SNPR Tortoise Acquisition Corp II

Item 1.01 Entry into a Material Definitive Agreement.

On September 26, 2022, Volta Inc., a Delaware corporation (the “Company”), entered into a Controlled Equity Offering^SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. ( the “Agent”), pursuant to which the Company may offer and sell from time to time shares of the Company’s Class A common stock, par value $0.0001 per share (the “Shares”), through the Agent. The offer and sale of up to $150,000,000 of the Shares has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-267374) (the “Registration Statement”), which was originally filed with the Securities and Exchange Commission (“SEC”) on September 12, 2022 and declared effective by the SEC on September 20, 2022, the base prospectus contained within the Registration Statement, and a prospectus supplement that was filed with the SEC on September 26, 2022.

Sales of the Shares, if any, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the New York Stock Exchange or on any other existing trading market for the Company’s Shares. The Company has no obligation to sell any of the Shares under the Sales Agreement and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the Shares requested to be sold by the Company, consistent with the Company’s normal trading and sales practices, on mutually agreed terms between the Agent and the Company.

Under the terms of the Sales Agreement, the Company will pay the Agent a commission up to 3.0% of the gross proceeds of the Shares sold through it under the Sales Agreement. The Company has also agreed to provide the Agent with customary indemnification and contribution rights.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

A copy of the opinion of Orrick, Herrington & Sutcliffe LLP relating to the validity of the shares of common stock that may be sold pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.

The description of the material terms of the Sales Agreement is not intended to be complete and is qualified in its entirety by reference to the Sales Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.