UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, TortoiseEcofin Acquisition Corp. III (the “Company”) entered into that certain that Amended and Restated Business Combination Agreement, dated February 14, 2024 (as amended, the “Business Combination Agreement”), with One Energy Enterprises Inc. (“One Energy”) and other parties named therein.
On August 29, 2024, the parties to the Business Combination Agreement and TortoiseEcofin Sponsor III LLC, the Company’s sponsor, entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”), pursuant to which, the Business Combination Agreement was terminated. Pursuant to the Settlement Agreement, One Energy agreed to pay certain vendor expenses of the Company and to indemnify the Company against certain third-party claims. The Settlement Agreement also provides for a mutual release of claims among the parties and their affiliates.
Item 1.02. Termination of Material Definitive Agreement.
The information set forth in Item 1.01 above is hereby incorporated by reference into this Item 1.02.
Item 8.01. Other Events.
As previously disclosed in the Current Report on Form 8-K filed by the Company on August 23, 2024, the Board of Directors of the Company determined to liquidate the trust account. The Company expects to redeem all of its outstanding Class A ordinary shares for a pro rata amount of the principal and accrued interest in the trust account after the payment of taxes and dissolution expenses (the “Redemption Amount”). On or about the close of business on September 6, 2024, the Class A ordinary shares will be deemed canceled and will represent only the right to receive the Redemption Amount. The Redemption Amount will be payable to the holders of Class A ordinary shares through the facilities of Continental Stock Transfer & Trust Company, the Company’s transfer agent.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: August 30, 2024
| TORTOISEECOFIN ACQUISITION CORP. III | ||
| By: | /s/ Vincent T. Cubbage | |
| Name: | Vincent T. Cubbage | |
| Title: | Chief Executive Officer | |