PART
I
INFORMATION
REQUIRED IN THE SECTION 10(a) PROSPECTUS
In accordance with the instructional note to Part I of Form S-8 as promulgated
by the SEC, the information specified by Part I of Form S-8 has been omitted from this Registration Statement. The documents containing
the information specified in Part I will be delivered to the participants in the Plans covered by this Registration Statement as required
by Rule 428(b)(1) under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act.
Volta
Inc.
14,470,552 Shares of Class A Common Stock
This reoffer prospectus relates to the offer and sale from time to time
by the selling securityholders named in this prospectus (the “Selling Securityholders”), or their permitted transferees, of
up to 14,470,552 shares of Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”) of Volta Inc. (unless
otherwise indicated or the context otherwise requires, the “Company,” “Volta,” “we,” “our”
or “us”), a Delaware corporation. This prospectus covers 14,470,552 shares of Class A Common Stock that have been or will
be issued to each Selling Securityholder under an award agreement between the Company and the Selling Securityholder, including under
certain award agreements relating to outstanding awards which have Class A Common Stock underlying shares of Class B Common Stock. We
are not offering any shares of Class A Common Stock and will not receive any proceeds from the sale of shares of Class A Common Stock
by the Selling Securityholders pursuant to this prospectus. The Selling Securityholders are “affiliates” of our company (as
defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”)) or are non-affiliates of our company
who hold shares of Class A Common Stock, which were issued pursuant to awards granted under a stock plan of Volta following the business
combination between Volta and Legacy Volta (the “Business Combination”) (as discussed in more detail below).
The
Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the shares of Class A Common
Stock covered by this prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through
broker-dealers or agents. If underwriters or dealers are used to sell the shares, we will name them and describe their compensation
in a prospectus supplement. The Class A Common Stock may be sold in one or more transactions at fixed prices, prevailing market
prices at the time of sale, prices related to the prevailing market prices, varying prices determined at the time of sale or
negotiated prices. We do not know when or in what amount the Selling Securityholders may offer the shares for sale, and certain
Selling Securityholders have entered into lock-up agreements described herein. The Selling Securityholders may sell any, all or none
of the shares offered by this prospectus. See “Plan of Distribution” beginning on page 7 for more information
about how the Selling Securityholders may sell or dispose of the shares of Class A Common Stock covered by this
prospectus.
The shares
of Class A Common Stock that have been or will be issued pursuant to awards granted to the Selling Securityholders are or would be “restricted
securities” within the meaning of Rule 144 under the Securities Act before their sale under this prospectus. This prospectus has
been prepared for the purposes of registering the shares under the Securities Act to allow for future sales by Selling Securityholders
on a continuous or delayed basis to the public without restriction.
Our Class
A Common Stock is listed on the NYSE under the symbol “VLTA”. On October 29, 2021, the last reported sale price of
our Class A Common Stock was $8.14 per share.
Our public
warrants are listed on the NYSE under the symbol “VLTA WS”. On October 29, 2021, the last reported sale price of our
public warrants was $2.45 per warrant.
We are an
“emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain
reduced public company reporting requirements.
Investing
in our securities involves risks that are described in the “Risk Factors” section on page 3 of this
prospectus.
Neither
the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of the
securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary
is a criminal offense.
The
date of this prospectus is November 2, 2021.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and any accompanying prospectus supplement contain forward-looking statements within the meaning of Section 27A of the Securities
Act, and Section 21E of 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 Business Combination, 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:
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intense
competition faced by Volta in the electric vehicle (“EV”) charging market and
in its content activities;
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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;
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market
conditions, including seasonality, that may impact the demand for EVs and EV charging stations
or content on Volta’s digital displays;
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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;
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risks,
cost overruns and delays associated with construction and installation of Volta’s charging
stations;
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risks
associated with any future expansion by Volta into additional international markets;
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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;
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cost
increases, delays or new or increased taxation or other restrictions on the availability
or cost of electricity;
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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;
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any
undetected defects, errors or bugs in Volta’s charging stations or mobile application
platform;
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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;
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the
EV market may not continue to grow as expected;
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the
impact of competing technologies that could reduce the demand for EVs;
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data
security breaches or other network outages;
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Volta’s
ability to obtain or maintain the listing of Class A Common Stock on the NYSE;
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Volta’s
ability to realize the anticipated benefits of the Business Combination, 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;
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changes
in applicable laws or regulations;
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the
possibility that COVID-19 may adversely affect the results of operations, financial position
and cash flows of Volta;
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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
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the
possibility that Volta may be adversely affected by other economic, business or competitive
factors.
