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.
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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)
Exhibit No. Description
99.1 Letter from the U.S. Department of Energy Loan Programs Office, dated
March 17, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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