United States securities and exchange commission logo
July 13, 2021
Vincent T. Cubbage
Chief Executive Officer
Tortoise Acquisition Corp. II
5100 W. 115th Place
Leawood, KS 66211
Re: Tortoise
Acquisition Corp. II
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 25, 2021
File No. 333-256173
Dear Mr. Cubbage:
We have reviewed your amended registration statement and have the
following
comments. In some of our comments, we may ask you to provide us with
information so we
may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Unless we note
otherwise, our references to prior comments are to comments in our June
14, 2021 letter.
Amendment No. 1 to Registration Statement on Form S-4
Risk Factors, page 41
1. We note your response
to comment 7 and reissue the comment. Please include a
discussion here, or in
an appropriate location, explaining how the process for acquiring
the private company
Volta differs from that of a traditional underwritten IPO as well as
the reasoning behind
your belief that the absence of due diligence by an underwriter does
not create a material
risk.
The Proposed Organizational Documents will provide, page 93
2. Your revised disclosure
in response to comment 11 now states that "unless New Volta
consents in writing to
the selection of an alternative forum ... the federal district courts of
Vincent T. Cubbage
FirstName LastNameVincent
Tortoise Acquisition Corp. II T. Cubbage
Comapany
July NameTortoise Acquisition Corp. II
13, 2021
July 13,
Page 2 2021 Page 2
FirstName LastName
the United States shall be the exclusive forum for the resolution of
any complaint
asserting a cause of action under the Securities Act." Please revise
to state also that
investors cannot waive compliance with the federal securities laws and
the rules and
regulations thereunder. In that regard, we note that Section 22 of the
Securities Act
creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
any duty or liability created by the Securities Act or the rules and
regulations thereunder.
The TortoiseCorp Board's Reasons for the Approval of the Business Combination,
page 151
3. We note your response to comment 14. Please revise to to address the
extent to which the
board considered the $3.77 per share value suggested by the
transaction conducted
concurrently with the negotiations to acquire Volta.
Material U.S. Federal Income Tax Considerations, page 164
4. Refer to comment 17. Please explain why you cannot give a "will"
opinion and describe
the degree of uncertainty. If counsel intends to provide a "should"
opinion, please explain
the facts or circumstances resulting in this uncertainty, the degree
of uncertainty, and add
appropriate risk factor disclosure addressing the risk to investors
regarding uncertain tax
treatment. For guidance, see Section III.C.4 of Staff Legal Bulletin
No. 19.
Information About Volta, page 247
5. We note your revised disclosure and response to comments 8 and 22. It
is still difficult to
understand the principal ways Volta generates revenues due to industry
jargon and
prominent disclosure of operations that do not appear to be
responsible for significant
revenues. Please revise to quantify the approximate percentage of
Volta's revenues derived from each of the bullet points on page 251
and revise here and
MD&A to clarify:
What "behavioral understanding" means and how it relates to
advertising revenue;
What "customized loyalty solutions for its site hosts and
partners" means and whether
it is a material part of the Behavior and Commerce or other
operations;
Where "Charging Network Operations revenue" would fit into the
bullet points of
different operations;
Who determines whether and how much end users pay for electricity
at the stations;
The approximate percentage of Volta's "Behavior and Commerce"
customers that are
also customers of Network Development services;
The approximate percentage of Network Development revenues derived
from utilities
and similar entities as compared to retail; and
Whether Volta receives a significant amount of Grants and
Incentives and other
government subsidies, and if so approximately what percentage of
Volta's revenues
are derived from such sources.
Volta is described as owning and operating EV charging stations, but
it appears that de
minimis revenues are derived from fees paid to Volta by users of the
stations. Please
revise to clearly explain Volta's business in plain English.
Vincent T. Cubbage
Tortoise Acquisition Corp. II
July 13, 2021
Page 3
Competitive Strengths, page 254
6. Refer to comment 23. Please revise to disclose more prominently that you
currently have
20 master services agreements in place and clarify that your pipeline
reflects
management s good faith estimate of the prospective additional target
sites. In this regard,
please clarify the difference between contracting for sites that are
"under master service
agreements" as compared to sites that are not under such agreements.
Volta's Partnerships and Strategic Relationships, page 255
7. We note your response to comment 24. Please revise to clarify what you
mean by
"representative" of a portion of Volta's commercial partners. In your
response you state
that the entities listed are "significant" Volta customers based on
brand recognition,
industry and national and regional multi-site portfolios. Please provide
clearer disclosure
regarding how any named customer is significant or representative of
Volta customers.
General
8. We note your response to comment 28. Please refer to Rule 414 of
Regulation C and tell
us why you believe a post-effective amendment is not required.
You may contact Jeffrey Lewis at 202-551-6216 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Maryse Mills-Apenteng at 202-551-3457 or James Lopez at 202-551-3536
with any
other questions.
Sincerely,
FirstName LastNameVincent T. Cubbage
Division of
Corporation Finance
Comapany NameTortoise Acquisition Corp. II
Office of Real
Estate & Construction
July 13, 2021 Page 3
cc: Brenda Lenahan
FirstName LastName