of Volta Preferred Stock that Volta may issue in the future.
Volta Preferred Stock
The Volta Charter provides that shares of Volta Preferred Stock may be issued from time to time in one or more series. The Volta Board is authorized to fix the designation, vesting, powers (including voting powers), preferences and relative, participating, optional or other rights (and the qualifications, limitations or restrictions thereof) of the shares of each such series and to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of such series then outstanding) the number of shares of any such series.
The number of authorized shares of Volta Preferred Stock may also be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of capital stock of Volta entitled to vote thereon, without a separate vote of the holders of the Volta Preferred Stock or any series thereof, unless a vote of any such holders is required pursuant to the terms of any certificate of designation designating a series of Volta Preferred Stock.
The Volta Board is able to, subject to limitations prescribed by Delaware law, without stockholder approval, issue Volta Preferred Stock with voting and other rights that could adversely affect the voting power and other rights of the holders of the Volta Class A Common Stock and Volta Class B Common Stock and could have anti-takeover effects. The ability of the Volta Board to issue Volta Preferred Stock without stockholder approval, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change of control of Volta or the removal of Volta’s management and may adversely affect the market price of Volta Class A Common Stock and the voting and other rights of the holders of Volta. Volta had no Volta Preferred Stock outstanding at the date the Volta Charter became effective. Although our Board does not currently intend to issue any shares of Volta Preferred Stock, we cannot assure you that our Board will not do so in the future.
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Warrants
Public Warrants
Public warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants became exercisable on September 27, 2021, and will remain exercisable provided that we have an effective registration statement under the Securities Act covering the Volta Class A Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under certain circumstances). We have agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Reverse Recapitalization, we will use commercially reasonable efforts to file with the SEC and have an effective registration statement covering the Volta Class A Common Stock issuable upon exercise of the warrants and to maintain a current prospectus relating to the Volta Class A Common Stock until the warrants expire or are redeemed, as specified in the A&R Warrant Agreement. If a registration statement covering the Volta Class A Common Stock issuable upon exercise of the warrants is not effective 60 business days after the closing of the Reverse Recapitalization, warrant holders may, until such time as there is an effective registration statement and during any period when we have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the shares of Volta Class A Common Stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, and in the event we do not so elect, we will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.
The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the Closing or earlier upon redemption or liquidation. In addition, if we had issued additional Volta Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of the Reverse Recapitalization at an issue price or effective issue price of less than $9.20 per share of Volta Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the board of directors of Tortoise Corp II and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), the exercise price of the warrants would have adjusted (to the nearest cent) to be equal to 115% of the Newly Issued Price.
Once the warrants become exercisable, we may redeem the outstanding warrants for cash (except as described herein with respect to the Private Warrants):
•in whole and not in part;
•at a price of $0.01 per warrant;
•upon a minimum of 30 days’ prior written notice of redemption; and
•if, and only if, the last sale price of the Volta Class A Common Stock equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
We will not redeem the warrants for cash unless a registration statement under the Securities Act covering the Volta Class A Common Stock issuable upon exercise of the warrants is effective and a current prospectus relating to the Volta Class A Common Stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act.
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Commencing 90 days after the warrants become exercisable, we may redeem the outstanding warrants for Volta Class A Common Stock:
•in whole and not in part;
•at a price equal to a number of shares of Volta Class A Common Stock to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Volta Class A Common Stock;
•upon a minimum of 30 days’ prior written notice of redemption; and
•if, and only if, the last sale price of the Volta Class A Common Stock equals or exceeds $10.00 per share (as adjusted per share sub-divisions, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which we send the notice of redemption to the warrant holders.
The “fair market value” of the Volta Class A Common Stock means the average reported last sale price of the Volta Class A Common Stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. In no event will we be required to net cash settle any warrant.
Private Placement Warrants
The Private Warrants are identical to the Public Warrants underlying the Tortoise Corp II Units sold in the IPO, except that the Private Warrants and the Volta Class A Common Stock issuable upon exercise of the Private Warrants will not be transferrable, assignable or salable until 30 days after the completion of the Reverse Recapitalization, subject to certain limited exceptions. Additionally, the Private Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by Tortoise Corp II and exercisable by such holders on the same basis as the Public Warrants.
Our Transfer Agent and Warrant Agent
The transfer agent for the Volta Common Stock and the warrant agent for our warrants is Computershare Trust Company, N.A.. We have agreed to indemnify Computershare Trust Company, N.A. in its roles as transfer agent and warrant agent, its agents and each of its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
Certain Anti-Takeover Provisions of Delaware Law and our Charter Documents
We will not opt out of Section 203 of the DGCL under our charter documents. Under Section 203 of the DGCL, Volta will be prohibited from engaging in any business combination with any stockholder for a period of three years following the time that such stockholder (the “interested stockholder”) came to own at least 15% of the outstanding voting stock of Volta (the “acquisition”), except if:
•the Volta Board approved the acquisition prior to its consummation;
•the interested stockholder owned at least 85% of the outstanding voting stock upon consummation of the acquisition; or
•the business combination is approved by the Volta Board, and by a 2/3 majority vote of the other stockholders in a meeting.
Generally, a “business combination” includes any merger, consolidation, asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder. Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and associates, owns, or within the previous three years owned, 15% or more of our voting stock.
Under certain circumstances, declining to opt out of Section 203 of the DGCL will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with Volta for a three-year
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period. This may encourage companies interested in acquiring Volta to negotiate in advance with the Volta Board because the stockholder approval requirement would be avoided if the Volta Board approves the acquisition which results in the stockholder becoming an interested stockholder.
This may also have the effect of preventing changes in the Volta Board and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
Written Consent by Stockholders
Under our charter documents, subject to the rights of any series of Volta Preferred Stock then outstanding, any action required or permitted to be taken by the stockholders of Volta must be effected at a duly called annual or special meeting of stockholders of Volta and may not be effected by any consent in writing by such stockholders.
Special Meeting of Stockholders
Under our charter documents, special meetings of stockholders of Volta may be called only by the chairperson of the Volta Board, the chief executive officer or president of Volta, the lead independent director of the Volta Board or the Volta Board acting pursuant to a resolution adopted by a majority of the total number of authorized directors whether or not there exist any vacancies in previously authorized directorships, and may not be called by any other person or persons. Only such business shall be considered at a special meeting of stockholders as shall have been stated in the notice for such meeting.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Under the Volta Bylaws, advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of Volta shall be given in the manner and to the extent provided the Volta Bylaws.
Lock-Up Restrictions
Certain of our stockholders are subject to certain restrictions on transfer until the termination of applicable lock-up periods.
Pursuant to the Registration Rights Agreement and the Sponsor Letter, subject to certain exceptions, Chris Wendel, Scott Mercer and the Sponsor (and its permitted transferees) are contractually restricted from selling or transferring any of their shares of common stock (not including any PIPE Shares issued in the PIPE Financing) (the “Lock-up Shares”). Such restrictions began at Closing and end on the earlier of (i) one year after the Closing Date and (ii) the earlier to occur of, subsequent to the Closing Date, (x) the first date on which the last reported sale price of the Volta Class A Common Stock equals or exceeds $12.00 per share (as equitably adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing and (y) the date on which there is consummated a subsequent liquidation, merger, share exchange or other similar transaction which results in all of Volta’s stockholders having the right to exchange their shares of Volta Class A Common Stock for cash, securities or other property.
Additionally, the Bylaws include transfer restrictions on our securities issued to Legacy Volta stockholders in connection with the Reverse Recapitalization for a period of six months after the Closing.
See the section entitled “Certain Relationships and Related Transactions” for lock-up restrictions on our securities under the Lock-Up Agreements.
Amended and Restated Registration Rights
Pursuant to the A&R Registration Rights Agreement, Volta agreed that, within 30 calendar days after the consummation of the Reverse Recapitalization, Volta will file the Resale Registration Statement with the SEC (at Volta’s sole cost and expense), and Volta will use its commercially reasonable best efforts to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. In certain
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circumstances, certain of the Registration Rights Holders can demand up to three underwritten offerings, and all of the Registration Rights Holders will be entitled to customary piggyback registration rights. The A&R Registration Rights Agreement does not provide for the payment of any cash penalties by Volta if it fails to satisfy any of its obligations under the A&R Registration Rights Agreement. For more information on the A&R Registration Rights Agreement, please see the section entitled “Certain Relationships and Related Transactions — Amended and Restated Registration Rights Agreement.”
As described above under “—Warrants,” we also agreed pursuant to the A&R Warrant Agreement to file a registration statement covering the shares of Volta Class A Common Stock issuable upon exercise of the Volta Warrants.
Limitation of Liability and Indemnification
The Volta Bylaws provide that the Company will indemnify its directors and officers, and may indemnify its employees and other agents, to the fullest extent permitted by Delaware law.
Delaware law prohibits the Volta Charter from limiting the liability of the Company’s directors for the following:
•any breach of the director’s duty of loyalty to the Company or to its stockholders;
•acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
•unlawful payment of dividends or unlawful stock repurchases or redemptions; and
•any transaction from which the director derived an improper personal benefit.
If Delaware law is amended to authorize corporate action further eliminating or limiting the personal liability of a director, then the liability of the Company’s directors will be eliminated or limited to the fullest extent permitted by Delaware law, as so amended. The Volta Charter does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, remain available under Delaware law. This provision also does not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Under the Volta Bylaws, the Company can purchase insurance on behalf of any person whom it is required or permitted to indemnify.
In addition to the indemnification required in the Volta Charter and the Volta Bylaws, the Company has entered into an indemnification agreement with each member of the Board and each of its officers. These agreements provide for the indemnification of the Company’s directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party or other participant, or are threatened to be made a party or other participant, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of the Company, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at the Company’s request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of the Company, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
The limitation of liability and indemnification provisions in the Volta Charter and Volta Bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit the Company and its stockholders. Moreover, a stockholder’s investment may be harmed to the extent the Company pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
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Listing of Securities
The Volta Class A Common Stock and Volta Warrants are listed on the NYSE under the symbols “VLTA” and “VLTA WS,” respectively.
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SECURITIES ACT RESTRICTIONS ON RESALE OF VOLTA COMMON STOCK
Rule 144
Pursuant to Rule 144, a person who has beneficially owned restricted shares of Volta Common Stock or Volta Warrants for at least six months would be entitled to sell their securities provided that (a) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (b) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during the 12 months (or such shorter period as we were required to file reports) preceding the sale. Persons who have beneficially owned restricted shares of Volta Class A Common Stock or Volta Warrants for at least six months but who are affiliates at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater of:
•1% of the total number of shares of such Volta securities then-outstanding; or
•the average weekly reported trading volume of such Volta securities during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.
Sales by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability of current public information about us.
Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule 144 is not available for the resale of securities initially issued by shell companies or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:
•the issuer of the securities that was formerly a shell company has ceased to be a shell company;
•the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;
•the issuer of the securities has filed all Exchange Act reports and materials required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and
•at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company.
As a result, our initial shareholders will not be able to sell their Volta Common Stock pursuant to Rule 144 without registration until one year after the Closing although these shares may be sold sooner to the extent they have been registered on a registration statement that has been declared effective by the SEC.
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PLAN OF DISTRIBUTION
The Selling Securityholders may offer and sell, from time to time, their respective shares of Volta Class A Common Stock and Private Warrants covered by this prospectus. The Selling Securityholders will act independently of us in making decisions with respect to the timing, manner and size of each sale. Such sales may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices and under terms then prevailing or at prices related to the then current market price or in negotiated transactions. The Selling Securityholders may sell their securities by one or more of, or a combination of, the following methods:
•purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
•ordinary brokerage transactions and transactions in which the broker solicits purchasers;
•block trades in which the broker-dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
•an over-the-counter distribution in accordance with the rules of the New York Stock Exchange;
•through trading plans entered into by a Selling Securityholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans;
•short sales;
•distribution to employees, members, limited partners or stockholders of the Selling Securityholders;
•through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise
•by pledge to secured debts and other obligations;
•delayed delivery arrangements;
•to or through underwriters or agents;
•in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents;
•in privately negotiated transactions;
•in options transactions; and
•through a combination of any of the above methods of sale, as described below, or any other method permitted pursuant to applicable law.
In addition, any securities that qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this prospectus.
To the extent required, this prospectus may be amended or supplemented from time to time to describe a specific plan of distribution. In connection with distributions of the securities or otherwise, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions. In connection with such transactions, broker-dealers or other financial institutions may engage in short sales of the securities in the course of hedging the positions they assume with Selling Securityholders. The Selling Securityholders may also sell the securities short and redeliver the securities to close out such short positions. The Selling Securityholders may
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also enter into option or other transactions with broker-dealers or other financial institutions which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction). The Selling Securityholders may also pledge securities to a broker-dealer or other financial institution, and, upon a default, such broker-dealer or other financial institution, may effect sales of the pledged securities pursuant to this prospectus (as supplemented or amended to reflect such transaction).
A Selling Securityholder may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party may use securities pledged by any Selling Securityholder or borrowed from any Selling Securityholder or others to settle those sales or to close out any related open borrowings of stock, and may use securities received from any Selling Securityholder in settlement of those derivatives to close out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and will be identified in the applicable prospectus supplement (or a post-effective amendment). In addition, any Selling Securityholder may otherwise loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus. Such financial institution or other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
In effecting sales, broker-dealers or agents engaged by the Selling Securityholders may arrange for other broker-dealers to participate. Broker-dealers or agents may receive commissions, discounts or concessions from the Selling Securityholders in amounts to be negotiated immediately prior to the sale.
In offering the securities covered by this prospectus, the Selling Securityholders and any broker-dealers who execute sales for the Selling Securityholders may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. Any profits realized by the Selling Securityholders and the compensation of any broker-dealer may be deemed to be underwriting discounts and commissions.
In order to comply with the securities laws of certain states, if applicable, the securities must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the securities may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
We have advised the Selling Securityholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of securities in the market and to the activities of the Selling Securityholders and their affiliates. In addition, we will make copies of this prospectus available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Securityholders may indemnify any broker-dealer that participates in transactions involving the sale of the securities against certain liabilities, including liabilities arising under the Securities Act.
At the time a particular offer of securities is made, if required, a prospectus supplement will be distributed that will set forth the number of securities being offered and the terms of the offering, including the name of any underwriter, dealer or agent, the purchase price paid by any underwriter, any discount, commission and other item constituting compensation, any discount, commission or concession allowed or reallowed or paid to any dealer, and the proposed selling price to the public.
Certain agents, underwriters and dealers, and their associates and affiliates, may be customers of, have borrowing relationships with, engage in other transactions with, or perform services, including investment banking services, for us or one or more of our respective affiliates and/or the Selling Securityholders or one or more of its respective affiliates in the ordinary course of business for which they receive compensation.
A holder of Public Warrants or Private Warrants may exercise its Public Warrants or Private Warrants in accordance with the A&R Warrant Agreement on or before the expiration date set forth therein by surrendering, at the office of the Warrant Agent, Computershare Trust Company, N.A., the certificate evidencing such Public Warrants or Private Warrants, with the form of election to purchase set forth thereon, properly completed and duly
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executed, accompanied by full payment of the exercise price and any and all applicable taxes due in connection with the exercise of such Public Warrants or Private Warrants, subject to any applicable provisions relating to cashless exercises in accordance with the A&R Warrant Agreement.
We have agreed to indemnify the Selling Securityholders party to the Amended and Restated Registration Rights Agreement against certain civil liabilities, including certain liabilities under the Securities Act, relating to the registration of the shares of Volta Class A Common Stock or Private Warrants offered by them pursuant to this prospectus, and such Selling Securityholders will be entitled to contribution from us with respect to those liabilities. The Selling Securityholders party to the Amended and Restated Registration Rights Agreement will indemnify us against certain civil liabilities, including liabilities under the Securities Act, and we will be entitled to contribution from such Selling Securityholders with respect to those liabilities. In addition, we or the Selling Securityholders party to the Amended and Restated Registration Rights Agreement may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with respect to those liabilities. For additional information regarding the Amended and Restated Registration Rights Agreement, see the section entitled “Description of Securities—Amended and Restated Registration Rights.”
