Volta Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-03-31: Form 8-K; Period of report 2023-03-29; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; Details 1.02.
- 2023-03-22: Form 8-K; Period of report 2023-03-20; Description 8.01 Other Events; Details 8.01.
- 2023-03-13: Form 8-K; Period of report 2023-03-10; Description 8.01 Other Events; Details 8.01.
- 2023-01-24: Form 8-K; Period of report 2023-01-17; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-03-31 | 8-K | 2023-03-29 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.02 The information set forth in the Introductory Note is incorporated by reference into this Item 1.02. 2.01 The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01. 3.01 The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.01. 3.03 The information set forth in the Introductory Note and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introductory Note and under Items 2.01, 3.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 The information set forth in the Introductory Note and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 5.03 The information provided in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. 5.07 On March 29, 2023, Volta held a special meeting of its stockholders (the “Special Meeting”) to vote on the proposals described in the Company’s definitive proxy statement (as amended or supplemented, the “Proxy Statement”) filed with SEC on February 21, 2023. | ea176187-8k_voltainc.htm |
| 2023-03-22 | 8-K | 2023-03-20 | 8.01 Other Events | 8.01 On March 20, 2023, Volta Inc. (“Volta”) received a letter from the U.S. Department of Energy’s (“DOE”) Title XVII Innovative Clean Energy Loan Guarantee Program under the Renewable Energy Projects and Efficient Energy Projects Solicitation No. DE-SOL-0007154 inviting Volta to enter into the due diligence process. | f8k032023_voltainc.htm |
| 2023-03-13 | 8-K | 2023-03-10 | 8.01 Other Events | 8.01 On February 25, 2023, the waiting period expired under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), in connection with the proposed merger between a wholly owned subsidiary of Shell USA, Inc. (“Shell”) and Volta Inc. (“Volta”). | ea175138-8k_voltainc.htm |
| 2023-01-24 | 8-K | 2023-01-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ea172075-8k_voltainc.htm |
| 2023-01-18 | 8-K | 2023-01-17 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. 8.01 On January 18, 2023, Volta issued a press release announcing the entry into the Merger Agreement. | ea171816-8k_voltainc.htm |
| 2023-01-06 | 8-K | 2023-01-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 1, 2023, the board of directors (the “Board”) of Volta Inc. (“Volta” or the “Company”) adopted the Company’s Management Incentive Plan (the “Plan”). | ea171340-8k_voltainc.htm |
| 2022-11-25 | 8-K | 2022-11-23 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On November 23, 2022, Volta Inc. (“Volta” or the “Company”) was notified by the New York Stock Exchange (the “NYSE”) that it is not in compliance with Section 802.01C of the NYSE Listed Company Manual because the average closing price of the Company’s Class A Common Stock (the “Shares”) was less than $1.00 over a consecutive 30 trading-day period. 7.01 As required by Section 802.01C of the NYSE Listed Company Manual, the Company issued a press release on November 25, 2022, announcing that it had received the notice of noncompliance with the NYSE’s continued listing standard. | ea169297-8k_voltainc.htm |
| 2022-11-14 | 8-K | 2022-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2022, Volta Inc. (the “Company”) issued a press release announcing certain financial results for the quarter ended September 30, 2022. | vlta-20221114.htm |
| 2022-10-21 | 8-K | 2022-10-21 | 7.01 Regulation FD Disclosure | 7.01 On October 21, 2022, Volta Inc. (the “Company”) issued a press release to provide an update on its business realignment, which announced a furlough program designed to reduce costs further and focus the Company's resources on key strategic priorities. | ea167400-8k_voltainc.htm |
| 2022-09-29 | 8-K | 2022-09-28 | 7.01 Regulation FD Disclosure | 7.01 On September 28, Volta Inc. (“Volta”) issued a press release announcing an organizational realignment to reduce costs and drive strategic priorities. | ea166454-8k_voltainc.htm |