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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.
PROSPECTUS
SUMMARY
This
summary highlights selected information appearing elsewhere in this prospectus. Because it is a summary, it may not contain all of the
information that may be important to you. To understand this offering fully, you should read this entire prospectus carefully, including
the information set forth under the heading “Risk Factors” and our financial statements.
The
Company
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 combustion-powered miles to electric miles by placing media-enabled charging stations in prominent public
locations that match the behavior and commerce of visitors to its host sites and allow media partners that advertise on the charging
stations’ digital displays to reach consumers at their point of entry to retail and other locations. By leveraging a data-driven
understanding of driver behavior to deliver EV charging solutions that fit seamlessly into drivers’ daily routines, Volta’s
goal is to benefit the entire ecosystem of drivers, brands and its commercial partners. As part of Volta’s unique EV charging offering,
its charging stations allow it to enhance its site hosts’ and strategic partners’ core commercial interests, creating a new
means for them to benefit from the transformative shift to electric mobility.
Founded
in 2010 by Scott Mercer, its Founder and Chief Executive Officer, and Christopher Wendel, who subsequently joined as co-founder and President,
Volta primarily owns, operates and maintains EV charging stations and has expanded its network across the United States to include more
than 1,900 chargers across 26 territories and states that have generated over 200,000 charging sessions per month on average for the
six months ended June 30, 2021, forming one of the most utilized charging networks in the United States. To take advantage of the expected
growth opportunity presented by the EV market, Volta intends to rapidly expand its network of charging stations, using its proprietary
data-driven planning tools to identify high-traffic, high visibility site partner locations that it believes would benefit most from
its EV charging solutions and garner the highest usage from Volta’s driving community, while delivering the most value for Volta’s
media and advertising partners.
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 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 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 (meaning that drivers can charge their EVs at no cost to them), Volta intends to introduce a
business model that includes pay-for-use charging in the future. Unique to Volta’s model, its network has the ability to draw
on several sources of revenue to build earlier and higher unit economics than other solutions currently available in the market, by
tapping into multiple commercial opportunities at any given site, 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 credits and, in the future, fees associated with pay-for-use charging services. Most important for the long-term health of
the EV charging industry, Volta focuses on optimizing its network deployment for capital and electrical grid efficiency. Volta is
building a network that has at its core the objective of delivering the most electric miles per dollar invested.
Background
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, TortoiseCorp completed its initial public offering. On August 27, 2021,
TortoiseCorp consummated the Business Combination with Volta pursuant to the Business Combination Agreement. In connection with the Business
Combination, TortoiseCorp changed its name to Volta Inc.
Emerging
Growth Company
As
a company with less than $1.07 billion in revenues during our last completed fiscal year, we qualify as an “emerging growth
company” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage
of specified reduced reporting requirements that are otherwise applicable generally to public companies. These reduced reporting requirements
include:
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an exemption from compliance with the auditor attestation requirement on the effectiveness of our internal control over financial reporting;
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an exemption from compliance with any requirement that the Public Company Accounting Oversight Board may adopt regarding a supplement to the auditor’s report providing additional information about the audit and the financial statements;
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reduced disclosure about our executive compensation arrangements; and
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an exemption from the requirements to obtain a non-binding advisory vote on executive compensation or a stockholder approval of any golden parachute arrangements.
