424B3 1 vlta-resalesx1formprospect.htm 424B3 Document

PROSPECTUS SUPPLEMENT NO. 3
(to Prospectus dated September 29, 2021)

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Volta Inc.
Up to 89,784,557 Shares of Class A Common Stock
Up to 24,529,111 Shares of Class A Common Stock Issuable Upon Exercise of Warrants
Up to 5,933,333 Warrants

This prospectus supplement supplements the prospectus dated September 29, 2021 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-259676). This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 23, 2022 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the offer and sale from time to time by the selling securityholders named in the Prospectus (the “Selling Securityholders”) of up to (A) 116,019,569 shares of Class A Common Stock par value $0.0001 per share (“Class A Common Stock”), which consists of up to (i) 30,000,000 shares of Class A Common Stock issued in a private placement pursuant to subscription agreements entered into on February 7, 2021; (ii) 9,887,185 shares of Class A Common Stock that are issuable by us upon conversion of our Class B common stock, par value $0.0001 per share (the “Class B Common Stock”) held by certain of our officers and directors; (iii) 8,625,000 shares of Class A Common Stock (the “Founder Shares”) originally issued in a private placement to Tortoise Sponsor II LLC (the “Sponsor”) in connection with the IPO and subsequently distributed to certain equityholders of Tortoise Acquisition Corp. II (“TortoiseCorp”); (iv) 5,933,333 shares of Class A Common Stock that are issuable by us upon the exercise of 5,933,333 warrants (the “Private Warrants”) originally issued in a private placement to the Sponsor in connection with the IPO (as defined in the Prospectus) of TortoiseCorp at an exercise price of $11.50 per share of Class A Common Stock; (v) 8,621,715 shares of Class A Common Stock that are issuable by us upon the exercise of 8,621,715 warrants originally issued in connection with the IPO at an exercise price of $11.50 per share of Class A Common Stock that were previously registered (the “Public Warrants”); (vi) 9,974,063 shares of Class A Common Stock that are issuable by us upon the exercise of 9,974,063 Assumed Warrants (as defined in the Prospectus) held by certain of our officers, directors and greater than 5% stockholders and their affiliated entities; (vii) 42,978,273 shares of Class A Common Stock issued upon consummation of our business combination pursuant to the Business Combination Agreement (as defined in the Prospectus) and held by certain of our officers, directors and greater than 5% stockholders and their affiliated entities; and (B) up to 5,933,333 Private Warrants.
Our Common Stock and Public Warrants are listed on the New York Stock Exchange under the symbols “VLTA” and “VLTA WS,” respectively. On February 23, 2022, the closing price of our Common Stock was $4.18 and the closing price for our Public Warrants was $1.72.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
See the section entitled “Risk Factors” beginning on page 14 of the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 24, 2022.




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2022 (February 18, 2022)

VOLTA INC.
(Exact name of registrant as specified in its charter)

Delaware001-3950835-2728007
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

155 De Haro Street
San Francisco, CA 94103
 (Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (888) 264-2208

N/A
(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each classTrading SymbolName of each exchange on which registered
Class A Common Stock, par value of $0.0001 per shareVLTANew York Stock Exchange
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
VLTA WSNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.



Item 5.02.Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 18, 2022, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Volta Inc. (the “Company”) awarded 2021 annual cash bonuses and approved 2022 annual base salaries for the Company’s named executive officers (“NEOs”). The Compensation Committee decision to adjust annual salaries and award bonuses was based in part on recommendations from a compensation consultant engaged by the Compensation Committee.
The Compensation Committee awarded bonuses for performance for the twelve-month period ended December 31, 2021, in the amounts set forth opposite the names of the NEOs listed below.
NamePosition2021 Cash Bonus
Scott MercerChief Executive Officer, Director and Chairperson$500,000
Christopher WendelPresident, Director$450,000
Francois ChadwickChief Financial Officer$400,000
James DeGrawGeneral Counsel, Chief Administrative Officer$200,000
The Compensation Committee approved 2022 annual base salaries in the amounts set forth opposite the names of the NEOs listed below.
NamePosition2022 Base Salary
Scott MercerChief Executive Officer, Director and Chairperson$500,000
Christopher WendelPresident, Director$450,000
Francois ChadwickChief Financial Officer$425,000
James DeGrawGeneral Counsel, Chief Administrative Officer$375,000





SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 23, 2022 Volta Inc.
  
 
By: /s/ Francois Chadwick
 Name: Francois P. Chadwick
 Title: Chief Financial Officer