SUMMARY TERM SHEET

This Summary Term Sheet, together with the sections entitled “Questions and Answers About the Business Combination” and “Summary of the Proxy Statement/Prospectus,” summarizes certain information included in this proxy statement/prospectus, but does not include all of the information that is important to you. You should carefully read this entire proxy statement/prospectus, including the attached annexes, for a more complete understanding of the matters to be considered at the extraordinary general meeting.

•        TortoiseCorp is a blank check company incorporated on July 24, 2020 as a Cayman Islands exempted company for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. For more information about TortoiseCorp, see the section entitled “Information About TortoiseCorp.” When you consider the TortoiseCorp Board’s recommendation of the Proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of TortoiseCorp shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information. The TortoiseCorp Board was aware of and considered these interests, among other matters, in recommending that TortoiseCorp shareholders vote “FOR” each of the Proposals.

•        There are currently 34,500,000 Class A Ordinary Shares and 8,625,000 Class B Ordinary Shares issued and outstanding. In addition, there are currently 14,558,333 TortoiseCorp Warrants outstanding, consisting of 8,625,000 public warrants and 5,933,333 private placement warrants. Each whole TortoiseCorp Warrant entitles the holder to purchase one whole Class A Ordinary Share for $11.50 per share. The TortoiseCorp Warrants will become exercisable on the later of (a) 30 days after the completion of the Business Combination (or any other Initial Business Combination) and (b) 12 months from the closing of our IPO and will expire five years after the completion of an Initial Business Combination or earlier upon redemption or liquidation. Once the warrants become exercisable, TortoiseCorp may redeem the outstanding warrants, in whole and not in part, for cash in accordance with, and subject to the terms of, the Warrant Agreement. The private placement warrants, however, are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. For more information about the terms of the warrants, see the subsection entitled “Description of Securities — Public Warrants.”

•        Volta, a Delaware corporation, was founded in 2010 by Scott Mercer, its Chief Executive Officer, and Christopher Wendel, who subsequently joined as co-founder and President. Volta primarily owns, operates and maintains EV charging stations and has expanded its network across the United States to include more than 1,700 chargers across 24 territories and states that generated over 165,000 charging sessions per month on average for the three months ended March 31, 2021, forming one of the most utilized charging networks in the United States. For more information about Volta, see the sections entitled “Information About Volta” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Volta.”

•        On February 7, 2021, we and our wholly owned subsidiaries, First Merger Sub and Second Merger Sub, entered into the Business Combination Agreement with Volta. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

•        Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, First Merger Sub will merge with and into Volta, with Volta surviving the First Merger as a wholly owned subsidiary of New Volta, and as soon as practicable, but in any event within three days following the Effective Time and as part of the same overall transaction as the First Merger, Volta (as the

surviving entity of the First Merger) will merge with and into Second Merger Sub, with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of New Volta. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

•        At the Closing, it is anticipated that 101,240,276 shares of New Volta Class A Common Stock and 11,431,899 shares of New Volta Class B Common Stock will be issued to the Historical Rollover Shareholders in the Business Combination in exchange for all outstanding shares of Volta Common Stock (including shares of Volta Preferred Stock converted in the Conversion). It is also anticipated that we will reserve for issuance up to 20,712,774 shares of New Volta Class A Common Stock and 134,993 shares of New Volta Class B Common Stock in respect of New Volta Options issued in exchange for outstanding pre-merger Volta Options and in respect of New Volta Warrants issued in exchange for outstanding pre-merger Volta Warrants. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

•        Unless lawfully waived by the parties to the Business Combination Agreement, the Closing is subject to a number of conditions set forth in the Business Combination Agreement, including, among others, receipt of the requisite TortoiseCorp shareholder approval of the Business Combination Agreement, the Business Combination and certain other proposals at the extraordinary general meeting, as contemplated by this proxy statement/prospectus. For more information about the closing conditions to the Business Combination, see the subsection entitled “The Business Combination — Conditions to Closing of the Business Combination Agreement.”

•        The Business Combination Agreement may be terminated at any time prior to the consummation of the Business Combination upon agreement of the parties thereto, or for other reasons in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the subsection entitled “The Business Combination — Termination.”

•        The proposed Business Combination involves numerous risks. For more information about these risks, please see the section entitled “Risk Factors.”

•        Pursuant to the Private Placement Financing, we have agreed to issue and sell to certain investors, and those investors have agreed to buy from us, in connection with the Closing, an aggregate of 30,000,000 shares of New Volta Class A Common Stock at a purchase price of $10.00 per share for an aggregate commitment of $300,000,000. Such New Volta Class A Common Stock would be valued at approximately $297,600,000, based on the closing price of our Class A Ordinary Shares of $9.92 per share on July 29, 2021.

•        Under our Existing Organizational Documents, in connection with the Business Combination, our public shareholders may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with our Existing Organizational Documents. As of March 31, 2021, this would have amounted to $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its public shares for cash and will no longer own shares of New Volta following the completion of the Business Combination and will not participate in the future growth of New Volta, if any. Such a holder will be entitled to receive cash for its public shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the extraordinary general meeting. For more information regarding these procedures, see the subsection entitled “Extraordinary General Meeting — Redemption Rights.”

•        We anticipate that, upon completion of the Business Combination, the ownership of New Volta will be as follows:

Alternatively, if we assume the maximum redemptions scenario described under the section entitled “Unaudited Pro Forma Condensed Combined Financial Information — Note 1 — Basis of Presentation,” i.e., 34,500,000 public shares are redeemed, and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of New Volta upon completion of the Business Combination will be as follows:

(1)      The number of shares and percentages shown for the Historical Rollover Shareholders do not include shares of New Volta Class A Common Stock and New Volta Class B Common Stock that Scott Mercer and Christopher Wendel will own following the Business Combination.

(2)      Consists of (a) 5,862,393 shares of New Volta Class A Common Stock issued in exchange for 4,864,249 shares of Volta Class B Common Stock and (b) 7,176,406 shares of New Volta Class B Common Stock issued in exchange for 5,954,535 shares of Volta Class A Common Stock.

(3)      Consists of (a) 6,649,012 shares of New Volta Class A Common Stock issued in exchange for 5,516,937 shares of Volta Class B Common Stock and (b) 2,347,621 shares of New Volta Class B Common Stock issued in exchange for 1,947,910 shares of Volta Class A Common Stock.

The ownership percentages with respect to New Volta set forth above do not take into account TortoiseCorp Warrants that will remain outstanding immediately following the Business Combination, but do include the Founder Shares, which will convert into New Volta Class A Common Stock upon an Initial Business Combination. If the facts are different than these assumptions, the percentage ownership retained by TortoiseCorp’s existing shareholders in New Volta following the Business Combination will be different. For example, if we assume that all outstanding 8,625,000 public warrants and 5,933,333 private placement warrants were exercisable and exercised following completion of the Business Combination and further assume that no public shareholders elect to have their public shares redeemed (and each other assumption set forth in the preceding paragraph remains the same), then the ownership of New Volta would be as follows:

(1)      The number of shares and percentages shown for the Historical Rollover Shareholders do not include shares of New Volta Class A Common Stock and New Volta Class B Common Stock that Scott Mercer and Christopher Wendel will own following the Business Combination.