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CERTAIN UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of certain U.S. federal income tax considerations generally applicable to the ownership and disposition of our Volta Class A Common Stock and Volta Warrants, which we refer to collectively as our securities. This summary is based upon U.S. federal income tax law as of the date of this prospectus, which is subject to change or differing interpretations, possibly with retroactive effect. This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular investors in light of their individual circumstances, including investors subject to special tax rules (e.g., financial institutions, insurance companies, broker-dealers, dealers or traders in securities, tax-exempt organizations (including private foundations), taxpayers that have elected mark-to-market accounting, S corporations, regulated investment companies, real estate investment trusts, passive foreign investment companies, controlled foreign corporations, U.S. Holders (as defined below) that will hold Class A common stock or warrants as part of a straddle, hedge, conversion, or other integrated transaction for U.S. federal income tax purposes, expatriates or former long-term residents of the United States, or investors that have a functional currency other than the U.S. dollar), all of whom may be subject to tax rules that differ materially from those summarized below. This summary does not discuss other U.S. federal tax consequences (e.g., estate or gift tax), any state, local, or non-U.S. tax considerations or the Medicare tax or alternative minimum tax. In addition, this summary is limited to investors that will hold our securities as “capital assets” (generally, property held for investment) under the Code, and that acquire our Volta Class A Common Stock and Volta Warrants for cash pursuant to this prospectus. No ruling from the IRS has been or will be sought regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax aspects set forth below.
For purposes of this summary, a “U.S. Holder” is a beneficial holder of securities who or that, for U.S. federal income tax purposes is:
•an individual who is a United States citizen or resident of the United States;
•a corporation or other entity treated as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States or any state or political subdivision thereof;
•an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or
•a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.
A “non-U.S. Holder” is a beneficial holder of securities who or that is neither a U.S. Holder nor an entity or arrangement treated as a partnership for U.S. federal income tax purposes.
If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our securities, the tax treatment of a partner, member or other beneficial owner in such partnership will generally depend upon the status of the partner, member or other beneficial owner, the activities of the partnership and certain determinations made at the partner, member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership holding our securities, you are urged to consult your tax advisor regarding the tax consequences of the ownership and disposition of our securities.
THIS DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. PROSPECTIVE HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF OWNING AND DISPOSING OF OUR SECURITIES, AS WELL AS THE APPLICATION OF ANY, STATE, LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS.
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U.S. Holders
Taxation of Distributions
If we pay distributions or make constructive distributions (other than certain distributions of our capital stock or rights to acquire our capital stock) to U.S. Holders of shares of our Volta Class A Common Stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Volta Class A Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Volta Class A Common Stock and will be treated as described under “U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Volta Class A Common Stock” below.
Dividends we pay to a U.S. Holder that is a taxable corporation will generally qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder will generally constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. If the holding period requirements are not satisfied, a corporation may not be able to qualify for the dividends received deduction and would have taxable income equal to the entire dividend amount, and non-corporate holders may be subject to tax on such dividend at ordinary income tax rates instead of the preferential rates that apply to qualified dividend income.
Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Volta Class A Common Stock
A U.S. Holder generally will recognize gain or loss on the sale, taxable exchange or other taxable disposition of our Volta Class A Common Stock. Any such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder’s holding period for the Volta Class A Common Stock so disposed of exceeds one year. The amount of gain or loss recognized will generally be equal to the difference between (1) the sum of the amount of cash and the fair market value of any property received in such disposition and (2) the U.S. Holder’s adjusted tax basis in its Volta Class A Common Stock so disposed of. A U.S. Holder’s adjusted tax basis in its Volta Class A Common Stock will generally equal the U.S. Holder’s acquisition cost for such Volta Class A Common Stock (or, in the case of Volta Class A Common Stock received upon exercise of a Volta Warrant, the U.S. Holder’s initial basis for such Volta Class A Common Stock, as discussed below), less any prior distributions treated as a return of capital. The deductibility of capital losses is subject to limitations. Long-term capital gains recognized by non-corporate U.S. Holders are generally eligible for reduced rates of tax. If the U.S. Holder’s holding period for the Volta Class A Common Stock so disposed of is one year or less, any gain on a sale or other taxable disposition of the shares would be subject to short-term capital gain treatment and would be taxed at ordinary income tax rates. The deductibility of capital losses is subject to limitations.
Exercise of a Warrant
Except as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder generally will not recognize taxable gain or loss upon the exercise of a warrant for cash. The U.S. Holder’s initial tax basis in the share of our Volta Class A Common Stock received upon exercise of the warrant will generally be an amount equal to the sum of the U.S. Holder’s acquisition cost of the warrant and the exercise price of such warrant. It is unclear whether a U.S. Holder’s holding period for the Volta Class A Common Stock received upon exercise of the warrant would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; however, in either case the holding period will not include the period during which the U.S. Holder held the warrants.
The tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be nontaxable, either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal income tax purposes. In either situation, a U.S. Holder’s initial tax basis in the Volta Class A Common Stock received generally should equal the holder’s adjusted tax basis in the warrant. If the cashless exercise were treated as not being a realization event, it is unclear whether a U.S. Holder’s holding period
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for the Volta Class A Common Stock would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period would not include the period during which the U.S. Holder held the warrant. If, instead, the cashless exercise were treated as a recapitalization, the holding period of the Volta Class A Common Stock generally would include the holding period of the warrant.
It is also possible that a cashless exercise of a warrant could be treated in part as a taxable exchange in which gain or loss is recognized. In such event, a U.S. Holder could be deemed to have surrendered a portion of the warrants being exercised having a value equal to the exercise price of such warrants in satisfaction of such exercise price. Although not free from doubt, such U.S. Holder generally should recognize capital gain or loss in an amount equal to the difference between the fair market value of the warrants deemed surrendered to satisfy the exercise price and the U.S. Holder’s adjusted tax basis in such warrants. In this case, a U.S. Holder’s initial tax basis in the Volta Class A Common Stock received would equal the sum of the exercise price and the U.S. holder’s adjusted tax basis in the warrants exercised. It is unclear whether a U.S. Holder’s holding period for the Volta Class A Common Stock would commence on the date of exercise of the warrant or the day following the date of exercise of the warrant; in either case, the holding period would not include the period during which the U.S. Holder held the warrant. Due to the uncertainty and absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s holding period would commence with respect to the Volta Class A Common Stock received, U.S. Holders are urged to consult their tax advisors regarding the tax consequences of a cashless exercise.
Sale, Exchange, Redemption or Expiration of a Warrant
Upon a sale, exchange (other than by exercise), redemption (other than a redemption for Volta Class A Common Stock), or expiration of a warrant, a U.S. Holder will recognize taxable gain or loss in an amount equal to the difference between (1) the amount realized upon such disposition or expiration and (2) the U.S. Holder’s adjusted tax basis in the warrant. A U.S. Holder’s adjusted tax basis in its warrants will generally equal the U.S. Holder’s acquisition cost, increased by the amount of any constructive distributions included in income by such U.S. Holder (as described below under “U.S. Holders—Possible Constructive Distributions”). Such gain or loss generally will be treated as long-term capital gain or loss if the warrant is held by the U.S. Holder for more than one year at the time of such disposition or expiration. If a warrant is allowed to lapse unexercised, a U.S. Holder will generally recognize a capital loss equal to such holder’s adjusted tax basis in the warrant. The deductibility of capital losses is subject to certain limitations.
A redemption of warrants for Volta Class A Common Stock described in this prospectus under “Description of Securities—Warrants—Public Warrants” should be treated as a “recapitalization” for U.S. federal income tax purposes. Accordingly, you should not recognize any gain or loss on the redemption of warrants for shares of our Volta Class A Common Stock. Your aggregate initial tax basis in the shares of Volta Class A Common Stock received in the redemption should equal your aggregate adjusted tax basis in your warrants redeemed and your holding period for the shares of Volta Class A Common Stock received in redemption of your warrants should include your holding period for your surrendered warrants.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment to the number of shares of Volta Class A Common Stock for which the warrant may be exercised or to the exercise price of the warrant in certain events. An adjustment which has the effect of preventing dilution generally should not be a taxable event. Nevertheless, a U.S. Holder of warrants would be treated as receiving a constructive distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of Volta Class A Common Stock that would be obtained upon exercise) as a result of a distribution of cash to the holders of shares of our Volta Class A Common Stock which is taxable to such holders as a distribution. Such constructive distribution would be subject to tax as described above under “U.S. Holders—Taxation of Distributions” in the same manner as if such U.S. Holder received a cash distribution from us on Volta Class A Common Stock equal to the fair market value of such increased interest.
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Information Reporting and Backup Withholding
In general, information reporting requirements may apply to dividends paid to a U.S. Holder and to the proceeds of the sale or other disposition of shares of Volta Class A Common Stock and Volta Warrants, unless the U.S. Holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. Holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).
Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against a U.S. Holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS.
Non-U.S. Holders
Taxation of Distributions
In general, any distributions (including constructive distributions) we make to a non-U.S. Holder of shares of our Volta Class A Common Stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected with the non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such non-U.S. Holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E, as applicable). In the case of any constructive dividend (as described below under “Non-U.S. Holders—Possible Constructive Distributions”), it is possible that this tax would be withheld from any amount owed to a non-U.S. Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from warrants or other property subsequently paid or credited to such holder. Any distribution not constituting a dividend will be treated first as reducing (but not below zero) the non-U.S. Holder’s adjusted tax basis in its shares of our Volta Class A Common Stock and, to the extent such distribution exceeds the non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the Volta Class A Common Stock, which will be treated as described under “Non-U.S. Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Volta Class A Common Stock and Warrants” below. In addition, if we determine that we are likely to be classified as a “United States real property holding corporation” (see “Non-U.S. Holders—Gain on Sale, Exchange or Other Taxable Disposition of Volta Class A Common Stock and Warrants” below), we will withhold 15% of any distribution that exceeds our current and accumulated earnings and profits.
Dividends we pay to a non-U.S. Holder that are effectively connected with such non-U.S. Holder’s conduct of a trade or business within the United States (or if a tax treaty applies are attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder) will generally not be subject to U.S. withholding tax, provided such non-U.S. Holder complies with certain certification and disclosure requirements (generally by providing an IRS Form W-8ECI). Instead, such dividends generally will be subject to U.S. federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders. If the non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
Exercise of a Warrant
The U.S. federal income tax treatment of a non-U.S. Holder’s exercise of a warrant will generally correspond to the U.S. federal income tax treatment of the exercise of a warrant by a U.S. Holder, as described under “U.S. Holders—Exercise of a Warrant” above, although to the extent a cashless exercise results in a taxable exchange, the tax consequences to the non-U.S. Holder would be the same as those described below in “Non-U.S. Holders—Gain on Sale, Exchange or Other Taxable Disposition of Volta Class A Common Stock and Warrants.”
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Redemption of Warrants for Volta Class A Common Stock
A redemption of Volta Warrants for Volta Class A Common Stock described in this prospectus under “Description of Securities—Warrants—Public Warrants” should be treated as a “recapitalization” for U.S. federal income tax purposes. Accordingly, you should not recognize any gain or loss on the redemption of warrants for shares of our Volta Class A Common Stock. Your aggregate initial tax basis in the shares of Volta Class A Common Stock received in the redemption should equal your aggregate adjusted tax basis in your warrants redeemed and your holding period for the shares of Volta Class A Common Stock received in redemption of your warrants should include your holding period for your surrendered warrants.
Gain on Sale, Exchange or Other Taxable Disposition of Volta Class A Common Stock and Warrants
A non-U.S. Holder generally will not be subject to U.S. federal income or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our Volta Class A Common Stock or Volta Warrants or an expiration or redemption of our warrants, unless:
•the gain is effectively connected with the conduct of a trade or business by the non-U.S. Holder within the United States (and, if an applicable tax treaty so requires, is attributable to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder);
•the non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are met; or
•we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the non-U.S. Holder held our Volta Class A Common Stock or Volta Warrants and, in the case where shares of our Volta Class A Common Stock are regularly traded on an established securities market, the non-U.S. Holder has owned, directly or constructively, more than 5% of our Volta Class A Common Stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our Volta Class A Common Stock. There can be no assurance that our Volta Class A Common Stock will be treated as regularly traded on an established securities market for this purpose.
Gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates as if the non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a non-U.S. Holder that is a foreign corporation may also be subject to an additional “branch profits tax” at a 30% rate (or lower applicable treaty rate). Gain described in the second bullet point above will generally be subject to a flat 30% U.S. federal income tax. Non-U.S. Holders are urged to consult their tax advisors regarding possible eligibility for benefits under income tax treaties.
If the third bullet point above applies to a non-U.S. Holder and applicable exceptions are not available, gain recognized by such holder on the sale, exchange or other disposition of our Volta Class A Common Stock or Volta Warrants will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of our Volta Class A Common Stock or Volta Warrants from such holder may be required to withhold U.S. income tax at a rate of 15% of the amount realized upon such disposition. We will be classified as a United States real property holding corporation if the fair market value of our “United States real property interests” equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for use in a trade or business, as determined for U.S. federal income tax purposes. We do not believe we currently are or will become a United States real property holding corporation, however there can be no assurance in this regard. Non-U.S. Holders are urged to consult their tax advisors regarding the application of these rules.
Possible Constructive Distributions
The terms of each warrant provide for an adjustment to the number of shares of Volta Class A Common Stock for which the warrant may be exercised or to the exercise price of the warrant in certain events. An adjustment which has the effect of preventing dilution generally should not be a taxable event. Nevertheless, a non-U.S. Holder
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of warrants would be treated as receiving a constructive distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings and profits (e.g., through an increase in the number of shares of Volta Class A Common Stock that would be obtained upon exercise) as a result of a distribution of cash to the holders of shares of our Volta Class A Common Stock which is taxable to such holders as a distribution. A non-U.S. Holder would be subject to U.S. federal income tax withholding as described above under “Non-U.S. Holders—Taxation of Distributions” under that section in the same manner as if such non-U.S. Holder received a cash distribution from us on Volta Class A Common Stock equal to the fair market value of such increased interest.
Foreign Account Tax Compliance Act
Provisions of the Code and Treasury Regulations and administrative guidance promulgated thereunder commonly referred as the “Foreign Account Tax Compliance Act” (“FATCA”) generally impose withholding at a rate of 30% in certain circumstances on dividends (including constructive dividends) in respect of our securities which are held by or through certain foreign financial institutions (including investment funds), unless any such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Accordingly, the entity through which our securities are held will affect the determination of whether such withholding is required. Similarly, dividends in respect of our securities held by an investor that is a non-financial non-U.S. entity that does not qualify under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (2) provides certain information regarding the entity’s “substantial United States owners,” which will in turn be provided to the U.S. Department of Treasury. Withholding under FATCA was scheduled to apply to payments of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or dividends, however, the IRS released proposed regulations that, if finalized in their proposed form, would eliminate the obligation to withhold on such gross proceeds. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury Regulations are issued. Prospective investors should consult their tax advisors regarding the possible implications of FATCA on their investment in our securities.
Information Reporting and Backup Withholding
Information returns will be filed with the IRS in connection with payments of dividends and the proceeds from a sale or other disposition of shares of Volta Class A Common Stock and Volta Warrants. A non-U.S. Holder may have to comply with certification procedures to establish that it is not a United States person in order to avoid information reporting and backup withholding requirements. The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished to the IRS.
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LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for us by Orrick, Herrington & Sutcliffe LLP. Any underwriters or agents will be advised about other issues relating to the offering by counsel to be named in the applicable prospectus supplement.
EXPERTS
The audited financial statements included in this prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Grant Thornton LLP, independent registered public accountants, upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of Volta Class A Common Stock and Volta Warrants offered hereby. This prospectus, which constitutes part of the registration statement, does not contain all of the information set forth in the registration statement and the exhibits and schedules thereto. For further information with respect to the Company, its Volta Class A Common Stock and Volta Warrants, reference is made to the registration statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus as to the contents of any contract or any other document referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.
You can read our SEC filings, including the registration statement, over the Internet at the SEC’s website at www.sec.gov.
We are subject to the information reporting requirements of the Exchange Act and we are required to file reports, proxy statements and other information with the SEC. These reports, proxy statements, and other information are available for inspection and copying at the SEC’s website referred to above. We also maintain a website at www.voltacharging.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on or accessible through our website is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only.
153
INDEX TO FINANCIAL STATEMENTS
| Page | |||||
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders
Volta Inc.
Opinion on the financial statements
We have audited the accompanying consolidated balance sheets of Volta Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of December 31, 2021 and 2020, the related consolidated statements of operations and comprehensive loss, changes in redeemable convertible preferred stock and stockholders’ (deficit) equity, and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.
