--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-24-118484" form_type: "8-K" ticker: null cik: "0001847112" company_name: "TortoiseEcofin Acquisition Corp. III" filed_at: "2024-04-26T23:59:59+00:00" generated_at: "2026-06-03T06:41:57.568588+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # TortoiseEcofin raises $750K for monthly extensions through Oct 22, 2024 ## Summary - Aggregate $350K loan from four lenders and $400K subscription from investor to sponsor, to fund trust account payments and working capital. - Sponsor to loan funds to SPAC; loans non-interest bearing; repayment at DeSPAC closing with additional cash payments and share transfers. - Sponsor to transfer 175,000 Class B shares to lenders; investor to receive 200,000 Pubco shares. - If business combination fails, lenders/investor get One Energy common shares at private valuation, with redemption option at 1.05x by Dec 31, 2026. - One Energy reaffirms responsibility for all extension payments. ## SEC filing metadata - accession: 0001193125-24-118484 - form_type: 8-K - cik: 0001847112 - company_name: TortoiseEcofin Acquisition Corp. III - filed_at: 2024-04-26T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.6 - calibrated_materiality_score: 0.6 - confidence: high - sec_items: 1.01, 2.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1847112/000119312524118484/0001193125-24-118484-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1847112/000119312524118484/d792439d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-24-118484 - JSON: https://secwatch.observer/filing/0001193125-24-118484.json - Plain text: https://secwatch.observer/filing/0001193125-24-118484.txt ## Key facts - Debt Financings TortoiseEcofin Acquisition Corp. III incurred loan of $400,000 with Investor. - Instrument: loan - Principal: $400,000 - Counterparty: Investor - Event: incurrence source text: the Investor has agreed to contribute $400,000 to the Sponsor as a capital contribution (the “ Capital Contribution ”), which Capital Contribution will generally be treated as part of the SPAC Loan evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312524118484/0001193125-24-118484-index.htm - Debt Financings TortoiseEcofin Acquisition Corp. III incurred loan of $350,000 with Lenders. - Instrument: loan - Principal: $350,000 - Counterparty: Lenders - Event: incurrence source text: the Company, the Sponsor, One Energy Enterprises Inc. (“ One Energy ”) and four investors (collectively, the “ Lenders ”) entered into Loan and Transfer Agreements (the “ Loan and Transfer Agreements ”) pursuant to which the Lenders, collectively, agreed to loan an aggregate of $350,000 to the Sponsor (the “ Loan ”) evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312524118484/0001193125-24-118484-index.htm - Debt Financings TortoiseEcofin Acquisition Corp. III incurred loan of $350,000 with Sponsor. - Instrument: loan - Principal: $350,000 - Counterparty: Sponsor - Event: incurrence source text: the “ Lenders ”) entered into Loan and Transfer Agreements (the “ Loan and Transfer Agreements ”) pursuant to which the Lenders, collectively, agreed to loan an aggregate of $350,000 to the Sponsor (the “ Loan ”), which the Sponsor intends to loan to the Company (the “ SPAC Loan ”), in each case in connection with the April Extension and the Month-to-Month evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312524118484/0001193125-24-118484-index.htm - Material Agreements TortoiseEcofin Acquisition Corp. III entered into Subscription Agreement with TortoiseEcofin Sponsor III LLC, One Energy Enterprises Inc., and a third-party investor valued at Capital contribution of $400,000, 200,000 Pubco shares, cash payment of $200,000, potential 800,000 (effective 2024-04-25). - Action: entry - Agreement: equity purchase - Counterparty: TortoiseEcofin Sponsor III LLC, One Energy Enterprises Inc., and a third-party investor - Value: Capital contribution of $400,000, 200,000 Pubco shares, cash payment of $200,000, potential 800,000 - Effective: 2024-04-25 source text: Additionally, also in connection with the April Extension Meeting and the Month-to-Month Extension Payments described above, including the Sponsor’s obligations in respect thereof, on April 25, 2024, the Company, the Sponsor, One Energy and a third-party investor (the “ Investor ”) entered into a subscription agreement (the “ Subscription Agreement ”) in the form attached as Exhibit 10.2 hereto, which is incorporated herein by reference. evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312524118484/0001193125-24-118484-index.htm - Material Agreements TortoiseEcofin Acquisition Corp. III entered into Loan and Transfer Agreements with TortoiseEcofin Sponsor III LLC, One Energy Enterprises Inc., and four investors valued at Loan of $350,000, additional cash payment of $175,000, 175,000 Class B ordinary shares (effective 2024-04-17). - Action: entry - Counterparty: TortoiseEcofin Sponsor III LLC, One Energy Enterprises Inc., and four investors - Value: Loan of $350,000, additional cash payment of $175,000, 175,000 Class B ordinary shares - Effective: 2024-04-17 source text: On April 17, 2024, the Company, the Sponsor, One Energy Enterprises Inc. (“ One Energy ”) and four investors (collectively, the “ Lenders ”) entered into Loan and Transfer Agreements (the “ Loan and Transfer Agreements ”) pursuant to which the Lenders, collectively, agreed to loan an aggregate of $350,000 to the Sponsor (the “ Loan ”), which the Sponsor intends to loan to the Company (the “ SPAC Loan ”), in each case in connection with the April Extension and the Month-to-Month Extension Payments. evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000119312524118484/0001193125-24-118484-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.