(2)      Consists of (a) 5,862,393 shares of New Volta Class A Common Stock issued in exchange for 4,864,249 shares of Volta Class B Common Stock and (b) 7,176,406 shares of New Volta Class B Common Stock issued in exchange for 5,954,535 shares of Volta Class A Common Stock.

(3)      Consists of (a) 6,649,012 shares of New Volta Class A Common Stock issued in exchange for 5,516,937 shares of Volta Class B Common Stock and (b) 2,347,621 shares of New Volta Class B Common Stock issued in exchange for 1,947,910 shares of Volta Class A Common Stock.

The TortoiseCorp Warrants will become exercisable on the later of (a) 30 days after the completion of the Business Combination (or any other Initial Business Combination) and (b) 12 months from the closing of our IPO and will expire five years after the completion of an Initial Business Combination or earlier upon their redemption or liquidation.

Additionally, if we (a) assume (i) that no public shareholders elect to have their public shares redeemed, (ii) that there are no other issuances of equity interests of TortoiseCorp or Volta and no repurchases of Volta Restricted Stock, (iii) none of TortoiseCorp’s initial shareholders or the Historical Rollover Shareholders purchase Class A Ordinary Shares in the open market, (iv) the issuance of all 20,712,774 shares of New Volta Class A Common Stock that will be reserved in respect of New Volta Options issued in exchange for outstanding pre-merger Volta Options and in respect of New Volta Warrants issued in exchange for outstanding pre-merger Volta Warrants and (v) the issuance of all 134,993 shares of New Volta Class B Common Stock that will be reserved in respect of New Volta Options issued in exchange for outstanding pre-merger Volta Options and (b) do not take into account TortoiseCorp Warrants that will remain outstanding following the Business Combination and may be exercised at a later date, then the ownership of New Volta would be as follows:

(1)      The number of shares and percentages shown for the Historical Rollover Shareholders do not include shares of New Volta Class A Common Stock and New Volta Class B Common Stock that Scott Mercer and Christopher Wendel will own following the Business Combination.

(2)      Consists of (a) 5,862,393 shares of New Volta Class A Common Stock issued in exchange for 4,864,249 shares of Volta Class B Common Stock, (b) 7,176,406 shares of New Volta Class B Common Stock issued in exchange for 5,954,535 shares of Volta Class A Common Stock and (c) 504,999 shares of New Volta Class A Common Stock and 134,993 shares of New Volta Class B Common Stock issuable upon the exercise of New Volta Options issued in exchange for Volta Options.

(3)      Consists of (a) 6,649,012 shares of New Volta Class A Common Stock issued in exchange for 5,516,937 shares of Volta Class B Common Stock and (b) 2,347,621 shares of New Volta Class B Common Stock issued in exchange for 1,947,910 shares of Volta Class A Common Stock.

Please see the subsection and section entitled “Summary of the Proxy Statement/Prospectus — Ownership of New Volta After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

The TortoiseCorp Board considered various factors in determining whether to approve the Business Combination Agreement and the Business Combination. For more information about the TortoiseCorp Board’s decision-making process, see the subsection entitled “The Business Combination — The TortoiseCorp Board’s Reasons for the Approval of the Business Combination.”

In addition to voting on the proposal to approve and adopt the Business Combination Agreement and the Business Combination (the “Business Combination Proposal”) at the extraordinary general meeting, TortoiseCorp’s shareholders will also be asked to vote on the approval of:

•        the change of TortoiseCorp’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication Proposal”);

•        the proposed new certificate of incorporation (the “Proposed Certificate of Incorporation”) and the proposed new bylaws (the “Proposed Bylaws” and, together with the Proposed Certificate of Incorporation, the “Proposed Organizational Documents”) of New Volta, the post-Domestication company, which if approved, would take effect at the time of the Domestication (the “Organizational Documents Proposal”);

•        on a non-binding advisory basis, certain governance provisions in the Proposed Organizational Documents, which are being presented separately in accordance with the SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions, as nine separate proposals (collectively, the “Advisory Organizational Documents Proposals”);

•        for purposes of complying with applicable listing rules of the NYSE, the issuance and sale to the New Private Placement Investors of 30,000,000 shares of New Volta Class A Common Stock in the Private Placement Financing, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement (the “PIPE Proposal”);

•        the New Volta 2021 Equity Incentive Plan (the “2021 Plan”) and material terms thereunder (the “2021 Plan Proposal”);

•        the New Volta Founder Incentive Plan (the “Founder Plan”) and material terms thereunder (the “Founder Plan Proposal”);

•        the Employee Stock Purchase Plan (the “ESPP”), including the authorization of the initial share reserve thereunder (the “ESPP Proposal”);

•        the election, effective immediately after the Effective Time, of three directors to serve until the 2022 annual meeting of stockholders, three directors to serve until the 2023 annual meeting of stockholders and two directors to serve until the 2024 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (the “Director Election Proposal”); and

•        the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the PIPE Proposal, the 2021 Plan Proposal, the Founder Plan Proposal, the ESPP Proposal or the Director Election Proposal (the “Adjournment Proposal” and, together with the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the PIPE Proposal, the 2021 Plan Proposal, the Founder Plan Proposal, the ESPP Proposal and the Director Election Proposal, the “Proposals”).

For more information, see the sections entitled “Proposal No. 1 — The Business Combination Proposal,” “Proposal No. 2 — The Domestication Proposal,” “Proposal No. 3 — The Organizational Documents Proposal,” “Proposal No. 4 — The Advisory Organizational Documents Proposals,” “Proposal No. 5 — The PIPE Proposal,” “Proposal No. 6 — The 2021 Plan Proposal,” “Proposal No. 7 — The Founder Plan Proposal,” “Proposal No. 8 — The ESPP Proposal,” “Proposal No. 9 — The Director Election Proposal” and “Proposal No. 10 — The Adjournment Proposal.”

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the Proposals to be presented at the extraordinary general meeting, including the proposed Business Combination. The following questions and answers do not include all the information that is important to TortoiseCorp shareholders. We urge TortoiseCorp shareholders to carefully read this entire proxy statement/prospectus, including the annexes and other documents referred to herein.

QUESTIONS AND ANSWERS ABOUT TORTOISECORP’S EXTRAORDINARY GENERAL MEETING AND THE BUSINESS COMBINATION

Q:     Why am I receiving this proxy statement/prospectus?

