Current Report Filing (8-k)
March 31 2023 - 2:26PM
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2023-03-29
2023-03-29
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2023-03-29
2023-03-29
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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):
March 29, 2023
VOLTA INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-39508 |
|
35-2728007 |
(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
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 class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Class A Common Stock, par value of $0.0001 per share |
|
VLTA |
|
New York Stock Exchange |
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share |
|
VLTA WS |
|
New 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.
Introductory Note
This Current Report on Form 8-K is being
filed in connection with the completion on March 31, 2023 (the “Closing Date”) of the transactions contemplated
by the Agreement and Plan of Merger, dated as of January 17, 2023, (the “Merger Agreement”), by and among Volta
Inc. (“Volta” or the “Company”), a Delaware corporation, Shell USA, Inc. (“Shell”),
a Delaware corporation, and SEV Subsidiary, Inc. (“Merger Sub”), a Delaware corporation and wholly owned subsidiary
of Shell, pursuant to which Merger Sub merged with and into Volta (the “Merger”), with Volta surviving the Merger and
becoming a wholly owned subsidiary of Shell. The Merger Agreement was adopted by the Company’s stockholders at a special meeting
held on March 29, 2023.
Item
1.02 Termination of a Material Definitive Agreement.
The information set forth
in the Introductory Note is incorporated by reference into this Item 1.02.
In connection with the completion of the Merger, on March 31, 2023
(i) that certain Term Loan, Guarantee and Security Agreement, dated as of January 17, 2023, by and among Volta, certain subsidiaries
thereof, and Equilon Enterprises LLC d/b/a Shell Oil Products US and (ii) that certain Term Loan, Guarantee and Security Agreement,
dated June 19, 2019, by and among Volta., certain subsidiaries thereof, and EICF Agent, LLC, as agent for the lenders and the lenders
party thereto (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “Credit
Facilities”), were terminated, all payments of the amounts previously outstanding under the Credit Facilities were paid in
full, all commitments under the Credit Facilities were terminated, all guarantees and related loan documentation were terminated and any
security interests or liens granted to the lenders were terminated and released.
Item
2.01 Completion of Acquisition or Disposition of Assets.
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.
Treatment of Volta
Common Stock
On the Closing Date, Shell completed
the acquisition of the Company through the Merger. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger
(the “Effective Time”), each share of Volta Class A common stock, par
value $0.0001 per share (“Volta Common Stock”), issued and outstanding immediately
prior to the Effective Time (other than shares of Volta Common Stock (i) (a) owned by Shell or Merger Sub or any of their respective
subsidiaries or any person or entity that directly or indirectly owns all of the equity interests in Shell or Merger Sub, and (b) owned
by Volta or any of its subsidiaries, including shares held as treasury stock, and (ii) held by holders who have properly exercised
and perfected their demand for appraisal rights under Section 262 of the General Corporation Law of the State of Delaware) was cancelled
and automatically converted into the right to receive $0.86 in cash, without any interest thereon (the “Merger
Consideration”) and net of any applicable withholding taxes.
Treatment
of Volta Equity Awards
In addition, pursuant
to the Merger Agreement, at the Effective Time, (i) each (a) outstanding stock option to purchase Volta Common Stock (whether or
not vested or exercisable) (a “Volta Option”) that had an exercise price per share of Volta Common Stock that was less
than the Merger Consideration and (b) restricted stock unit award of Volta Common Stock (a “Volta RSU Award”)
(whether or not vested, and that is subject to time-based vesting) granted under any of Volta’s equity-based compensation plans,
vested in full and was canceled and converted into the right to receive the Merger Consideration (less the exercise price, in the case
of the Volta Options), less all applicable withholding and other authorized deductions, (ii) each outstanding unvested performance-based
Volta RSU Award was canceled in connection with the Merger, other than performance-based
Volta RSU Awards held by Christopher Wendel (Volta’s former President) and Scott Mercer (Volta’s former Chief Executive Officer)
(the “Founder Awards”), (iii) each outstanding Founder Award became fully
vested in connection with the Merger and was canceled and converted into the right to receive, with respect to each share of Volta Common
Stock subject to their respective awards, the Merger Consideration, less all applicable withholding and other authorized deductions, and
(iv) each outstanding Volta Option that had an exercise price per share of Volta Common Stock that was equal to or greater than the Merger
Consideration was canceled for no consideration in connection with the Merger.