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We
may choose to take advantage of some, but not all, of the available benefits under the JOBS Act. Accordingly, the information contained
herein may be different from the information you receive from other public companies in which you hold stock. Further, pursuant to Section 107
of the JOBS Act, as an emerging growth company, we have elected to use the extended transition period for complying with new or revised
accounting standards until those standards would otherwise apply to private companies. As a result, our consolidated financial statements
may not be comparable to the financial statements of issuers who are required to comply with the effective dates for new or revised accounting
standards that are applicable to public companies, which may make our Class A Common Stock less attractive to investors.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following September 15, 2025, (b)
in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A Common Stock that is held by non-affiliates exceeds $700 million as of the prior June 30th,
and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
About
This Offering
This reoffer prospectus relates to the public offering, which is not being
underwritten, by the Selling Securityholders listed in this prospectus, of up to 14,470,552 shares of our Class A Common Stock, that have
been or will be issued to each Selling Securityholder under an award agreement between the Company and the Selling Securityholder.
The
Selling Securityholders may from time to time sell, transfer or otherwise dispose of any or all of the shares of Class A Common Stock
covered by this prospectus through underwriters or dealers, directly to purchasers (or a single purchaser) or through broker-dealers
or agents. We will receive none of the proceeds from the sale of the shares by the Selling Securityholders. We will bear all expenses
of registration incurred in connection with this offering, but all selling and other expenses incurred by the Selling Securityholders
will be borne by them.
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.
Corporate
Information
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.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should carefully consider the risks described under “Risk Factors”
in our Current Report on Form 8-K, initially filed with the Commission on September 1, 2021 (the “Closing 8-K”), and under
“Risk Factors” in Item 1A of each subsequently filed Quarterly Report on Form 10-Q or Annual Report on Form 10-K (which documents
are incorporated by reference herein), as well as the other information contained or incorporated by reference in this prospectus or
in any prospectus supplement hereto before making a decision to invest in our Class A Common Stock. Our business, prospects, financial
condition, or operating results could be harmed by any of these risks, as well as other risks not currently known to us or that we currently
consider immaterial. The trading price of our securities could decline due to any of these risks, and, as a result, you may lose all
or part of your investment.
DETERMINATION
OF OFFERING PRICE
The
Selling Securityholders will determine at what price they may sell the offered shares, and such sales may be made at prevailing market
prices or at privately negotiated prices. See “Plan of Distribution” below for more information.
USE
OF PROCEEDS
The
shares of Class A Common Stock offered hereby are being registered for the account of the Selling Securityholders named in this prospectus.
All proceeds from the sales of the Class A Common Stock will go to the Selling Securityholders and we will not receive any proceeds from
the resale of the Class A Common Stock by the Selling Securityholders.
SELLING
SECURITYHOLDERS
The
following table sets forth information with respect to the Selling Securityholders and the shares of our Class A Common Stock beneficially
owned by the Selling Securityholders as of November 1, 2021 and the percentage of beneficial ownership is calculated based on 161,718,800
shares of Common Stock, comprised of 151,831,615 shares of Class A Common Stock and 9,877,185 shares of Class B Common Stock outstanding
as of such date. The Selling Securityholders may offer all, some or none of the shares of Class A Common Stock covered by this prospectus.
The Selling Securityholders identified below may have sold, transferred or otherwise disposed of some or all of their shares since the
date on which the information in the following table is presented in transactions exempt from or not subject to the registration requirements
of the Securities Act. Information concerning the Selling Securityholders may change from time to time and, if necessary, we will amend
or supplement this prospectus accordingly. We cannot give an estimate as to the number of shares of Class A Common Stock that will actually
be held by the Selling Securityholders upon termination of this offering because the Selling Securityholders may offer some or all of
their Class A Common Stock under the offering contemplated by this prospectus or acquire additional shares of Class A Common Stock. We
cannot advise you as to whether the Selling Securityholders will, in fact, sell any or all of such shares of Class A Common Stock.
We
have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial
ownership for any other purpose. Shares of Common Stock that may be acquired by an individual or group pursuant to the exercise of options
or warrants or settlement of restricted stock units that are currently exercisable or may become exercisable or settleable 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 below, the address of each Selling Securityholder listed in the table below is c/o Volta Inc., 155 De Haro St., San
Francisco, California 94103 and to our knowledge, the persons and entities named in the tables have sole voting and sole investment power
with respect to all securities that they beneficially own, subject to community property laws where applicable.