A:     TortoiseCorp is sending this proxy statement/prospectus to its shareholders to help them decide how to vote their Ordinary Shares with respect to the matters to be considered at the extraordinary general meeting. TortoiseCorp shareholders are being asked to consider and vote upon, among other things, a proposal to (a) approve and adopt the Business Combination Agreement, pursuant to which First Merger Sub will merge with and into Volta, with Volta surviving the First Merger as a wholly owned subsidiary of New Volta, and as soon as practicable, but in any event within three days following the Effective Time and as part of the same overall transaction as First Merger, Volta (as the surviving entity of the First Merger) will merge with and into Second Merger Sub, with Second Merger Sub surviving the Second Merger as a wholly owned subsidiary of New Volta, (b) approve the First Merger, Second Merger and the other transactions contemplated by the Business Combination Agreement and (c) approve, for purposes of complying with applicable listing rules of the NYSE, (i) the issuance in connection with the Domestication and the Business Combination of up to an aggregate of 144,365,276 shares of New Volta Class A Common Stock and 4,562,259 shares of New Volta Class B Common Stock to the Historical Rollover Shareholders, (ii) the issuance and sale to the New Private Placement Investors of 30,000,000 shares of New Volta Class A Common Stock in the Private Placement Financing, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement, (iii) the issuance of up to 20,712,774 shares of New Volta Class A Common Stock that may be reserved for issuance in respect of New Volta Class A Options issued in exchange for outstanding Volta Options and in respect of New Volta Warrants issued in exchange for outstanding Volta Warrants and (iv) the issuance of up to 6,869,640 shares of New Volta Class B Common Stock that may be reserved for issuance in respect of New Volta Restricted Stock and New Volta Class B Options. The Business Combination cannot be completed unless TortoiseCorp shareholders approve the Business Combination Proposal, the Domestication Proposal, the Organizational Documents Proposal, the Advisory Organizational Documents Proposals, the PIPE Proposal, the 2021 Plan Proposal, the Founder Plan Proposal and the Director Election Proposal (collectively, the “Condition Precedent Proposals”) at the extraordinary general meeting.

A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. This proxy statement/prospectus and its annexes include important information about the proposed Business Combination and the other matters to be acted upon at the extraordinary general meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety.

The approval of each of the Business Combination Proposal, the Advisory Organizational Documents Proposals, the PIPE Proposal, the 2021 Plan Proposal, the Founder Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of at least a majority of the holders of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Under the Existing Organizational Documents, only the holders of Class B Ordinary Shares are entitled to vote on the election of directors and therefore the Director Election Proposal. Each of the Domestication Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of at least a two-thirds majority of the holders of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class.

As a condition to the Business Combination, TortoiseCorp will change its jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation under the laws of the State of Delaware. As a result of and upon the effective time of the

Domestication, prior to the Effective Time: (a) each then issued and outstanding Class A Ordinary Share and each then issued and outstanding Class B Ordinary Share will convert automatically, on a one-for-one basis, into a share of New Volta Class A Common Stock; (b) each then issued and outstanding TortoiseCorp Warrant will convert automatically into a New Volta Warrant pursuant to the Warrant Agreement; (c) each then issued and outstanding TortoiseCorp Unit will convert automatically into a New Volta Unit, each consisting of one share of New Volta Class A Common Stock and one-fourth of one New Volta Warrant; (d) a dual class structure will be implemented and New Volta will be authorized to issue New Volta Class B Common Stock that will carry voting rights in the form of ten votes per such share; and (e) TortoiseCorp will immediately be renamed “Volta Inc.”

Your vote is important. You are encouraged to submit your proxy as soon as possible after carefully reviewing this proxy statement/prospectus and its annexes.

Q:     What is being voted on at the extraordinary general meeting?

A:     TortoiseCorp shareholders will vote on the following proposals at the extraordinary general meeting.

•        The Business Combination Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the Business Combination Agreement and the transactions contemplated thereby, including the issuance and reservation for issuance of shares in connection therewith (Proposal No. 1).

•        The Domestication Proposal — To consider and vote upon a proposal to approve by special resolution, the change of TortoiseCorp’s jurisdiction of incorporation by deregistering as an exempted company in the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware (Proposal No. 2).

•        The Organizational Documents Proposal — To consider and vote upon a proposal to approve by special resolution the Proposed Certificate of Incorporation and the Proposed Bylaws of New Volta, which, if approved, would take effect at the effective time of the Domestication (Proposal No. 3).

•        The Advisory Organizational Documents Proposals — To consider and vote upon nine separate proposals to approve, on a non-binding advisory basis, certain governance provisions in the Proposed Organizational Documents, which are being presented separately in accordance with SEC guidance to give shareholders the opportunity to present their separate views on important corporate governance provisions (Proposal No. 4).

•        The PIPE Proposal — To consider and vote upon a proposal to approve by ordinary resolution, for purposes of complying with applicable listing rules of the NYSE, the issuance and sale of 30,000,000 shares of New Volta Class A Common Stock in the Private Placement Financing, which shall occur substantially concurrently with, and is contingent upon, the consummation of the transactions contemplated by the Business Combination Agreement (Proposal No. 5).

•        The 2021 Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the 2021 Plan and material terms thereunder (Proposal No. 6).

•        The Founder Plan Proposal — To consider and vote upon a proposal to approve by ordinary resolution and adopt the Founder Plan and material terms thereunder (Proposal No. 7).

•        The ESPP Proposal — To consider and vote upon a proposal to approve the ESPP, including the authorization of the initial share reserve thereunder (Proposal No. 8).

•        The Director Election Proposal — For the holders of Class B Ordinary Shares to consider and vote upon a proposal to elect, effective immediately after the effective time of the Business Combination, three directors to serve until the 2022 annual meeting of stockholders, three directors to serve until the 2023 annual meeting of stockholders and two directors to serve until the 2024 annual meeting of stockholders, and until their respective successors are duly elected and qualified, subject to such directors’ earlier death, resignation, retirement, disqualification or removal (Proposal No. 9).

•        The Adjournment Proposal — To consider and vote upon a proposal to approve by ordinary resolution the adjournment of the extraordinary general meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the other Proposals (Proposal No. 10).

Q:     Are the Proposals conditioned on one another?

A:     We may not consummate the Business Combination unless the Condition Precedent Proposals are approved at the extraordinary general meeting. Each of the Condition Precedent Proposals is cross-conditioned on the approval and adoption of each of the other Condition Precedent Proposals. The Adjournment Proposal is not conditioned on the approval of any other Proposal set forth in this proxy statement/prospectus.

Q:     What will happen in the Business Combination?

