Item 8.01 Other Events.
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. Volta first applied for a loan under this program on August 2,
2021. The DOE Loan Programs Office (“LPO”) invitation includes LPO performing its due diligence of Volta’s electric
vehicle charging station installation project (the “Project”).
Volta’s
management believes that the due diligence stage would likely take between three and six months. There is no assurance that Volta’s
application will proceed beyond the due diligence stage and receive a conditional commitment or an eventual loan.
If
Volta’s proposed transaction with Shell USA, Inc. (“Shell”) were not to close, Volta does not have the capital
to continue to operate the business without raising additional debt or equity capital, which may not be available. If unavailable, Volta
would need to commence voluntary bankruptcy proceedings. Furthermore, if Volta were to be successful in securing a loan from LPO, the
DOE LPO loan would only fund a portion of the capital expenditures required to install the Project, and Volta would need to raise additional
capital to fund its share of the capital expenditures associated with the Project. There is no assurance that additional investment capital
would be available to Volta.
In
connection with the upcoming special meeting of Volta’s stockholders on March 29, 2023, the Volta board of directors unanimously
recommends that stockholders vote (a) “FOR” the proposal to adopt the merger agreement and (b) “FOR” the adjournment
proposal.
Additional
Information and Where to Find It
This
Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation
of any vote or approval. This Current Report on Form 8-K may be deemed to be solicitation material in respect of the proposed transaction
involving Shell and Volta. In connection with the proposed transaction, on February 21, 2023, Volta filed with the SEC a definitive
proxy statement on Schedule 14A (the “Proxy Statement”). Promptly after filing the Proxy Statement with the SEC,
Volta mailed the Proxy Statement and a proxy card to each stockholder of Volta entitled to vote at the special meeting relating to the
proposed transaction. The Proxy Statement contains important information about the proposed transaction and related matters.
STOCKHOLDERS
OF VOLTA ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY DOCUMENTS INCORPORATED BY REFERENCE
THEREIN) AND OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE PROPOSED TRANSACTION THAT VOLTA HAS FILED OR WILL FILE WITH THE SEC WHEN
THEY BECOME AVAILABLE CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
AND THE PARTIES TO THE PROPOSED TRANSACTION. Stockholders and investors may obtain free copies of the Proxy Statement and other relevant
documents filed by Volta with the SEC at the SEC’s website at www.sec.gov. Copies of the Proxy Statement and the filings that will
be incorporated by reference therein may also be obtained, without charge, on Volta’s website at investors.voltacharging.com or
by contacting Volta Investor Relations at drew@voltacharging.com. In addition, you may obtain a copy of these materials, without charge,
upon written request to: Volta Inc., 155 De Haro Street, San Francisco, California 94103, Attention: Corporate Secretary.
Participants
in the Solicitation
Volta
and its directors, executive officers and certain employees, may be deemed, under SEC rules, to be participants in the solicitation of
proxies in respect of the proposed merger. Information regarding Volta’s directors and executive officers is available in Volta’s
proxy statement filed with the SEC on June 13, 2022, in Volta’s current reports on Form 8-K filed with the SEC on June 13,
2022, July 12, 2022, August 2, 2022, January 6, 2023, and in the Proxy Statement. Other information regarding the participants in the
proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the Proxy
Statement. Investors should read the Proxy Statement and other relevant documents carefully and in their entirety before making any voting
or investment decisions. These documents can be obtained free of charge from the sources indicated above.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes “forward-looking statements” within the meaning of the U.S. federal securities laws.
Such statements include statements concerning anticipated future events and expectations that are not historical facts, including but
not limited to statements regarding Volta’s ability to secure a loan from the U.S. Department of Energy Loan Programs Office, or
Volta’s anticipated use of proceeds from any loan facility provided by the U.S. Department of Energy. All statements included in
this Current Report on Form 8-K other than statements of historical fact are statements that could be deemed forward-looking statements.
Forward-looking statements are based on current expectations and assumptions about future events and currently available information
as to the outcome and timing of future events. Such statements are inherently subject to numerous business, economic, competitive, regulatory
and other risks and uncertainties, most of which are difficult to predict and many of which are beyond Volta’s control. No assurance
can be given that such expectations will be correct or achieved or that the assumptions are accurate or that any transaction will ultimately
be consummated. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,”
“intend,” “target,” “estimate,” “continue,” “positions,” “plan,”
“predict,” “project,” “forecast,” “guidance,” “goal,” “objective,”
“prospects,” “possible” or “potential,” by future conditional verbs such as “assume,”
“will,” “would,” “should,” “could” or “may,” or by variations of such words
or by similar expressions or the negative thereof. Actual results may vary materially from those expressed or implied by forward-looking
statements based on a number of factors, including, without limitation: (1) risks related to the consummation of the transaction, including
the risks that (a) the transaction may not be consummated within the anticipated time period, or at all, (b) the parties may fail to
obtain Volta stockholder approval of the merger agreement, and (c) other conditions to the consummation of the merger under the merger
agreement may not be satisfied; (2) the possibility of the termination of the merger agreement and the effects that any termination of
the merger agreement may have on Volta or its business, including the risks that Volta’s stock price may decline significantly
and that Volta may not be able to continue as a going concern if the transaction is not completed; (3) the effects that the announcement
or pendency of the merger may have on Volta and its business, including the risks that as a result (a) Volta’s business, operating
results or stock price may suffer, (b) Volta’s current plans and operations may be disrupted, (c) Volta’s ability to retain
or recruit key employees may be adversely affected, (d) Volta’s business relationships (including with customers and suppliers)
may be adversely affected, or (e) Volta’s management’s or employees’ attention may be diverted from other important
matters; (4) the effect of limitations that the merger agreement places on Volta’s ability to operate its business, return capital
to stockholders or engage in alternative transactions; (5) the nature, cost and outcome of pending and future litigation and other legal
proceedings, including any such proceedings related to the merger and instituted against Volta and others; (6) the risk that the transaction
and related transactions may involve unexpected costs, liabilities or delays; (7) other economic, business, competitive, legal, regulatory,
and/or tax factors; (8) Volta’s ability to secure conditional commitment or final approval of a loan from the U.S. Department
of Energy; and (9) other factors described under the heading “Risk Factors” in Part I, Item 1A of Volta’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2021 and Quarterly Reports on Form 10-Q, each as updated
or supplemented by subsequent reports that Volta has filed or files with the SEC. These risks and uncertainties may be impacted by the
COVID-19 pandemic (including supply chain constraints, labor shortages and inflationary pressure). Potential investors, stockholders
and other readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date on which such
statement is made. Should one or more of the risks or uncertainties described in this Current Report on Form 8-K occur, or should
underlying assumptions prove incorrect, Volta’s actual results and plans could differ materially from those expressed in any forward-looking
statements. All forward-looking statements are expressly qualified in their entirety by this cautionary statement. Except as otherwise
required by applicable law, Volta undertakes no obligation to publicly correct or update any forward-looking statement after it is made,
whether as a result of new information, future events or circumstances after the date of this Current Report on Form 8-K, or otherwise.
Item 9.01 Other Events.
(d)