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Name of Selling Securityholder
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Class A
Common
Stock
Beneficially
Owned
Prior to the
Resale(1)
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% of Class
A Common
Stock
Beneficially
Owned
Prior to the
Resale
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% of
Total
Voting
Power
Prior
to the
Resale(2)
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Class A
Common
Stock
Offered
for
Resale(1)
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Class A
Common
Stock
Beneficially
Owned
After
Completion
of the
Resale(1)
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% of Class
A Common
Stock
Beneficially
Owned
After
Completion
of the
Resale
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% of Total
Voting
Power
After
Completion
of the
Resale(2)
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Scott Mercer(3)
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18,142,869
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10.8
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%
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54.0
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%
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5,909,303
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12,233,566
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*
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30.1
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%
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Christopher Wendel(4)
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13,719,378
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8.5
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%
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32.9
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%
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5,250,000
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8,469,378
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*
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9.9
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%
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Francois P. Chadwick(5)
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606,750
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*
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*
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606,750
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|
—
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*
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*
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James S. DeGraw(6)
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732,669
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*
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*
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242,700
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489,969
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|
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*
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*
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Andrew B. Lipsher(7)
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2,522,363
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1.5
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%
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1.9
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%
|
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427,064
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2,095,299
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1.2
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%
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|
|
1.7
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Praveen Mandal(8)
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868,317
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|
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|
*
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|
|
|
*
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|
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533,940
|
|
|
|
334,377
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|
|
|
*
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|
|
|
*
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Nadya Kohl(9)
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222,610
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|
|
|
*
|
|
|
|
*
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60,675
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161,935
|
|
|
|
*
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*
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Brandt Hastings(10)
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140,450
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|
|
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*
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*
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140,450
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|
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|
—
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|
|
|
*
|
|
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|
*
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Julie Rogers(11)
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|
81,115
|
|
|
|
*
|
|
|
|
*
|
|
|
|
81,115
|
|
|
|
—
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|
|
|
*
|
|
|
|
*
|
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|
Eli Aheto(12)
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|
|
253,623
|
|
|
|
*
|
|
|
|
*
|
|
|
|
212,362
|
|
|
|
41,261
|
|
|
|
*
|
|
|
|
*
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|
|
Vincent T. Cubbage(13)
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|
|
1,473,960
|
|
|
|
*
|
|
|
|
*
|
|
|
|
—
|
|
|
|
1,473,960
|
|
|
|
*
|
|
|
|
*
|
|
|
Martin Lauber(14)
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|
|
1,726,979
|
|
|
|
1.1
|
%
|
|
|
*
|
|
|
|
156,744
|
|
|
|
1,570,235
|
|
|
|
1.0
|
%
|
|
|
*
|
|
|
Katherine J. Savitt(15)
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394,387
|
|
|
|
*
|
|
|
|
*
|
|
|
|
394,387
|
|
|
|
—
|
|
|
|
*
|
|
|
|
*
|
|
|
Bonita C. Stewart(16)
|
|
|
278,349
|
|
|
|
*
|
|
|
|
*
|
|
|
|
212,362
|
|
|
|
65,987
|
|
|
|
*
|
|
|
|
*
|
|
|
John J. Tough(17)
|
|
|
12,813,274
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|
|
|
7.9
|
%
|
|
|
5.1
|
%
|
|
|
242,700
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|
|
|
12,570,574
|
|
|
|
7.8
|
%
|
|
|
5.0
|
%
|
|
*
|
Less
than one percent.
|
|
|
|
|
(1)
|
The
numbers of shares of Class A Common Stock reflect all shares of Class A Common Stock acquired or issuable to a person pursuant to
applicable grants previously made irrespective of whether such grants are exercisable, vested or convertible as of the date this
prospectus.
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|
|
|
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(2)
|
Percentage
of total voting power represents voting power with respect to all shares of Class A Common Stock and Class B Common Stock, as a single
class. Each share of Class B Common Stock is entitled to ten votes per share and each share of Class A Common Stock is entitled to
one vote per share.
|
|
(3)
|
Consists
of (a) 5,902,767 shares of Class A Common Stock, (b) 6,330,799 shares of Class A Common Stock underlying 6,330,799 shares of Class
B Common Stock, (c) 523,381 shares of Class A Common Stock issuable upon the exercise of stock options, (d) 135,922 shares of Class
A Common Stock underlying 135,922 shares of Class B Common Stock issuable upon the exercise of stock options and (e) 5,250,000 shares
of Class A Common Stock issuable upon the settlement of 5,250,000 restricted stock units of Class B Common Stock issued in connection
with the Business Combination pursuant to the Volta Inc. Founder Incentive Plan (the “Founder Plan”).
