SEC Form SC 13D/A filed by Volta Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

(Amendment No. 1)

Under the Securities Exchange Act of 1934

VOLTA INC.

(Name of Issuer)

Class A Common Stock

(Title of Class of Securities)

92873V102

(CUSIP Number)

John Tough

Energize Ventures Fund LP

1 South Wacker Drive, Suite 1120

Chicago, Illinois 60606

(312) 638-8532

Copy to:

Carol Anne Huff

Winston & Strawn LLP

35 W. Wacker Drive

Chicago, Illinois 60601

(312) 558-3203

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 23, 2023

 (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

CUSIP No. 92873V102

CUSIP No. 92873V102

CUSIP No. 92873V102

CUSIP No. 92873V102

CUSIP No. 92873V102

CUSIP No. 92873V102

CUSIP No. 92873V102

ITEM 1. SECURITY AND ISSUER

This Amendment No. 1 to Statement on Schedule 13D (this “Schedule 13D”) relates to the Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of Volta Inc., a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 155 De Haro Street, San Francisco, CA 94103.

ITEM 2. IDENTITY AND BACKGROUND

(a) This statement is filed by (i) Energize Ventures Fund LP (“EVF”), (ii) Energize Growth Fund I LP (“EGF”) (iii) Energize Growth I GP LLC (“Growth GP”), (iv) Energize Ventures GP, LLC (“EVF GP”), (v) EV Volta SPV LLC (“Volta SPV” and, together with EVF and EGF, the “Funds”), (vi) Energize Ventures LLC (“Ventures LLC”), (vii) John Tough, a natural person (“Tough” and collectively with the Funds, the “Reporting Persons”).

(b) The address of the principal business and/or principal office of the Reporting Persons is 1 South Wacker Drive, Suite 1120, Chicago, Illinois 60606.

(c) Tough is Managing Partner of Ventures LLC. Growth GP is the general partner of EGF. EVF GP is the general partner of EVF. Ventures LLC is the investment manager of Volta SPV, EVF and EGF. The Funds purchase, hold and sell securities and other investment products. Growth GP and EGF GP act as general partners for certain investment funds and Ventures LLC acts as investment manager for certain investment funds.

(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Each of the Funds, Growth GP, EVF GP and Ventures LLC is organized under the laws of the State of Delaware. Tough is a citizen of the United States of America.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3, as applicable. On August 26, 2021, pursuant to that certain Business Combination Agreement and Plan of Reorganization, dated as of February 7, 2021 (the “Business Combination Agreement”), by and among Tortoise Acquisition Corp. II (the “Issuer”), Volta Industries, Inc., a Delaware corporation (“Legacy Volta”) and the other parties thereto, the Issuer completed its initial business combination (the “Business Combination”). As a result of the Business Combination, the Issuer changed its name to Volta Industries, Inc.

The consideration for acquiring the securities described herein was an exchange of securities of Legacy Volta.

ITEM 4. PURPOSE OF THE TRANSACTION

The information contained in Item 3. is incorporated herein by reference. John Tough serves as Director of the Issuer. Accordingly, he may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of this Schedule 13D. Additionally, the Reporting Persons may further purchase, hold, vote, trade, dispose of or otherwise deal in the Common Stock at such times, and in such manner, as they deem advisable to benefit from changes in the market prices of such Common Stock, changes in the Issuer’s operations, business strategy or prospects. The Reporting Persons may review, monitor and evaluate their investments in the Issuer at any time, whether in light of the discussions described in the immediately preceding sentence or otherwise, which may give rise to plans or proposals that, if consummated, would result in one or more of the events described in Item 4 of Schedule 13D. Any such discussion or actions may consider various factors, including, without limitation, the Issuer’s business prospects and other developments concerning the Issuer, alternative investment opportunities, general economic conditions, financial and stock market conditions, the Issuer’s management, competitive and strategic matters, capital structure, liquidity objectives and any other facts and circumstances that may become known to the Reporting Persons regarding or related to the matters described in this Statement.

On February 23, 2023, Volta SPV distributed all of the shares of Class A Common Stock held by it in a pro rata distribution for no consideration to its members.

Except as described in this Schedule 13D, the Reporting Person does not have any present plans or proposals that relate to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Person reserves the right to formulate plans and/or proposals and to take such actions with respect to his investment in the Issuer, including any or all of the actions set forth in clauses (a) through (j) of Item 4 of Schedule 13D.

ITEM 5. INTEREST OF SECURITIES OF THE ISSUER.

(a) and (b) The information contained on the cover pages to this Schedule 13D is incorporated herein by reference.

Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a “group” for the purposes of Sections 13(d) of the Exchange Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) of the Exchange Act.

(c) Except for the transactions described in Item 4 of this Schedule 13D, the Reporting Persons have not engaged in any transaction during the past 60 days involving Class A Common Stock of the Issuer.

(d) Not applicable.

(e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The information set forth in Items 4 and 5 hereof is hereby incorporated by reference into this Item 6, as applicable.

Amended and Restated Registration Rights Agreement

In connection with the closing of the business combination, the Issuer, the Reporting Person and certain other stockholders (the “RRA Holders”) entered into an Amended and Restated Registration Rights Agreement, dated as of August 26, 2021 (the “Registration Rights Agreement”). Pursuant to the terms of the Registration Rights Agreement, the Issuer agreed to file a registration statement to register the resale of certain securities of the Issuer held by the RRA Holders within 30 days after the Closing Date. In addition, the RRA Holders are entitled to make up to three demands for registration, excluding short form demands, that the Issuer register shares of Common Stock held by these parties. The Registration Rights Agreement also provides customary “piggy-back” registration rights to such stockholders.

This summary is qualified by the actual terms of the Business Combination Agreement and the Registration Rights Agreement, filed as exhibits to this Schedule 13D and are incorporated herein by reference.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: February 24, 2023

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