| 2022-09-26 | 8-K | 2022-09-26 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | ea166211-8k_voltainc.htm |
| 2022-08-11 | 8-K | 2022-08-11 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 11, 2022, Volta Inc. (the “Company”) issued a press release announcing certain financial results for the quarter ended June 30, 2022. 7.01 On August 11, 2022, the Company posted an investor presentation to the investor section of its website at https://investors.voltacharging.com. | vlta-20220811.htm |
| 2022-08-02 | 8-K | 2022-07-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (e) On July 30, 2022, Volta Inc. (the “Company”) and Vincent T. Cubbage, the Company’s Interim Chief Executive Officer, entered into an offer letter (the “Offer Letter”). | ea163615-8k_voltainc.htm |
| 2022-07-15 | 8-K | 2022-07-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On July 12, 2022, Volta Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). | ea162744-8k_volta.htm |
| 2022-07-12 | 8-K | 2022-07-12 | 8.01 Other Events | 8.01 On July 12, 2022, Volta Inc. issued a press release announcing the appointment of Michelle Kley to the position of Executive Vice President, Chief Legal Officer and Corporate Secretary, effective as of July 20, 2022, and the appointment of William Cooper as Senior Vice President, Deputy General Counsel, and Assistant Secretary, effective on or before July 18, 2022. | ea162725-8k_voltainc.htm |
| 2022-06-29 | 8-K | 2022-06-29 | 7.01 Regulation FD Disclosure | 7.01 On June 29, 2022, certain members of the management team of Volta Inc. (“Volta”) will present at the Cantor Fitzgerald Technology ESG Conference. | ea162173-8k_voltainc.htm |
| 2022-06-27 | 8-K | 2022-06-27 | 8.01 Other Events | 8.01 On June 27, 2022, Volta issued a press release announcing the appointment of Yifan Tang to the position of Chief Technology Officer effective as of July 11, 2022. | ea162073-8k_volta.htm |
| 2022-06-16 | 8-K | 2022-06-16 | 7.01 Regulation FD Disclosure | 7.01 On June 16, 2022, certain members of the management team of Volta Inc. (“Volta”) will present at the DB Global Auto Industry Conference. | ea161652-8k_voltainc.htm |
| 2022-06-15 | 8-K | 2022-06-15 | 7.01 Regulation FD Disclosure | 7.01 On June 15, 2022, certain members of the management team of Volta Inc. (“Volta”) will present at the Evercore Global Clean Energy and Transition Technologies Summit. | ea161614-8k_volta.htm |
| 2022-06-13 | 8-K | 2022-06-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On June 12, 2022, the board of directors (the “Board”) of Volta Inc., a Delaware corporation (the “Company”), approved the appointment of Vincent T. Cubbage to the position of Interim Chief Executive Officer of the Company effective as of June 13, 2022. 8.01 On June 13, 2022, the Company issued a press release announcing certain leadership changes. | ea161485-8k_voltainc.htm |
| 2022-06-10 | 8-K | 2022-06-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On June 6, 2022, Francois Chadwick, Chief Financial Officer of Volta Inc., a Delaware corporation (the “Company”), notified the Company of his intention to leave his position of Chief Financial Officer of the Company to pursue another professional opportunity. 8.01 The following executives have recently departed from the Company: Julie Rogers, Chief People Officer of the Company, Praveen Mandal, Chief Technology Officer of the Company, and James DeGraw, General Counsel, Secretary, and Chief Administrative Officer of the Company, who has been succeeded by Steven Schnitzer as Interim General Counsel and Corporate Secretary. | ea161429-8k_voltainc.htm |
| 2022-05-31 | 8-K | 2022-05-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 24, 2022, the Board of Directors (the “Board”) of Volta Inc. (the “Company”) approved one-time special awards of restricted stock units (the “RSU Awards”) to each of Brandt Hastings, the Company’s Interim Chief Executive Officer and Chief Revenue Officer, and Francois Chadwick, the Company’s Chief Financial Officer (each, an “Awardee”), pursuant to the Company’s 2021 Equity Incentive Plan (the “Plan”) and having a cash value of $500,000 and $400,000, respectively. | vlta-20220524.htm |