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|
|
|
|
(4)
|
Consists
of (a) 6,694,804 shares of Class A Common Stock, (b) 1,635,373 shares of Class A Common Stock underlying 1,635,373 shares of Class
B Common Stock, (c) 139,201 shares of Class A Common Stock held by Bauer Family Investments LLC, an affiliate of Christopher Wendel,
and (d) 5,250,000 shares of Class A Common Stock issuable upon the settlement of 5,250,000 restricted stock units of Class B Common
Stock issued in connection with the Business Combination pursuant to the Founder Plan.
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|
|
|
|
(5)
|
Includes
of 606,750 shares of Class A Common Stock issuable upon the exercise of stock options.
|
|
|
|
|
(6)
|
Includes
(a) 489,969 shares of Class A Common Stock and (b) 242,700 shares of Class A Common Stock issuable upon the exercise of stock options.
|
|
|
|
|
(7)
|
Includes
(a) 1,793,297 shares of Class A Common Stock, (b) 215,112 shares of Class A Common Stock underlying shares of Class B Common Stock
(c) 427,064 shares of Class A Common Stock issuable upon the exercise of stock options and (d) 86,890 shares of Class A Common Stock
held by Little Rose Partners LLC, an affiliate of Andrew Lipsher.
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|
|
|
|
(8)
|
Includes
(a) 334,377 shares of Class A Common Stock and (b) 533,940 shares of Class A Common Stock issuable upon the exercise of stock options.
|
|
|
|
|
(9)
|
Includes
(a) 161,935 shares of Class A Common Stock and (b) 60,975 shares of Class A Common Stock issuable upon the exercise of stock options.
|
|
|
|
|
(10)
|
Includes
of 140,450 shares of Class A Common Stock issuable upon the exercise of stock options.
|
|
|
|
|
(11)
|
Includes
of 81,115 shares of Class A Common Stock issuable upon the exercise of stock options.
|
|
|
|
|
(12)
|
Includes
(a) 41,261 shares of Class A Common Stock held directly by Pacific Premier Trust Custodian FBO Eli Aheto IRA, and (b) 212,363 shares
of Class A Common Stock issuable upon the exercise of stock options held directly by Eli Aheto.
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|
(13)
|
Includes
489,900 shares held by 3 Chiefs Family Trust (“3 Chiefs”). Charlene M. Cubbage is the trustee and a beneficiary of 3
Chiefs, along with her children, and has sole voting and investment power over the shares held by 3 Chiefs.
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|
|
|
|
(14)
|
Includes
(a) 510,536 shares of Class A Common Stock held directly by 19Y Ventures VI, LLC (“19Y LLC”), (b) 822,055 shares of Class
A Common Stock held directly by 19Y Ventures VI-2, LLC (“19Y2 LLC”), (c) 237,644 shares of Class A Common Stock held
directly by Martin Lauber and (d) 156,744 shares of Class A Common Stock issuable upon the exercise of stock options 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.
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|
|
|
|
(15)
|
Includes
394,387 shares of Class A Common Stock issuable upon the exercise of stock options.
|
|
|
|
|
(16)
|
Includes
(a) 65,987 shares of Class A Common Stock held directly by Bonita K. Coleman Living Trust (the “Living Trust”) and (b)
212,363 shares of Class A Common Stock issuable upon the exercise of stock options held directly by Bonita C. Stewart. Ms. Stewart
is the trustee for 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.