A:     On February 7, 2021, TortoiseCorp, First Merger Sub and Second Merger Sub entered into the Business Combination Agreement with Volta. Pursuant to the Business Combination Agreement, and subject to the terms and conditions contained therein, (a) First Merger Sub will merge with and into Volta, with Volta surviving the First Merger as a wholly owned subsidiary of New Volta, and (b) as soon as practicable, but in any event within three days following the Effective Time and as part of the same overall transaction as the First Merger, Volta (as the surviving entity of the First Merger) will merge with and into Second Merger Sub, with Second Merger Sub surviving the merger as a wholly owned subsidiary of New Volta. At the Closing, it is anticipated that 101,240,276 shares of New Volta Class A Common Stock and 11,431,899 shares of New Volta Class B Common Stock will be issued to the Historical Rollover Shareholders in the Business Combination in exchange for all outstanding shares of Volta Common Stock. It is also anticipated that we will reserve for issuance up to 20,712,774 shares of New Volta Class A Common Stock and 134,993 shares of New Volta Class B Common Stock in respect of New Volta Options issued in exchange for outstanding pre-merger Volta Options and in respect of New Volta Warrants issued in exchange for outstanding pre-merger Volta Warrants. For more information about the Business Combination Agreement and the Business Combination, see the section entitled “The Business Combination.”

Q:     Why is TortoiseCorp proposing the Business Combination?

A:     TortoiseCorp was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving TortoiseCorp and one or more businesses or entities.

On September 15, 2020, TortoiseCorp completed its IPO of 34,500,000 TortoiseCorp Units, including 4,500,000 TortoiseCorp Units that were issued pursuant to the underwriters’ exercise of their over-allotment option in full, with each TortoiseCorp Unit consisting of one Class A Ordinary Share and one-fourth of one warrant, where each whole warrant is exercisable to purchase one Class A Ordinary Share at a price of $11.50 per share, generating gross proceeds to TortoiseCorp of $345,000,000. The underwriters were granted a 45-day option from the date of the final prospectus relating to the IPO to purchase up to 4,500,000 additional units to cover over-allotments, if any, at $10.00 per unit, less underwriting discounts and commissions. The underwriters exercised the over-allotment option in full on September 11, 2020. Since the IPO, TortoiseCorp’s activity has been limited to the search for a prospective Initial Business Combination.

The TortoiseCorp Board considered a wide variety of factors in connection with its evaluation of the Business Combination, including its review of the results of the due diligence conducted by TortoiseCorp’s management and TortoiseCorp’s advisors. As a result, the TortoiseCorp Board concluded that a transaction with Volta would present the most attractive opportunity to maximize value for TortoiseCorp’s shareholders. Please see the subsection entitled “The Business Combination — The TortoiseCorp Board’s Reasons for the Approval of the Business Combination.”

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including the approval by our shareholders of the Condition Precedent Proposals. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the subsection entitled “The Business Combination — Conditions to Closing of the Business Combination Agreement.”

Q:     How will we be managed and governed following the Business Combination?

A:     Immediately after the Closing, the TortoiseCorp Board will be divided into three separate classes, designated as follows:

•        the Class I directors will be Martin Lauber, Scott Mercer and John Tough and their terms will expire at the annual meeting of stockholders to be held in 2022;

•        the Class II directors will be Vincent Cubbage, Bonita Stewart and Christopher Wendel and their terms will expire at the annual meeting of stockholders to be held in 2023; and

•        the Class III directors will be Eli Aheto and Katherine Savitt and their terms will expire at the annual meeting of stockholders to be held in 2024.

It is anticipated that Scott Mercer will be designated Chairperson of the New Volta board of directors (the “New Volta Board”) immediately after the Closing.

For additional information, please see the section entitled “Management After the Business Combination.”

Q:     Will TortoiseCorp obtain new financing in connection with the Business Combination?

A:     The New Private Placement Investors have committed to purchase from TortoiseCorp 30,000,000 shares of New Volta Class A Common Stock, for an aggregate purchase price of approximately $300 million in the Private Placement Financing.

Q:     What equity stake will our current shareholders and the holders of our Founder Shares hold in New Volta following the consummation of the Business Combination?

A:     We anticipate that, upon completion of the Business Combination, the ownership of New Volta will be as follows:

public shares, i.e., 17,250,000 public shares, are redeemed and the assumptions set forth in the foregoing clauses (a)(ii)–(iv) and (b) remain true, the ownership of New Volta upon completion of the Business Combination will be as follows:

warrants were exercisable and exercised following completion of the Business Combination and further assume that no public shareholders elect to have their public shares redeemed (and each other assumption set forth in the preceding paragraph remains the same), then the ownership of New Volta would be as follows:

Please see the subsection and section entitled “Summary of the Proxy Statement/Prospectus — Ownership of New Volta After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:     Why is TortoiseCorp proposing the Domestication?

A:     The TortoiseCorp Board believes that there are significant advantages to TortoiseCorp’s shareholders that will arise as a result of a change of TortoiseCorp’s domicile to the State of Delaware. Further, the TortoiseCorp Board believes that any direct benefit that the General Corporation Law of the State of Delaware (the “DGCL”) provides to a corporation also indirectly benefits its shareholders, who are the owners of the corporation. The TortoiseCorp Board believes that there are several reasons why a reincorporation in Delaware is in the best interests of TortoiseCorp and its shareholders, including (a) the prominence, predictability and flexibility of the DGCL, (b) Delaware’s well-established principles of corporate governance and (c) the increased ability for Delaware corporations to attract and retain qualified directors. Each of the foregoing are discussed in greater detail in the section entitled “Proposal No. 2 — The Domestication Proposal — Reasons for the Domestication.”

To effect the Domestication, TortoiseCorp will file a notice of deregistration with the Cayman Islands Registrar of Companies, together with the necessary accompanying documents, and file the Proposed Certificate of Incorporation and a certificate of corporate domestication with the Secretary of State of the State of Delaware, under which TortoiseCorp will be domesticated and continue as a Delaware corporation.

The approval of the Domestication Proposal is a condition to the Closing of the Business Combination under the Business Combination Agreement. The approval of the Domestication Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of holders of a majority of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

Q:     How will the Domestication affect my Ordinary Shares, TortoiseCorp Warrants and TortoiseCorp Units?

A:     As a result of and upon the effective time of the Domestication, prior to the Effective Time: (a) each then issued and outstanding Class A Ordinary Share and each then issued and outstanding Class B Ordinary Share of TortoiseCorp will convert automatically, on a one-for-one basis, into a share of New Volta Class A Common Stock; (b) each then issued and outstanding TortoiseCorp Warrant will convert automatically into a New Volta Warrant to purchase one share of New Volta Class A Common Stock pursuant to the Warrant Agreement; (c) each then issued and outstanding TortoiseCorp Unit will convert automatically into a New Volta Unit, each consisting of one share of New Volta Class A Common Stock and one-fourth of one New Volta Warrant; (d) a dual class structure will be implemented and New Volta will be authorized to issue shares of New Volta Class B Common Stock that will carry voting rights in the form of ten votes per such share; and (e) after the Domestication, TortoiseCorp will immediately be renamed “Volta Inc.” For additional information about the Domestication, please see the section entitled “Proposal No. 2 — The Domestication Proposal” in this proxy statement/prospectus.