| 2022-05-13 | 8-K | 2022-05-13 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 13, 2022, Volta Inc. (the “Company”) issued a press release announcing certain financial results for the first quarter ended March 31, 2022. 7.01 On May 13, 2022, the Company posted an investor presentation to the investor section of its website at https://investors.voltacharging.com. | vlta-20220513.htm |
| 2022-04-18 | 8-K | 2022-04-15 | 8.01 Other Events | 8.01 On April 15, 2022, Volta Inc. issued a press release announcing the appointment of Brandt Hastings as interim CEO. | vlta-20220415.htm |
| 2022-04-18 | 8-K | 2022-04-18 | 2.02 Results of Operations and Financial Condition | 2.02 On April 15, 2022, Volta Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full-year ended December 31, 2021. | vlta-20220418.htm |
| 2022-04-01 | 8-K | 2022-03-31 | 2.02 Results of Operations and Financial Condition | 2.02 On March 31, 2022, Volta Inc. (the “Company”) issued a press release announcing certain financial results for the fourth quarter and full-year ended December 31, 2021. | vlta-20220331.htm |
| 2022-03-28 | 8-K | 2022-03-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 28, 2022, Volta Inc. (the “Company”) announced that the Company and the Company’s Chief Executive Officer, Scott Mercer, and the Company’s President, Christopher Wendel, have agreed to the resignation of each of Mr. Mercer and Mr. Wendel as an officer and employee of the Company. | vlta-20220326.htm |
| 2022-03-03 | 8-K/A | 2022-02-25 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 (a) On February 24, 2022, the Audit Committee of the Board of Directors (the “Audit Committee”) of Volta Inc. (the “Company” or “Volta”) reached a determination that the Company’s unaudited condensed consolidated financial statements and related disclosures included in its Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2021 (the “Relevant Periods”) contained an understatement of stock-based compensation resulting in an understatement of the Company’s net loss. | vlta-20220225.htm |
| 2022-03-01 | 8-K | 2022-02-28 | 8.01 Other Events | 8.01 On February 28, 2022, Volta Inc. issued a press release announcing that the company will release its fourth quarter and full year 2021 results after market close on Monday, March 21, 2022, to be followed by a conference call at 5:00 p.m. | vlta-20220228.htm |
| 2022-02-28 | 8-K | 2022-02-25 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 Report or Completed Interim Review. | vlta-20220225.htm |
| 2022-02-24 | 8-K | 2022-02-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | vlta-20220223.htm |
| 2022-02-15 | 8-K | 2022-02-14 | 7.01 Regulation FD Disclosure | 7.01 On February 14, 2022, Volta Inc. (the “Company”) posted an investor presentation to the investor section of its website at https://investors.voltacharging.com. | vlta-20220214.htm |
| 2022-02-14 | 8-K | 2022-02-14 | 8.01 Other Events | 8.01 On February 14, 2022, Volta Inc. filed a press release announcing an expansion of its relationship with Walgreens. | vlta-20220214.htm |
| 2022-02-09 | 8-K | 2022-02-08 | 8.01 Other Events | 8.01 On February 8, 2022, Volta Inc. issued a press release announcing its continued expansion into the European market, specifically Switzerland, Germany, and France. | vlta-20220208.htm |
| 2021-12-10 | 8-K | 2021-12-06 | 8.01 Other Events | 8.01 On December 6, 2021, Volta Inc. issued a press release announcing its expansion into the European market. | vlta-20211206.htm |
| 2021-12-02 | 8-K | 2021-12-01 | 8.01 Other Events | 8.01 On December 1, 2021, Volta Inc. issued a press release announcing the appointment of Katherine Bailon as its Head of Investor Relations. | vlta-20211201.htm |
| 2021-09-01 | 8-K/A | 2021-08-26 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics | 5.03 In connection with the Domestication, the Company filed a Certificate of Domestication and Certificate of Incorporation with the Secretary of State of the State of Delaware, and the Company’s Bylaws came into effect upon such filing. 5.05 Effective as of the Closing, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company including the Company’s chief executive officer, chief financial officer and chief accounting officer or controller and any other persons performing similar functions. | ea146726-8ka1_voltainc.htm |
