| DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION | NOTE
1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND BASIS OF PRESENTATION Organization
and General Tortoise
Acquisition Corp. II (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on July 24,
2020. The Company was incorporated 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 that the Company has not yet identified (the “Initial
Business Combination”). All
activity for the period from July 24, 2020 (inception) through March 31, 2021 relates to the Company’s formation and its preparation
for the initial public offering (the “Initial Public Offering”), which is described below, and since the closing of the Initial
Public Offering, the search for a prospective acquisition target for an Initial Business Combination. The Company will not generate any
operating revenue until after the completion of its Initial Business Combination, at the earliest. The Company will generate non-operating
income in the form of income earned on investments in the Trust Account (as defined below). The Company has selected December 31 as its
fiscal year end. The
Company’s sponsor is Tortoise Sponsor II
LLC, a Cayman Islands limited liability company (the “Sponsor”). The registration
statement for the Initial Public Offering was declared effective on September 10, 2020. On September 15, 2020, the
Company consummated the Initial Public Offering of units (the
“Units” and, with respect to the Class A ordinary shares included in the Units, the “Public Shares”), at
$10.00 per Unit, generating gross proceeds of $345.0 million, and incurring offering costs of approximately $19.5 million,
inclusive of approximately $12.1 million in deferred underwriting commissions (see Note 5). Simultaneously
with the closing of the Initial Public Offering, the Company completed the private sale of 5,933,333 warrants at a price of $1.50 per
warrant (the “Private Placement Warrants”) in a private placement (the “Private Placement”) to TortoiseEcofin
Borrower LLC, a Delaware limited liability company (“TortoiseEcofin Borrower”) and an affiliate of the Sponsor, generating
gross proceeds to the Company of approximately $8.9 million (see Note 4). Upon
the closing of the Initial Public Offering and the Private Placement, $345.0 million ($10.00 per Unit) of the net proceeds of the Initial
Public Offering and certain of the proceeds of the Private Placement were placed in a trust account at J.P. Morgan Chase Bank, N.A. (the
“Trust Account”), located in the United States, with Continental Stock Transfer & Trust Company acting as trustee, and
will be invested by the trustee only in United States “government securities” within the meaning of Section 2(a)(16) of the
Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act which invest only in direct U.S. government treasury
obligations, as determined by the Company, until the earlier of: (i) the completion of an Initial Business Combination and (ii) the distribution
of the Trust Account as described below. The
Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering
and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating an Initial Business Combination. The Company’s Initial Business Combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (net of amounts disbursed to management
for working capital purposes and excluding the amount of any deferred underwriting discount held in trust) at the time the Company signs
a definitive agreement in connection with an Initial Business Combination. However, the Company will only complete an Initial Business
Combination if the post-combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act. The
Company will provide the holders of the Public Shares (the “Public Shareholders”) with the opportunity to redeem all or a
portion of their Public Shares upon the completion of an Initial Business Combination either (a) in connection with a shareholder
meeting called to approve the Initial Business Combination or (b) by means of a tender offer. The decision as to whether the Company
will seek shareholder approval of an Initial Business Combination or conduct a tender offer will be made by the Company, solely in its
discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust
Account (initially anticipated to be $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not
previously released to the Company to pay its tax obligations). The per-share amount to be distributed to Public Shareholders who
redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as
discussed in Note 5). These Public Shares were recorded at a redemption value and classified as temporary equity upon the completion
of the Initial Public Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing
Liabilities from Equity.” In such case, the Company will proceed with an Initial Business Combination if the Company would have
net tangible assets of at least $5,000,001 upon such consummation of the Initial Business Combination and a majority of the shares voted
are voted in favor of the Initial Business Combination. If a shareholder vote is not required by law and the Company does not decide
to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to the amended and restated memorandum and
articles of association which were adopted by the Company in connection with the consummation of the Initial Public Offering (the “Amended
and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities
and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing an Initial Business
Combination. If, however, shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval
for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy
rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective
of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with an Initial
Business Combination, the holders of the Founder Shares (as defined in Note 6) prior to the Initial Public Offering (the “Initial
Shareholders”) have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering
in favor of an Initial Business Combination. In addition, the Initial Shareholders have agreed to waive their redemption rights with
respect to their Founder Shares and Public Shares in connection with the completion of an Initial Business Combination. Notwithstanding
the foregoing, the Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming
its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company. The
Company’s Sponsor, executive officers and directors have agreed not to propose an amendment to the Amended and Restated Memorandum
and Articles of Association that would affect the substance or timing of the Company’s obligation to provide for the redemption
of its Public Shares in connection with an Initial Business Combination or to redeem 100% of its Public Shares if the Company does not
complete an Initial Business Combination, unless the Company provides the Public Shareholders with the opportunity to redeem their Public
Shares in conjunction with any such amendment. If
the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Initial Public Offering,
