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): August 2, 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) |
|
6363 College Boulevard Overland Park, 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 (“TortoiseCorp”), SNPR Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of TortoiseCorp (“First Merger Sub”), SNPR Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of TortoiseCorp (“Second Merger Sub” and, together with First Merger Sub, the “Merger Subs”), and Volta Industries, Inc., a Delaware corporation (the “Volta Charging”), 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 Volta Charging (the “First Merger”), with Volta Charging surviving the First Merger as a wholly owned subsidiary of TortoiseCorp (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 TortoiseCorp.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference is a press release issued by TortoiseCorp announcing that the extraordinary general meeting relating to the Proposed Transactions will be held at 11:00 a.m. Eastern time on August 25, 2021. The press release also announces that TortoiseCorp has filed with the U.S. Securities and Exchange Commission (the “SEC”) a definitive proxy statement/prospectus under Rule 424 after the SEC declared effective TortoiseCorp’s registration statement on Form S-4 (File No. 333-256173) (as amended, the “Registration Statement”) relating to the Proposed Transactions. Additionally, the press release announces that TortoiseCorp has commenced mailing of the definitive proxy statement/prospectus relating to the Proposed Transactions. The proxy statement/prospectus is being mailed to TortoiseCorp’s shareholders of record as of the close of business on July 15, 2021.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Current Report on Form 8-K, regarding the Proposed Transactions, TortoiseCorp’s ability to consummate the Proposed Transactions, the benefits of the Proposed Transactions and the combined company’s future financial performance, as well as the combined company’s strategy, future operations, estimated financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Current Report on Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, TortoiseCorp and Volta Charging disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Current Report on Form 8-K. TortoiseCorp and Volta Charging caution you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of either TortoiseCorp or Volta Charging. In addition, TortoiseCorp cautions you that the forward-looking statements contained in this Current Report on Form 8-K are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against TortoiseCorp or Volta Charging; (iii) the inability to complete the business combination due to the failure to obtain approval of the shareholders of TortoiseCorp, or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business combination disrupts TortoiseCorp’s or Volta Charging’s current plans and operations; (v) Volta Charging’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Volta Charging to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; and (viii) the possibility that Volta Charging may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this Current Report on Form 8-K, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and financial results of TortoiseCorp and Volta Charging can be found in TortoiseCorp’s periodic filings with the SEC, including TortoiseCorp’s Annual Report on Form 10-K/A for the fiscal year ended December 31, 2020 filed with the SEC on May 6, 2021 and Quarterly Report on Form 10-Q for the three months ended March 31, 2021 filed with the SEC on May 19, 2021, as well as TortoiseCorp’s definitive proxy statement/prospectus filed with the SEC on August 2, 2021. TortoiseCorp’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
1
Important Information and Where to Find It
In connection with the Proposed Transactions, TortoiseCorp filed the Registration Statement, which includes the proxy statement/prospectus. The Registration Statement has been declared effective by the SEC and the definitive proxy statement/prospectus is being mailed to TortoiseCorp’s shareholders. The definitive proxy statement/prospectus is also available on the Investor Information section of TortoiseCorp’s website at www.tortoisespac.com, as well as www.sec.gov. TortoiseCorp shareholders and other interested parties are urged to read the definitive proxy statement/prospectus, including, among other things, the reasons for TortoiseCorp’s Board of Directors’ unanimous recommendation that shareholders vote “FOR” the business combination and the other shareholder proposals set forth therein as well as the background of the process that led to the Proposed Transactions.
Participants in the Solicitation
TortoiseCorp and its directors and officers may be deemed participants in the solicitation of proxies of TortoiseCorp shareholders in connection with the Proposed Transactions. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of TortoiseCorp’s executive officers and directors in the solicitation by reading TortoiseCorp’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended, the definitive proxy statement/prospectus and other relevant materials filed with the SEC in connection with the business combination. Information concerning the interests of TortoiseCorp’s participants in the solicitation, which may, in some cases, be different than those of their shareholders generally, are set forth in the definitive proxy statement/prospectus.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibits | |
| 99.1 | Press Release, dated as of August 2, 2021. |
2
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: August 2, 2021
| TORTOISE ACQUISITION CORP. II | ||
| By: | /s/ Vincent T. Cubbage | |
| Name: Vincent T. Cubbage | ||
| Title: Chief Executive Officer and President | ||
3
Exhibit 99.1
Tortoise Acquisition Corp. II Announces August 25, 2021 Extraordinary General Meeting
to Approve Business Combination with Volta Industries, Inc.
OVERLAND PARK, KS, August 2, 2021 – Tortoise Acquisition Corp. II (NYSE: SNPR) (“TortoiseCorp II”) today announced that the extraordinary general meeting of shareholders (the “Extraordinary General Meeting”) to approve the pending business combination between TortoiseCorp II and Volta Industries, Inc. (“Volta Charging”), an industry leader in commerce-centric electric vehicle (“EV”) charging networks with over 1,700 EV chargers across 24 territories and states, is scheduled to be held on Wednesday, August 25, 2021 at 11:00 AM Eastern time. The Extraordinary General Meeting will be held in person at the offices of Vinson & Elkins L.L.P., located at 1114 Avenue of the Americas, 32nd Floor, New York, NY 10036 and virtually via live webcast. Holders of TortoiseCorp II’s Class A ordinary shares and Class B ordinary shares at the close of business on the record date of July 15, 2021 are entitled to notice of the Extraordinary General Meeting and to vote at the virtual Extraordinary General Meeting.