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|
|
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|
(17)
|
Includes
(a) 8,414,566 shares of Class A Common Stock held by Energize Ventures Fund LP (“EVF”); (b) 1,644,107 shares of Class
A Common Stock held by Energize Growth Fund I LP (“EGF”), (c) 1,848,507 shares of Class A Common Stock held by EV Volta
SPV LLC (“Volta SPV” and, together with EVF and EGF, the “Energize Funds”), (d) 663,394 shares of Class A
Common Stock issuable upon exercise of warrants and (e) 242,700 shares of Class A Common Stock issuable upon the exercise of stock
options held directly by John J. Tough. Mr. 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. Mr. 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. The principal address
of the Energize Funds is 1 South Wacker Drive, Suite 1620, Chicago, Illinois 60606.
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Listing
of Securities
Our
Class A Common Stock is currently listed on NYSE under the symbol “VLTA.” Our public warrants are currently listed on NYSE
under the symbol “VLTA WS.”
Other
Material Relationships with the Selling Securityholders
Employment
Relationships
Volta’s
executive and director compensation policies, as described in the Closing 8-K under the heading “Directors and Executive Officers,”
is incorporated herein by reference.
Indemnification
Agreement and Directors’ and Officers’ Liability Insurance
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.
Lock-Up
Agreements
Certain
Selling Securityholders of Legacy Volta have entered into agreements (the “Lock-Up Agreements”) pursuant to which they have
agreed, subject to certain customary exceptions, not to (a) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant
any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent
position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and
regulations of the SEC promulgated thereunder, certain shares of their Class A Common Stock (the “Lock-Up Shares”), (b) enter
into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any
of such Lock-Up Shares, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise or (c) publicly
announce any intention to effect any transaction specified in clause (a) or (b) for one year after the closing of the Business Combination
(or, if earlier, the date that the Class A Common Stock trades at or above $12.00 per share for any 20 trading days in a 30 trading day
period after the closing of the Business Combination).
Additionally,
our bylaws include transfer restrictions on our securities issued to Legacy Volta stockholders in connection with the Business Combination
for a period of six months after the Closing.
PLAN
OF DISTRIBUTION
The
Selling Securityholders may offer and sell, from time to time, their respective shares of Class A Stock 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:
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●
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purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
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●
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ordinary brokerage transactions and transactions in which the broker solicits purchasers;
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●
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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;
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|
●
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an over-the-counter distribution in accordance with the rules of NYSE;
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●
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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;
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●
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short sales;
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●
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distribution to employees, members, limited partners or stockholders of the Selling Securityholders;
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●
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through the writing or settlement of options or other hedging transaction, whether through an options exchange or otherwise
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●
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by pledge to secured debts and other obligations;
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●
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delayed delivery arrangements;
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●
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to or through underwriters or agents;
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●
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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;
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●
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in privately negotiated transactions;
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●
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in options transactions; and
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●
|
through a combination of any of the above methods of sale, as described below, or any other method permitted pursuant to applicable law.
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The
Selling Securityholders, which as used herein includes donees, pledgees, transferees, distributees or other successors-in-interest selling
shares of our Class A Common Stock or interests in our Class A Common Stock received after the date of this prospectus from the Selling
Securityholders as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer, distribute or
otherwise dispose of certain of their shares of Class A Common Stock or interests in our Class A Common Stock on any stock exchange,
market or trading facility on which shares of our Class A Common Stock, as applicable, are traded or in private transactions. These dispositions
may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying
prices determined at the time of sale, or at negotiated prices.
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 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).
A
Selling Securityholder that is an entity may elect to make an in-kind distribution of Class A Common Stock to its members, partners or
shareholders pursuant to the registration statement of which this prospectus is a part by delivering a prospectus. To the extent that
such members, partners or shareholders are not affiliates of ours, such members, partners or shareholders would thereby receive freely
tradable shares of Class A Common Stock pursuant to the distribution through a registration statement.
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.
LEGAL
MATTERS
The
validity of the shares of Class A Common Stock which are being offered under the Registration Statement of which this prospectus forms
a part will be passed upon for the Company by Orrick, Herrington & Sutcliffe LLP.
EXPERTS
The
audited financial statements of Volta Industries Inc. incorporated by reference in this prospectus and elsewhere in this
Registration Statement have been so incorporated by reference 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.