Going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has an accumulated deficit of $428.7 million as of December 31, 2021 and incurred a net loss of $276.6 million during the year ended December 31, 2021. These conditions, along with other matters set forth in Note 3, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
/s/ Grant Thornton LLP | ||
| We have served as the Company’s auditor since 2019. | ||
| San Francisco, California | ||
| April 15, 2022 | ||
F-2
Volta Inc
Consolidated Balance Sheets
| December 31, | |||||||||||
2021 | 2020 | ||||||||||
| (in thousands, except share data) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, less allowance for doubtful accounts; $ | |||||||||||
| Inventory | |||||||||||
| Prepaid partnership costs | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Total current assets | |||||||||||
| Operating lease right-of-use assets, net | |||||||||||
| Property and equipment, net | |||||||||||
| Notes receivable - employee | |||||||||||
| Other non-current assets | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
Total assets | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities | |||||||||||
| Accounts payable | |||||||||||
| Accounts payable - due to related party | |||||||||||
| Accrued expenses and other current liabilities | |||||||||||
| Operating lease liability - current portion | |||||||||||
| Deferred revenue | |||||||||||
| Term loans payable - current | |||||||||||
| Warrant liability | |||||||||||
| Total current liabilities | |||||||||||
| Term loans payable, net of unamortized debt issuance costs and current term loan payable | |||||||||||
| Operating lease liability - non-current portion | |||||||||||
| Other non-current liabilities | |||||||||||
Total liabilities | $ | $ | |||||||||
Redeemable convertible Legacy Volta Preferred Stock, Volta Inc. Preferred Stock, $ | |||||||||||
| STOCKHOLDERS' (DEFICIT) EQUITY | |||||||||||
Class A and Class B common stock, par value $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated other comprehensive income | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
Total stockholders’ (deficit) equity | ( | ||||||||||
Total liabilities, redeemable convertible Preferred Stock and stockholders’ (deficit) equity | $ | $ | |||||||||
F-3
Volta Inc.
Consolidated Statements of Operations and Comprehensive Loss
Year ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| (in thousands, except share data) | |||||||||||
| REVENUES | |||||||||||
| Service revenue | $ | $ | |||||||||
| Product revenue | |||||||||||
| Other revenue | |||||||||||
Total revenues | |||||||||||
| COSTS AND EXPENSES | |||||||||||
| Costs of services (exclusive of depreciation and amortization shown below) | |||||||||||
| Costs of products (exclusive of depreciation and amortization shown below) | |||||||||||
| Selling, general and administrative | |||||||||||
| Depreciation and amortization | |||||||||||
| Other operating (income) expense | |||||||||||
Total costs and expenses | |||||||||||
Loss from operations | ( | ( | |||||||||
| OTHER EXPENSES | |||||||||||
| Interest expense, net | |||||||||||
| Other expense, net | |||||||||||
| Change in fair value of warrant liability | |||||||||||
Total other expenses | |||||||||||
LOSS BEFORE INCOME TAXES | ( | ( | |||||||||
| Income tax expense | |||||||||||
NET LOSS | $ | ( | $ | ( | |||||||
| OTHER COMPREHENSIVE INCOME | |||||||||||
| Foreign currency translation adjustment | |||||||||||
TOTAL COMPREHENSIVE LOSS | $ | ( | $ | ( | |||||||
Weighted-average Class A common stock outstanding, basic and diluted (Note 13 - Net Loss Per Share) | |||||||||||
Net loss per Class A common stock, basic and diluted (Note 13 - Net Loss Per Share) | $ | ( | $ | ( | |||||||
Weighted-average Class B common stock outstanding, basic and diluted (Note 13 - Net Loss Per Share) | |||||||||||
Net loss per Class B common stock, basic and diluted (Note 13 - Net Loss Per Share) | $ | ( | $ | ( | |||||||
F-4
Volta Inc.
Consolidated Statements of Changes in Redeemable Convertible Preferred Stock and Stockholders' (Deficit) Equity
| Redeemable Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Total Stockholders’ (Deficit) Equity | |||||||||||||||||||||||||||||||||||||||||||||
| (in thousands) | Shares | Amount | Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2019 | $ | $ | $ | $ | ( | $ | ( | |||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series D preferred stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series D preferred stock - related party | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance costs - Series D | — | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible promissory notes and accrued interest into Series D-1 Preferred Stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Conversion of convertible promissory notes and accrued interest into Series D-1 Preferred Stock - related party | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Recognition of premium on convertible promissory notes for Series D-1 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Beneficial conversion feature in convertible promissory notes | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class B common stock warrants - related party | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of options | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of options using partial recourse notes - related party | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense - options | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Secondary sales of common stock pledged against partial recourse notes - related party | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2020 | $ | $ | $ | $ | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series D preferred stock | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Series D preferred stock - related party | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||
| Issuance costs - Series D | — | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock awards | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Reverse Recapitalization | ( | ( | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| TAC shares recapitalized, net of redemptions and equity issuance costs | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Transaction costs related to Reverse Recapitalization | — | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Recognition of exercise of options, net of forfeiture of shares, upon settlement of promissory notes | — | — | ( | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of options | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon net exercise of warrants | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Stock-based compensation expense - options and RSUs | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock upon exercise of warrants - related party | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock for acquisition of 2Predict | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive gain | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2021 | $ | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||||||
F-5
Volta Inc.
Consolidated Statements of Cash Flows
Year ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| (in thousands) | |||||||||||
| Cash flows from operating activities | |||||||||||
| Net loss | $ | ( | $ | ( | |||||||
| Adjustments to reconcile net loss to net cash used in operating activities: | |||||||||||
| Reduction in the carrying amount of ROU assets | |||||||||||
| Depreciation and amortization | |||||||||||
| Stock-based compensation | |||||||||||
| Compensation expense related to secondary sale | |||||||||||
| Amortization of debt issuance costs | |||||||||||
| Non-cash interest expense | |||||||||||
| Accretion expense | |||||||||||
| Revaluation of warrant liability to estimated fair value | |||||||||||
| Expenses related to invoices in dispute | |||||||||||
| Loss on disposal of property and equipment and inventory | |||||||||||
| Loss on disposal of research and development equipment | |||||||||||
| Other | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ||||||||||
| Inventory | |||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Prepaid partnership costs | ( | ( | |||||||||
| Operating lease right-of-use asset | ( | ( | |||||||||
| Other non-current assets | ( | ||||||||||
| Accounts payable | ( | ||||||||||
| Due to related party | ( | ||||||||||
| Accrued expenses and other current liabilities | ( | ||||||||||
| Accrued interest | ( | ||||||||||
| Deferred revenue | ( | ||||||||||
| Lease incentive liability | ( | ( | |||||||||
| Operating lease liability | |||||||||||
| Other noncurrent liabilities | ( | ||||||||||
Net cash used in operating activities | $ | ( | $ | ( | |||||||
Cash flows from investing activities | |||||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Capitalization of internal-use software | ( | ( | |||||||||
| Lease incentives received | |||||||||||
| Cash paid for acquisition of 2Predict | ( | ||||||||||
Net cash used in investing activities | $ | ( | $ | ( | |||||||
| Cash flows from financing activities | |||||||||||
| Due from employees for taxes paid on partial recourse notes | ( | ( | |||||||||
| Proceeds from issuance of Series D Preferred Stock | |||||||||||
| Proceeds from issuance of Series D-1 convertible notes | — | ||||||||||
F-6
Volta Inc.
Consolidated Statements of Cash Flows
| Proceeds from issuance of Series D-1 convertible notes - related party | — | ||||||||||
| Proceeds from issuance of long term debt | |||||||||||
| Payments of long term debt | ( | ||||||||||
| Proceeds from PPP loan | — | ||||||||||
| Payment of PPP Loan | ( | — | |||||||||
| Proceeds from exercise of stock options | |||||||||||
| Payment of issuance costs related to Series D and D-1 Preferred Stock | ( | ( | |||||||||
| Payment of debt issuance costs | ( | ||||||||||
| Proceeds from financing activity | |||||||||||
| Payment of financing activity principal | ( | ( | |||||||||
| Proceeds from Reverse Recapitalization and PIPE Financing | — | ||||||||||
| Proceeds from exercise of common stock warrants - related party | |||||||||||
| Proceeds from refunds of transaction costs related to Reverse Recapitalization | |||||||||||
| Payment of transaction costs related to Reverse Recapitalization | ( | — | |||||||||
Net cash provided by financing activities | $ | $ | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | |||||||||||
| Net increase in cash and cash equivalents | |||||||||||
| Cash and cash equivalents, beginning of period | |||||||||||
Cash and cash equivalents, end of period | $ | $ | |||||||||
| Supplemental disclosures of cash flow information | |||||||||||
| Cash paid for interest | |||||||||||
| Cash paid for taxes | |||||||||||
| Non-cash investing and financing activities | |||||||||||
| Purchases of property and equipment not yet settled | |||||||||||
| Conversion of redeemable convertible Preferred Stock into common stock in connection with the Reverse Recapitalization | — | ||||||||||
| Initial recognition of operating lease right-of-use asset | |||||||||||
| Initial recognition of operating lease liability | |||||||||||
| Class B common stock warrants issued in satisfaction of services rendered | — | ||||||||||
| Forfeiture of shares to settle promissory notes collateralized to common stock | |||||||||||
| Cashless exercise of Legacy Volta Preferred Stock Warrants | |||||||||||
| Common stock issued for acquisition of 2Predict | |||||||||||
| Issuance of Series D-1 Preferred Stock in satisfaction of debt and other liabilities | |||||||||||
| Secondary sales of common stock pledged against partial recourse notes - related party | |||||||||||
F-7
Volta Inc.
Notes to Consolidated Financial Statements
Note 1 - Description of Business
Volta Inc. is a holding company for its wholly-owned subsidiaries, Volta Charging Industries, LLC, Volta Charging, LLC, Volta Charging Services, LLC, Volta Canada Inc., Volta Charging Germany GmbH, Volta France SARL, and Volta Media, LLC (inactive) (collectively, the “Company” or “Volta”). The new wholly-owned subsidiary, Volta Canada Inc, was formed on March 25, 2021. Volta Charging Germany GmbH and Volta France SARL were formed on April 13, 2021. The Company is headquartered in San Francisco, California. The Company operates a network of smart media-enabled charging stations for electric vehicles across the U.S. In addition, the Company utilizes the network to decarbonize the transportation sector and accelerate electric vehicle adoption by providing sponsored charging to drivers. Revenue is derived primarily by selling paid content on the media-enabled charging station network, installing and maintaining charging stations.
On August 26, 2021 (“Closing Date”), Tortoise Acquisition Corp. II (“Tortoise Corp II”) consummated the Reverse Recapitalization contemplated by the Business Combination Agreement, by and among Tortoise Corp II, SNPR Merger Sub I, Inc., SNPR Merger Sub II, LLC, and Legacy Volta. On the Closing Date, and in connection with the closing of the Business Combination Agreement (the “Closing”), Tortoise Corp II was renamed Volta Inc. and began trading on the New York Stock Exchange (“NYSE”) under the ticker symbol “VLTA”. The Company's public warrants also trade on the NYSE under the ticker symbol “VLTA WS”.
A substantial portion of the Company’s operations and assets are located in the U.S., and all of its revenues are attributable to customers located in the U.S.
Note 2 - Summary of Significant Accounting Policies
Basis of presentation and consolidation
Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires the Company to make estimates, judgments and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Significant items subject to management’s estimates and assumptions include, but are not limited to, assumptions underlying the determination of the stand-alone selling (“SSP”) prices for performance obligations within revenue arrangements, the fair value of consideration payable to a customer in revenue arrangements, allowance for doubtful accounts, inventory valuation, stock-based compensation, tax valuation allowance, warrant valuation, incremental borrowing rate for right-of-use (“ROU”) assets and lease liabilities, lease term, the valuation and useful lives of property and equipment, goodwill and intangibles, term loan payable, PPP loan balance, and the valuation of assets acquired and liabilities assumed for the Reverse Recapitalization.
The Company believes that the estimates and judgments upon which it relies are reasonable based upon information available to the Company at the time that these estimates and judgments are made. The Company periodically evaluates such estimates and adjusts prospectively based upon such periodic evaluation. Actual results could differ materially from those estimates using different assumptions or under different conditions.
Segment reporting
For the years ended December 31, 2021 and 2020, the Company was managed as one
F-8
Volta Inc.
Notes to Consolidated Financial Statements
Reclassifications
Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications have no material effect on previously reported results of operations or loss per share.
Cash, cash equivalents, and restricted cash
Cash and cash equivalents include on-demand deposits with banks and a mutual fund, respectively, for which cost approximates the fair value and restricted cash. Restricted cash as of December 31, 2021 includes $0.1 million held in escrow related to payments to contractors. no balance within restricted cash.
Accounts receivable and allowance for doubtful accounts
Accounts receivable primarily include amounts related to receivables from our sales of media and installation of stations. We provide an allowance against accounts receivable for the amount we expect to be uncollectible. We write-off accounts receivable against the allowance when they are deemed uncollectible.
Unbilled receivables result from amounts recognized as revenues but not yet invoiced as of the consolidated balance sheet date. The Company had $0.8
Concentration of risk
Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and accounts receivable. The Company’s cash is held on deposit with high-credit quality financial institutions. Such deposits may at times exceed federally insured limits. The Company has not experienced losses in accounts.
As of December 31, 2021, three customers accounted for 30.5 %, 18.7 % and 22.0 % of the Company's accounts receivable balance, respectively. As of December 31, 2020, one customer accounted for 59.5 % of the Company's accounts receivable balance. For the year ended December 31, 2021, two customers accounted for 27.4 % and 12.1 % of the Company's revenue, respectively. For the year ended December 31, 2020, two customers accounted for 63.0 % and 16.1 % of the Company's revenue, respectively. Revenue generated by these customers arises from a portfolio of contracts with multiple, separate, legal entities. The Company mainly mitigates concentration risk as all contracts are executed with these separate, legal entities.
As of December 31, 2021, no vendor accounted for more than 10% of the Company's accounts payable orders. As of December 31, 2020, one vendor accounted for 21.7 % of the Company's accounts payable orders. The Company mitigates concentration risk by maintaining contracts and agreements with alternative suppliers and is actively expanding its supplier network.
Fair value of financial instruments
The Company evaluates the fair value measurements of all financial assets and liabilities. Fair value is an exit price representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability.
F-9
Volta Inc.
Notes to Consolidated Financial Statements
A three-tiered hierarchy is established as a basis for considering such assumptions and for inputs used in the valuation methodologies in measuring fair value. This hierarchy requires that the Company use observable market data, when available, and minimize the use of unobservable inputs when determining fair value:
•Level 1, observable inputs such as quoted prices in active markets;
•Level 2, inputs other than the quoted prices in active markets that are observable either directly or indirectly;
•Level 3, unobservable inputs in which there is little or no market data, which requires that the Company develop its own assumptions.
Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company's assessment of the significance of a particular input to the fair value measurements requires judgment and may affect the valuation of the assets and liabilities being measured and their placement within the fair value hierarchy.
Foreign currency
The functional currency of our foreign subsidiaries is the local currency or U.S. dollar depending on the nature of the subsidiaries' activities. Monetary assets and liabilities, and transactions denominated in currencies other than the functional currency are remeasured to the functional currency at the exchange rate in effect at the end of the period and are recorded in the current period consolidated statement of operations and comprehensive loss. Gains and losses resulting from remeasurement are recorded in foreign exchange gains (losses), net within other expense, net in the accompanying consolidated statement of operations and comprehensive loss. Subsidiary assets and liabilities with non-U.S. dollar functional currencies are translated at the month-end rate, retained earnings and other equity items are translated at historical rates, and revenues and expenses are translated at average exchange rates during the year. Cumulative translation adjustments are recorded within accumulated other comprehensive income, a separate component of total shareholders' (deficit) equity.
Inventory
Inventory consists of finished goods in the form of assembled charging stations. Inventory is measured using the first-in, first-out (“FIFO”) method and stated at the lower of cost or net realizable value as of December 31, 2021 and 2020. The value of inventories is reduced by estimates for excess and obsolete inventories. The estimate for excess and obsolete inventories is based upon management’s review of utilization of inventories in light of projected sales, current market conditions, and market trends. The Company monitors inventory to identify events that would require impairment due to obsolete inventory and adjusts the value of inventory when required. Inventory losses of $0.6 million and $0 were incurred during the years ended December 31, 2021 and 2020, respectively.
Prepaid partnership costs
Prepaid partnership costs consist of licensing fees paid to site partners in Network Development arrangements for the exclusive right to display media on media-enabled charging stations in advance of the lease commencement date. Upon lease commencement, the costs are included in the right-of-use asset (“ROU”) asset balance.
F-10
Volta Inc.
Notes to Consolidated Financial Statements
amortization expense (excluding intangibles amortization) for the years ended December 31, 2021 and 2020 is $10.6 million and $6.5 million, respectively.
| Asset | Useful Lives (In Years) | ||||
| Charging stations and digital media screens | |||||
| Capitalized research and development equipment | |||||
| Computers and equipment | |||||
| Furniture | |||||
| Leasehold improvements | |||||
| Capitalized software | |||||
Construction in progress includes all costs capitalized related to projects, primarily related to installation of assets that have yet to be placed in service and in-process engineering activities. When assets are retired or otherwise disposed of, the cost and accumulated depreciation or amortization are removed from the consolidated balance sheets, and any resulting gain or loss is reflected in the consolidated statements of operations and comprehensive loss in the period realized.
