Filed Pursuant to Rule 424(b)(3)
Registration No. 333-259676
PROSPECTUS SUPPLEMENT NO. 3
(to Prospectus dated June 7, 2022)
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 June 7, 2022 (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 June 27, 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 were issued by us upon conversion of our Class B common stock,
par value $0.0001 per share held by certain stockholders; (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 the equityholders of the Sponsor; (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 TortoiseEcofin Borrower LLC in
connection with the IPO (as defined in the Prospectus) of Tortoise Acquisition Corp. II 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 Class A Common Stock and Public Warrants are
listed on the New York Stock Exchange under the symbols “VLTA” and “VLTA WS,” respectively. On June 24, 2022,
the closing price of our Class A Common Stock was $1.67 and the closing price for our Public Warrants was $0.4700.
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.
We are an “emerging growth company”
under applicable federal securities laws and will be subject to reduced public company reporting requirements.
See the section entitled “Risk Factors”
beginning on page 7 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 June
27, 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): June
27, 2022
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
N/A
(Former name or former address, if changed since
last report.)
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. ☐
Item
8.01 Other Events.
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. A copy of the press
release is filed herewith as Exhibit 99.1 to this report and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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: June 27, 2022 |
Volta Inc. |
|
|
|
|
By: |
/s/ Vince Cubbage |
|
Name: |
Vince Cubbage |
|
Title: |
Interim Chief Executive Officer |
Exhibit 99.1
Volta Inc. Appoints Yifan Tang as Chief Technology
Officer
Visionary Innovator and EV Engineer to Advance
Volta’s Technology Leadership and Global Charging Capabilities
SAN FRANCISCO – June 27, 2022 –
Volta Inc. (NYSE: VLTA) an industry-leading electric vehicle (“EV”) charging network powering vehicles and commerce, today
announced that its Board of Directors has appointed Yifan Tang, an innovative engineering executive who has helped lead the development
and commercialization of EV technologies, as Chief Technology Officer. Tang will report directly to Vince Cubbage, Interim Chief Executive
Officer.
Tang is widely recognized as an industry leader
and product pioneer in the emerging EV space. He has led the successful advancement of numerous products, including electric vehicles,
electric powertrains and autopilot farming vehicles. Most recently, he served as Chief Technology Officer and board member at SERES EV,
a next-generation intelligent, autonomous EV company. He is also the co-founder of TeraWatt Technology, a company developing and manufacturing
ultra-high energy density batteries. Previously, he served as President of SF Motors Japan and held various positions at Meta (formerly
Facebook), Lucid Motors and Tesla Motors. Tang has a PhD in Electrical Engineering from The Ohio State University, a master’s degree
in Electrical Engineering from Tsinghua University and a BE in Electrical Engineering from Fuzhou University.
Tang is also widely recognized as a thought leader
and visionary innovator in the EV space. He is an inventor or co-inventor of 99 granted US patents, in addition to numerous pending
patents and international patents, and has authored numerous technical industry papers. While at Tesla Motors, he was responsible for
the design and integration of industry-leading electric motors and helped to invent and develop dual motor all-wheel drive technology.
His areas of technical expertise include power electronics, electric power systems, electric vehicles, battery technology, artificial
intelligence, and control systems.
“Yifan’s impressive credentials, deep
industry knowledge and technological acumen will further strengthen Volta’s leadership position and ability to win in the EV marketplace,”
said Vince Cubbage, Interim Chief Executive Officer. “Yifan brings unique expertise and a record of innovation that will help us
achieve our immediate goals of accelerating our technological capabilities and expanding our reach to stay at the forefront of the industry.
I could not be more thrilled to welcome him to the newest generation of Volta leadership.”
“I have long admired Volta’s leading
position in the electric mobility space, and I am honored to join the team at this pivotal moment in the Company’s growth story,”
Tang said. “I have devoted much of my career to pushing the limits of electric transportation, and I have been consistently impressed
by Volta’s product leadership and innovative business model. I see enormous potential for the Volta team to build on its existing
technological infrastructure capabilities to become the industry standard for EV charging.”
About Volta
Volta Inc. (NYSE: VLTA) is an industry leader
in commerce-centric EV charging networks. Volta Charging’s vision is to build EV charging networks that capitalize on and catalyze the
shift from combustion-powered miles to electric miles by placing stations where consumers live, work, shop and play. By leveraging a data-driven
understanding of driver behavior to deliver EV charging solutions that fit seamlessly into drivers’ daily routines, Volta Charging’s goal
is to benefit consumers, brands and real-estate locations while helping to build the infrastructure of the future. As part of Volta Charging’s
unique EV charging offering, its 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. To learn more, visit www.voltacharging.com.
Forward-Looking Statements
This
press release includes forward-looking statements, which are subject to the “safe harbor” provisions of the U.S. Private Securities
Litigation Reform Act of 1995. These statements may be identified by words such as “feel,” “believes,” expects,”
“estimates,” “projects,” “intends,” “should,” “is to be,” or the negative
of such terms, or other comparable terminology and include, among other things, statements regarding Volta’s strategy and other
future events that involve risks and uncertainties. Such forward-looking statements are not guarantees of future performance and are subject
to risks and uncertainties, which could cause actual results to differ materially from the forward-looking statements contained herein
due to many factors, including, but not limited to: intense competition faced by Volta in the EV charging market and in its content activities;
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; market conditions, including seasonality, that may impact
the demand for EVs and EV charging stations or content on Volta’s digital displays; risks, cost overruns and delays associated with
construction and installation of Volta’s charging stations; risks associated with any future expansion by Volta into additional
international markets; cost increases, delays or new or increased taxation or other restrictions on the availability or cost of electricity;
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; 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; the ability of Volta’s new management team to successfully integrate into Volta and execute on Volta’s business strategy;
the EV market may not continue to grow as expected; and the ability to protect its intellectual property rights; and those risk factors
discussed in Volta’s Annual Report on Form 10-K for the year ended December 31, 2021, Volta’s Form 10-Q for the quarter ended March
31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2022, and other Quarterly Reports on Form
10-Q, and other reports and documents Volta files from time to time with the SEC. Any forward-looking statements speak only as of the
date on which they are made, and Volta undertakes no obligation to update any forward-looking statement to reflect events or circumstances
after the date of this press release.
Media / Press:
Jette Speights
jette@voltacharging.com
Investor / Analyst:
Katherine Bailon
katherine@voltacharging.com
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