Sec Form 13D Filing - Virgo Hermes LLC filing for VOLTA INC (VLTA) - 2022-04-22

Jesse C. Watson

1201 Howard Ave, Suite 300

Burlingame, California, 94010

United States of America

(650) 437-5368

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

Security and Issuer.

There are no material changes to Item 1 from the Schedule 13D previously filed with the Commission by the Reporting Persons on April 22, 2022.

Identity and Background.

Item 2 of the Schedule 13D is hereby amended and supplemented as follows:

The principal business address for each of the Reporting Persons is 1201 Howard Ave, Suite 300

Burlingame, California, 94010 United States of America.

Source and Amount of Funds or Other Consideration.

There are no material changes to Item 3 from the Schedule 13D previously filed with the Commission by the Reporting Persons on April 22, 2022.

Purpose of Transaction.

There are no material changes from Item 4 of the Schedule 13D previously filed with the Commission by the Reporting Persons on April 22, 2022.

The Reporting Persons and Control Person have acquired their Shares of the Issuer for investment. The Reporting Persons and Control Person evaluate their investment in the Shares on a continual basis. The Reporting Persons have no plans or proposals as of the date of this filing which, other than as expressly set forth below, would relate to or would result in: (a) any extraordinary corporate transaction involving the Issuer; (b) any material change in the present capitalization or dividend policy of the Issuer; (c) any material change in the operating policies or corporate structure of the Issuer; (d) any change in the Issuer's charter or by-laws; (e) the Shares of the Issuer ceasing to be delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; or (f) causing the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934.

The Reporting Persons and Control Person expect to engage with the Issuer with respect to strategies for charging network deployment, the media business optimization, improved shareholder communication, and senior management hires.

The Reporting Persons and Control Person, however, reserve the right, at a later date, to effect one or more of such changes and may acquire additional shares and dispose of or enter into other transactions in the Shares they may be deemed to beneficially own.

The Reporting Persons and Control Person reserve the right to be in contact with members of the Issuer's management, the Issuer's Board of Directors, other significant shareholders and others regarding new hires and proposals that the Issuer could employ to maximize shareholder value.

The Reporting Persons and Control Person further reserve the right to act in concert with any other shareholders of the Issuer, or other persons, for a common purpose should it determine to do so, and/or to recommend courses of action to management and the shareholders of the Issuer.

Interest in Securities of the Issuer.

This Amendment No. 1 amends Item 5 of the Schedule 13D to adjust the ownership percentage held by the Reporting Persons from 10.1% to 9.5%. This relates to a 10K filed by the Issuer on April 15, 2022, and the conversion of over 10 million Class B Shares into Class A Shares.

As of the date hereof, Virgo Hermes, LLC, Virgo Agency Services, LLC, Virgo Investment Group LLC and Jesse C. Watson may be deemed to be the beneficial owners of 16,222,891 Shares, constituting 9.5% of the Shares, based upon the 152,307,420 Shares outstanding as of November 11, 2021 according to the Issuer’s Form 10-Q/A. This amount includes 7,505,575 Shares that may be acquired within 60 days upon the exercise of warrants.¹

Virgo Hermes, LLC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 16,222,891 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 16,222,891 Shares. This amount includes 7,505,575 Shares that may be acquired within 60 days upon the exercise of warrants.

Virgo Agency Services, LLC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 16,222,891 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 16,222,891 Shares. This amount includes 7,505,575 Shares that may be acquired within 60 days upon the exercise of warrants.

Virgo Investment Group LLC has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 16,222,891 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 16,222,891 Shares.

Jesse C. Watson has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 16,222,891 Shares; has the sole power to dispose or direct the disposition of 0 Shares; and has the shared power to dispose or direct the disposition of 16,222,891 Shares. This amount includes 7,505,575 Shares that may be acquired within 60 days upon the exercise of warrants.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

There are no material changes from Item 6 of the Schedule 13D previously filed with the Commission by the Reporting Persons on April 22, 2022.

On November 15, 2016, the Issuer issued a warrant to Virgo Hermes, LLC, pursuant to which Virgo Hermes, LLC was entitled to purchase 900,909 shares of common stock (“Common Stock”) at a price per share of $2.1929. The warrant was issued in connection with that certain Volta Charging, LLC 15% Senior Secured Note due November 15, 2020 issued by Volta Charging, LLC in favor of Virgo Hermes, LLC in the principal amount of $3,000,000.

On March 31, 2017, the Issuer issued a warrant to Virgo Hermes, LLC, pursuant to which Virgo Hermes, LLC was entitled to purchase 1,051,060 shares of Common Stock at a price per share of $2.1929. The warrant was issued in connection with that certain Volta Charging, LLC 15% Senior Secured Note due November 15, 2020 issued by Volta Charging, LLC in favor of Virgo Hermes, LLC in the principal amount of $3,500,000.

On April 15, 2019, the Issuer issued a warrant to Virgo Hermes, LLC, pursuant to which Virgo Hermes, LLC was entitled to purchase 5,555,606 shares of Common Stock at a price per share of $2.1929.

Material to be Filed as Exhibits.

Exhibit A: Joint Filing Agreement

Exhibit B: Common Stock Warrant Virgo Hermes, LLC – Virgo 1

Exhibit C: Common Stock Warrant Virgo Hermes, LLC – Virgo 2

Exhibit D: Common Stock Warrant Virgo Hermes, LLC – Virgo 3

Virgo Hermes, LLC

By: Virgo Agency Services LLC, its Manager