For the years ended December 31, 2021 and 2020, losses of $1.9 million and $16.1 thousand, respectively, related to construction in progress that was damaged or abandoned were recognized in other operating expenses in the accompanying consolidated statements of operations and comprehensive loss.
Capitalization of software costs and software implementation costs in a cloud computing arrangement
The Company accounts for the costs of software developed for internal use by capitalizing costs incurred during the application development stage to property and equipment, net on the accompanying consolidated balance sheets. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. The Company amortizes the capitalized costs of internal-use software on a straight-line basis over the estimated useful lives of the assets. The Company recognizes the amortization in depreciation and amortization in the accompanying consolidated statements of operations and comprehensive loss.
Impairment of long-lived assets and intangibles
Intangible assets with finite lives are amortized over their useful lives and reported net of accumulated amortization. The Company evaluates its long-lived assets and intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is assessed by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. Although the Company has accumulated losses, the Company believes that the future cash flows will be sufficient to exceed the carrying value of the Company’s long-lived and intangible assets. As of December 31, 2021 and 2020, the Company determined that no events or changes in circumstances existed that would otherwise indicate any impairment of its long-lived or intangible assets.
F-11
Volta Inc.
Notes to Consolidated Financial Statements
Goodwill
Goodwill represents the excess of the cost of an acquired entity over the fair value of the acquired net assets. The Company accounts for goodwill in accordance with Accounting Standards Update (“ASU”) 350, Intangibles - Goodwill and Other Intangible assets, which among other things, addresses financial accounting and reporting requirements for acquired goodwill and other intangible assets having indefinite useful lives. ASC 350 requires goodwill to be carried at cost, prohibits the amortization of goodwill and requires the Company to test goodwill for impairment at least annually. Volta evaluates its goodwill for impairment annually, in the fourth quarter, or more frequently if impairment indicators are present. A qualitative assessment is performed to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If, based on the evaluation, it is determined to be more likely than not that the fair value is less than the carrying value, then the goodwill is tested further for impairment. If the implied fair value of goodwill is lower than its carrying amount, an impairment loss is recognized in an amount equal to the difference. There was no impairment of goodwill for the year ended December 31, 2021.
Leases
The Company accounts for leases in accordance with ASC 842, Leases. The lease liabilities and corresponding ROU assets are recognized on the consolidated balance sheets. The Company determines if an arrangement contains a lease at inception. The Company recognizes an ROU asset and a lease liability at the lease commencement date for operating leases with terms greater than 12 months. ROU assets represent the Company's right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. The initial measurement of ROU assets is comprised of the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus any initial direct costs incurred, less any lease incentives received. ROU assets are subsequently measured throughout the lease term at the carrying amount of the lease liability, plus any initial direct costs, plus (less) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. The lease expense is recognized on a straight-line basis over the lease term. The Company does not have material financing leases as of December 31, 2021.
The interest rate used to determine the present value of the future lease payments is the Company's incremental borrowing rate as the Company generally cannot determine the implicit rate because it does not have access to the lessor's residual value or the amount of the lessor's deferred initial costs. The incremental borrowing rate is the interest rate the Company would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms.
Lease terms include the noncancellable period of the lease plus any additional periods covered by either an option to extend (or not to terminate) the lease that the Company is reasonably certain to exercise, or an option to extend (or not to terminate) the lease controlled by the lessor.
Variable lease payments associated with the Company's leases are recognized when the event, activity, or circumstance in the lease agreement on which those payments are assessed occurs. Variable lease payments are recognized in other operating (income) expenses in the consolidated statements of operations and comprehensive loss.
The Company identifies separate lease and non-lease components within the contract. Non-lease components primarily include payments for electricity reimbursements made to the landlord. The Company has elected the practical expedient to combine lease and non-lease payments and account for them together as a single lease component, which increases the amount of the Company's ROU assets and lease liabilities.
During the fourth quarter of 2021, Volta changed the calculation of the short-term lease liability from a method that determines the short-term liability, net of interest, on a monthly basis to a method that determines the balance on a yearly basis, resulting in a decreased short-term liability balance and increased long-term liability balance. Diversity in practice exists in the absence of specific guidance on the method of calculating the short-term liability under ASC 842, and both the former and current approaches are considered acceptable. The impact from this change arises due to some monthly payments, net of interest, falling below zero and out of short-term liability classification, while those amounts would be included in short-term liability in an annual calculation of payments, net of interest.
F-12
Volta Inc.
Notes to Consolidated Financial Statements
While the short-term and long-term lease liability balances are impacted by the change, the impact extends to classification and presentation only, and the total lease liability remains the same.
This change is due to the implementation of a new lease accounting system in Q4 2021, and is considered a change in accounting methodology that does not have a material impact on our consolidated financial statements. We applied this change prospectively in accordance with GAAP.
Debt issuance costs
The Company accounts for the costs incurred in connection with borrowings under financing facilities as deferred and amortized over the life of the related financing on a straight-line basis which approximates the effective interest method. During the years ended December 31, 2021 and 2020, the Company deferred and capitalized costs related to the issuance of the term loans approximating $0 and $0.6 million, respectively, and amortized $0.3
Equity issuance costs
Transaction costs related to issuing an equity instrument are accounted for as equity issuance costs and presented as a deduction from the carrying value of the equity instrument. Equity issuance costs are a reduction to the proceeds allocated to the equity component. For the year ended December 31, 2020, Legacy Volta raised $99.3 million through sales of Legacy Volta Series D and D-1 Preferred Stock resulting in $4.5 million of equity issuance costs, of which $3.8 million was paid in cash and $0.7 million was paid as Legacy Volta Class B common stock warrants. For the year ended December 31, 2021, the Company raised $28.7 million through sales of Legacy Volta Series D Preferred Stock, resulting in $1.3 million of equity issuance costs, which was paid in cash. As a part of the Closing all Legacy Volta Series D, Legacy Volta D-1 Preferred Stock, and Legacy Volta Class B common stock were converted to Volta Inc. Class A common stock (Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation).
Stock warrants
Legacy Volta historically classified Preferred Stock warrants issued in connection with certain historical debt arrangements as long-term liabilities on the consolidated balance sheets at their estimated fair value because the underlying Preferred Stock was contingently redeemable. At initial recognition, the warrants were recorded at their estimated fair value calculated using the Option Pricing Model (“OPM”) Backsolve approach, under the market method. The Company does not currently have any Preferred Stock warrants.
The Company’s common stock warrants are freestanding warrants that were issued by Legacy Volta in connection with certain debt and equity financing transactions (“Legacy Volta Warrants”). At the Closing, the Legacy Volta Warrants were converted into warrants to purchase Volta Class A common stock (“Converted Warrants”). The Converted Warrants were classified as equity instruments at the grant date fair value calculated using the OPM Backsolve approach and were not subject to revaluation at the consolidated balance sheet date. Additionally, Tortoise Corp II sold Public Warrants and issued Private Warrants. The warrants are convertible to Volta Class A common stock. As the Public Warrants and Private Warrants do not meet the criteria for equity treatment, they are recorded as liabilities on the consolidated balance sheets. Accordingly, the Company classifies
F-13
Volta Inc.
Notes to Consolidated Financial Statements
Revenue recognition
Revenue is recognized when promised goods or services are transferred to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services by following a five-step process, (i) identify the contract with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price, and (v) recognize revenue when or as the Company satisfies a performance obligation.
The Company generally considers a sales contract and/or agreement with an approved purchase order as a customer contract provided that collection is considered probable, which is assessed based on the creditworthiness of the customer. The Company combines contracts with a customer if contracts are entered into at or near the same time with the same customer and are negotiated with a single commercial substance or contain price dependencies. As it enters contracts with customers, the Company evaluates distinct goods and services promised in the contract to identify the appropriate performance obligations. The performance obligations include advertising services, charging stations, which include AC and DCFC stations, installation services, operation and maintenance services, installed infrastructure, regulatory credits and SaaS. The Company generally contracts with customers at fixed amounts and has not experienced significant returns or price concessions and discounts to contacted terms. To the extent the Company is entitled to variable consideration on the sale of goods or services, it will estimate the amount it expects to collect as part of the transaction price provided it is probable that a significant reversal of revenue will not occur when the uncertainty related to variable consideration is resolved.
When a contract contains multiple performance obligations, the Company allocates the transaction price to each performance obligation using the relative SSP method. The determination of SSP is judgmental and is based on the price the Company would charge for the same good or service if it were sold separately in a standalone sale to similar customers in similar circumstances. As the charging stations, installation and operation and maintenance services are never sold separately, the Company utilizes an expected cost plus a margin approach to determine the SSP for each of the separate performance obligations. Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for promised goods or services.
For revenue generated from contracts with customers involving another party, the Company considers if we maintain control of the specified goods or services before they are transferred to the customer, as well as other indicators such as the party primarily responsible for fulfillment, collection risk, and discretion in establishing prices. When the Company controls the performance of contractual obligations to the customer, it records revenue at the gross amount paid by the customer with amounts paid as commissions to Agents as cost of services.
Disaggregation of revenue
F-14
Volta Inc.
Notes to Consolidated Financial Statements
believes are the primary economic factors that impact the nature, amount, timing, and uncertainty of revenue and cash flows from these customer contracts.
Year ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| (in thousands) | |||||||||||
| Revenues | |||||||||||
| Behavior and Commerce | $ | $ | |||||||||
| Network Development | |||||||||||
| Charging Network Operations | |||||||||||
| Network Intelligence | |||||||||||
Total revenues | $ | $ | |||||||||
Behavior and Commerce
Behavior and Commerce revenue is generated by displaying paid media content on the Company's network of media-enabled charging stations. Parties pay for content either directly or through their relationships with advertising agencies, based on the number of impressions delivered over the contract term, which is typically less than one year. Behavior and Commerce revenue is recognized over time as the impressions are displayed on media-enabled charging stations over the contract term. The Company typically bills customers in advance on a monthly basis, and payments are typically due within one month after content delivery. Behavior and Commerce revenue is recorded in service revenue in the accompanying consolidated statements of operations and comprehensive loss.
Network Development
Network Development revenue consists of revenue generated through installation services, operation and maintenance services offered over the contract term, installed infrastructure for utility companies and charging station products. Revenue from installation services is recognized over time using an input method based on costs incurred to measure progress toward complete satisfaction of the performance obligation. Revenue from operation and maintenance services is recognized over the term of the arrangement as the services are performed. Revenue from the sale of installed infrastructure is recognized at a point in time when control of the installed infrastructure is transferred to the customer. Revenue from charging stations is recognized at the point in time when control of the charging station is transferred to the customer, which is typically when the charging station is delivered at the designated customer site.
If the arrangement contains a lease, it is accounted for in accordance with ASC 842, Leases. In some arrangements, the Company has executed a sale and leaseback of the digital media screens (sale leaseback) and has also acquired the right to control the use of the location to advertise over a set term (location lease) (see Note 10 - Debt Facilities). During the construction phase, the Company does not control the underlying asset on the customer’s property. As the leaseback qualifies as a financing arrangement, the Company will not record a sale for accounting purposes of the digital media screen and will depreciate that asset over its useful life. For contractual payments that do not exceed the fair value of the location lease obligation, the Company records a lease liability and an associated ROU asset based on the discounted lease payments. In some instances, the Company may receive a lease incentive from the lessor which is recorded as a reduction to the ROU asset.
The determination of the transaction price for Network Development revenue may require judgment and can affect the amount and timing of revenue. The transaction price is based on the consideration that the Company expects to be entitled to for providing the Network Development products and services on a standalone basis. Almost all the transaction price is based on fixed cash consideration received from customers. The transaction price is allocated between lease and non-lease components based on a relative-selling price basis. However, in arrangements where the Company pays consideration to a customer for a distinct good or service, the consideration payable to a customer is limited to the fair value of the distinct good or service received by the customer. If the contractual payments for the location lease of this arrangement are in excess of fair value, then the Company will estimate the excess contractual payments over fair value and record that amount as a reduction to the transaction
F-15
Volta Inc.
Notes to Consolidated Financial Statements
price in the arrangement. The reduction to transaction price for consideration payable to a customer is recognized at the later of when the Company pays or promises to pay the consideration or when the Company recognizes the related revenue for the transferred products and services. The Company reduced the transaction price and recognized consideration payable to a customer of $0.6 million and $0.4 million for the years ended December 31, 2021 and 2020, respectively.
The Company typically bills the customer upon contract inception for charging stations and installation services and bills the customer on a quarterly basis for operation and maintenance services. Payments are typically due within one month after billing. Revenue generated through infrastructure development services, installation services, operation and maintenance services and installed infrastructure is recorded in service revenue in the accompanying consolidated statements of operations and comprehensive loss. Revenue generated through charging station products is recorded in product revenue in the accompanying consolidated statements of operations and comprehensive loss.
Charging Network Operations
Charging Network Operations revenue correlates to usage of stations, and are currently, primarily generated by selling regulatory credits or LCFS credits to other regulated entities. The Company recognizes revenue from regulatory credits at the point in time when the regulatory credits are sold to the customer. Costs associated Charging Network Operations are composed of a minor amount of personnel-related costs which is presented in selling, general and administrative in the accompanying consolidated statements of operations and comprehensive loss. Charging Network Operations revenue is recorded in other revenue in the accompanying consolidated statements of operations and comprehensive loss.
Network Intelligence
Network Intelligence revenue is generated through the delivery of SaaS to the customer. The Company recognizes Network Intelligence revenue ratably over the contract term on a time-elapsed basis as the SaaS is performed over the license period. Network Intelligence revenue is recorded in other revenue in the consolidated statements of operations and comprehensive loss. Most costs associated with Network Intelligence revenue qualify as internal use software and are capitalized and recorded within property and equipment, net on the accompanying consolidated balance sheets.
Practical expedient and policy elected
The Company utilized the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing component if the Company generally expects, at contract inception, that the period between when the Company transfers control of the promised good or service and when the Company receives payment from the customer is within one year or less. At contract inception, the Company expects to complete installation and transfer control of media-enabled charging stations to customers and receive payment within one year of contract execution. The Company generally expects to fulfill media campaigns and receive payment for advertising sales within one year.
The Company has elected to present revenue net of sales taxes remitted to government authorities.
Remaining performance obligations
Transaction price allocated to the remaining performance obligation represents contracted revenue that has not yet been recognized, which includes deferred revenue and unbilled receivable amounts that are expected to be recognized as revenue in future periods and excludes the performance obligations that are subject to cancellation terms. The remaining performance obligations related to advertising services, the sale of media-enabled charging stations, installation services and SaaS are expected to be recognized as revenue within the next twelve months and are recorded within deferred revenue on the accompanying consolidated balance sheets. The unbilled receivable amount was $0.8 31.4 million as of December 31, 2021. As of December 31, 2021, the Company expects to recognize approximately 55.3 % of its
F-16
Volta Inc.
Notes to Consolidated Financial Statements
Deferred revenue
Deferred revenue primarily consists of billings or payments received from customers in advance of revenue recognized for the sale of media-enabled charging stations, and of installation and operation and maintenance services, and is recognized as revenue upon transfer control or as services are performed. The Company generally invoices customers in advance or in milestone-based installments. Revenue recognized for the years ended December 31, 2021 and 2020 that was included in the deferred revenue balance as of December 31, 2020 and 2019 was $2.9 million and $8.1 million, respectively. As of December 31, 2021, deferred revenue related to such customer payments amounted to $8.6 million, of which $8.5 million is expected to be recognized during the succeeding twelve-month period and is therefore presented as current.
Costs to obtain a contract with a customer
The Company elected to apply the practical expedient available under ASC 340-40, Other Assets and Deferred Costs - Contracts with Customers, to not capitalize incremental costs of obtaining a contract, such as sales commissions, if the amortization period is less than one year. Commissions paid for certain sales of advertising are expensed as incurred because the amortization period would have been one year or less as most media campaigns are scheduled to run less than one year.
Sales commissions are also paid for obtaining a network development contract with a site host that purchases media-enabled charging stations and related services. As the typical contract term for these agreements exceeds one year, the Company does not apply this practical expedient. Sales commissions that are considered incremental and recoverable costs of obtaining a contract with a customer are capitalized and included in prepaid expenses and other current assets and other non-current assets on the consolidated balance sheets. The deferred costs are then amortized over the period of benefit consistent with the transfer of the goods and services to the customer to which the asset relates and is included in selling general, and administrative in the consolidated statements of operations and comprehensive loss.
The ending balances of assets recognized from costs of obtaining a contract with a customer were $44.6 thousand and $0.1 million included in prepaid expenses and other current assets as of December 31, 2021 and 2020, respectively, and $0.3 0.1 million and $0.4 million for the years ended December 31, 2021 and 2020, respectively. The Company did no
Cost of revenues (excluding depreciation and amortization)
Costs of services
Costs of services consist of costs attributable to the Network Development revenue and Behavior and Commerce revenue. Costs associated with Network Development consist of costs associated with providing installation, operations and maintenance services, including personnel-related costs associated with delivering services, such as salaries and benefits, and costs to install infrastructure for utility companies. Costs associated with Behavior and Commerce revenue consist of costs associated with providing advertising services, including related rental payments on location leases for the advertising displays, charging sites, station electricity, and labor costs directly related to service revenue-generating activities.