| 2021-09-01 | 8-K | 2021-08-26 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 4.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.06 Change in Shell Company Status | 1.01 In connection with the Closing, that certain Registration Rights Agreement, dated September 10, 2020, among the Company and certain persons and entities holding securities of the Company (the “IPO Registration Rights Agreement”), was amended and restated and the Company, certain persons and entities holding securities of the Company prior to the Closing (the “Initial Holders”) and certain persons and entities receiving Class A Common Stock or instruments exercisable for Class A Common Stock in connection with the Business Combination (the “New Holders” and, together with the Initial Holders, the “Registration Rights Holders”) entered into an amended and restated registration rights agreement substantially in the form attached to the Business Combination Agreement as Exhibit A (the “A&R Registration Rights Agreement”). 2.01 (f) of Form 8-K states that if the predecessor registrant was a shell company, as the Company was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. 3.02 The disclosure set forth in the “Introductory Note—PIPE Financing” above is incorporated into this Item 3.02 by reference. 3.03 The disclosure set forth under Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 4.01 On August 26, 2021, the Audit Committee of the Board approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ended December 31, 2021. 5.01 The disclosure set forth in the “Introductory Note” above and in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 The disclosure set forth in Item 2.01 of this Current Report on Form 8-K under the sections titled “Directors and Executive Officers,” “Director Compensation” and “Executive Compensation” is incorporated by herein by reference. 5.06 As a result of the Business Combination, the Company ceased being a shell company. | ea146705-8k_voltainc.htm |
| 2021-08-25 | 8-K | 2021-08-25 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On August 25, 2021, Tortoise Acquisition Corp. II, a Cayman Islands exempted company (the “Company” and, after the Domestication and Business Combination, as described below, “New Volta”), convened an extraordinary general meeting (the “Meeting”). 8.01 Shareholders holding 24,222,287 of the Company’s ordinary shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (“Trust Account”). | ea146412-8k_tortoiseacq2.htm |
| 2021-08-18 | 8-K | 2021-08-18 | 8.01 Other Events | 8.01 As previously announced, on February 7, 2021, Tortoise Acquisition Corp. II, a Cayman Islands exempted company (“TortoiseCorp”), SNPR Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of TortoiseCorp (“First Merger Sub”), SNPR Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of TortoiseCorp (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Volta Industries, Inc., a Delaware corporation (“Volta”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which First Merger Sub will merge with and into Volta (the “First Merger”), with Volta surviving the First Merger as a wholly owned subsidiary of TortoiseCorp (the “Surviving Corporation”), and the Surviving Corporation will subsequently merge 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 “Proposed Transactions”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of TortoiseCorp. | ea146070-8k_tortoiseacq2.htm |
| 2021-08-02 | 8-K | 2021-08-02 | 8.01 Other Events | 8.01 As previously announced, on February 7, 2021, Tortoise Acquisition Corp. II, a Cayman Islands exempted company (“TortoiseCorp”), SNPR Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of TortoiseCorp (“First Merger Sub”), SNPR Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of TortoiseCorp (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Volta Industries, Inc., a Delaware corporation (the “Volta Charging”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which First Merger Sub will merge with and into Volta Charging (the “First Merger”), with Volta Charging surviving the First Merger as a wholly owned subsidiary of TortoiseCorp (the “Surviving Corporation”), and the Surviving Corporation will subsequently merge 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 “Proposed Transactions”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of TortoiseCorp. | ea145132-8k_tortoiseacq2.htm |
