|
1
|
NAME
OF REPORTING PERSONS
John
Tough
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
242,700
(1)
|
|
8
|
SHARED
VOTING POWER
12,570,574(2)
|
|
9
|
SOLE
DISPOSITIVE POWER
242,700(1)
|
|
10
|
SHARED
DISPOSITIVE POWER
12,570,574(2)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,570,574(2)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.8%(3)
|
|
14.
|
TYPE
OF REPORTING PERSON
IN
|
|
|
(1)
|
Includes
242,700 shares of Volta Class A Common Stock issuable upon the exercise of Volta Options
currently exercisable or exercisable within 60 days of October 19, 2021.
|
|
|
(2)
|
The
reported shares include (i) 8,414,566 shares held of record by Energize Ventures
Fund LP (“EVF”); (ii) 1,644,107 shares held by Energize Growth Fund I
LP (“EGF”), (iii) 1,848,507 shares held by EV Volta SPV LLC (“Volta
SPV” and, together with EVF and EGF, the “Funds”) and (iv) 663,394
shares issuable upon exercise of warrants held by EVF. Energize Growth I GP LLC (“Growth
GP”) is the managing partner of EGF and Energize Ventures GP LLC (“Ventures GP”)
is the managing partner of Volta SPV. John Tough is the Managing Partner of EVF, Growth GP
and Ventures GP and may be deemed to share voting and investment power over the shares held
of record by the Funds. Mr. Tough disclaims beneficial ownership of the shares held
by the Funds except to the extent of his pecuniary interest therein
|
|
|
(3)
|
All
percentages in this Schedule 13D are based on 151,827,204 shares
of Volta Class A Common Stock outstanding as of September 15, 2021 as reported
in the Issuer’s registration statement on Form S-1 filed on September 20, 2021.
|
|
1
|
NAME
OF REPORTING PERSONS
Energize
Ventures Fund LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
9,077,960
(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
9,077,960
(1)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,077,960
(1)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
|
|
14.
|
TYPE
OF REPORTING PERSON
PN
|
|
(1)
|
The
reported shares include (i) 8,414,566 shares held by Energize Ventures Fund LP
(“EVF”); and (ii) 663,394 shares issuable upon exercise of warrants held
by EVF. John Tough is the Managing Partner of EVF and may be deemed to share voting and investment
power over the shares held by EVF. Mr. Tough disclaims beneficial ownership of the shares
held by EVF except to the extent of his pecuniary interest therein.
|
|
(2)
|
|
|
1
|
NAME
OF REPORTING PERSONS
Energize
Growth Fund I LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
|
8
|
SHARED
VOTING POWER
1,644,107
(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,644,107
(1)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,644,107
(1)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
|
|
14.
|
TYPE
OF REPORTING PERSON
PN
|
|
|
(1)
|
The
reported shares are held of record by Energize Growth Fund I LP (“EGF”).
Energize Growth I GP LLC (“Growth GP”) is the general partner of EGF. John
Tough is the Managing Partner of Growth GP. Each of Growth GP and Mr. Tough may be deemed
to share voting and investment power over the shares held by EGF. Growth GP and Mr. Tough
each disclaims beneficial ownership of the shares held by EGF except to the extent of their
respective pecuniary interests therein.
|
|
1
|
NAME
OF REPORTING PERSONS
Energize Growth I GP LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,644,1071)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,644,1071
(1)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,644,1071(1)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%(2)
|
|
14.
|
TYPE
OF REPORTING PERSON
PN
|
|
|
(1)
|
The
reported shares are held of record by Energize Growth Fund I LP (“EGF”).
Energize Growth I GP LLC (“Growth GP”) is the general partner of EGF and
John Tough is the Managing Partner of Growth GP and, as a result, each of Growth GP and Mr.