Costs of products
Costs of products consists primarily of hardware cost and shipping cost. Hardware cost primarily relates to AC and DCFC stations which includes the cost of station chassis, the electric vehicle chargers, media screens, sensors, routers, and computers.
F-17
Volta Inc.
Notes to Consolidated Financial Statements
Advertising expenses
The Company expenses advertising expenses as they are incurred. For the years ended December 31, 2021 and 2020, advertising expenses were $1.3 million and $0.3 million, respectively, and are included in selling, general and administrative in the accompanying consolidated statements of operations and comprehensive loss. The Company does not capitalize any advertising expenses.
Other expenses, net
Other expenses, net, consist primarily of the miscellaneous expenses or income that are not related to core business operations. For the years ended December 31, 2021 and 2020, other expenses, net primarily relate to property taxes.
Income taxes
The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax reporting bases of assets and liabilities and are measured using enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts more likely than not expected to be realized.
Management regularly assesses the ability to realize deferred tax assets recorded based upon the available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made.
The Company accounts for uncertain tax positions in accordance with accounting standards which clarifies the accounting for uncertainty in income taxes in an enterprise’s financial statements by defining the criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements. The accounting standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return as well as guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2021, the Company recorded $2.0 million as an uncertain tax position related to deferred revenue. The Company’s policy is to include penalties and interest related to income tax matters within the Company’s benefit from (provision for) income taxes.
Stock-based compensation
The Company accounts for all share-based payment awards granted to employees and non-employees based on the fair value of the awards on the date of the grant. For service-based awards, stock-based compensation is recognized in the consolidated statements of operations and comprehensive loss over the period during which the employee is required to perform service in exchange for the award (generally the vesting period of the award). The Company estimates the fair value of stock options on the date of grant using the Black-Scholes OPM. The grant-date fair value of option awards is based upon the fair value of the Company’s common stock as of the date of grant, as well as estimates of the expected term of the awards, expected common stock price volatility over the expected term of the option awards, risk-free interest rates and expected dividend yield. Forfeitures are recognized as they occur.
F-18
Volta Inc.
Notes to Consolidated Financial Statements
COVID-19 impact
On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of COVID-19. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure globally. The COVID-19 pandemic may continue to have a negative impact on the operations and customers of the Company. The impact on the business and the results of operations included decreased customer demand for advertising space due to the decrease in foot traffic at the site hosts as consumers were subject to stay at home and shelter-in-place orders around the United States, as well as the temporary halting of construction activities of the charging stations. In addition, the ability of the employees and the suppliers' and customers' employees to work may be impacted by individuals contracting or being exposed to COVID-19, which may significantly hamper the operations. Despite the adverse impacts, there are no indications that the COVID-19 pandemic has resulted in a material decline in the carrying value of any assets, or a material change in the estimate of any contingent amounts recorded in the consolidated balance sheet as of December 31, 2021. However, there is uncertainty as to the duration and overall impact of the COVID-19 pandemic. The consolidated financial statements reflect estimates and assumptions made by management as of December 31, 2021 and management continues to monitor the potential impact. Events and changes in circumstances arising after December 31, 2021, including those resulting from the impacts of the COVID-19 pandemic, will be reflected in management’s estimates for future periods. The Company applied for and received a $3.2 million loan under SBA as a part of the PPP Loan. While the Company received full forgiveness for the loan, the full amount of the loan was repaid in the year ended December 31, 2021 (see Note 10 - Debt Facilities).
Recent accounting pronouncements
Recently adopted accounting pronouncements
In December 2019, the FASB issued Accounting Standards Update (“ASU”) 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This standard simplifies the accounting for income taxes by, among other things, eliminating certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. ASU 2019-12 is effective for public business entities for fiscal years beginning after
F-19
Volta Inc.
Notes to Consolidated Financial Statements
December 15, 2020, with early adoption permitted. Upon adoption, the Company must apply certain aspects of this standard retrospectively for all periods presented while other aspects are applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company adopted the new standard on January 1, 2021. The adoption of this new standard did not have a significant effect on the consolidated financial statements.
In January 2017, the FASB issued ASU 2017-04, Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied fair value of goodwill; rather, an entity will measure its goodwill impairment by the amount the carrying value exceeds the fair value of a reporting unit. The Company adopted this in the first quarter of the Company’s fiscal 2021. The adoption of this ASU did not have a material impact on the condensed consolidated financial statements and related disclosures.
Recently issued accounting pronouncements not yet adopted
In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU was subsequently amended by ASU 2018-19, ASU 2019-05 and ASU 2019-10. The guidance amended reporting requirements for credit losses for assets held at amortized cost basis and available-for-sale debt securities. For available-for-sale debt securities, credit losses will be presented as an allowance rather than as a write-down. In addition, the length of time a security has been in an unrealized loss position will no longer impact the determination of whether a credit loss exists. ASU 2016-13, as subsequently amended for various technical issues, is effective for public, smaller reporting companies after December 15, 2022, and for interim periods within those fiscal years. If the Company were to lose Smaller Reporting Company status in 2022, the standard would be effective for the fiscal year beginning after December 15, 2021. The Company has not yet determined the potential effects of this ASU on its consolidated financial statements.
In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies the accounting for certain convertible instruments, amends guidance on derivative scope exceptions for contracts in an entity’s own equity and modifies the guidance on diluted earnings per share (“EPS”) calculations as a result of these changes. The standard can be applied on either a fully retrospective or modified retrospective basis by an entity. The standard would be effective for the fiscal year beginning after December 15, 2021. The Company does not expect a significant impact of this ASU on the consolidated financial statements.
Note 3 - Liquidity
The Company's consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. For the year ended December 31, 2021, the Company incurred a net loss of $276.6 million and had negative cash flows from operating activities of $93.3 million. As of December 31, 2021, the Company had an accumulated deficit of $428.7 million and cash of $262.3 million.
In the quarter ended June 30, 2020, the Company’s revenues declined due to COVID-19. Customer demand for advertising space declined due to the decrease in foot traffic at the Company's site hosts as consumers were subject to shelter-in-place orders around the United States. Productivity and capital expenditures decreased as construction activities of the media-enabled charging stations were temporarily halted due to the shelter-in-place orders.
F-20
Volta Inc.
Notes to Consolidated Financial Statements
Beginning in the first quarter of 2021, there has been a trend of increasing availability and administration of vaccines against COVID-19, as well as an easing of restrictions on social, business, travel and government activities and functions. On the other hand, infection rates and regulations continue to fluctuate in various regions and there are ongoing global impacts resulting from the pandemic, including challenges and increases in costs for logistics and supply chains. As economic activity has resumed and new EV sales have increased, revenue has increased since the last pre-COVID fiscal year.
In response, management implemented several plans to mitigate the impact of COVID-19 on the Company’s financial performance, including operating cost containment measures, payroll reductions, reduced capital expenditures, re-prioritization of high-value and essential sites, and raising capital through debt and equity transactions. Many of the Company's charging stations are located in close proximity to essential businesses, positioning the Company for recovery as shelter-in-place orders lift and consumers gradually return to in-person shopping. There are inherent uncertainties associated with predicting consumer behavior, particularly after the effects of COVID-19. Trends may or may not improve based on mitigating plans implemented by management.
Legacy Volta entered into a Business Combination Agreement with Tortoise Acquisition Corp. II. on February 7, 2021 and following the Closing, began trading on the New York Stock Exchange (NYSE) (see Note 1 - Description of Business). The Company raised aggregate cash proceeds of over $350.1 million in cash following the Reverse Recapitalization through the sale of shares of Volta Common Stock. Additional cash obligations in the next twelve months are expected to include investments in the operations and purchases to expand the business. Management has considered conditions and events which provide substantial doubt about the Company's ability to continue as a going concern over the 12 months following the issuance of the consolidated financial statements. The Company concluded that there is substantial doubt that the Company cannot continue as a going concern in the next twelve months based on reasonable information available to us as of the date of this analysis. No assurances can be provided that additional funding will be available at terms acceptable to the Company, if at all. If the Company is unable to raise additional capital, the Company may significantly curtail its operations, modify strategic plans and/or dispose of certain operations or assets.
Note 4 - Acquisitions
On April 21, 2021, the Company completed its acquisition of certain assets of 2Predict, from Praveen Mandal, the Company’s Chief Technology Officer. 2Predict uses artificial intelligence techniques to run next-level analytics on large data sets. 2Predict's data scientists provide advanced machine learning solutions and some of them will continue to assist in developing Volta’s technology. The purchase price was $1.4 million, comprising $0.2 million cash and 182,188 issued shares of Volta Class A common stock valued at $1.2 million, paid on the acquisition date.
The acquisition of 2Predict was accounted for as a Business Combination according to ASC 805-10, Business Combinations. This method requires, among other things, that assets acquired and liabilities assumed in a Business Combination be recognized at their fair values as of the acquisition date. During 2021, the Company incurred immaterial third-party acquisition costs. These expenses are included in general and administrative expense of the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021.
The Company recorded net assets acquired of $1.4 million, including definite-lived intangible assets of $1.2 million and goodwill of $0.2 million. Definite-lived intangible assets primarily consist of intellectual property of 2Predict, for which the weighted-average useful life is 1.5 years. Goodwill is primarily attributed to the future economic benefits arising from assets acquired that could not be individually identified and separately recognized, such as assembled workforce.
The results of operations of 2Predict are included in the accompanying consolidated statements of operations and comprehensive loss from the date of acquisition. Pro forma results of operations for this acquisition have not been presented because the results of operations are not material to the consolidated statements of operations and comprehensive loss.
F-21
Volta Inc.
Notes to Consolidated Financial Statements
Note 5 - Correction of Immaterial Errors
In December 2021, the Company revised its consolidated statements of operations and comprehensive loss, consolidated statements of cash flows and consolidated balance sheets to reflect the correction of immaterial errors for the year ended December 31, 2020. The corrections to hardware costs of products sold and media panel fixed assets within the property and equipment, net caption is attributable to clerical errors. The corrections made to the consolidated statements of cash flows are reclassifications to correct the presentation of the cash flows and a correction to the cash paid for interest attributable to clerical errors.
As of March 31, 2021, December 31, 2020 and 2019 respectively, the correction to media panel fixed assets resulted in a $0.1 1.8 1.1 3.0 million. These corrections to property and equipment, net and comprehensive loss are attributable to clerical errors related to the number of stations sold to customers subject to failed-sale accounting.
As of December 31, 2020, the correction made to the consolidated statements of cash flows to correct the presentation of the cash flows has a total impact of $2.7 million increase in net cash used in operating activities, a total impact of $3.0 million increase in net cash used in investing activities, and a total impact of $0.3 million decrease in cash provided by financing activities. As of December 31, 2020, cash paid for interest resulted in a $1.0 million decrease in the presentation of cash paid for interest in the supplemental disclosures of cash flow information. Property, plant, and equipment corrected for invoices not yet settled as of December 31, 2020 resulted in a disclosure of $4.8 million in non-cash purchases. The correction is attributable to classification errors related to the methodology to arrive at the amount.
Pursuant to ASC 250, Accounting Changes and Error Corrections issued by the Staff Accounting Bulletin 99, Materiality (“SAB 99”) issued by the SEC, the Company determined the impact of the error was immaterial to all periods. The correction was recorded as part of the activity within the consolidated statements of operations and comprehensive loss and the consolidated balance sheets for the year ended December 31, 2020, as reflected herein. Adjustments resulting from these error corrections had an immaterial impact on the Company’s previously reported net loss, net loss per share, total assets, total liabilities and stockholder’s deficit.
Note 6 - Reverse Recapitalization
As discussed in Note 1 - Description of Business, on the Closing Date, Volta Inc. (formerly Tortoise Corp II) consummated the Reverse Recapitalization and Legacy Volta received proceeds of $350.1 million. The proceeds included $300.0 million from certain accredited investors that agreed to purchase 30,000,000 shares of Volta Class A common stock in a private placement in connection with the Reverse Recapitalization (the “PIPE Financing”), and is net of $242.2 million in redemptions from issuance of common stock upon the Closing and includes $9.0 million of transaction costs of which the entire amount was paid by Legacy Volta as of December 31, 2021. Subsequent to the closing, the Company received refunds for the over-payment of transaction costs of $4.1 million as of December 31, 2021. These transaction costs consist of legal, accounting, and other professional services directly related to the Reverse Recapitalization. These one-time direct and incremental transaction costs incurred by the Company were recorded based on the activities to which the costs relate and the structure of the transaction; cost relating to the issuance of equity is recorded as a reduction of the amount of equity raised, presented in additional paid in capital, while all costs related to the warrants were estimated and charged to expense. The cash outflows related to these costs were presented as financing activities on the Company’s consolidated statement of cash flows. On the Closing Date, each holder of Legacy Volta’s Class A common stock received approximately 1.2135 shares of Volta’s Class B common stock, par value $0.0001 per share, and each holder of Legacy Volta’s Class B common stock received approximately 1.2135 shares of the Company’s Class A common stock, par value $0.0001 per share. See Note 11 - Warrants and Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation for additional details of the Company’s stockholders’ equity prior to and subsequent to the Reverse Recapitalization.
All equity awards of Legacy Volta were assumed by the Company and converted into comparable equity awards that are settled or exercisable for shares of the Company’s Class A or Class B common stock based on an exchange ratio of approximately 1.2135 .
F-22
Volta Inc.
Notes to Consolidated Financial Statements
Each Public Warrant and Private Warrant was unexercised at the time of the Reverse Recapitalization and was assumed by the Company and represents the right to purchase shares of the Company’s Class A common stock. Please refer to Note 11 - Warrants for additional detail.
The Reverse Recapitalization was accounted for with Legacy Volta as the accounting acquirer and Tortoise Corp II as the acquired company for accounting purposes. Legacy Volta was determined to be the accounting acquirer since Legacy Volta’s stockholders prior to the Reverse Recapitalization had the greatest voting interest in the combined entity, Legacy Volta comprises all of the ongoing operations and Legacy Volta’s senior management directs operations of the combined entity. Accordingly, all historical financial information presented in the consolidated financial statements represents the accounts of Legacy Volta and its wholly owned subsidiaries. Net assets were stated at historical cost consistent with the treatment of the transaction as a reverse recapitalization of Volta Inc.
Note 7 - Fair Value Measurements
The Company uses a three-tier fair value hierarchy to prioritize the inputs used in the fair value measurements. All of the Company's cash and cash equivalents are classified within Level 1 as they are valued using quoted market prices or alternative pricing sources. The Public Warrants are classified as Level 1 due to the use of an observable market quote in an active market. The senior secured term loan and PPP loan are classified within Level 2 as they are valued using market-based risk measurements that are indirectly observable, such as credit risk. Legacy Volta Preferred Stock warrant liabilities and the Private Warrants are classified within Level 3. The Preferred Stock warrant liabilities are measured by the OPM Back Solve approach under the market method. In determining the fair value of the private placement warrant liability, the Company used the BLM that assumes optimal exercise of the Company’s redemption option at the earliest possible date.
The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.
| Carrying Amount | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||
| (in thousands) | |||||||||||||||||||||||||||||
| December 31, 2020 | |||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| PPP loan | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Senior secured term loan | |||||||||||||||||||||||||||||
| Preferred Stock warrant liability | |||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2021 | |||||||||||||||||||||||||||||
| Liabilities | |||||||||||||||||||||||||||||
| Senior secured term loan | |||||||||||||||||||||||||||||
| Private warrants | |||||||||||||||||||||||||||||
| Public warrants | |||||||||||||||||||||||||||||
Total | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
Level 2 valuation - senior secured term loan, PPP
The Company measures the fair value of the senior secured term loan using discounted cash flows and market-based expectations for credit risk and market risk. The carrying amount of the PPP loan approximated fair value due to the short-term nature of the loan.
F-23
Volta Inc.
Notes to Consolidated Financial Statements
Level 3 valuation - Legacy Volta Preferred Stock warrants and Private Warrants
The Company measured the value of its Legacy Volta Preferred Stock warrants on a recurring basis using the OPM Back Solve approach. The OPM Back Solve approach uses a Black-Scholes option pricing model to calculate the implied equity value of the Company. Once an overall equity value was determined, the aggregate amounts were allocated to the different classes of equity according to their rights and preferences. The inputs to the OPM Back Solve approach include time to liquidation, a risk-free interest rate, an assumption for a discount for lack of marketability and an assumed volatility based on the volatility of similar publicly traded companies. The Legacy Volta Preferred Stock warrants were exercised as of December 31, 2021.