Treatment of Volta
Warrants
At the Effective Time, pursuant
to the Merger Agreement, each outstanding publicly traded warrant to purchase Volta Common Stock (a “Volta
Public Warrant”) and warrant to purchase Volta Common Stock originally issued in a private placement in connection with the
Company’s initial public offering (a “Private Placement Warrant,” and
together with the Volta Public Warrants, the “SPAC Warrants”) ceased
to represent a SPAC Warrant in respect of Volta Common Stock and became a SPAC Warrant exercisable for the Merger Consideration; provided
that the holder of such SPAC Warrant properly exercises its SPAC Warrant by May 1, 2023 (such time period, the “Special
Exercise Period”). If the holder of a SPAC Warrant properly exercises its SPAC Warrant during the Special Exercise Period,
the Warrant Price (as defined in the Amended and Restated Warrant Agreement, dated August 26, 2021, by and among Volta, Computershare
Trust Company, N.A. and Computershare Inc. (the “SPAC Warrant Agreement”))
with respect to such exercise will be reduced by an amount (in dollars and in no event less than zero) equal to the difference
of (i) the Warrant Price in effect prior to such reduction (which was $11.50) minus (ii) (a) the Merger Consideration
minus (b) the Black-Scholes Warrant Value (as defined in the SPAC Warrant Agreement) (which was $0.2256). Accordingly, during
the Special Exercise Period, the Warrant Price will be reduced from $11.50 to $0.6344 and the SPAC Warrants may be exercised on a cashless
basis in accordance with the terms of the Warrant Agreement. Following the Effective Time, the Volta Public Warrants were de-listed from
the New York Stock Exchange (the “NYSE”) and
will be de-registered under the Exchange Act.
Additionally,
each outstanding warrant to purchase Volta Common Stock originally issued by Volta’s legacy business (a “Legacy Warrant”),
in accordance with its terms, automatically and without any required action on the part of the holder thereof, ceased to represent a Legacy
Warrant exercisable for Volta Common Stock and became a Legacy Warrant exercisable for the Merger Consideration.
The foregoing description
of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement,
a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission
(the “SEC”) on January 18, 2023 and is incorporated by reference herein.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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.
On the Closing Date, in connection
with the completion of the Merger, the Company notified the NYSE that each outstanding share of Volta Common Stock (except as described
in Item 2.01) was converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item
2.01. NYSE halted trading of Volta Common Stock and the Volta Public Warrants prior to the opening of NYSE on the Closing Date and
filed a Notification of Removal from Listing and/or Registration on Form 25 with the SEC to remove the Volta Common Stock, which traded
under the symbol “VLTA,” and the Volta Public Warrants, which traded under the symbol
“VLTA WS,” from listing on NYSE and to deregister the Volta Common Stock
and the Volta Public Warrants pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).
Additionally, the Company
intends to file with the SEC a Certification and Notice of Termination of Registration on Form 15 requesting the termination of registration
of Volta Common Stock under Section 12(g) of the Exchange Act and the suspension of the Company’s reporting obligations under Sections
13 and 15(d) of the Exchange Act.
Item
3.03 Material Modification to Rights of Security Holders.
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.
In connection with the
completion of the Merger, as of the Effective Time, each outstanding share of Volta Common Stock (except as described in Item 2.01) was
converted into the right to receive the Merger Consideration pursuant to the Merger Agreement as set forth under Item 2.01, and holders
of such Volta Common Stock ceased to have any rights as stockholders of the Company, except as provided in the Merger Agreement or by
applicable law.
