--- schema_version: "secwatch.filing_event.v1" accession: "0001213900-23-025280" form_type: "8-K" ticker: null cik: "0001819584" company_name: "Volta Inc." filed_at: "2023-03-31T23:59:59+00:00" generated_at: "2026-06-17T08:15:58.479064+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Volta acquired by Shell for $0.86 per share; merger completed March 31, 2023 ## Summary - Merger completed on March 31, 2023; each share of Volta common stock converted to $0.86 cash. - Stockholders approved merger at special meeting on March 29, 2023 with 104.3M for, 9.4M against. - All directors and officers resigned; Brandt Hastings appointed President of surviving company. - Volta common stock and warrants delisted from NYSE; warrants adjusted to exercise for Merger Consideration. - Credit facilities terminated and repaid in full. ## SEC filing metadata - accession: 0001213900-23-025280 - form_type: 8-K - cik: 0001819584 - company_name: Volta Inc. - filed_at: 2023-03-31T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/ea176187-8k_voltainc.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-025280 - JSON: https://secwatch.observer/filing/0001213900-23-025280.json - Plain text: https://secwatch.observer/filing/0001213900-23-025280.txt ## Key facts - Executive change Vince Cubbage resigned as Interim Chief Executive Officer at Volta Inc.. - Action: resigned - Role: Interim Chief Executive Officer source text: each of the Company’s officers immediately prior to the Effective Time (Interim Chief Executive Officer Vince Cubbage, Chief Development Officer Drew Lipsher, Chief Legal Officer, Executive Vice President and Corporate Secretary Michelle Kley and Chief Accounting Officer Stephen Pilatzke) resigned and ceased to be officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Executive change John Tough departed as Director at Volta Inc.. - Action: ceased to be director - Role: Director source text: each of the Company’s directors immediately prior to the Effective Time (Eli Aheto, Vince Cubbage, Martin Lauber, Katherine Savitt, Bonita Stewart and John Tough) ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Executive change Katherine Savitt departed as Director at Volta Inc.. - Action: ceased to be director - Role: Director source text: each of the Company’s directors immediately prior to the Effective Time (Eli Aheto, Vince Cubbage, Martin Lauber, Katherine Savitt, Bonita Stewart and John Tough) ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Executive change Vince Cubbage departed as Director at Volta Inc.. - Action: ceased to be director - Role: Director source text: each of the Company’s directors immediately prior to the Effective Time (Eli Aheto, Vince Cubbage, Martin Lauber, Katherine Savitt, Bonita Stewart and John Tough) ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Executive change Stephen Pilatzke resigned as Chief Accounting Officer at Volta Inc.. - Action: resigned - Role: Chief Accounting Officer source text: each of the Company’s officers immediately prior to the Effective Time (Interim Chief Executive Officer Vince Cubbage, Chief Development Officer Drew Lipsher, Chief Legal Officer, Executive Vice President and Corporate Secretary Michelle Kley and Chief Accounting Officer Stephen Pilatzke) resigned and ceased to be officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Executive change Drew Lipsher resigned as Chief Development Officer at Volta Inc.. - Action: resigned - Role: Chief Development Officer source text: each of the Company’s officers immediately prior to the Effective Time (Interim Chief Executive Officer Vince Cubbage, Chief Development Officer Drew Lipsher, Chief Legal Officer, Executive Vice President and Corporate Secretary Michelle Kley and Chief Accounting Officer Stephen Pilatzke) resigned and ceased to be officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Executive change Eli Aheto departed as Director at Volta Inc.. - Action: ceased to be director - Role: Director source text: each of the Company’s directors immediately prior to the Effective Time (Eli Aheto, Vince Cubbage, Martin Lauber, Katherine Savitt, Bonita Stewart and John Tough) ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Executive change Martin Lauber departed as Director at Volta Inc.. - Action: ceased to be director - Role: Director source text: each of the Company’s directors immediately prior to the Effective Time (Eli Aheto, Vince Cubbage, Martin Lauber, Katherine Savitt, Bonita Stewart and John Tough) ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Executive change Michelle Kley resigned as Chief Legal Officer, Executive Vice President and Corporate Secretary at Volta Inc.. - Action: resigned - Role: Chief Legal Officer, Executive Vice President and Corporate Secretary source text: each of the Company’s officers immediately prior to the Effective Time (Interim Chief Executive Officer Vince Cubbage, Chief Development Officer Drew Lipsher, Chief Legal Officer, Executive Vice President and Corporate Secretary Michelle Kley and Chief Accounting Officer Stephen Pilatzke) resigned and ceased to be officers of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Executive change Bonita Stewart departed as Director at Volta Inc.. - Action: ceased to be director - Role: Director source text: each of the Company’s directors immediately prior to the Effective Time (Eli Aheto, Vince Cubbage, Martin Lauber, Katherine Savitt, Bonita Stewart and John Tough) ceased to be directors of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Executive change Brandt Hastings was appointed as President at Volta Inc.. - Action: appointed - Role: President source text: Brandt Hastings, who was appointed the President of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Governance Changes Volta Inc.: Amended and restated certificate of incorporation in its entirety as of the Effective Time. - Change: charter amendment source text: the amended and restated certificate of incorporation of the Company as in effect immediately prior to the Effective Time, was amended and restated in its entirety (the “ A&R Charter ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Governance Changes Volta Inc.: Bylaws amended and restated in their entirety following the Effective Time. - Change: bylaw amendment source text: following the Effective Time, the bylaws of the Company were amended and restated in their entirety (the “ A&R Bylaws ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Material Agreements Volta Inc. terminated Credit Facilities with Equilon Enterprises LLC d/b/a Shell Oil Products US; EICF Agent, LLC (effective 2023-03-31). - Action: termination - Agreement: credit facility - Counterparty: Equilon Enterprises LLC d/b/a Shell Oil Products US; EICF Agent, LLC - Effective: 2023-03-31 source text: on March 31, 2023 (i) that certain Term Loan, Guarantee and Security Agreement, dated as of January 17, 2023, by and among Volta, certain subsidiaries thereof, and Equilon Enterprises LLC d/b/a Shell Oil Products US and (ii) that certain Term Loan, Guarantee and Security Agreement, dated June 19, 2019, by and among Volta., certain subsidiaries thereof, and EICF Agent, LLC, as agent for the lenders and the lenders party thereto (as amended, restated, supplemented or otherwise modified from time to time, collectively, the “ Credit Facilities ”), were terminated, all payments of the amounts previously outstanding under the Credit Facilities were paid in full, all commitments under the Credit Facilities were terminated, all guarantees and related loan documentation were terminated and any security interests or liens granted to the lenders were terminated and released. evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm - Shareholder Votes Volta Inc. shareholders approved Adoption of the Merger Agreement by and among Volta, Shell and Merger Sub at the 2023-03-29 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2023-03-29 source text: Proposal 1 : Volta’s stockholders approved the proposal to adopt the Merger Agreement, by and among Volta, Shell and Merger Sub, pursuant to which Merger Sub will merge with and into Volta, and Volta will continue as the surviving corporation and become a wholly owned subsidiary of Shell. Proposal 1 was approved by the votes set forth in the table below: For Against Abstained 104,343,555 9,373,637 389,801 evidence_url: https://www.sec.gov/Archives/edgar/data/1819584/000121390023025280/0001213900-23-025280-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.