The following table provides quantitative information regarding Level 3 Legacy Volta Preferred Stock warrants fair value measurement inputs at their measurement dates:
| December 31, 2020 | |||||
| Expected dividend yield | % | ||||
| Risk-free interest rate | % | ||||
| Expected volatility | % | ||||
| Expected term (in years) | |||||
As of December 31, 2021, the Company has Private Warrants defined and discussed in Note 11 - Warrants. The warrants are measured at fair value on a recurring basis at the end of each reporting period using a BLM. The BLM's primary unobservable input utilized in determining the fair value of the Private Warrants is the expected volatility of the common stock. The expected volatility as of the Closing was derived from observable Public Warrants pricing. The expected volatility as of subsequent valuation dates was implied from the Company’s own Public Warrants pricing. Accordingly, the Private Warrants are classified as Level 3 financial instruments. The Private Warrants were valued as of December 31, 2021 using the estimated fair value price of $1.86 per Private Warrant. The following table provides quantitative information regarding Level 3 Private Warrants fair value measurement inputs at their measurement dates:
| August 26, 2021 | December 31, 2021 | ||||||||||
| Expected dividend yield | % | % | |||||||||
| Risk-free interest rate | % | % | |||||||||
| Expected volatility | % | % | |||||||||
| Expected term (in years) | |||||||||||
The changes in the fair value of the Private Warrants, Public Warrants and Legacy Volta Preferred Stock Warrants were as follows:
| (in thousands) | |||||
December 31, 2019 | $ | ||||
| Increase in fair value of warrants | |||||
December 31, 2020 | $ | ||||
| Increase in fair value of Preferred Stock warrants | |||||
| Release of liability upon exercise of Preferred Stock warrants | ( | ||||
| Addition of Private and Public Warrants | |||||
| Release of liability upon exercise of Public Warrants | ( | ||||
| Decrease in fair value of Private and Public warrants | ( | ||||
December 31, 2021 | $ | ||||
F-24
Volta Inc.
Notes to Consolidated Financial Statements
Note 8 - Property and Equipment, Net
Property and equipment, net, as of December 31, 2021 and 2020, consists of the following:
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Charging stations and digital media screens | $ | $ | |||||||||
| Construction in progress: station hardware | |||||||||||
| Capitalized research and development equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Computer and office equipment | |||||||||||
| Capitalized software | |||||||||||
| Development in progress: software | |||||||||||
| Furniture | |||||||||||
| Other fixed assets | |||||||||||
Total property and equipment | |||||||||||
| Less accumulated depreciation and amortization | ( | ( | |||||||||
Property and equipment, net | $ | $ | |||||||||
Construction in progress is primarily composed of the charging stations that are pending installation completion. Depreciation and amortization expenses, excluding intangible amortization, were $11.2 million and $6.5 million for the years ended December 31, 2021 and 2020, respectively.
Note 9 - Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities as of December 31, 2021 and 2020 consists of the following:
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Charging station expenses | $ | $ | |||||||||
| Lease incentive liability | |||||||||||
| Employee related expenses | |||||||||||
| Financing transaction costs | |||||||||||
| Deposit liability | |||||||||||
| Accrued interest | |||||||||||
| Other | |||||||||||
Total accrued expenses and other liabilities | $ | $ | |||||||||
F-25
Volta Inc.
Notes to Consolidated Financial Statements
Note 10 - Debt Facilities
The Company’s outstanding debt instruments as of December 31, 2021 and 2020 are as follows:
| December 31, 2021 | December 31, 2020 | ||||||||||
| (in thousands) | |||||||||||
| Term loans payable | $ | $ | |||||||||
| PPP small business loan | |||||||||||
Total outstanding loans payable | |||||||||||
| Less current maturities, net of debt issuance | |||||||||||
| Less unamortized debt issuance costs, non-current portion | |||||||||||
Total loans payable, net of unamortized debt issuance costs and current term loan payable | $ | $ | |||||||||
Term loans payable
On June 19, 2019, the Company entered into a term loan agreement that provides for senior secured term loan facilities of up to $44.0 million, and on November 25, 2020, the maximum borrowings were increased to $49.0 million. The term loan bears interest on the total outstanding balance at 12 % per annum and is secured by certain qualifying assets of the Company. Principal payments are due in equal monthly installments which began on July 1, 2021, and the term loan matures on June 19, 2024. These provisions expire on the earlier of loan termination, when the facility is fully drawn on, or two years after the Closing Date. As of December 31, 2021 and 2020, $40.8 million and $49.0 million of the principal was outstanding, and there was a debt discount of $0.8 million and $1.2 million, related to debt issuance costs, respectively. As of December 31, 2021 and 2020, accrued interest was $1.3 million and $1.4 million, respectively. Total payments on the principal balance for the year ended December 31, 2021 were $8.2 million, and no payments on the principal balance were made for the period ended December 31, 2020.
The term loan agreement contains certain covenants pertaining to reporting and financial requirements, as well as negative and affirmative covenants. If the Company does not meet its reporting requirements, the lenders have the right to request remedies, including an increase in the interest rate by 3.0 % per annum, and an option to call the loan in the event of default. The lenders agreed to waive their right to call the debt as a result of violations of certain covenants.
Term loan payments by period as of December 31, 2021 are as follows:
| Fiscal Year | (in thousands) | ||||
| 2022 | $ | ||||
| 2023 | |||||
| 2024 | |||||
| $ | |||||
PPP loan
In April 2020 the Company applied for and received a small business loan of $3.2 million through the PPP Loan. Although the Company received full forgiveness for the loan as the entire amount was used for eligible expenses under the program, the Company paid the entire balance of the PPP loan on October 12, 2021.
Financing obligations
For one customer, the Company has entered into multiple contracts to sell media-enabled charging stations and leaseback the digital media screens for a period of up to 10 years. The leaseback of the digital media screen is in excess of its useful life of 5 years. Therefore, the consideration received equal to relative standalone selling price for the digital media screens has been recorded as a financing transaction. This financing arrangement has been
F-26
Volta Inc.
Notes to Consolidated Financial Statements
amortized over its 5 -year term at the Company’s incremental borrowing rate at the time of the transaction. As of December 31, 2021 and 2020, the current portions of the financing obligation were $0.9 million and $0.7 million, respectively, which were included within accrued expenses and other current liabilities in the accompanying consolidated balance sheets. Non-current portions as of December 31, 2021 and 2020 were $3.1 million and $3.8 million, respectively, which were included within other non-current liabilities on the accompanying consolidated balance sheets. The Company’s incremental borrowing rate for each of these transactions has ranged between 6.0 %-16.7 %.
As of December 31, 2021 future payments under financing obligations were as follows:
| Fiscal Year | (in thousands) | ||||
| 2022 | $ | ||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| Thereafter | |||||
Total future payments | |||||
| Less amount representing interest | |||||
Total financing obligations | $ | ||||
Note 11 - Warrants
Legacy Volta Preferred Stock warrants
In connection with the Company’s prior debt financing agreements, Legacy Volta issued Preferred Stock warrants to purchase shares of Legacy Volta Series B Preferred Stock. During 2015, the Company issued warrants to purchase up to 209,029 shares of Series B Preferred Stock at an exercise price of $1.0475 per warrant expiring in July 2025.
On August 25, 2021, 208,993 shares of Legacy Volta Preferred Stock warrants were converted through a cashless exercise in accordance with the terms of the original warrant agreement to 253,613 shares of Class A common stock due to the application of the exchange ratio of approximately 1.2135 .
As of December 31, 2021, none of the Legacy Volta Preferred Stock warrants remain outstanding. As of December 31, 2020, all Legacy Volta Preferred Stock warrants remained outstanding.
Legacy Volta common stock warrants
In connection with the Legacy Volta Series D issuance, the Company issued equity classified warrants to purchase 381,679 shares of Legacy Volta Class B common stock at an exercise price of $1.31 , to the existing investors, during the year ended December 31, 2020. The Company valued the warrants at $0.76 per share upon issuance for a total amount of $0.3 0.3 1.2135 , rounding down to the nearest whole number of shares, at an exercise price per share equal to (i) the exercise price per share for the shares of Legacy Volta common stock subject to such Legacy Volta warrant divided by (ii) 1.2135 , rounding up to the nearest whole cent.
During the year ended December 31, 2021, 182,025 shares of Volta Class A common stock warrants were exercised at an exercise price of $0.01 per share for an immaterial amount.
F-27
Volta Inc.
Notes to Consolidated Financial Statements
During the year ended December 31, 2021, 188,638 shares of Volta Class A common stock warrants were exercised through a cashless exercise. As of December 31, 2021, 9,773,835 Volta Class A common stock warrants remained outstanding. As of December 31, 2020, all Legacy Volta common stock warrants remained outstanding.
Public and private warrants
As the accounting acquirer, Legacy Volta, is deemed to have assumed 8,621,715 Public Warrants and 5,933,333 Private Warrants that were held by TortoiseCorp II at an exercise price of $11.50 . In accordance A&R Warrant Agreement, dated August 26, 2021, between Volta, Computershare Inc. and Computershare Trust Company, N.A., collectively as warrant agent, the Public Warrants and Private Warrants for Class A common shares became exercisable on September 15, 2021. The warrants will expire five years after the completion of the Reverse Recapitalization, or earlier upon redemption or liquidation.
The Public and Private Warrants do not meet the criteria for equity treatment and must be recorded as liabilities on the condensed consolidated balance sheets. Accordingly, the Company classifies the warrants as liabilities and records them at fair value. As of December 31, 2021, 275 public and no private warrants have been exercised.
| Private Warrants | Public Warrants | Total common stock warrants | |||||||||||||||
Outstanding as of December 31, 2020 | |||||||||||||||||
Common stock warrants added upon the Reverse Recapitalization | |||||||||||||||||
Warrants exercised | ( | ( | |||||||||||||||
Outstanding as of December 31, 2021 | |||||||||||||||||
The Private Warrants and the Public Warrants have substantially similar terms, except that the Private Warrants and Class A shares upon exercise of the Public Warrants were not transferable, assignable or salable until 30 days after the completion of the Reverse Recapitalization, subject to certain limited exceptions. Additionally, the Private Warrants will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable and exercisable by such holders and the same basis as the Public Warrants.
Once the warrants become exercisable, the outstanding warrant can be redeemed in whole not in part and upon a minimum of 30 days’ prior written notice of redemption in the following two options:
•If the last sale price of Class A shares equals or exceeds $18.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30 -trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. In that case, the Company can redeem the outstanding warrants at a price of $0.01 per warrant.
•Commencing 90 days after the warrants become exercisable, if the last sale price of Class A shares equal or exceeds $10.00 per share (as adjusted for share sub-divisions, share dividends, reorganizations, recapitalization and the like) on the trading day prior to the date on which the Company sends a notice of redemption to the warrant holders. The Company can redeem the outstanding warrants for Volta Class A common shares a price equal to a number of Class A shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of Class A shares.
No fractional shares will be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrant holder.
F-28
Volta Inc.
Notes to Consolidated Financial Statements
Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation
Prior to the Reverse Recapitalization, Legacy Volta had two classes of authorized common stock: Legacy Volta Class A common stock and Legacy Volta Class B common stock. Unvested shares issued upon early exercise of stock options for cash were not considered outstanding for accounting purposes because the employees holding these awards were not entitled to the rewards of stock ownership. There have been no early exercises other than those issued in exchange for partial recourse notes as of December 31, 2021. The holders of Legacy Volta Class A common stock were entitled to one vote per share on any matter submitted to a vote of the stockholders of the Company; holders of Legacy Volta Class B common stock were entitled to receive dividends whenever funds were legally available and when declared by the Board of Directors.
Reverse Recapitalization
On the Closing Date and in accordance with the terms and subject to the conditions of the Reverse Recapitalization, each share of the Legacy Volta Class A common stock and Legacy Volta Class B common stock, par value $0.0001 per share, was canceled and converted into the right to receive the applicable portion of the Reverse Recapitalization composed of the Company’s Class B common stock and Company's Class A common stock, par value $0.0001 per share, respectively, as determined pursuant to the share conversion ratio. The share conversion ratio is approximately 1.2135
PIPE Financing
Concurrently with the execution of the Business Combination Agreement, certain accredited investors entered into subscription agreements, each dated February 7, 2021, pursuant to which the investors agreed to purchase 30,000,000 shares of the Company’s Class A common stock in a private placement for aggregate gross proceeds of $300.0 million.
Convertible Preferred Stock
Prior to the closing, Legacy Volta had shares of Series A, Series B, Series C, Series C-1, Series C-2, Series D, and Series D-1 convertible Preferred Stock outstanding. Upon the Closing, the outstanding shares of Legacy Volta Preferred Stock were converted into shares of Legacy Volta Class B common stock then converted into Class A common stock of the Company at approximately 1.2135 The following summarized the Company’s Preferred Stock conversion immediately after the Reverse Recapitalization:
| Preferred Shares | Conversion Ratio | Common stock | |||||||||||||||
| Series A redeemable convertible Preferred Stock | |||||||||||||||||
| Series B redeemable convertible Preferred Stock | |||||||||||||||||
| Series C redeemable convertible Preferred Stock | |||||||||||||||||
| Series C-1 redeemable convertible Preferred Stock | |||||||||||||||||
| Series C-2 redeemable convertible Preferred Stock | |||||||||||||||||
| Series D redeemable convertible Preferred Stock | |||||||||||||||||
| Series D-1 redeemable convertible Preferred Stock | |||||||||||||||||
| Total | |||||||||||||||||
F-29
Volta Inc.
Notes to Consolidated Financial Statements
Company’s common stock outstanding
| Authorized Shares | Issued and Outstanding Shares | ||||||||||
| December 31, 2021 | |||||||||||
| Volta Class A common stock | |||||||||||
| Volta Class B common stock | |||||||||||
| Total common stock outstanding | |||||||||||
| December 31, 2020 | |||||||||||
| Volta Class A common stock | |||||||||||
| Volta Class B common stock | |||||||||||
| Total common stock outstanding | |||||||||||
Volta Class A and Volta Class B common stock
Each holder of Volta Class A common stock has the right to one vote per share of Volta Class A common stock, and each holder of Volta Class B common stock has the right to ten votes per share of Volta Class B common stock held of record by such holder. Any dividends or distributions will be treated on a per share basis for each class. In the event a dividend is paid in the form of shares of Volta Class A common stock or Volta Class B common stock then holders of Volta Class A common stock will receive shares of Volta Class A common stock and holders of Volta Class B common stock will receive shares of Volta Class B common stock, with holders of shares of Volta Class A common stock and Volta Class B common stock receiving, on a per share basis, an identical number of shares of Volta Class A common stock or Volta Class B common stock, as applicable.
Subject to any preferential or other rights of any holders of Volta Preferred Stock then outstanding, upon the liquidation, dissolution or winding up of Volta, whether voluntary or involuntary, holders of Volta Class A common stock and Volta Class B common stock are entitled to receive ratably all assets of Volta available for distribution to its stockholders. The holders of Volta Class A and Class B common stock do not have preemptive, subscription, redemption or conversion rights. The Volta Class B common stock is convertible into shares of Volta Class A common stock on a one -to-one basis at the option of the holders or automatically upon predetermined events of the Volta Class B common stock at any time upon written notice to Volta.
Volta Preferred Stock
The Certificate of Incorporation of Volta filed with the Secretary of State of the State of Delaware on August 26, 2021, as the same may be amended, supplemented or modified from time to time provides that shares of Volta Preferred Stock may be issued from time to time in one or more series up to 10,000,000 shares. No such shares have been issued as of December 31, 2021.
F-30
Volta Inc.
Notes to Consolidated Financial Statements
Shares reserved for issuance
The Company has the following shares of common stock reserved for future issuance, on an as-if converted basis:
| December 31, 2021 | December 31, 2020 | ||||||||||
| Redeemable Convertible Preferred Stock | |||||||||||
| Outstanding Public Warrants | |||||||||||
| Outstanding Private Warrants | |||||||||||
| Preferred Stock Warrants | |||||||||||
| Common stock warrants | |||||||||||
| Options and RSUs outstanding | |||||||||||
| Shares available for grant – 2014 Equity Incentive Plan | |||||||||||
| Shares available for grant – 2021 Equity Incentive Plan | |||||||||||
| Shares available for purchase - 2021 ESPP Plan | |||||||||||
| Total shares of common stock reserved | |||||||||||
Employee Stock Purchase Plan
In connection with the Reverse Recapitalization, effective on August 26, 2021, the Board of Directors and Tortoise Corp II’s shareholders adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) to allow employees of Volta, under Section 423 of the Internal Revenue Code of 1986 (the “Code”), and its service providers (outside Section 423 of the Code) to purchase shares of Class A Common Stock at a discount through payroll deductions and to benefit from stock price appreciation, thus enhancing the alignment of employee and stockholder interests.
