Exhibit 99.1
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 17, 2021
TORTOISE ACQUISITION CORP. II
(Exact Name of Registrant as Specified in Charter)
| Cayman Islands | 001-39508 | 98-1550630 | ||
|
(State
of incorporation
or organization) |
(Commission File Number) |
(I.R.S.
Employer
Identification Number) |
|
5100 W. 115th Place Leawood, KS |
66211 | |
| (Address of principal executive offices) | (Zip Code) |
(913) 981-1020
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
| Units, each consisting of one Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant | SNPR.U | New York Stock Exchange | ||
| Class A Ordinary Shares included as part of the units | SNPR | New York Stock Exchange | ||
| Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 | SNPR WS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events
As previously announced, on February 7, 2021, Tortoise Acquisition Corp. II, a Cayman Islands exempted company (“Acquiror”), SNPR Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of Acquiror (“First Merger Sub”), SNPR Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of Acquiror (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Volta Industries, Inc., a Delaware corporation (the “Company”), entered into a business combination agreement and plan of reorganization (the “Business Combination Agreement”), pursuant to which First Merger Sub will merge with and into the Company (the “First Merger”), with the Company surviving the First Merger as a wholly owned subsidiary of Acquiror (the “Surviving Corporation”), and the Surviving Corporation will subsequently merge with and into Second Merger Sub (the “Second Merger,” together with the First Merger, the “Mergers”, and together with the other transactions related thereto, the “Proposed Transactions”), with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of Acquiror.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a revised investor presentation relating to the Proposed Transactions.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description of Exhibits |
|
| 99.1 | Investor Presentation. |
1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: June 17, 2021
| TORTOISE ACQUISITION CORP. II | ||
| By: | /s/ Vincent T. Cubbage | |
| Name: Vincent T. Cubbage | ||
| Title: Chief Executive Officer and President | ||
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Exhibit 99.1