Tortoise Acquisition Corp. II

$0.86 a share in cash is the whole of what a public holder receives, and the merger cannot be consummated unless holders of a majority of the shares issued and outstanding and entitled to vote adopt the agreement — so a failure to vote, an abstention or an uninstructed street-name holding each count as a vote against. The Volta board acted unanimously and also approved a voting agreement alongside the merger agreement. The record date is February 17, 2023, and holders who properly exercise appraisal rights take payment under those rights instead.

$0.86 per share is the entire consideration to a public holder, paid by a strategic acquirer rather than a financial sponsor. The board also approved a voting agreement alongside the merger agreement, so part of the vote is committed before the meeting opens. The Special Meeting is virtual-only with no physical location, is set for 10:00 a.m. Eastern Time on a date left blank, and the record date is blank as well, so a holder cannot yet tell whether they will be entitled to vote. Properly exercised appraisal rights are the only alternative to the $0.86.

The registered amounts have not moved at this amendment, so the dilution stated earlier stands: 144,019,942 new shares against the 34,500,000 the SPAC's own holders carry over. The warrant-share line remains priced at $10.025, the market price used for the stock, rather than at the warrants' exercise price, contributing $9,433.40 to the $206,402.87 total. The redeemable warrants themselves are marked at $1.825 apiece, giving $15,740,625 of the $1,891,868,668.55 aggregate offering price.

The merger issuance of 144,019,942 shares is more than four times the 34,500,000 the SPAC's own holders carry over, so a non-redeeming TortoiseCorp holder ends up a small minority of the resulting count. The warrant-share line is priced unusually: the 8,625,000 shares issuable on the public warrants are registered at $10.025, the market price used for the stock, rather than at the warrants' exercise price, which lifts that line's fee to $9,433.40. The aggregate offering price is $1,891,868,668.55 and the total fee $206,402.87.

The merger issuance of 144,019,942 shares is more than four times the 34,500,000 public shares that merely convert in the domestication, so a non-redeeming TortoiseCorp holder ends up a small minority of the resulting share count. The shares issuable on the public warrants are registered at $10.025 — the same market average used for the shares — rather than at the warrants' exercise price, so that line's $86,465,625 is a fee computation and not a measure of what exercise would raise. The total fee is $206,402.87.

The merger issuance of 144,019,942 shares is more than four times the 34,500,000 public shares that merely convert at the domestication, so a non-redeeming TortoiseCorp holder ends up a small minority of the combined company. Everything is priced off two figures — $10.025 per share of common stock and $1.825 per warrant — and the shares underlying the public warrants are registered at the share price rather than at an exercise price, adding $86,465,625. The total registration fee is $206,402.87.