The 2021 ESPP allows eligible employees and service providers to purchase shares of the Company’s common stock with a percentage or maximum dollar amount discounted through payroll deductions of up to 15 % of eligible employee compensation, subject to any plan limitations. The purchase price of shares of common stock acquired by eligible employees or service providers will not be less than the lesser of: (i) an amount equal to 85 % of the fair market value of the shares of common stock on the offering date; or (ii) an amount equal to 85 % of the fair market value of the shares of common stock on the applicable purchase date. No offerings or purchases of common stock shares have taken place as of December 31, 2021. Subject to capitalization adjustments, the 2021 ESPP provides for the issuance of up to 3,715,944
Equity Incentive Plans
Upon the Closing Date, Volta's Board adopted a new plan (which amended and restated the prior plan), the 2021 Equity Incentive Plan (“2021 EIP”) effective as of August 26, 2021. The 2021 EIP authorizes stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”) and performance-based awards, as well as certain other awards. As of December 31, 2021, 14,357,382 shares of common stock were available and reserved for issuance under the 2021 EIP. The amount of shares available and reserved for issuance under the 2021 EIP include the shares reserved for issuance under the Legacy Volta 2014 Equity Incentive Plan (“2014 EIP”). On the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2031 fiscal year, the number of shares available for issuance under the 2021 EIP will automatically increase in an amount equal to the lesser of (i) five percent (5 %) of the outstanding shares on the last day of the immediately preceding fiscal year and (ii) such number of shares determined by the Board, with such shares to be Class A common stock. Under the 2021 EIP, the Company can grant stock options, stock appreciation rights, restricted stock, RSUs and certain other awards which are settled in the form of common shares under the 2021 EIP. No further awards will be granted under the Legacy Volta 2014 EIP. Additionally, upon the Closing Date, the Board adopted the Founder Incentive Plan (“FIP”) effective August 26, 2021. The FIP authorizes the grant of up to 10,500,000 aggregate RSUs to the Company's two Founders.
F-31
Volta Inc.
Notes to Consolidated Financial Statements
Stock option activity
| Number of options outstanding | Weighted-average exercise price per share | Weighted-average remaining contractual life | Aggregate intrinsic value | ||||||||||||||||||||
| (in years) | (in thousands) | ||||||||||||||||||||||
| January 1, 2020 | $ | $ | |||||||||||||||||||||
| Options granted | |||||||||||||||||||||||
| Options exercised | ( | ||||||||||||||||||||||
| Options forfeited | ( | ||||||||||||||||||||||
| Options expired | ( | ||||||||||||||||||||||
| December 31, 2020 | $ | $ | |||||||||||||||||||||
| Options granted | |||||||||||||||||||||||
| Options exercised | ( | ||||||||||||||||||||||
| Options forfeited | ( | ||||||||||||||||||||||
| Options expired | ( | ||||||||||||||||||||||
| December 31, 2021 | $ | $ | |||||||||||||||||||||
Options vested and exercisable as of December 31, 2020 | $ | $ | |||||||||||||||||||||
Options vested and exercisable as of December 31, 2021 | $ | $ | |||||||||||||||||||||
The aggregate intrinsic value of employee options exercised during the years ended December 31, 2021 and 2020 was $103.4 million and $0.5 million, respectively. The intrinsic value is the difference between the fair value of the Company’s common stock at the date of the exercise and the exercise price for in-the-money options.
The weighted-average grant-date fair value of employee options granted during the years ended December 31, 2021 and 2020 was $3.56 and $0.45 per share, respectively. The weighted-average grant-date fair value of employee options forfeited during the years ended December 31, 2021 and 2020 was $2.20 and $0.38 per share, respectively. The weighted-average grant-date fair value of options that vested during the years ended December 31, 2021 and 2020 was $1.20 and $0.30 per share, respectively. The total fair value of options vested during the years ended December 31, 2021 and 2020 was $7.1 million and $0.9 million, respectively.
RSUs
In accordance with the FIP, the Company granted 10,500,000 RSUs to the founder and co-founder in August 2021. The fair value of the RSUs is measured on the grant date based on the value of the shares on the Closing Date. These grants vest on the earlier of January 1, 2022 or a qualified termination as defined in the FIP. The FIP was adopted upon Closing to replace that certain Volta Management Carve-Out Plan (the "Carve-Out-Plan"), pursuant to which in the event of a "liquidity transaction" (as defined in the Carve-Out Plan), Mr. Mercer and Mr. Wendel would each be eligible to receive 2 % of the "aggregate proceeds" (as defined in the Carve-Out Plan), subject to their execution of a release of claims in favor of Legacy Volta. The terms and conditions of the FIP and the grant of RSUs to Mr. Mercer and Mr. Wendel were proposed to be adopted in exchange for the termination of the Carve-Out Plan, and such proposal was approved by the shareholders of TortoiseCorp II.
In accordance with the 2021 EIP, the Company granted RSUs to certain officers, executives, new hires, and key employees in November 2021 and December 2021. The fair value of the RSUs is measured on the grant date based on the closing price for the Company’s common stock. Typically, these grants vest over a -year period from the date of issuance.
F-32
Volta Inc.
Notes to Consolidated Financial Statements
In addition to RSUs granted with service-based vesting conditions, the Company also granted RSUs with performance-based and market-based vesting conditions. Performance-based RSUs vest on the date that the Company achieves the targets specified within the grant agreements. The fair value of the awards is measured on the grant date based on the closing price of the Company’s common stock. The Company also granted RSUs with market-based vesting conditions to certain executives and designated employees in November and December 2021. Market-based RSUs vest on the date that the Company's stock price reaches certain thresholds specified within the grant agreements. The fair value of RSUs with market-based vesting conditions is measured on the grant date using a BLM. The requisite service period is also determined through the use of a BLM. Compensation cost associated with awards granted with market-based vesting conditions is recognized using an accelerated attribution method over the requisite service period even if the market condition is never satisfied.
A summary of the RSU activity for the year ended December 31, 2021 was as follows:
| Number of shares | Weighted-average grant date fair value | ||||||||||
January 1, 2021 | $ | ||||||||||
| RSUs granted | $ | ||||||||||
| RSUs vested | $ | ||||||||||
| RSUs forfeited | ( | $ | |||||||||
December 31, 2021 | $ | ||||||||||
The weighted-average grant-date fair value of RSUs granted during the twelve months ended December 31, 2021 was $10.70 per share.
In addition to the awards outlined above, the Company approved the grant of 111,168 market-based RSUs and 1,349,591 service-based RSUs that were not yet communicated to employees as of December 31, 2021. As a result, these awards were not considered granted for accounting purposes during the year ended December 31, 2021.
Restricted Stock Awards
In accordance with the 2014 EIP, the Company granted restricted stock awards (“RSAs”) to certain officers in February 2021. The fair value of the RSAs is measured on the grant date based on the closing price for the Company’s common stock. These awards vested immediately on the date of issuance.
A summary of the restricted stock award activity for the year ended December 31, 2021 was as follows:
| Number of shares | Weighted-average grant date fair value | ||||||||||
January 1, 2021 | |||||||||||
| RSAs granted | $ | ||||||||||
| RSAs vested | ( | $ | |||||||||
| RSAs forfeited | $ | ||||||||||
December 31, 2021 | $ | ||||||||||
Stock-based compensation
Stock-based compensation for options is estimated using the Black-Scholes option pricing model on the date of grant. The fair value of all options is amortized on a ratable basis over the required service periods of the awards, which are generally the vesting periods.
F-33
Volta Inc.
Notes to Consolidated Financial Statements
The weighted-average assumptions that were used in calculating such values during the years ended December 31, 2021 and 2020 were as follows:
Year ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Expected dividend yield | % | % | |||||||||
| Risk-free interest rate | % | % | |||||||||
| Expected volatility | % | % | |||||||||
| Expected term (in years) | |||||||||||
The Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Therefore, the expected term of options granted is based on the “simplified method” of expected life.
The risk-free interest rate is based on the U.S. Treasury yield for a term consistent with the expected life of the awards in effect at the time of grant.
As the Company does not have a trading history for its common stock prior to the Reverse Recapitalization, the expected stock price volatility for the Company’s common stock was estimated by taking the historic stock price volatility for industry peers based on their price observations over a period equivalent to the expected term of the stock option grants. The Company has no history or expectation of paying cash dividends on its common stock.
In accordance with the 2021 FIP and EIP, the Company has granted RSUs that are subject to service-based vesting conditions, performance-based vesting conditions and market-based vesting conditions established by the Company’s Compensation Committee at the grant date. Compensation cost for the performance-based RSUs is recognized over the requisite service period if it is probable that the performance condition will be satisfied. The Company interprets the term “probable” to represent a greater than 70% likelihood that an event will occur. As of December 31, 2021, the Company determined that it is not probable that the performance conditions would be satisfied and has not recorded compensation cost associated with the performance-based awards.
Compensation cost associated with market-based RSUs is recognized over the requisite service period using the accelerated attribution method even if the market condition is never satisfied. As of December 31, 2021, the Company recognized $21.6 million in compensation costs associated with market-based RSUs.
The unrecognized compensation expense related to stock options and RSUs was $17.4 million and $196.5 million, at December 31, 2021 respectively, and is expected to be recognized over a weighted average period of 1.3 years and 1.65 years, respectively.
The Company estimated the fair value of its market-based RSUs on the grant date using a BLM incorporating the assumptions noted in the table below:
Year ended December 31, 2021 | |||||
| Expected dividend yield | % | ||||
| Risk-free interest rate | % | ||||
| Expected volatility | % | ||||
| Expected term (in years) | |||||
Correction of material error
On March 22, 2022, the Company filed Amendment No.1 on Form 10-Q/A to amend its Quarterly Report on Form 10-Q for the quarterly period September 30, 2021 filed on November 12, 2021. The Amendment No.1 restated previously issued unaudited interim condensed consolidated financial statements as result of an improper assessment of the accounting grant date of certain Company's RSUs, resulting in an understatement of stock-based
F-34
Volta Inc.
Notes to Consolidated Financial Statements
compensation for the three and nine months ended September 30, 2021. Stock-based compensation expense for these RSUs should have been recognized during the reporting period ending September 30, 2021 as the accounting grant date for these grants occurred during that period.
Significant modifications
In July 2021, in connection with the resignation of the Company’s former chief financial officer, the Board of Directors approved the acceleration of 458,314 unvested stock options on the date of her resignation. The exercise period for 140,000 of the options not previously exercised with partial recourse notes was extended such that the vested shares will remain outstanding and exercisable through the original 10 -year term of each respective option. The maturity date of the partial recourse notes issued in exchange for early exercises was also extended from the termination date of July 31, 2021 to December 15, 2021. The Company recorded incremental stock-based compensation expense of approximately $2.4 million for this combination of stock option modifications.
In addition, in August 2021, the Board of Directors approved the acceleration of all 110,418 stock options for two individuals in connection with their terminations. The modified options post-termination exercise period was extended such that the vested shares will remain outstanding and exercisable through the original 10 -year term. The Company recorded incremental stock-based compensation expense of approximately $0.5 million for these stock option modifications.
The stock option modifications were measured as the excess of the fair value of the modified awards over the fair value of the original awards immediately before the modifications. The incremental stock-based compensation was recorded in selling, general and administrative expense, on the consolidated statement of operations for the year ended December 31, 2021.
Compensation expense
Compensation expense related to stock-based awards was recorded in selling, general and administrative in the accompanying consolidated statements of operations and comprehensive loss for $174.0 million and $5.3 million for the years ended December 31, 2021 and 2020, respectively.
Partial recourse promissory notes
As of December 31, 2021 and 2020, the Company had $0.2 million and $10.4 million of promissory notes outstanding from employees and former employees, issued for 186,124 and 1,036,124 restricted stock purchases of Legacy Volta Class A common stock, respectively, and 365,605 and 11,147,195 shares of stock options exercisable for Legacy Volta Class B common stock, respectively. The two remaining outstanding promissory notes for the exercise of stock options represent the aggregate exercise price of the options and carry an interest rate of 2.26 %, and the principal and interest are due upon the earlier of (i) the tenth anniversary of the note’s issuance, or (ii) the date of a change of control. The promissory notes issued are collateralized by the shares issued in exchange for the note and were considered to be partial recourse as they may be surrendered at the then fair market value of a share of common stock as determined by the Board. The remainder up to 50 % of the value of the original principal of the notes is collateralized by the assets of the borrowers. The amount payable is not limited to the fair value of the shares at the time of default or maturity. As such, the shares are not considered exercised for accounting purposes and the shares issued are not reflected as outstanding in the consolidated financial statements until the notes are repaid and the underlying stock options have vested.
During the year ended December 31, 2020, two employees transferred and sold fully vested 855,688 shares of Class B Common Stock at a price of $7.01 per share and the Company recognized $0.4 million for the portion of the partial recourse promissory note issued in December 2016 corresponding to the sold shares in notes receivable - employee on the consolidated balance sheets.
F-35
Volta Inc.
Notes to Consolidated Financial Statements
Note 13 - Net Loss Per Share
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. For stock options that were exercised by employees issuing promissory notes to the Company, the shares of common stock issued under such exercises are not included in the calculation of basic net loss per share until the underlying promissory notes are fully paid or forgiven.
Diluted net loss per share is computed in a similar manner, but it also includes the effect of potential common shares outstanding during the period, when dilutive. Potential common shares include outstanding stock options, Legacy Volta convertible Preferred Stock, warrants for Legacy Volta common stock and warrants for Legacy Volta Preferred Stock. The dilutive effect of potentially dilutive common shares is reflected in diluted net loss per share by application of the treasury stock method for stock options and warrants, and by application of the if-converted method for the Legacy Volta Preferred Stock. Deposits received for the repayment of the promissory notes for the exercise of stock options are considered in the calculation of diluted net loss per share, in the event the effect is dilutive. To the extent these potential common shares are antidilutive, they are excluded from the calculation of diluted net loss per share.
The following table presents the computation of basic and diluted net loss per share for the periods presented:
Year ended December 31, | |||||||||||||||||||||||
| 2021 | 2020 | ||||||||||||||||||||||
| Class A Common Shares | Class B Common Shares | Class A Common Shares | Class B Common Shares | ||||||||||||||||||||
| Numerator: | |||||||||||||||||||||||
| Net loss | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic shares: | |||||||||||||||||||||||
| Weighted-average common shares, basic | |||||||||||||||||||||||
| Diluted shares: | |||||||||||||||||||||||
| Weighted-average common shares, diluted | |||||||||||||||||||||||
| Net loss per share attributable to common stockholders: | |||||||||||||||||||||||
| Basic | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Diluted | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
The following weighted average shares of the potentially dilutive outstanding securities for the year ended December 31, 2021 were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive given the net loss attributable to common shares. Therefore, the diluted net loss per share is the same as the basic net loss per share for the periods presented.
As a result of the Reverse Recapitalization, the Company has retroactively adjusted the weighted-average number of shares of common stock outstanding then by multiplying them by the exchange ratio of approximately 1.2135 used to determine the number of shares of common stock into which they converted. The common stock
F-36
Volta Inc.
Notes to Consolidated Financial Statements
issued as a result of the redeemable convertible Preferred Stock conversion on the Closing Date was included in the basic and diluted net loss per share calculation.
Year ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| Anti-dilutive securities | |||||||||||
| Outstanding stock options - stock plan | |||||||||||
| Non plan option grants | |||||||||||
| Convertible Preferred Stock | |||||||||||
| Warrants for common stock | |||||||||||
| Warrants for Preferred Stock | |||||||||||
| Options and RSAs exercised under notes receivables | |||||||||||
| Unvested RSUs | |||||||||||
Total anti-dilutive securities | |||||||||||
Note 14 - Leases
The Company is a lessee in several noncancellable operating leases, primarily for office space and the use of spaces for the installation of its electric vehicle charging stations (“site leases”). These leases generally have an initial term ranging from to ten years , with the option to extend the lease for to five years . In connection with the leases, the Company had asset retirement obligations for the restoration of lease sites of $1.4 million and $0.8 million as of December 31, 2021 and 2020, respectively, in other non-current liabilities within the accompanying consolidated balance sheets.
Supplemental information related to leases within the consolidated balance sheets is as follows:
| December 31, 2021 | December 31, 2020 | ||||||||||
| Other operating leases information | |||||||||||
| Weighted-average remaining lease term (years) | |||||||||||
| Weighted-average discount rate | % | % | |||||||||
The Company received COVID-19 related rent concessions indicating that (i) the Company was not obligated to pay rent, or the entirety of the contractual rent, or (ii) the Company received interest-free rent deferrals for the period affected by lockdown measures. There were no such concessions recognized as negative variable lease cost for the year ended December 31, 2021. For the year ended December 31, 2020 the concessions recognized as negative variable lease cost were $0.2 million. The following lease costs were recognized in other operating (income) expenses within the accompanying consolidated statements of operations and comprehensive loss:
Year ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| (in thousands) | |||||||||||
| Operating lease costs | |||||||||||
| Fixed lease cost | $ | $ | |||||||||
| Variable lease cost | ( | ||||||||||
Total operating lease costs | $ | $ | |||||||||
F-37
Volta Inc.