The
financial statements of Tortoise Acquisition Corp. II as of December 31, 2020 and for the period from July 24, 2020 (inception) through
December 31, 2020, appearing in this Registration Statement on Form S-8 have been audited by WithumSmith+Brown, PC, an independent registered
public accounting firm, as stated in their report thereon and included in this prospectus, in reliance upon such report and upon the
authority of such firm as experts in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are required to file annual, quarterly and current reports, proxy statements and other information with the SEC as required by the Exchange
Act. You can read our SEC filings, including this prospectus, over the Internet at the SEC’s website at www.sec.gov.
Our
website address is www.voltacharging.com. Through our website, we make available, free of charge, the following documents as soon
as reasonably practicable after they are electronically filed with, or furnished to, the SEC, including our Annual Reports on Form 10-K;
our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reports on Form
8-K; Forms 3, 4, and 5 and Schedules 13D with respect to our securities filed on behalf of our directors and our executive officers;
and amendments to those documents. The information contained on, or that may be accessed through, our website is not a part of, and is
not incorporated into, this prospectus.
We
incorporate information into this prospectus by reference, which means that we disclose important information to you by referring you
to another document filed separately with the SEC. The information incorporated by reference is deemed to be part of this prospectus,
except to the extent superseded by information contained in this prospectus or by information contained in documents filed with the SEC
after the date of this prospectus. This prospectus incorporates by reference the documents set forth below that have been previously
filed with the SEC; provided, however, that, except as noted below, we are not incorporating any documents or information deemed to have
been furnished rather than filed in accordance with the rules of the SEC. These documents contain important information about us and
our financial condition.
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●
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 19, 2021 and on Form 10-K/A for the fiscal year ended December 31, 2020 filed on May 6, 2021;
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●
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our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, March 31, 2021 and June 30, 2021, filed with the SEC on November 12, 2020, May 19, 2021 and August 13, 2021 respectively;
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●
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our Current Reports on Form 8-K filed February 8, 2021, May 6, 2021, June 17, 2021, August 2, 2021, August 18, 2021, August 25, 2021, September 1, 2021 and on Form 8-K/A filed September 1, 2021 (excluding “furnished” and not “filed” information);
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●
|
our Proxy Statement/Prospectus with respect to the Business Combination filed with the SEC on August 2, 2021; and
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●
|
the description of our Class A Common Stock contained in our Registration Statement on Form 8-A, as filed with the SEC on September 10, 2020, including any amendment or report filed for the purpose of updating such description.
|
All
documents subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment to the registration statement of which this prospectus forms a part which indicates that all securities
offered have been sold or which deregisters all securities then remaining unsold, shall be deemed incorporated by reference into this
prospectus and to be a part hereof from the date of the filing of such documents, except that information furnished to the SEC under
Item 2.02 or Item 7.01 in Current Reports on Form 8-K and any exhibit relating to such information, shall not be deemed to be incorporated
by reference in this prospectus.
For
purposes of this prospectus, any statement contained in a document incorporated, or deemed to be incorporated, by reference herein shall
be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
We
will provide without charge upon written or oral request to each person, including any beneficial owner, to whom a prospectus is delivered,
a copy of any and all of the documents which are incorporated by reference in this prospectus but not delivered with this prospectus
(other than exhibits unless such exhibits are specifically incorporated by reference in such documents). You may request a copy of these
documents by writing or telephoning us at:
Volta
Inc.
155
De Haro Street
San Francisco, CA 94103
(888) 264-2208
14,470,552 Shares of Class A Common Stock
REOFFER
PROSPECTUS
November
2, 2021
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
The
following documents filed by the Registrant with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), are incorporated herein by reference:
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●
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2020 filed with the SEC on March 19, 2021 and on Form 10-K/A for the fiscal year ended December 31, 2020 filed on May 6, 2021;
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●
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our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020, March 31, 2021 and June 30, 2021, filed with the SEC on November 12, 2020, May 19, 2021 and August 13, 2021 respectively;
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●
|
our Current Reports on Form 8-K filed February 8, 2021, May 6, 2021, June 17, 2021, August 2, 2021, August 18, 2021, August 25, 2021, September 1, 2021 and on Form 8-K/A filed September 1, 2021 (excluding “furnished” and not “filed” information);
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●
|
our Proxy Statement/Prospectus with respect to the Business Combination filed with the SEC on August 2, 2021; and
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●
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the description of our Class A Common Stock contained in our Registration Statement on Form 8-A, as filed with the SEC on September 10, 2020, including any amendment or report filed for the purpose of updating such description.
|
All
documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing
of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such
documents, except as to specific sections of such statements as set forth therein.
