TRTL amends business combination with One Energy; sponsor earnout cut to 500K shares, NTA condition removed

TortoiseEcofin Acquisition Corp. III

Sponsor earnout shares reduced from 1,075,000 to 500,000 Pubco common shares.
Condition requiring TRTL to have at least $5,000,001 net tangible assets at closing removed.
Additional sponsor loans of ~$2.4M received via Loan and Transfer Agreements and Subscription Agreement.
Sponsor and class B holders agree to extended lock-up: two years or $15/share trigger, subject to exceptions.
Amended sponsor letter and stockholder support agreements executed with Pubco added as party.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

TortoiseEcofin Acquisition Corp. III amended First Amendment to the Business Combination Agreement with One Energy Enterprises Inc., TRTL Holding Corp., TRTL III Merger Sub Inc., OEE Merger Sub Inc. (effective 2024-05-13).

Action: amendment
Agreement: merger
Counterparty: One Energy Enterprises Inc., TRTL Holding Corp., TRTL III Merger Sub Inc., OEE Merger Sub Inc.
Effective: 2024-05-13

Exact text from the filing

On May 13, 2024, TRTL, One Energy, Pubco and the Merger Subs entered into the First Amendment to the Business Combination Agreement (" Amendment No. 1 ")

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Source: SEC EDGAR

accession 0001193125-24-137276

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