Additionally, as a result
of the Merger, and as further described in Item 2.01, each holder of a SPAC Warrant will have the right to exercise such SPAC Warrant
for the Merger Consideration upon the basis and upon the terms and conditions specified in the Merger Agreement, the SPAC Warrants and
the SPAC Warrant Agreement.
Item
5.01 Changes in Control of Registrant.
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.
As a result
of the Merger, as of the Effective Time, a change in control of the Company occurred, and the Company is now a wholly owned subsidiary
of Shell.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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.
Directors
Pursuant to the Merger
Agreement, at the Effective Time, each of the Company’s directors immediately prior to the Effective Time (Eli Aheto, Vince Cubbage,
Martin Lauber, Katherine Savitt, Bonita Stewart and John Tough) ceased to be directors of the Company, and
the director of Merger Sub immediately prior to the Effective Time became the director of the Company. These departures were
in connection with the Merger and not due to any disagreement with the Company on any matter.
Officers
In
connection with the completion of the Merger, at the Effective Time, each of the Company’s officers immediately prior to the Effective
Time (Interim Chief Executive Officer Vince Cubbage, Chief Development Officer Drew Lipsher, Chief Legal Officer, Executive Vice President
and Corporate Secretary Michelle Kley and Chief Accounting Officer Stephen Pilatzke) resigned and ceased to be officers of the Company,
and the officers appointed by the surviving corporation became the officers of the Company, including Brandt Hastings, who was appointed
the President of the Company.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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.
As of the Effective Time,
the amended and restated certificate of incorporation of the Company as in effect immediately prior to the Effective Time, was amended
and restated in its entirety (the “A&R Charter”), and following the Effective Time, the bylaws of the Company were
amended and restated in their entirety (the “A&R Bylaws”)
Copies of the A&R
Charter and the A&R Bylaws are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K, and are incorporated
by reference into this Item 5.03.
Item
5.07 Submission of Matters to a Vote of Security Holders.
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. As disclosed in the Proxy Statement, as of the close of business on February 17,
2023, the record date for the Special Meeting, there were 174,578,460 shares of Volta Common Stock, issued and outstanding and entitled
to vote at the Special Meeting. A total of 114,106,993 shares of Volta common stock, representing approximately 65.4% of the shares
issued and outstanding and entitled to vote, and constituting a quorum, were represented in person or by valid proxies at the Special
Meeting. The final voting results for each of the proposals submitted to a vote of stockholders at the Special Meeting are as follows:
Proposal
1: Volta’s stockholders approved the proposal to adopt the Merger Agreement, by and among Volta, Shell and Merger Sub, pursuant
to which Merger Sub will merge with and into Volta, and Volta will continue as the surviving corporation and become a wholly owned subsidiary
of Shell. Proposal 1 was approved by the votes set forth in the table below:
For |
|
Against |
|
Abstained |
104,343,555 |
|
9,373,637 |
|
389,801 |
Proposal
2: In connection with the Special Meeting, Volta also solicited proxies with respect to a proposal to approve one or more adjournments
of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there were insufficient votes at the time of the
Special Meeting to approve the proposal to adopt the Merger Agreement. Because there were sufficient votes represented at the time of
the Special Meeting to approve the proposal to adopt the Merger Agreement, the proposal to approve one or more adjournments of the Special
Meeting was moot and was not presented for approval by Volta’s stockholders at the Special Meeting.
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits.
| * | Schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. Volta Inc. agrees to furnish supplementally to the Securities and Exchange Commission a copy of any omitted schedule
upon request. |
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.
|
VOLTA INC. |
|
|
|
|
By: |
/s/ Brandt Hastings |
|
Name: |
Brandt Hastings |
|
Title: |
President |
Date: March 31, 2023
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