TortoiseCorp II filed its definitive proxy statement/prospectus relating to its business combination with Volta Charging (the “Proxy Statement/Prospectus”) with the U.S. Securities and Exchange Commission (the “SEC”) and began mailing it to shareholders on August 2, 2021. The Proxy Statement/Prospectus is being mailed to TortoiseCorp II’s shareholders of record as of the close of business on July 15, 2021.
Every vote is important and TortoiseCorp II encourages all shareholders to make their voice heard by voting online or by mail as soon as possible, regardless of the number of shares held.
TortoiseCorp II shareholders who need assistance in completing the proxy card, need additional copies of the Proxy Statement/Prospectus, or have questions regarding the Extraordinary General Meeting may contact TortoiseCorp II’s proxy solicitor, Morrow Sodali LLC, by telephone at (800) 662-5200 (banks and brokers call collect at (203) 658-9400) or by email at SNPR.info@investor.morrowsodali.com.
About TortoiseCorp II
TortoiseCorp II is a special purpose acquisition company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. TortoiseCorp II’s expertise spans across the entire energy and infrastructure value chain. TortoiseCorp II’s strategy is to combine with a company to take advantage of the global opportunities created by the energy transition including clean energy generation and storage, alternative fuels and transportation, technological advances and changes in energy policies. To learn more, visit www.tortoisespac.com.
About Volta Charging
Volta Charging is an industry leader in commerce-centric EV charging networks. Volta Charging’s vision is to build EV charging networks that capitalize on and catalyze the shift from combustion-powered miles to electric miles by placing stations where consumers live, work, shop and play. By leveraging a data-driven understanding of driver behavior to deliver EV charging solutions that fit seamlessly into drivers’ daily routines, Volta Charging’s goal is to benefit consumers, brands and real-estate locations while helping to build the infrastructure of the future. As part of Volta Charging’s unique EV charging offering, its stations allow it to enhance its site hosts’ and strategic partners’ core commercial interests, creating a new means for them to benefit from the transformative shift to electric mobility. To learn more, visit www.voltacharging.com.
Forward-Looking Statements
The information in this press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this press release, regarding TortoiseCorp II’s proposed acquisition of Volta Charging and TortoiseCorp II’s ability to consummate the transaction are forward-looking statements. When used in this press release, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. Except as otherwise required by applicable law, TortoiseCorp II disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this press release. TortoiseCorp II cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of TortoiseCorp II. In addition, TortoiseCorp II cautions you that the forward-looking statements contained in this press release are subject to the following factors: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the agreements related thereto; (ii) the outcome of any legal proceedings that may be instituted against TortoiseCorp II or Volta Charging; (iii) the inability to complete the business combination due to the failure to obtain approval of the shareholders of TortoiseCorp II, or other conditions to closing in the transaction agreement; (iv) the risk that the proposed business combination disrupts TortoiseCorp II’s or Volta Charging’s current plans and operations; (v) Volta Charging’s ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of Volta Charging to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; and (viii) the possibility that Volta Charging may be adversely affected by other economic, business, and/or competitive factors. Should one or more of the risks or uncertainties described in this press release, or should underlying assumptions prove incorrect, actual results and plans could different materially from those expressed in any forward-looking statements. Additional information concerning these and other factors that may impact the operations and financial results of TortoiseCorp II and Volta Charging can be found in TortoiseCorp II’s periodic filings with the SEC, including TortoiseCorp II’s Annual Report on Form 10-K/A for the year ended December 31, 2020 filed with the SEC on May 6, 2021 and Quarterly Report on Form 10-Q for the three months ended March 31, 2021 filed with the SEC on May 19, 2021, as well as TortoiseCorp II’s Proxy Statement/Prospectus filed with the SEC. TortoiseCorp II’s SEC filings are available publicly on the SEC’s website at www.sec.gov.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or constitute a solicitation of any vote or approval.
Important Information for Investors and Shareholders
In connection with the pending business combination, TortoiseCorp II filed the registration statement on Form S-4 (the “Registration Statement”), which includes the Proxy Statement/Prospectus. The Registration Statement has been declared effective by the SEC and the Proxy Statement/Prospectus is being mailed to TortoiseCorp II’s shareholders. The Proxy Statement/Prospectus is also available on the Investor Information section of TortoiseCorp II’s website at www.tortoisespac.com, as well as www.sec.gov. TortoiseCorp II shareholders are encouraged to read the Proxy Statement/Prospectus, including, among other things, the reasons for TortoiseCorp II’s Board of Directors’ unanimous recommendation that shareholders vote “FOR” the business combination and the other shareholder proposals set forth therein as well as the background of the process that led to the pending business combination with Volta Charging.
Participants in the Solicitation
TortoiseCorp II and its directors and officers may be deemed participants in the solicitation of proxies of TortoiseCorp II’s shareholders in connection with the pending business combination. Security holders may obtain more detailed information regarding the names, affiliations and interests of certain of TortoiseCorp II’s executive officers and directors in the solicitation by reading TortoiseCorp II’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as amended, the Proxy Statement/Prospectus and other relevant materials filed with the SEC in connection with the pending business combination when they become available. Information concerning the interests of TortoiseCorp II’s participants in the solicitation, which may, in some cases, be different than those of their shareholders generally, are set forth in the Proxy Statement/Prospectus.
Investor Contact:
Morrow Sodali LLC
Donna Corso or Ryan Loveless
(800) 662-5200
(Banks and Brokers call collect at (203) 658-9400)
SNPR.info@investor.morrowsodali.com