Unless
expressly incorporated into this Registration Statement, a report furnished on Form 8-K prior or subsequent to the date hereof shall
not be incorporated by reference into this Registration Statement, except as to specific sections of such statements as set forth therein.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document which
also is deemed to be incorporated by reference herein modifies or supersedes such statement.
Item
4. Description of Securities.
Not
applicable.
Item
5. Interests of Named Experts and Counsel.
The
validity of the issuance of the shares of Class A Common Stock is being passed upon for the Registrant by Orrick, Herrington & Sutcliffe
LLP. A copy of this opinion is attached as Exhibit 5.1 to this Registration Statement.
Item
6. 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
Second Amended and Restated Certificate of Incorporation and Amended and Restated 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 Second Amended and Restated 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.
See
also the undertakings set out in response to Item 9 hereof.
Item
7. Exemption from Registration Claimed.
The
shares being reoffered and resold pursuant to the Reoffer Prospectus were deemed to be exempt from registration under the Securities
Act in reliance on Section 4(a)(2) of the Securities Act and/or Rule 701 promulgated thereunder, as transactions by an issuer not involving
a public offering or pursuant to a written compensatory benefit plan.
Item
8. Exhibits
Item
9. Undertakings.
|
|
a.
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The undersigned Registrant hereby undertakes:
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|
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(1)
|
To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
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|
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the
Securities Act;
|
|
|
(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 the 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 a 20 percent
change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
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|
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(iii)
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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; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
above do not apply if the information required to be included in a post-effective amendment by such paragraphs is contained in reports
filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated
by reference in the Registration Statement.
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|
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(2)
|
That, for the purpose of determining any liability under the
Securities Act, 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.
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|
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(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.
|
|
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b.
|
The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a)
or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement 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.
|
|
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c.
|
Insofar as indemnification for liabilities arising under the
Securities Act 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 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 hereby, 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 and will be governed by the final adjudication of such issue.
|
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and 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.
|
|
Volta Inc.
|
|
|
|
|
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Date: November 2, 2021
|
By:
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/s/ Scott Mercer
|
|
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Name:
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Scott Mercer
|
|
|
Title:
|
Chief Executive Officer
|
POWER
OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Scott Mercer, Christopher
Wendel and Francois P. Chadwick, and each of them, as his true and lawful attorneys-in-fact and agents, each with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective
amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement
and filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that each of said attorneys-in-fact and agents, or
his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
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 November 2, 2021.
|
Signature
|
|
Title
|
|
|
|
|
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/s/ Scott Mercer
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Chief
Executive Officer, Director and Chairperson
|
|
Scott
Mercer
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|
(Principal
Executive Officer)
|
|
|
|
|
|
/s/ Francois P. Chadwick
|
|
Chief
Financial Officer
|
|
Francois
P. Chadwick
|
|
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
/s/ Christopher Wendel
|
|
President,
Director
|
|
Christopher
Wendel
|
|
|
|
|
|
|
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/s/ Eli Aheto
|
|
Director
|
|
Eli
Aheto
|
|
|
|
|
|
|
|
/s/ Vincent T. Cubbage
|
|
Director
|
|
Vincent
T. Cubbage
|
|
|
|
|
|
|
|
/s/ Martin Lauber
|
|
Director
|
|
Martin
Lauber
|
|
|
|
|
|
|
|
/s/ Katherine J. Savitt
|
|
Director
|
|
Katherine
J. Savitt
|
|
|
|
|
|
|
|
/s/ John J. Tough
|
|
Director
|
|
John
J. Tough
|
|
|
|
|
|
|
|
/s/ Bonita C. Stewart
|
|
Director
|
|
Bonita
C. Stewart
|
|
|
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