Jun. 15, 2022
June 15, 2022 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 RE: Request for Public Input on the Enhancement and Standardization of Climate-Related Disclosures for Investors Release Nos. 33-11042 34-94478 File No. S7-10-22 This letter is in response to the request of the United States Securities and Exchange Commission (SEC) for public comment on its proposed rule titled The Enhancement and Standardization of Climate-Related Disclosures for Investors. Volta's mission is to build the fueling infrastructure of the future by delivering electric vehicle (EV) charging solutions to catalyze the shift to EVs and we believe the increased transparency over climate-related disclosures is essential for accountability. However, as an emergency growth company, the estimated implementation costs of the proposed rule are substantial and may adversely impact Voltas ability to drive business innovation as funds for research and development are redirected to these compliance related activities. Please see below for our detailed comments over specific areas that cause concern. The proposed rule requires registrants to determine the impacts of climate-related events (severe weather events and other natural conditions and physical risks identified by the registrant) and transition activities (including transition risks identified by the registrant), on each consolidated financial statement line item. We believe additional definitions and guidelines are required in this proposal to effectively determine severe climate change related weather events, as opposed to a regularly occurring weather event consistent with historical experience. The proposed rule utilizes a threshold of 1% of each financial statement line item for disclosure of climate-related events and transition activities. These calculations would be extremely onerous for smaller reporting and emerging growth companies to track, particularly for companies with large suppliers that may not track such events to the same granularity. These calculations are extremely onerous even for large companies. Additionally, these calculations would be largely subjective in nature because of the lack of clear definitions as noted in the preceding comment, and we would propose a higher materiality threshold or expedient offered for smaller reporting and emerging growth companies. There is a lack of clarity and guidance over the determination of in-scope indirect impacts, such as transportation and freight cost increases to a supplier, or our suppliers supplier due to fuel price increases, or increased labor costs that may be directly or indirectly influenced by a climate-related event. We foresee difficulties obtaining this data timely as our many of suppliers do not have the ability to provide that level of information to us and to a level of precision with which our auditors would be able to provide reasonable assurance for financial reporting. In other words, where do companies draw the line in the analysis and at what cost is it too burdensome to comply? We request the SEC provide greater clarity and guidance over the cutoff of upstream and downstream impacts that should be considered to quantify climate-related impacts. We additionally request an exemption or practical expedient to non-accelerated filers and small reporting companies over indirect impact s that are not reasonably quantifiable. The provision on GHG Emissions would require Scope 3 if the registrant has set a target or goal for Scope 3 emissions disclosures. These emissions disclosures may create a disincentive for registrants to set targets or goals over emission reductions due to increased compliance costs. We propose utilizing a reasonable materiality threshold of 5% companies as opposed to a target or goal-based rule. Although not authoritative, current practice utilizes a materiality threshold of 5% based on previous SEC communications. We propose exemptions for emerging growth and smaller reporting companies due to significant compliance costs. In conclusion, we hope the SEC carefully considers the definition and scope of items included within the financial statement disclosures which are subject to a level of assurance. We also hope they consider adding additional practical expedients and exemptions for smaller reporting companies over Scope 1 and 2 to reduce the financial and reporting burden over these areas. Respectfully, Francois P. Chadwick, Chief Financial Officer Volta Inc.