Q:     What are the U.S. federal income tax consequences of the Domestication?

A:     As discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders,” the Domestication will qualify as a “reorganization” within the meaning of Section 368(a) of the Code (a “Reorganization”). Section 367(b) of the Code, which applies to the domestication of a foreign corporation in certain Reorganizations and

imposes U.S. federal income tax on certain U.S. persons in connection with transactions that otherwise would generally be tax-free, may apply with respect to U.S. Holders (as defined below) on the date of the Domestication. Consequently, for U.S. federal income tax purposes:

•        a U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of TortoiseCorp Warrants) Class A Ordinary Shares with 10% or more of the total combined voting power of all classes of TortoiseCorp shares entitled to vote or 10% or more of the total value of all classes of TortoiseCorp shares, generally will be required to include in income as a deemed dividend paid by TortoiseCorp the “all earnings and profits amount” attributable to such U.S. Holder, as discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Effects of Section 367(b)”;

•        a U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of TortoiseCorp Warrants) Class A Ordinary Shares with a fair market value of at least $50,000 (but less than 10% of the total combined voting power of all classes of TortoiseCorp shares entitled to vote and less than 10% of the total value of all classes of TortoiseCorp shares) will recognize gain (but not loss) with respect to the Domestication or, in the alternative, may elect to recognize the “all earnings and profits amount” attributable to such U.S. Holder, as discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Effects of Section 367(b)”; and

•        a U.S. Holder who, on the date of the Domestication, beneficially owns (actually or constructively, including as a result of the applicable attribution rules that would take into account such U.S. Holder’s ownership of TortoiseCorp Warrants) Class A Ordinary Shares with a fair market value of less than $50,000 (as well as less than 10% of the total combined voting power of all classes of TortoiseCorp shares entitled to vote and less than 10% of the total value of all classes of TortoiseCorp shares) generally will not be required to recognize any gain or loss in connection with the Domestication or to include any part of the “all earnings and profits amount” in income.

Further, the Domestication could be a taxable event for U.S. Holders under the “passive foreign investment company” (or “PFIC”) provisions of the Code. Because TortoiseCorp is a blank-check company with no current active business, based upon the composition of its income and assets, and upon review of its financial statements, TortoiseCorp believes that it may be considered a PFIC for the 2020 taxable year and may be considered a PFIC for its current taxable year (which is expected to end on the date of the Domestication).

If certain PFIC regulations were finalized (including retroactively after the date of the Domestication) in their currently proposed form, such U.S. Treasury regulations may require taxable gain recognition by a U.S. Holder with respect to its exchange of Class A Ordinary Shares and TortoiseCorp Warrants, as applicable, for New Volta Class A Common Stock and New Volta Warrants in the Domestication if TortoiseCorp were classified as a PFIC at any time during such U.S. Holder’s holding period for such Class A Ordinary Shares or TortoiseCorp Warrants, as applicable. The tax on any such recognized gain would be imposed based on a complex set of computational rules. Such rules are discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules.” However, a U.S. Holder may be able to avoid the PFIC gain and certain other tax consequences associated with PFIC status with respect to its Class A Ordinary Shares (but not its TortoiseCorp Warrants) if such U.S. Holder either (i) is eligible to and makes a timely and valid QEF Election (as defined and described below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules”) in the first taxable year in which such U.S. Holder held (or was deemed to hold) Class A Ordinary Shares and in which TortoiseCorp was classified as a PFIC or (ii) makes a Mark-to-Market Election (as defined and described below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Passive Foreign Investment Company Rules”) with respect to its Class A Ordinary Shares. Generally, neither election is available with respect to the TortoiseCorp Warrants.

TortoiseCorp does not expect the Domestication to result in any material U.S. federal income tax consequences to Non-U.S. Holders (as defined below). However, Non-U.S. Holders may become subject to U.S. federal income withholding taxes on any dividends paid (or deemed paid) in respect of such Non-U.S. Holder’s shares of New Volta Class A Common Stock after the Domestication.

The rules governing the U.S. federal income tax treatment of the Domestication are complex and will depend on a holder’s particular circumstances. All holders of TortoiseCorp Public Securities are urged to consult with, and rely solely upon, their tax advisors regarding the potential tax consequences to them of the Domestication, including the effects of Section 367(b) of the Code and the application of the PFIC rules. For a more complete discussion of the U.S. federal income tax considerations of the Domestication, see the discussion below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders.”

Q:     Why is TortoiseCorp proposing the PIPE Proposal?

A:     TortoiseCorp is proposing the PIPE Proposal in order to comply with NYSE listing rules, which require shareholder approval of certain transactions that result in the issuance of 20% or more of a company’s outstanding voting power or shares of common stock outstanding before the issuance of stock or securities. In connection with the Private Placement Financing, we may issue up to an aggregate of 30,000,000 shares of New Volta Class A Common Stock to the New Private Placement Investors. Because we may issue 20% or more of our outstanding voting power and outstanding Ordinary Shares in connection with the Private Placement Financing, we are required to obtain shareholder approval of such issuances pursuant to NYSE listing rules. See the section entitled “Proposal No. 5 — The PIPE Proposal” for additional information.

Q:     Did the TortoiseCorp Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Business Combination?

A:     No. The TortoiseCorp Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. TortoiseCorp’s officers and directors have experience in evaluating the operating and financial merits of businesses and companies, as well as experience in mergers and acquisitions. In analyzing and evaluating the proposed Business Combination, TortoiseCorp’s officers and directors relied on their own general experience as well as certain sector experience and advice provided by advisors and consultants engaged by TortoiseCorp. Accordingly, investors should take into account, and are assuming the risk that, the TortoiseCorp Board, in relying on their own experience or the experience of TortoiseCorp’s officers, advisors and consultants, may not have properly valued the proposed Business Combination or Volta’s business.

Q:     What happens if I sell my Class A Ordinary Shares before the extraordinary general meeting?

A:     The record date for the extraordinary general meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your Class A Ordinary Shares after the record date, but before the extraordinary general meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the extraordinary general meeting. However, you will not be able to seek redemption of your Class A Ordinary Shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described in this proxy statement/prospectus. If you transfer your Class A Ordinary Shares prior to the record date, you will have no right to vote those shares at the extraordinary general meeting or seek redemption of those shares.

Q:     How has the announcement of the Business Combination affected the trading price of the TortoiseCorp Units, Class A Ordinary Shares and public warrants?

A:     The closing price of the TortoiseCorp Units, Class A Ordinary Shares and public warrants on February 5, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $13.61, $12.64 and $3.50, respectively. On July 29, 2021, the TortoiseCorp Units, Class A Ordinary Shares and public warrants closed at $10.37, $9.92 and $1.95, respectively.

Q:     Following the Business Combination, will TortoiseCorp’s securities continue to trade on a stock exchange?

