--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-260926" form_type: "8-K" ticker: null cik: "0001847112" company_name: "TortoiseEcofin Acquisition Corp. III" filed_at: "2023-10-24T23:59:59+00:00" generated_at: "2026-06-09T14:32:06.872398+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.8 calibrated_materiality_score: 0.8 confidence: "high" source: SEC EDGAR --- # SPAC shareholders approve extension to Apr 2024; 17.2M shares redeemed for $180.9M ## Summary - 17,235,298 public shares redeemed at ~$10.49/share, removing ~$180.9M from trust. - Extension amendment approved: deadline moved from Oct 22, 2023 to Apr 22, 2024 (up to 6 months). - Sponsor issued up to $1,553,823 promissory note to fund monthly deposits of $258,970.53 into trust. - Note is non-interest bearing, repayable upon business combination or liquidation. - Thomas D. Hennessy re-elected as Class I director; Withum ratified as auditor for FY2023. ## SEC filing metadata - accession: 0001193125-23-260926 - form_type: 8-K - cik: 0001847112 - company_name: TortoiseEcofin Acquisition Corp. III - filed_at: 2023-10-24T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.8 - calibrated_materiality_score: 0.8 - confidence: high - sec_items: 1.01, 2.03, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1847112/000119312523260926/0001193125-23-260926-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1847112/000119312523260926/d519183d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-260926 - JSON: https://secwatch.observer/filing/0001193125-23-260926.json - Plain text: https://secwatch.observer/filing/0001193125-23-260926.txt ## Key facts - Debt Financings TortoiseEcofin Acquisition Corp. III incurred loan of up to $1,553,823.18 with TortoiseEcofin Sponsor III LLC at no interest maturing upon the earlier of (a) the date of the consummation of the Company’s initial business combination, and (b) the date of the liquidation of the Company. - Instrument: loan - Principal: up to $1,553,823.18 - Counterparty: TortoiseEcofin Sponsor III LLC - Rate: no interest - Maturity: upon the earlier of (a) the date of the consummation of the Company’s initial business combination, and (b) the date of the liquidation of the Company - Event: incurrence source text: On October 20, 2023, TortoiseEcofin Acquisition Corp. III (the " Company ") issued a promissory note (the " Note ") in the aggregate principal amount of up to $1,553,823.18 (the " Extension Funds ") to TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company, the Company’s sponsor (the " Sponsor "), pursuant to which the Extension Funds will be deposited into the Company’s trust account (the " Trust Account ") for the benefit of each outstanding Class A ordinary share of the Company (“ Public Share ”) that was not redeemed in connection with the extension of the Company’s termination date from October 22, 2023 on a monthly basis up to six times until April 22, 2024. The Company will deposit $258,970.53 per month into the Trust Account, which equates to $0.015 per remaining Public Share, for each calendar month (commencing on October 23, 2023 and on the 23rd day of each subsequent month) until April 22, 2024, or portion thereof, that is needed to complete an initial bu evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312523260926/0001193125-23-260926-index.htm - Governance Changes TortoiseEcofin Acquisition Corp. III: Extended deadline to consummate initial business combination from October 22, 2023 up to six monthly extensions until April 22, 2024 (effective 2023-10-19). - Change: charter amendment - Effective: 2023-10-19 source text: the Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on October 19, 2023 evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312523260926/0001193125-23-260926-index.htm - Material Agreements TortoiseEcofin Acquisition Corp. III entered into Note with TortoiseEcofin Sponsor III LLC valued at up to $1,553,823.18 (effective 2023-10-20). - Action: entry - Counterparty: TortoiseEcofin Sponsor III LLC - Value: up to $1,553,823.18 - Effective: 2023-10-20 source text: On October 20, 2023, TortoiseEcofin Acquisition Corp. III (the “ Company ”) issued a promissory note (the “ Note ”) in the aggregate principal amount of up to $1,553,823.18 evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312523260926/0001193125-23-260926-index.htm - Shareholder Votes TortoiseEcofin Acquisition Corp. III shareholders approved Extension Amendment Proposal to amend the articles to extend the business combination deadline at the 2023-10-19 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-10-19 source text: Extension Amendment Proposal For Against Abstain Broker Non-Votes 34,515,517 250 55 960 evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312523260926/0001193125-23-260926-index.htm - Shareholder Votes TortoiseEcofin Acquisition Corp. III shareholders approved Director Election Proposal to re-elect Thomas D. Hennessy as Class I director at the 2023-10-19 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-10-19 source text: Director Election Proposal For Against Abstain Broker Non-Votes 7,918,450 0 0 0 3 evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312523260926/0001193125-23-260926-index.htm - Shareholder Votes TortoiseEcofin Acquisition Corp. III shareholders approved Auditor Ratification Proposal to ratify the selection of WithumSmith+Brown, PC as independent auditor at the 2023-10-19 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-10-19 source text: Auditor Ratification Proposal For Against Abstain Broker Non-Votes 34,488,422 5 28,355 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312523260926/0001193125-23-260926-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.