or September 15, 2022 (or 27 months from the closing of the Initial Public Offering, or December 15, 2022, if the Company has 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) (the “Combination Period”), the Company 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 the Company to pay its income 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 the Public Shareholders’ rights as shareholders (including the right to receive further
liquidating distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption,
subject to the approval of the remaining shareholders and the board of directors, dissolve and liquidate, subject in the case of clauses
(b) and (c), to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. The
Initial Shareholders have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete
an Initial Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or
after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public
Shares if the Company fails to complete an Initial Business Combination within the Combination Period. The underwriters have agreed to
waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not
complete an Initial Business Combination within the Combination Period and, in such event, such amounts will be included with the funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is
possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will only
be the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has
agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold
to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality
or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of
(a) $10.00 per Public Share and (b) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of
the Trust Account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that
such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights
to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against
a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek
to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have
vendors, service providers (except the Company’s independent registered public accounting firm), prospective target businesses
or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account. On
February 7, 2021, the Company, SNPR Merger Sub I, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“First
Merger Sub”), and SNPR Merger Sub II, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Second
Merger Sub”), entered into a Business Combination Agreement (the “Business Combination Agreement”) with Volta Industries,
Inc., a Delaware corporation (“Volta”), pursuant to which First Merger Sub will merge with and into Volta (the “First
Merger”), with Volta surviving the First Merger as a wholly owned subsidiary of the Company (the “Surviving Corporation”),
and the Surviving Corporation will subsequently merge with and into Second Merger Sub (the “Second Merger”) with Second Merger
Sub surviving the Second Merger as a wholly owned subsidiary of the Company (the “Proposed Business Combination”). The announcement
of the Proposed Business Combination and related agreements were filed with the SEC on a Form 8-K on February 8, 2021. Completion
of the Proposed Business Combination is subject to the satisfaction of the conditions stated in the Business Combination Agreement. Prior
to the effective time of the First Merger (the “Effective Time”), the Company will domesticate (the “Domestication”)
as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law (the “DGCL”) and the applicable
provisions of the Companies Act (2020 Revision) of the Cayman Islands (the “Companies Act”). The Outside Date under (and
as defined in) the Business Combination Agreement has been automatically extended to 240 days from 210 days as a result of Volta’s
non-delivery of its PCAOB Financial Statements (as defined in the Business Combination Agreement) within the 90-day period following
execution of the Business Combination Agreement. The Company expects to complete the Proposed Business Combination in the third quarter
of 2021. In
connection with the execution of the Business Combination Agreement, the Company entered into a Stockholder Support Agreement (the “Stockholder
Support Agreement”) with Volta and certain shareholders of Volta pursuant to which such shareholders agreed to vote all of their
shares of Volta’s Class A common stock, par value $0.001 per share (“Volta Class A Common Stock”) and shares of Volta’s
Class B common stock, par value $0.001 per share (“Volta Class B Common Stock” and, together with the Volta Class A Common
Stock, the “Volta Common Stock”) and shares of Volta’s preferred stock (“Volta Preferred Stock”) in favor
of the approval and adoption of the Proposed Business Combination and related transactions (the “Proposed Transactions”),
including agreeing to execute a written consent within forty-eight hours of a registration statement on Form S-4 filed by the Company
becoming effective. Additionally, such shareholders have agreed, among other things, not to, prior to the Effective Time (a) transfer
any of their shares of Volta Common Stock and Volta Preferred Stock (or enter into any arrangement with respect thereto), subject to
certain customary exceptions or (b) enter into any voting arrangement that is inconsistent with the Stockholder Support Agreement. In
connection with the execution of the Business Combination Agreement, the founders of Volta entered into a Lock-Up Agreement with the
Company and Volta pursuant to which they have agreed, subject to certain customary exceptions, not to effect any (a) direct or indirect
sale, assignment, pledge, hypothecation, disposition, loan or other transfer, or entry into any agreement with respect to any sale, assignment,
pledge, hypothecation, disposition, loan or other transfer, with respect to any shares of the Company’s domesticated Class A common
stock (the “Class A Common Stock”) or domesticated Class B common stock (the “Class B Common Stock”) held by
them immediately after the Effective Time, including any shares of Class A Common Stock or Class B Common Stock issuable upon the exercise
of options or warrants to purchase shares of Class A Common Stock or Class B Common Stock held by them immediately following the closing
of the Proposed Transactions (the “BCA Closing”) or (b) publicly announce any intention to effect any transaction specified
in clause (a), in each case, until the date that is the earlier of (i) one year after the BCA Closing and (ii) the earlier to occur of,
subsequent to the BCA Closing, (x) the first date on which the last reported sale price of the Class A Common Stock equals or exceeds
$12.00 per share (as equitably adjusted for share sub-divisions, share dividends, reorganizations, recapitalizations and the like) for
any 20 trading days within any 30 trading-day period commencing at least 150 days after the BCA Closing and (y) the date on which there
is consummated a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s
stockholders having the right to exchange their shares of Class A Common Stock for cash, securities or other property. The