A:     Yes. We anticipate that, following the Business Combination, the New Volta Class A Common Stock and New Volta Warrants will continue trading on the NYSE under the new symbols “VLTA” and “VLTA WS,” respectively. Our units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security following the Business Combination.

Q:     What vote is required to approve the Proposals presented at the extraordinary general meeting?

A:     The approval of the Business Combination Proposal, the Advisory Organizational Documents Proposals, the PIPE Proposal, the 2021 Plan Proposal, the Founder Plan Proposal, the ESPP Proposal, the Director Election Proposal and the Adjournment Proposal requires an ordinary resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of the holders of a majority of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Under the Existing Organizational Documents, only the holders of Class B Ordinary Shares are entitled to vote on the election of directors and therefore the Director Election Proposal. Approval of the Domestication Proposal and the Organizational Documents Proposal requires a special resolution under Cayman Islands law, being the affirmative vote (in person, online or by proxy) of the holders of at least two-thirds of the Class A Ordinary Shares and Class B Ordinary Shares entitled to vote and actually casting votes thereon at the extraordinary general meeting, voting as a single class. Accordingly, a shareholder’s failure to vote in person, online or by proxy at the extraordinary general meeting will have no effect on the outcome of the vote on any of the Proposals. Abstentions and broker non-votes, while considered present for the purposes of establishing a quorum, will not count as votes cast at the extraordinary general meeting.

Q:     May the Sponsor or TortoiseCorp’s directors, officers, advisors or any of their respective affiliates purchase public shares in connection with the Business Combination?

A:     In connection with the shareholder vote to approve the proposed Business Combination, our Sponsor, directors, officers, advisors or any of their respective affiliates may privately negotiate transactions to purchase public shares from shareholders who would have otherwise elected to have their shares redeemed in conjunction with the Business Combination for a per share pro rata portion of the Trust Account. There is no limit on the number of public shares our Sponsor, directors, officers, advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law and the rules of the NYSE. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. However, our Sponsor, directors, officers, advisors and their respective affiliates have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares in such transactions. None of our Sponsor, directors, officers, advisors or any of their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such public shares or during a restricted period under Regulation M under the Exchange Act. Such a purchase could include a contractual acknowledgement that such shareholder, although still the record holder of such public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such shareholder to vote such shares in a manner directed by the purchaser. In the event that our Sponsor, directors, officers, advisors or any of their respective affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are in excess of the per share pro rata portion of the Trust Account. For more information, see the subsection entitled “The Business Combination — Potential Purchases of Public Shares.”

Q:     How many votes do I have at the extraordinary general meeting?

A:     Our shareholders are entitled to one vote at the extraordinary general meeting for each Class A Ordinary Share or Class B Ordinary Share held of record as of July 15, 2021, the record date for the extraordinary general meeting. As of the close of business on the record date, there were 34,500,000 outstanding Class A Ordinary Shares, which are held by our public shareholders, and 8,625,000 outstanding Class B Ordinary Shares, which are held by our initial shareholders.

Q:     What constitutes a quorum at the extraordinary general meeting?

A:     Holders of a majority in voting power of Class A Ordinary Shares and Class B Ordinary Shares issued and outstanding and entitled to vote at the extraordinary general meeting, present in person, online or by proxy, constitute a quorum. In the absence of a quorum, the chairman of the meeting has the power to adjourn the extraordinary general meeting. As of the record date for the extraordinary general meeting, 21,562,501 Class A Ordinary Shares and Class B Ordinary Shares, in the aggregate, would be required to achieve a quorum. Abstentions will count as present for the purposes of establishing a quorum with respect to each Proposal.

Q:     How will our Sponsor, directors and officers vote?

A:     Our Sponsor, directors and officers have agreed to vote any Class A Ordinary Shares and Class B Ordinary Shares owned by them in favor of the Business Combination and the other Proposals. Currently, they own approximately 20% of our issued and outstanding Class A Ordinary Shares and Class B Ordinary Shares, in the aggregate. Please see the subsection entitled “The Business Combination — Related Agreements — Sponsor Letter.”

Q:     What interests do the current officers and directors have in the Business Combination?

A:     When you consider the TortoiseCorp Board’s recommendation of the Proposals, you should keep in mind that our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other shareholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to shareholders that they approve the Business Combination. Shareholders should take these interests into account in deciding whether to approve the Business Combination. See the subsection entitled “The Business Combination — Interests of Certain Persons in the Business Combination” for additional information. The TortoiseCorp Board was aware of and considered these interests, among other matters, in recommending that TortoiseCorp shareholders vote “FOR” each of the Proposals. These interests include, among other things:

•        the fact that Tortoise Borrower, an affiliate of our Sponsor, holds 5,933,333 private placement warrants that would expire worthless if an Initial Business Combination is not consummated;

•        the fact that our Sponsor, officers and directors have agreed not to redeem any Class A Ordinary Shares held by them in connection with a shareholder vote to approve the Business Combination;

•        the fact that our Sponsor paid an aggregate of $25,000 for the Founder Shares, including 105,000 Founder Shares which were subsequently transferred to our independent directors, and that such securities will have a significantly higher value at the time of the Business Combination, which if unrestricted and freely tradable would be valued at approximately $85,560,000, based on the closing price of our Class A Ordinary Shares of $9.92 per share on July 29, 2021;

•        the fact that given the differential in the purchase price that our Sponsor paid for the Founder Shares as compared to the price of the Units sold in the IPO and the substantial number of shares of New Volta Class A Common Stock that our Sponsor will receive upon conversion of the Founder Shares in connection with the Business Combination, our Sponsor and its affiliates may earn a positive rate of return on their investment even if the New Volta Class A Common Stock trades below the price initially paid for the Units in the IPO and the public shareholders experience a negative rate of return following the completion of the Business Combination;

•        if the Trust Account is liquidated, including in the event we are unable to complete an Initial Business Combination within the required time period, our Sponsor has agreed to indemnify us to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share, or such lesser amount per public share as is in the Trust Account on the liquidation date, by the claims of (a) any third party (other than our independent registered public accounting firm) for services rendered or products sold to us or (b) a prospective target business with which we have entered into a letter of intent, confidentiality or other similar agreement or business combination agreement, but only if such a third party or target business has not executed a waiver of all rights to seek access to the Trust Account;

•        the anticipated continuation of Vincent T. Cubbage as a director after the Business Combination;

•         the fact that our independent directors own an aggregate of 105,000 Founder Shares that were transferred from our Sponsor, which if unrestricted and freely tradeable would be valued at approximately $1,041,600, based on the closing price of our Class A Ordinary Shares of $9.92 per share on July 29, 2021;

•        the fact that our Sponsor, officers and directors will be reimbursed for out-of-pocket expenses incurred in connection with activities on our behalf, such as identifying potential target businesses and performing due diligence on suitable business combinations; and

