---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-099086"
form_type: "8-K"
ticker: null
cik: "0001847112"
company_name: "TortoiseEcofin Acquisition Corp. III"
filed_at: "2024-04-17T23:59:59+00:00"
generated_at: "2026-06-03T21:49:48.171692+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.55
calibrated_materiality_score: 0.55
confidence: "high"
source: SEC EDGAR
---

# TortoiseEcofin SPAC enters $350K loan agreement; lenders to receive 175K Class B shares

## Summary
- Lenders loan $350,000 to sponsor, which will then lend to SPAC for working capital and extension fees.
- Loan carries no interest; repayment due within 5 business days of business combination.
- Sponsor to transfer 175,000 Class B ordinary shares to lenders at closing of De-SPAC.
- One Energy (target) will pay lenders an additional $175,000 one-time cash payment at closing.
- If business combination fails, One Energy will issue shares at recent private valuation; optional redemption at 1.05x if not listed by Dec 31, 2026.

## SEC filing metadata
- accession: 0001193125-24-099086
- form_type: 8-K
- cik: 0001847112
- company_name: TortoiseEcofin Acquisition Corp. III
- filed_at: 2024-04-17T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.55
- calibrated_materiality_score: 0.55
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1847112/000119312524099086/0001193125-24-099086-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1847112/000119312524099086/d826329d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-099086
- JSON: https://secwatch.observer/filing/0001193125-24-099086.json
- Plain text: https://secwatch.observer/filing/0001193125-24-099086.txt

## Key facts
- Debt Financings
  TortoiseEcofin Acquisition Corp. III incurred loan of $350,000 with TortoiseEcofin Sponsor III LLC, One Energy Enterprises Inc. and other parties at 0% maturing within five business days of the completion of the Company's initial business combination.
  - Instrument: loan
  - Principal: $350,000
  - Counterparty: TortoiseEcofin Sponsor III LLC, One Energy Enterprises Inc. and other parties
  - Rate: 0%
  - Maturity: within five business days of the completion of the Company's initial business combination
  - Event: incurrence
  source text: On April 11, 2024, TortoiseEcofin Acquisition Corp. III (the “ Company ”) entered into Loan and Transfer Agreements with TortoiseEcofin Sponsor III LLC, the Company’s sponsor (the “ Sponsor ”), One Energy Enterprises Inc. (“ One Energy ”) and other parties (the “ Lenders ”), pursuant to which the Lenders agreed to loan an aggregate of $350,000 to the Sponsor (the “ Loan ”) and the Sponsor intends to loan such amount to the Company (the “ SPAC Loan ”). Neither the Loan nor the SPAC Loan will accrue any interest. The Sponsor and the Company are jointly responsible for the payment of the principal amount of the Loan within five business days of the completion of the Company’s initial business combination (the “ Business Combination ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312524099086/0001193125-24-099086-index.htm
- Debt Financings
  TortoiseEcofin Acquisition Corp. III incurred loan of $350,000 with TortoiseEcofin Sponsor III LLC at 0% maturing within five business days of the completion of the Company's initial business combination.
  - Instrument: loan
  - Principal: $350,000
  - Counterparty: TortoiseEcofin Sponsor III LLC
  - Rate: 0%
  - Maturity: within five business days of the completion of the Company's initial business combination
  - Event: incurrence
  source text: On April 11, 2024, TortoiseEcofin Acquisition Corp. III (the “ Company ”) entered into Loan and Transfer Agreements with TortoiseEcofin Sponsor III LLC, the Company’s sponsor (the “ Sponsor ”), One Energy Enterprises Inc. (“ One Energy ”) and other parties (the “ Lenders ”), pursuant to which the Lenders agreed to loan an aggregate of $350,000 to the Sponsor (the “ Loan ”) and the Sponsor intends to loan such amount to the Company (the “ SPAC Loan ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312524099086/0001193125-24-099086-index.htm
- Material Agreements
  TortoiseEcofin Acquisition Corp. III entered into Loan and Transfer Agreements with TortoiseEcofin Sponsor III LLC, One Energy Enterprises Inc., and other parties (the Lenders) valued at $350,000 (effective 2024-04-11).
  - Action: entry
  - Counterparty: TortoiseEcofin Sponsor III LLC, One Energy Enterprises Inc., and other parties (the Lenders)
  - Value: $350,000
  - Effective: 2024-04-11
  source text: On April 11, 2024, TortoiseEcofin Acquisition Corp. III (the “ Company ”) entered into Loan and Transfer Agreements with TortoiseEcofin Sponsor III LLC, the Company’s sponsor (the “ Sponsor ”), One Energy Enterprises Inc. (“ One Energy ”) and other parties (the “ Lenders ”), pursuant to which the Lenders agreed to loan an aggregate of $350,000 to the Sponsor (the “ Loan ”) and the Sponsor intends to loan such amount to the Company (the “ SPAC Loan ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312524099086/0001193125-24-099086-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.