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
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
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
1 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; . . .
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
Additionally, the Company intends to file with the
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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 (
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
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.
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On
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. Exhibit No. Description
2.1* Agreement and Plan of Merger, dated as ofJanuary 17, 2023 , by and betweenVolta Inc. ,Shell USA, Inc. andSEV Subsidiary, Inc. (incorporated by reference to Exhibit 2.1 to the Company's Current Report 8-K, filed with theSecurities and Exchange Commission onJanuary 18, 2023 ). 3.1 Amended and Restated Certificate of Incorporation ofVolta Inc. 3.2 Amended and Restated Bylaws ofVolta Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Volta
Inc. agrees to furnish supplementally to the
a copy of any omitted schedule upon request.
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