•        the fact that our Sponsor, Tortoise Borrower, and our officers and directors will lose their entire investment in us if an Initial Business Combination is not completed. At the closing of our Initial Business Combination with Volta, we anticipate that Tortoise Borrower will own 5,933,333 private placement warrants and our Sponsor will hold 8,520,000 of the total 8,625,000 Founder Shares issued and outstanding. In addition, Tortoise Borrower has made available to us a working capital promissory note for up to $1,000,000 to enable us to pay our expenses, of which $600,000 is outstanding as of July 29, 2021. The ability of TortoiseCorp to repay the amounts drawn under the working capital promissory note is dependent upon the completion of our Initial Business Combination. The table set forth below sets out the total investment made by Tortoise Borrower and our Sponsor for the private placement warrants and the Founder Shares and the value of such securities, based on the closing price of our public warrants and our Class A Ordinary Shares as of July 29, 2021:

In addition, the members of our Sponsor include Tortoise Borrower and our officers, all of whom made a capital contribution in our Sponsor in exchange for their respective membership interests therein. Tortoise Borrower’s and our officers’ membership interests in our Sponsor provide them with an indirect economic interest in the total number of Founder Shares anticipated to be held by our Sponsor as of the completion of our Initial Business Combination with Volta. Our Sponsor transferred 35,000 Founder Shares to each of our independent directors at the closing of our IPO. The table set forth below summarizes the direct or indirect interest Tortoise Borrower and our officers and directors (or family trusts related to such persons) hold in the Founder Shares along with the total capital contributions made by Tortoise Borrower and our officers and directors for their direct or indirect interests in the Founder Shares and the value of such interests based on the closing price of the Class A Ordinary Shares as of July 29, 2021, all of which would be lost if an Initial Business Combination is not completed by us within the required time period:

Q:     What happens if I vote against the Business Combination Proposal?

A:     Under the Existing Organizational Documents, if the Business Combination Proposal is not approved and we do not otherwise consummate an alternative Initial Business Combination within 24 months from the closing of the Initial Public Offering, or 27 months from the closing of the Initial Public Offering if we have executed a letter of intent, agreement in principle or definitive agreement for an Initial Business Combination within 24 months from the closing of the Initial Public Offering but have not completed an Initial Business Combination within such 24-month period (the “Combination Period”), we will be required to dissolve and liquidate the Trust Account by returning the then-remaining funds in such account to our public shareholders.

Q:     Do I have redemption rights?

A:     Pursuant to the Existing Organizational Documents, a public shareholder may request that TortoiseCorp redeem all or a portion of its public shares for cash if the Business Combination is consummated. As a holder of public shares, you will be entitled to receive cash for any public shares to be redeemed only if you:

•        hold public shares or, if you hold public shares through TortoiseCorp Units, you elect to separate your TortoiseCorp Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares;

•        submit a written request to Continental Stock Transfer & Trust Company, TortoiseCorp’s transfer agent, in which you (i) request that New Volta redeem all or a portion of your public shares for cash, and (ii) identify yourself as the beneficial holder of the public shares and provide your legal name, phone number and address; and

•        deliver your public shares to Continental Stock Transfer & Trust Company, TortoiseCorp’s transfer agent, physically or electronically through The Depository Trust Company (“DTC”).

Holders must complete the procedures for electing to redeem their public shares in the manner described above prior to 5:00 p.m., Eastern time, on August 23, 2021 (two business days before the extraordinary general meeting) in order for their shares to be redeemed.

Holders of TortoiseCorp Units must elect to separate the TortoiseCorp Units into the underlying Class A Ordinary Shares and public warrants prior to exercising redemption rights with respect to the public shares. If public shareholders hold their TortoiseCorp Units in an account at a brokerage firm or bank, such public shareholders must notify their broker or bank that they elect to separate the units into the underlying public shares and public warrants, or if a holder holds TortoiseCorp Units registered in its own name, the holder must contact Continental Stock Transfer & Trust Company, TortoiseCorp’s transfer agent, directly and instruct it to do so. The redemption rights include the requirement that a holder must identify itself to TortoiseCorp in order to validly redeem its shares. Public shareholders (other than the initial shareholders) may elect to redeem their public shares even if they vote “FOR” the Business Combination Proposal. If the Business Combination is not consummated, the public shares will be returned to the respective holder, broker or bank. If the Business Combination is consummated, and if a public shareholder properly exercises its right to redeem all or a portion of the public shares that it holds and timely delivers its shares to Continental Stock Transfer & Trust Company, New Volta will redeem such public shares for a per-share price, payable in cash, equal to the pro rata portion of the Trust Account relating to such public shares, calculated as of two business days prior to the consummation of the Business Combination. For illustrative purposes, as of March 31, 2021, this would have amounted to $10.00 per issued and outstanding public share. If a public shareholder exercises its redemption rights in full, then it will be electing to exchange its public shares for cash and will no longer own public shares. The redemption will take place following the Domestication and, accordingly, it is shares of New Volta Class A Common Stock that will be redeemed immediately after consummation of the Business Combination. See the subsection entitled “Extraordinary General Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether you vote your Class A Ordinary Shares for or against or abstain from voting on the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination can be approved by shareholders who will redeem their shares and no longer remain shareholders.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must (a) if you hold your Class A Ordinary Shares through TortoiseCorp Units, elect to separate your TortoiseCorp Units into the underlying public shares and public warrants prior to exercising your redemption rights with respect to the public shares and (b) prior to 5:00 p.m., Eastern time, on August 23, 2021 (two business days before the extraordinary general meeting), tender your shares physically or electronically and submit a request in writing that we redeem your public shares for cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:

Continental Stock Transfer & Trust Company
1 State Street, 30th Floor
New York, New York 10004-1561
Attention: Mark Zimkind
Email: mzimkind@continentalstock.com

Notwithstanding the foregoing, a public shareholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act), will be restricted from seeking redemption rights with respect to his, her or its shares or, if part of such a group, the group’s shares, in excess of the 20% threshold. Accordingly, all public shares in excess of the 20% threshold beneficially owned by a public shareholder or group will not be redeemed for cash. In order to determine whether a shareholder is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Exchange Act) with any other shareholder, TortoiseCorp will require each public shareholder seeking to exercise redemption rights to certify to TortoiseCorp whether such shareholder is acting in concert or as a group with any other shareholder. Shareholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is our understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, we do not have any control over this process and it may take longer than two weeks. Shareholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Holders of outstanding TortoiseCorp Units must separate the underlying public shares and public warrants prior to exercising redemption rights with respect to the public shares. If you hold TortoiseCorp Units registered in your own name, you must deliver the certificate for such units or deliver such units electronically to Continental Stock Transfer & Trust Company with written instructions to separate such units into public shares and public warrants. This must be completed far enough in advance to permit the mailing of the public share certificates or electronic delivery of the public shares back to you so that you may then exercise your redemption rights with respect to the public shares following the separation of such public shares from the units.