Notes to Consolidated Financial Statements
Supplemental cash flow information related to leases is as follows:
Year ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| (in thousands) | |||||||||||
| Cash paid for amounts included in the measurement of lease liabilities | |||||||||||
| Operating cash outflows from operating leases | $ | $ | |||||||||
| ROU assets obtained in exchange for lease obligations | |||||||||||
| ROU assets obtained in exchange for operating lease liabilities | $ | $ | |||||||||
Amounts disclosed for ROU assets obtained in exchange for lease obligations include amounts added to the carrying amount of ROU assets resulting from lease modifications and reassessments.
Maturities of lease liabilities as of December 31, 2021 are as follows:
| Leases | |||||
| Fiscal Year | (in thousands) | ||||
| 2022 | $ | ||||
| 2023 | |||||
| 2024 | |||||
| 2025 | |||||
| 2026 | |||||
| Thereafter | |||||
Total undiscounted lease payments | |||||
| Less imputed interest | ( | ||||
Total lease liabilities | $ | ||||
As of December 31, 2021, there are additional operating leases that have not yet commenced of $8.9 million. These operating leases are expected to commence between fiscal year 2022 and fiscal year 2024 with lease terms of 4 to 9 years.
Note 15 - Commitments and Contingencies
Contingencies
From time to time, the Company may become involved in claims and other legal matters, either asserted or unasserted, arising in the ordinary course of business. While the outcome of these claims cannot be predicted with certainty, management does not believe that the outcome of any of these ongoing legal matters, individually and in aggregate, will have a material adverse effect on the Company’s consolidated financial statements.
As of December 31, 2021 and 2020, the Company had $0.6 1.4
Employee benefit plan
The Company has a 401(k) defined contribution savings plan that covers substantially all of its employees. The Company contributes a matching contribution of 4 % of the employee's salary each month under applicable safe harbor rules. Employee contribution is also limited by annual maximum amount determined by the Internal Revenue Service. The Company made contributions of $1.0 million and $0.5 million for the years ended December 31, 2021 and 2020, respectively.
F-38
Volta Inc.
Notes to Consolidated Financial Statements
Purchasing Obligations
In the normal course of business, Volta enters into contractual agreements of the purchase of goods and services to ensure availability and timely delivery. Current commitments for purchases reflect Volta's focus on expanding its charging network. As of December 31, 2021, Volta has contractually committed to a purchase of $3.8 million from key suppliers for capital assets, inventory, and services, in 2022.
Note 16 - Income Taxes
Loss before income taxes for the years ended December 31, 2021 and 2020 are as follows:
Year Ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| (in thousands) | |||||||||||
| United States | $ | ( | $ | ( | |||||||
| Foreign | ( | $ | |||||||||
Loss before income taxes | $ | ( | $ | ( | |||||||
The provision for income taxes for the years ended December 31, 2021 and 2020 was immaterial, and the individual components (current and deferred, federal and state) were all individually immaterial as well.
Year Ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| (in thousands) | |||||||||||
| Current: | |||||||||||
| Federal | $ | $ | |||||||||
| State | |||||||||||
| International | |||||||||||
| Deferred: | |||||||||||
| Federal | |||||||||||
| State | |||||||||||
Total income tax provision | $ | $ | |||||||||
The difference between the tax provision at the statutory federal income tax rate and the provision for (benefit from) income tax as a percentage of loss before income taxes (effective tax rate) for the years ended December 31, 2021 and 2020 was as follows:
Year Ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
| (in thousands) | |||||||||||
| Benefit from income taxes at U.S. federal statutory rate | $ | ( | $ | ( | |||||||
| State statutory rate | ( | ( | |||||||||
| Foreign tax rate at statutory rate | |||||||||||
| Foreign tax rate differential | ( | ||||||||||
| Change in valuation allowance | |||||||||||
| Stock-based compensation | |||||||||||
| Permanent differences | |||||||||||
| Alternative fuel vehicle credit | ( | ( | |||||||||
| Other | |||||||||||
Total provision for (benefit from) income taxes | $ | $ | |||||||||
F-39
Volta Inc.
Notes to Consolidated Financial Statements
The Company’s effective tax rate differs from the federal statutory rate primarily due to the change in valuation allowance, stock-based compensation, true-up of the prior year net operating loss (“NOL”), and the alternative fuel credit.
The components of net deferred tax assets as of December 31, 2021 and 2020 consisted of the following:
Year Ended December 31, | |||||||||||
| 2021 | 2020 | ||||||||||
(in thousands) | |||||||||||
| Deferred tax assets: | |||||||||||
| Net operating loss carryovers | $ | $ | |||||||||
| Accruals, deferrals, and reserves | |||||||||||
| Operating lease liabilities | |||||||||||
| Stock compensation | |||||||||||
| Credits | |||||||||||
| Gross deferred tax assets | |||||||||||
| Valuation allowance | ( | ( | |||||||||
Gross deferred tax assets after valuation allowance | $ | $ | |||||||||
| Deferred tax liabilities | |||||||||||
| Fixed Assets and intangibles | $ | ( | $ | ( | |||||||
| Operating lease right-of-use assets | ( | ( | |||||||||
Gross deferred tax liabilities | $ | ( | $ | ( | |||||||
Net deferred tax assets | $ | $ | |||||||||
Management regularly assesses the ability to realize deferred tax assets recorded based upon the weight of available evidence, including such factors as recent earnings history and expected future taxable income on a jurisdiction-by-jurisdiction basis. In the event that the Company changes its determination as to the amount of realizable deferred tax assets, the Company will adjust its valuation allowance with a corresponding impact to the provision for income taxes in the period in which such determination is made. During the years ended December 31, 2021 and 2020, the valuation allowance increased by $66.0 million and $19.2 million, respectively.
Utilization of the net operating loss and tax credit carryforwards may be subject to a substantial annual limitation due to the “ownership change” limitations provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended, and other similar state provisions. Any annual limitation may result in the expiration of net operating loss and tax credit carryforwards before utilization.
As of December 31, 2021, the Company had federal and state NOL carryforwards of approximately $268.8 million and $215.3 million (post apportionment), respectively, as reported on its tax returns available to reduce future taxable income, if any. If not utilized, these federal and state NOL carryforwards will begin to expire in the year ending December 31, 2036. As a result of the Tax Cuts and Jobs Act of 2017, $251.2 million in federal NOL carryforwards do not have an expiration date. As of December 31, 2021, the Company also has Alternative Fuel Vehicle Credit carryforwards of $11.5 million that will begin to expire in the year ending December 31, 2035 if not utilized.
The Company accounts for uncertain tax positions in accordance with accounting standards which clarifies the accounting for uncertainty in income taxes in an enterprise’s financial statements by defining the criterion that an individual tax position must meet for any part of the benefit of that position to be recognized in an enterprise’s financial statements. The accounting standard prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return as well as guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As of December 31, 2021, the Company has recorded $2.0 million in uncertain tax position related to deferred revenue.
F-40
Volta Inc.
Notes to Consolidated Financial Statements
The Company’s policy is to include penalties and interest related to income tax matters within the Company’s benefit from (provision for) income taxes. As of December 31, 2021, the Company had no material accrued interest and penalties related to uncertain tax positions.
The 2018 through 2021 tax years generally remain subject to examination by U.S. federal and most state tax authorities.
Note 17 - Related Party Transactions
2Predict, Inc.
Prior to April 2021, the Company received services from 2Predict, a firm where a Volta officer is Co-Founder and CEO, and recognized expenses of $0.6 0.1 million in accounts payable - due to related party for the consulting services received. As of December 31, 2021 the Company had no balance in accounts payable - due to related party for consulting services received as 2Predict, is no longer a related party as certain of its assets were acquired by the Company in April 2021 (see Note 4 - Acquisitions).
Related party loans
Legacy Volta issued a total of $30.2 million in convertible notes for the year ended December 31, 2020, of which $9.8 million was issued to Activate Capital Partners, LP, an entity where a former Volta Board member is the partner and Co-Founder, Virgo Hermes, LLC, an entity where a Volta Board member was a partner, Energize Ventures, LLC, where a Volta Board member is the Managing Partner, former Volta CFO Debra Crow, and Bauer Family Investments, a Volta investor and an affiliate of Volta's President. During the year ended December 31, 2021, the Company did not issue additional convertible notes. As of December 31, 2020, the total $9.8 million convertible notes issued to related parties had been converted into 2,721,956 shares of Series D-1 Preferred Stock at a conversion price of $3.77 per share for total proceeds of $10.3 million. The Series D-1 Preferred Stock shares were issued, collectively, to Activate Capital Partners, LP, Virgo Hermes, LLC, and Energize Ventures, LLC, the former Volta CFO, Debra Crow, and Bauer Family Investments. At Closing, the outstanding shares of 2,721,956 Legacy Volta Series D-1 Preferred Stock were converted into shares of Legacy Volta Class B common stock, which were then converted into 3,303,094 shares of Class A common stock of the Company through a cashless exercise, as determined by the share conversion ratio (see Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation).
Legacy Volta issued 9,374,786 shares of Legacy Volta Series D Preferred Stock during the year ended December 31, 2020, which upon the Closing were converted into 11,376,303 Class A common stock through a cashless exercise. Of the 9,374,786 shares of Legacy Volta Series D Preferred Stock, 169,485 shares were issued to 19 York Ventures, which is an entity founded by a Volta Board member, and to the current Chair of the Audit Committee, at $7.38 per share for total proceeds of $1.3 million. The 169,485 shares of Legacy Volta Series D Preferred Stock were converted into 205,670 Class A common stock of the Company in connection with the Reverse Recapitalization. During the year ended December 31, 2021, the Company issued 3,891,256 shares of Legacy Volta Series D Preferred Stock which upon the Closing, were converted into shares of Legacy Volta Class B common stock, which were then converted into 4,722,039 shares of Class A common stock of the Company through a cashless exercise. Of the 3,891,256 shares of Legacy Volta Series D Preferred Stock, 2,032,271 shares were issued to 19 York Ventures and Energize Ventures, LLC at $7.38 per share for total proceeds of $15.0 million, which upon the Closing, were converted into shares of Legacy Volta Class B common stock, which were then converted into 2,466,161 shares of the Company's Class A common stock (see Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation).
Common stock warrants
During the year ended December 31, 2020, in connection with Legacy Volta's Series D issuance (see Note 11 - Warrants), the Company issued 531,679 Legacy Volta Class B common stock warrants for total value of $0.7 million, which upon the date of the Closing, were converted into 645,192 shares of the Company's Class A common
F-41
Volta Inc.
Notes to Consolidated Financial Statements
stock of the Company through a conversion to Energize Ventures, LLC, and to Activate Capital Partners, LP for the consulting services provided during the fundraising, respectively (see Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation).
Promissory notes
All of the principal related to partial recourse promissory notes issued by the Company as of December 31, 2020 was used to exercise options for 9,271,877 shares of the Company's stock which upon the Closing were converted to 11,251,423 Class A common stock of the Company through a cashless exercise. The aggregate principal amount of promissory notes includes $0.7 million for taxes relating to 83(b) elections paid on the employees’ behalf and was recognized as notes receivable - employee on the consolidated balance sheet as of December 31, 2020. As part of the Reverse Recapitalization, all promissory notes with employees were required to be settled.
During the year ended December 31, 2021, the Company entered into promissory note agreements with certain executives where the Company loaned $8.6 million at an interest rate of 3.25 %.
The promissory notes with current employees were required to be settled upon the Closing. The notes associated with three former employees were not required to be settled upon the Reverse Recapitalization, however one of the notes have been settled while the other two remain outstanding as of December 31, 2021. (see Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation).
Secondary Sales
During the year ended December 31, 2020, the CEO and the President of the Company transferred and sold fully vested 855,688 shares of Legacy Volta Class B Common Stock to 19York Ventures and EV Volta SPV, LLC, each an entity where a Volta Board member is a managing partner, at a price of $7.01 per share. The Company recognized $3.4 million for the difference between the purchase price and the fair value of $3.06 per share as of December 31, 2020 for the shares sold and transferred in selling, general and administrative in the consolidated statements of operations and comprehensive loss. The Company also recognized $0.4 million for the portion of the partial recourse promissory note issued in December 2016 corresponding to the sold shares in notes receivable - employee on the consolidated balance sheets.
Legacy Volta Class B common stock
During the year ended December 31, 2021, prior to the Reverse Recapitalization, Activate Capital Partners, LP exercised its Legacy Volta Class B common stock Warrants for 182,025 shares of Class A common stock at an exercise price of $0.01 per share for a total immaterial amount. Subsequent to the Reverse Recapitalization, Activate Capital Partners, LP, exercised 188,638 shares of Class A common stock warrants which were converted through a cashless exercise (see Note 12 - Stockholders’ (Deficit) Equity and Stock-Based Compensation).
Note 18 - Subsequent Event
Please refer to “Note 18 - Subsequent Events,” of the accompanying consolidated financial statements for additional information.
F-42
Part II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
The following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with the securities being registered hereby.
Amount | ||||||||
| SEC registration fee | $ | 151,281 | ||||||
Legal fees and expenses | * | |||||||
Accounting fees and expenses | * | |||||||
Miscellaneous | * | |||||||
Total | $ | * | ||||||
__________________
*These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time.
Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the “DGCL”) provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. The registrant’s certificate of incorporation and bylaws provide for indemnification by the registrant of its directors and officers to the fullest extent permitted by the DGCL.
Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. The registrant’s certificate of incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.
The registrant has entered into, and expects to continue to enter into, indemnification agreements with each of its directors and executive officers. These agreements provide that the registrant will indemnify each of its directors and such officers to the fullest extent permitted by law.
Any underwriting agreement or distribution agreement that the registrant enters into with any underwriters or agents involved in the offering or sale of any securities registered hereby may require such underwriters or dealers to indemnify the registrant, some or all of its directors and officers and its controlling persons, if any, for specified liabilities, which may include liabilities under the Securities Act.
The registrant also maintains standard policies of insurance under which coverage is provided to its directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of the registrant.
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Item 15. Recent Sales of Unregistered Securities.
The issuances of the Class B Common Stock to Messrs. Scott Mercer, Christopher Wendel and Andrew P. Lipsher in connection with the consummation of the Reverse Recapitalization were not registered under the Securities Act and were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Registration D promulgated thereunder, as a transaction by an issuer not involving a public offering without any form of general solicitation or general advertising.
Item 16. Exhibits and Financial Statement Schedules.
(a)Exhibits.
| Exhibit No. | Description | |||||||
| 2.1* | ||||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 5.1 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 10.4 | ||||||||
| 10.5 | ||||||||
| 10.6† | ||||||||
| 10.7† | ||||||||
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| 10.8† | ||||||||
| 10.9† | ||||||||
| 10.10† | ||||||||
| 10.11† | ||||||||
| 10.12 | ||||||||
| 10.13 | ||||||||
| 16.1 | ||||||||
| 21.1 | ||||||||
| 23.1 | ||||||||
| 23.2 | ||||||||
| 24.1 | ||||||||
| 101.INS | XBRL Instance Document | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
__________________
*Schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The registrant hereby agrees to furnish supplementally a copy of any omitted schedule to the SEC upon its request.
†Indicates a management contract or compensatory plan, contract or arrangement.
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Item 17. Undertakings.
(a)The undersigned registrant hereby undertakes:
(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of San Francisco, State of California, on May 23, 2022.
| VOLTA INC. | |||||
| By: | /s/ Francois P. Chadwick | ||||
| Francois P. Chadwick | |||||
| Chief Financial Officer | |||||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on May 23, 2022.
| Signature | Title | |||||||
* | Interim Chief Executive Officer | |||||||
| Brandt Hastings | (Principal Executive Officer) | |||||||
* | Chief Financial Officer | |||||||
| Francois P. Chadwick | (Principal Financial and Accounting Officer) | |||||||
* | Director | |||||||
| Eli Aheto | ||||||||
* | Director | |||||||
| Vincent T. Cubbage | ||||||||
* | Director | |||||||
| Martin Lauber | ||||||||
* | Director | |||||||
| Katherine J. Savitt | ||||||||
* | Director | |||||||
| John J. Tough | ||||||||
* | Director | |||||||
| Bonita C. Stewart | ||||||||
| By: | /s/ Francois P. Chadwick | ||||
| Francois P. Chadwick | |||||
| Attorney-in-Fact | |||||
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