SNPR Tortoise Acquisition Corp II

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

Treatment of Volta Common Stock

On the Closing Date, Shell completed the acquisition of the Company through the Merger. Pursuant to the terms of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of Volta Class A common stock, par value $0.0001 per share (“Volta Common Stock”), issued and outstanding immediately prior to the Effective Time (other than shares of Volta Common Stock (i) (a) owned by Shell or Merger Sub or any of their respective subsidiaries or any person or entity that directly or indirectly owns all of the equity interests in Shell or Merger Sub, and (b) owned by Volta or any of its subsidiaries, including shares held as treasury stock, and (ii) held by holders who have properly exercised and perfected their demand for appraisal rights under Section 262 of the General Corporation Law of the State of Delaware) was cancelled and automatically converted into the right to receive $0.86 in cash, without any interest thereon (the “Merger Consideration”) and net of any applicable withholding taxes.

Treatment of Volta Equity Awards

In addition, pursuant to the Merger Agreement, at the Effective Time, (i) each (a) outstanding stock option to purchase Volta Common Stock (whether or not vested or exercisable) (a “Volta Option”) that had an exercise price per share of Volta Common Stock that was less than the Merger Consideration and (b)  restricted stock unit award of Volta Common Stock (a “Volta RSU Award”) (whether or not vested, and that is subject to time-based vesting) granted under any of Volta’s equity-based compensation plans, vested in full and was canceled and converted into the right to receive the Merger Consideration (less the exercise price, in the case of the Volta Options), less all applicable withholding and other authorized deductions, (ii) each outstanding unvested performance-based Volta RSU Award was canceled in connection with the Merger, other than performance-based Volta RSU Awards held by Christopher Wendel (Volta’s former President) and Scott Mercer (Volta’s former Chief Executive Officer) (the “Founder Awards”), (iii) each outstanding Founder Award became fully vested in connection with the Merger and was canceled and converted into the right to receive, with respect to each share of Volta Common Stock subject to their respective awards, the Merger Consideration, less all applicable withholding and other authorized deductions, and (iv) each outstanding Volta Option that had an exercise price per share of Volta Common Stock that was equal to or greater than the Merger Consideration was canceled for no consideration in connection with the Merger.

Treatment of Volta Warrants

At the Effective Time, pursuant to the Merger Agreement, each outstanding publicly traded warrant to purchase Volta Common Stock (a “Volta Public Warrant”) and warrant to purchase Volta Common Stock originally issued in a private placement in connection with the Company’s initial public offering (a “Private Placement Warrant,” and together with the Volta Public Warrants, the “SPAC Warrants”) ceased to represent a SPAC Warrant in respect of Volta Common Stock and became a SPAC Warrant exercisable for the Merger Consideration; provided that the holder of such SPAC Warrant properly exercises its SPAC Warrant by May 1, 2023 (such time period, the “Special Exercise Period”). If the holder of a SPAC Warrant properly exercises its SPAC Warrant during the Special Exercise Period, the Warrant Price (as defined in the Amended and Restated Warrant Agreement, dated August 26, 2021, by and among Volta, Computershare Trust Company, N.A. and Computershare Inc. (the “SPAC Warrant Agreement”)) with respect to such exercise will be reduced by an amount (in dollars and in no event less than zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction (which was $11.50) minus (ii) (a) the Merger Consideration minus (b) the Black-Scholes Warrant Value (as defined in the SPAC Warrant Agreement) (which was $0.2256). Accordingly, during the Special Exercise Period, the Warrant Price will be reduced from $11.50 to $0.6344 and the SPAC Warrants may be exercised on a cashless basis in accordance with the terms of the Warrant Agreement. Following the Effective Time, the Volta Public Warrants were de-listed from the New York Stock Exchange (the “NYSE”) and will be de-registered under the Exchange Act.

Additionally, each outstanding warrant to purchase Volta Common Stock originally issued by Volta’s legacy business (a “Legacy Warrant”), in accordance with its terms, automatically and without any required action on the part of the holder thereof, ceased to represent a Legacy Warrant exercisable for Volta Common Stock and became a Legacy Warrant exercisable for the Merger Consideration.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 18, 2023 and is incorporated by reference herein.