If a broker, dealer, commercial bank, trust company or other nominee holds your TortoiseCorp Units, you must instruct such nominee to separate your TortoiseCorp Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company. Such written instructions must include the number of TortoiseCorp Units to be split and the nominee holding such TortoiseCorp Units. Your nominee must also initiate electronically, using DTC’s DWAC (deposit withdrawal at custodian) system, a withdrawal of the relevant TortoiseCorp Units and a deposit of the corresponding number of public shares and public warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights with respect to the public shares following the separation of such public shares from the TortoiseCorp Units. While this is typically done electronically on the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your public shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with our consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to the transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that the transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the email address or address listed under the question “Who can help answer my questions?” below.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     The receipt of cash by a U.S. Holder of New Volta Class A Common Stock in redemption of such stock will be a taxable event for U.S. federal income tax purposes. Please see the discussion below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — Redemption of New Volta Class A Common Stock” for additional information. U.S. Holders of New Volta Class A Common Stock considering the exercise of their redemption rights should consult with, and rely solely upon, their own tax advisors with respect to the U.S. federal income tax consequences of exercising such redemption rights.

Additionally, because the Domestication will occur immediately prior to the redemption of U.S. Holders that exercise redemption rights with respect to their New Volta Class A Common Stock, U.S. Holders exercising their redemption rights with respect to their New Volta Class A Common Stock will be subject to the potential tax consequences of the Domestication, including the effects of Section 367(b) of the Code and the application of the PFIC rules to the Domestication. The tax considerations with respect to the Domestication are discussed more fully below under the caption “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders.”

All holders of TortoiseCorp Public Securities considering exercising their redemption rights with respect to their New Volta Class A Common Stock are urged to consult with, and rely solely upon, their tax advisors with respect to the potential tax consequences to them of the Domestication and the exercise of their redemption rights.

Q:     If I am a warrant holder, can I exercise redemption rights with respect to my warrants?

A:     No. The holders of TortoiseCorp Warrants have no redemption rights with respect to such warrants.

Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. There are no appraisal rights available to holders of Class A Ordinary Shares, Class B Ordinary Shares or TortoiseCorp Warrants in connection with the Business Combination or Domestication under Cayman Islands law or the DGCL.

Q:     What happens to the funds deposited in the Trust Account after consummation of the Business Combination?

A:     If the Business Combination Proposal is approved, we intend to use a portion of the funds held in the Trust Account to pay (a) any transaction costs associated with the Business Combination Agreement and Business Combination, (b) taxes and deferred underwriting discounts and commissions from the IPO and (c) for any redemptions of public shares. The remaining balance in the Trust Account, together with Private Placement Funds, will be used for general corporate purposes of New Volta. See the section entitled “The Business Combination” for additional information.

Q:     What are the material U.S. federal income tax consequences to Holders (as defined below) of New Volta Class A Common Stock and New Volta Warrants as a result of the Business Combination?

A:     Holders of New Volta Class A Common Stock and New Volta Warrants will retain their shares of New Volta Class A Common Stock and New Volta Warrants in the Business Combination, will not receive any consideration in connection with the Business Combination and will not receive any additional shares of New Volta Class A Common Stock or additional New Volta Warrants in the Business Combination. As a result, there will be no material U.S. federal income tax consequences to Holders of New Volta Class A Common Stock and New Volta Warrants as a result of the Business Combination, regardless of whether the Business Combination qualifies as a Reorganization. Furthermore, although the Business Combination is intended to qualify as a Reorganization, and Volta and New Volta intend to report the Business Combination consistent with such qualification, such treatment is not a condition to Volta’s or New Volta’s obligation to complete the Business Combination. See “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of U.S. Holders — The Business Combination” and “The Business Combination — Material U.S. Federal Income Tax Considerations — U.S. Federal Income Taxation of Non-U.S. Holders — The Business Combination.”

Q:     What happens if the Business Combination is not consummated or is terminated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. See the subsection entitled “The Business Combination — Termination” for additional information regarding the parties’ specific termination rights. In accordance with the Existing Organizational Documents, if an Initial Business Combination is not consummated within the Combination Period, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses and net of taxes payable), divided by the number of then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the TortoiseCorp Board, liquidate and dissolve, subject in each case of (b) and (c) above to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.

We expect that the amount of any distribution our public shareholders will be entitled to receive upon our dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to our obligations under the Cayman Islands law to provide for claims of creditors and other requirements of applicable law. Holders of our Founder Shares have waived any right to any liquidating distributions with respect to those shares.

In the event of liquidation, there will be no distribution with respect to the outstanding TortoiseCorp Warrants. Accordingly, the TortoiseCorp Warrants will expire worthless.

Q:     When is the Business Combination expected to be consummated?

A:     It is currently anticipated that the Business Combination will be consummated promptly following the extraordinary general meeting to be held on August 25, 2021, provided that all the requisite shareholder approvals are obtained and other conditions to the consummation of the Business Combination have been satisfied or waived. For a description of the conditions for the completion of the Business Combination, see the subsection entitled “The Business Combination — Conditions to Closing of the Business Combination Agreement.”

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information included in this proxy statement/prospectus, including the section entitled “Risk Factors” and the annexes attached to this proxy statement/prospectus, and to consider how the Business Combination will affect you as a shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you were a holder of record of Class A Ordinary Shares or Class B Ordinary Shares on July 15, 2021, the record date for the extraordinary general meeting, you may vote with respect to the Proposals in person or online at the virtual extraordinary general meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the extraordinary general meeting and vote in person or online, obtain a proxy from your broker, bank or nominee.

Q:     What will happen if I abstain from voting or fail to vote at the extraordinary general meeting?

A:     At the extraordinary general meeting, we will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, failure to vote or an abstention will have no effect on the Proposals.

Q:     What will happen if I sign and submit my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by us without an indication of how the shareholder intends to vote on a proposal will be voted “FOR” each Proposal being submitted to a vote of the shareholders at the extraordinary general meeting.

Q:     If I am not going to attend the extraordinary general meeting in person or online, should I submit my proxy card instead?

A:     Yes. Whether you plan to attend the extraordinary general meeting or not, please read this proxy statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. We believe the Proposals presented to our shareholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have submitted my executed proxy card?

A:     Yes. You may change your vote by sending a later-dated, signed proxy card to us at the address listed below so that it is received by us prior to the extraordinary general meeting or by attending the extraordinary general meeting and voting in person or online. You also may revoke your proxy by sending a notice of revocation to us, which must be received prior to the extraordinary general meeting.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction forms. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction form that you receive in order to cast your vote with respect to all of your shares.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact our proxy solicitor at:

Morrow Sodali LLC
470 West Avenue
Stamford, Connecticut 06902
Telephone: (800) 662-5200
(banks and brokers call collect at (203) 658-9400)
Email: SNPR.info@investor.morrowsodali.com

To obtain timely delivery, our shareholders must request the materials no later than five business days prior to the extraordinary general meeting.