Company’s bylaws after the BCA Closing will include transfer restrictions on its securities issued to the investors of Volta in
connection with the First Merger for a period of six (6) months after the BCA Closing. In
connection with the execution of the Business Combination Agreement, the Company entered into a letter agreement with Volta, the Sponsor
and the other holders of the Founder Shares pursuant to which, among other things, the Sponsor and each other holder agreed to (a) waive
the anti-dilution rights set forth in Article 17.3 of the Amended and Restated Memorandum and Articles of Association, (b) comply with
the non-solicitation provisions in the Business Combination Agreement and (c) vote all of the Company’s ordinary shares held by
them in favor of the adoption and approval of the Business Combination Agreement and the Proposed Transactions. In
connection with the execution of the Business Combination Agreement, the Company entered into separate subscription agreements (collectively,
the “Subscription Agreements”) with a number of investors (each, a “Subscriber” and collectively, the “Subscribers”),
pursuant to which the Subscribers agreed to purchase, and the Company agreed to sell to the Subscribers, an aggregate of 30,000,000 shares
of Class A Common Stock (the “Private Placement Shares”), for a purchase price of $10.00 per share and an aggregate purchase
price of $300,000,000, in a private placement. The
closing of the sale of the Private Placement Shares pursuant to the Subscription Agreements will take place on the date of, and at a
time immediately prior to or substantially concurrently with, the BCA Closing and is contingent upon, among other customary closing conditions,
the consummation of the Proposed Transactions. The purpose of the Private Placement is to raise additional capital for use by the combined
company following the BCA Closing. Pursuant
to the Subscription Agreements, the Company agreed that, within 30 calendar days after the consummation of the Proposed Transactions,
it will file with the SEC (at the Company’s sole cost and expense) a registration statement registering the resale of the Private
Placement Shares (the “Private Placement Resale Registration Statement”), and to use commercially reasonable efforts to have
the Private Placement Resale Registration Statement declared effective as soon as practicable after the filing thereof, but no later
than the earlier of (i) 60 calendar days (or 90 calendar days if the SEC notifies the Company that it will review the Private Placement
Resale Registration Statement) following the BCA Closing and (ii) the tenth business day after the SEC notifies the Company that the
Private Placement Resale Registration Statement will not be reviewed or will not be subject to further review. Also,
in January 2021, in connection with the Proposed Transactions, the Company engaged Barclays Capital Inc. (“Barclays”) and
Goldman Sachs & Co LLC (“Goldman” and, together with Barclays, the “Placement Agents”) pursuant to an engagement
letter to act as co-placement agents in connection with the potential sale of its equity-linked securities to one or more financial investors.
An aggregate fee of 3.0% of the gross proceeds received by the Company from a sale of the securities in such offering (or $9.0 million)
will be payable to the Placement Agents, subject to the completion of the offering. The Company also engaged Barclays under such
engagement letter to act as the Company’s financial advisor and capital markets advisor in connection with the Proposed Transactions,
and the Company agreed to pay a fee of $3.0 million to Barclays for such services, subject to the consummation of the Proposed Transactions. Basis
of Presentation The
accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with United States
generally accepted accounting principles (“GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting
of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended March 31, 2021
are not necessarily indicative of the results that may be expected for the year ending December 31, 2021 or any future period. The
accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto
included in the Form 10-K/A filed by the Company with the SEC on May 6, 2021. Emerging
Growth Company As
an emerging growth company, the Company may take advantage of certain exemptions from various reporting requirements that are applicable
to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive
compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote
on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further,
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from
being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had
a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are
required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can
elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies,
but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means
that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an
emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This
may make comparison of the Company’s unaudited condensed consolidated financial statements with another public company which is
neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult
or impossible because of the potential differences in accounting standards used. This may make comparison of the Company’s financial
statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of
using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Liquidity
and Capital Resources As
of March 31, 2021, the Company had approximately $184,000 in its operating bank account and working capital deficit of approximately
$1.6 million. Through March 31, 2021, the Company’s liquidity needs have been
satisfied through a payment of $25,000 of expenses on behalf of the Company by the Sponsor in exchange for the issuance of the Founder
Shares, the loan of approximately $181,000 from the Sponsor pursuant to the Note (as defined in Note 4) and the proceeds from the consummation
of the Private Placement not held in the Trust Account. The Company fully repaid the Note on September 21, 2020. In addition, in order
to finance transaction costs in connection with an Initial Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in
Note 4). As of March 31, 2021 and December 31, 2020, there were no amounts outstanding under any Working Capital Loan. Based on the foregoing,
the Company’s management believes that the Company will have sufficient working capital and borrowing capacity to meet its needs
through the earlier of the consummation of an Initial Business Combination and one year from the date of this report. Over this time
period, these funds will be used for payment of general and administrative expenses as well as expenses associated with consummating
the Proposed Transactions, or (in the event the Proposed Transactions are not consummated) identifying, evaluating and performing due
diligence on prospective target businesses and structuring, negotiating and consummating an Initial Business Combination. |