| 2021-06-17 | 8-K | 2021-06-17 | 8.01 Other Events | 8.01 As previously announced, on February 7, 2021, Tortoise Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), SNPR Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“First Merger Sub”), SNPR Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Volta Industries, Inc., a Delaware corporation (the “Company”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of Acquiror (the “Surviving Corporation”), and the Surviving Corporation will subsequently merge 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 “Proposed Transactions”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of Acquiror. | ea142888-8k_tortoiseacq2.htm |
| 2021-05-06 | 8-K | 2021-05-06 | 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review | 4.02 On April 12, 2021, the Securities and Exchange Commission (the “SEC”) released a public statement (the “Public Statement”) informing market participants that warrants issued by special purpose acquisition companies may require classification as a liability of the entity measured at fair value, with changes in fair value each period reported in earnings. | ea140464-8k_tortoise.htm |
| 2021-02-08 | 8-K | 2021-02-07 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 On February 7, 2021, Tortoise Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), SNPR Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“First Merger Sub”), SNPR Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Volta Industries, Inc., a Delaware corporation (the “Company”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of Acquiror (the “Surviving Corporation”), and the Surviving Corporation will subsequently merge 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 “Proposed Transactions”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of Acquiror. 3.02 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. 7.01 On February 8, 2021, Acquiror and the Company issued a joint press release announcing the execution of the Business Combination Agreement and announcing that Acquiror and the Company will hold a conference call on February 8, 2021 at 8:30 am Eastern Time (the “Conference Call”). | ea134805-8k_tortoiseacq2.htm |
| 2020-10-30 | 8-K | 2020-10-30 | 7.01 Regulation FD Disclosure | 7.01 On October 30, 2020, Tortoise Acquisition Corp. II (the “Company”) issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the holders of the Company’s units may elect to separately trade the Class A ordinary shares and redeemable warrants comprising the units commencing on November 2, 2020. | ea129183-8k_tortoiseacq2.htm |
| 2020-09-21 | 8-K | 2020-09-15 | 8.01 Other Events | 8.01 On September 15, 2020, Tortoise Acquisition Corp. II (the “Company”) completed its initial public offering (the “IPO”) of 34,500,000 units (the “Units”), including 4,500,000 Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full. | ea127130-8k_tortoiseacq2.htm |
| 2020-09-15 | 8-K | 2020-09-10 | 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure; 8.01 Other Events | 3.02 On September 15, 2020, simultaneously with the closing of the initial public offering (the “IPO”) of Tortoise Acquisition Corp. II (the “Company”) and pursuant to a Private Placement Warrants Purchase Agreement dated September 10, 2020 by and between the Company and TortoiseEcofin Borrower LLC (“TortoiseEcofin Borrower”), the Company completed the private sale of 5,933,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant to TortoiseEcofin Borrower, generating gross proceeds to the Company of $8,900,000. 5.02 On September 10, 2020, effective simultaneously with the effectiveness of the Company’s registration statement on Form S-1 (File No. 333-248269) (the “Registration Statement”), Stephen Pang, Juan J. Daboub, Karin M. Leidel and Sidney L. Tassin were appointed as members of the Board of Directors of the Company (the “Board”). 5.03 The Company’s Amended and Restated Memorandum and Articles of Association (the “Memorandum and Articles”) was approved on September 10, 2020. 7.01 On September 10, 2020, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. 8.01 On September 10, 2020, the Registration Statement was declared effective by the Commission, and the Company subsequently filed, on September 10, 2020, a registration statement on Form S-1 (File No. 333-248725) pursuant to Rule 462(b) under the Securities Act, which was effective immediately upon filing. | ea126864-8k_tortoiseacq2.htm |