Tough may be deemed to share voting and investment power over the shares held by EGF. Growth
GP and Mr. Tough each disclaims beneficial ownership of the shares held by EGF except
to the extent of their respective pecuniary interests therein.
|
|
1
|
NAME
OF REPORTING PERSONS
EV Volta
SPV LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,848,507
(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,848,507
(1)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,848,5071)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%(2)
|
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|
|
(1)
|
The
reported shares are held of record by EV Volta SPV LLC (“Volta SPV”). Energize
Ventures GP LLC (“Ventures GP”) is the general partner of Volta SPV and John
Tough is the Managing Partner of Ventures GP. Each of Ventures GP and Mr. Tough may be deemed
to share voting and investment power over the shares held by Volta SPV. Ventures GP and Mr. Tough
each disclaims beneficial ownership of the shares held by Volta SPV except to the extent
of their respective pecuniary interests therein.
|
|
1
|
NAME
OF REPORTING PERSONS
Energize
Ventures GP LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐ (b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
OO
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
0
|
|
8
|
SHARED
VOTING POWER
1,848,507
(1)
|
|
9
|
SOLE
DISPOSITIVE POWER
0
|
|
10
|
SHARED
DISPOSITIVE POWER
1,848,507
(1)
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,848,507
(1)
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%(3)
|
|
14.
|
TYPE
OF REPORTING PERSON
OO
|
|
|
(1)
|
The
reported shares are held of record by EV Volta SPV LLC (“Volta SPV”). Energize
Ventures GP LLC (“Ventures GP”) is the general partner of Volta SPV and John
Tough is the Managing Partner of Ventures GP. Each of Ventures GP and Mr. Tough may be deemed
to share voting and investment power over the shares held by Volta SPV. Ventures GP and Mr. Tough
each disclaims beneficial ownership of the shares held by Volta SPV except to the extent
of their respective pecuniary interests therein.
|
ITEM 1. SECURITY AND ISSUER
This 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) EV Volta SPV LLC (“Volta SPV” and, together with EVF and EGF, the “Funds”), (v) Energize
Ventures GP LLC (“Ventures GP”), (vi) 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 1620 Chicago, Illinois 60606.
(c) Tough is the managing partner of EVF. Growth
GP is the general partner of EGF. Ventures GP is the general partner of Volta SPV. Tough is the managing partner of Growth GP and Ventures
GP. The Funds purchase, hold and sell securities and other investment products. Growth GP and Ventures GP act as general partners 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 and Ventures
GP 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.
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
|
Exhibit No.
|
|
Description
|
|
1
|
|
Joint Filing Agreement by and among the Reporting Persons.*
|
|
2
|
|
Business Combination Agreement and Plan of Reorganization, dated as of February 7, 2021, by and among the Company, SNPR Merger Sub I, Inc., SNPR Merger Sub II, LLC, and Volta Industries, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 8, 2021).
|
|
3
|
|
Amended and Restated Registration Rights Agreement, dated as of August 26, 2021, by and among the Company, Tortoise Sponsor II LLC, Tortoise Ecofin Borrower LLC, and certain other parties (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K, filed with the SEC on September 1, 2021).
|
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: October
19, 2021
|
ENERGIZE VENTURES FUND LP
|
|
|
|
|
|
By:
|
John Tough
|
|
|
|
|
|
|
/s/
John Tough
|
|
|
Name:
|
John Tough
|
|
|
Title:
|
Managing Partner
|
|
|
ENERGIZE GROWTH FUND I LP
|
|
|
|
|
|
|
By:
|
Energize Growth I GP LLC, General Partner
|
|
|
|
|
|
|
/s/
John Tough
|
|
|
Name:
|
John Tough
|
|
|
Title:
|
Managing Partner
|
|
|
EV Volta SPV LLC
|
|
|
|
|
|
|
By:
|
Energize Ventures GP LLC, General Partner
|
|
|
|
|
|
|
/s/
John Tough
|
|
|
Name:
|
John Tough
|
|
|
Title:
|
Managing Partner
|
|
|
ENERGIZE GROWTH I GP LLC
|
|
|
|
|
|
|
/s/
John Tough
|
|
|
Name:
|
John Tough
|
|
|
Title:
|
Managing Partner
|
|
|
ENERGIZE VENTURES GP, LLC
|
|
|
|
|
|
|
/s/
John Tough
|
|
|
Name:
|
John Tough
|
|
|
Title:
|
Managing Partner
|
|
|
/s/ John Tough
|
|
|
John Tough
|
|
10