8-K
filed July 21, 2023, 7:59 PM ET
CIK 0001847112
other material
confidence high
sentiment neutral
materiality 0.60
TortoiseEcofin Acquisition Corp. III: debt financing — TortoiseEcofin Acquisition Corp. III issues $1M promissory note and appoints Thomas Hennessy as director
TortoiseEcofin Acquisition Corp. III
- Issued up to $1,000,000 promissory note to Hennessy Capital Growth Partners Fund I SPV V, LLC for working capital.
- Three underwriters (Barclays, Goldman Sachs, Academy) waived ~$9.96 million of deferred discount related to proposed business combination.
- Thomas D. Hennessy appointed as director, replacing Stephen Pang who resigned; Steven Schnitzer also resigned as VP, General Counsel.
- Hennessy Capital Growth Partners Fund I acquired sponsor interests and 5,893,333 private placement warrants from TortoiseEcofin Sponsor III LLC.
Key facts
Extracted from this filing and checked against the source text.
Debt Financings
SEC 8-K Item 2.03/2.04
confidence 0.9
TortoiseEcofin Acquisition Corp. III incurred convertible notes of up to $1,000,000 with Hennessy Capital Growth Partners Fund I SPV V, LLC at bears no interest maturing the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective.
- Instrument
- convertible notes
- Principal
- up to $1,000,000
- Counterparty
- Hennessy Capital Growth Partners Fund I SPV V, LLC
- Rate
- bears no interest
- Maturity
- the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date that the winding up of the Company is effective
- Event
- incurrence
Exact text from the filing
On July 19, 2023, TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “ Company ”), issued a promissory note (the “ Note ”) in the principal amount of up to $1,000,000 to Hennessy Capital Growth Partners Fund I SPV V, LLC, a Delaware limited liability company (“ HCGP ”).
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Thomas D. Hennessy was appointed as director at TortoiseEcofin Acquisition Corp. III.
- Action
- appointed
- Role
- director
Exact text from the filing
On July 19, 2023, the board of directors of the Company (the “ Board ”) appointed Thomas D . Hennessy as a director of the Company, effective immediately.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Steven Schnitzer resigned as Vice President, General Counsel and Secretary at TortoiseEcofin Acquisition Corp. III.
- Action
- resigned
- Role
- Vice President, General Counsel and Secretary
Exact text from the filing
In addition, Steven Schnitzer resigned as the Vice President, General Counsel and Secretary of the Company on the same day.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 1.0
Stephen Pang resigned as director at TortoiseEcofin Acquisition Corp. III.
- Action
- resigned
- Role
- director
Exact text from the filing
Mr. Hennessy replaced Stephen Pang, who resigned as a director of the Company on the same day.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
TortoiseEcofin Acquisition Corp. III entered into Note with Hennessy Capital Growth Partners Fund I SPV V, LLC valued at up to $1,000,000 (effective 2023-07-19).
- Action
- entry
- Agreement
- credit facility
- Counterparty
- Hennessy Capital Growth Partners Fund I SPV V, LLC
- Value
- up to $1,000,000
- Effective
- 2023-07-19
Exact text from the filing
On July 19, 2023, TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “ Company ”), issued a promissory note (the “ Note ”) in the principal amount of up to $1,000,000 to Hennessy Capital Growth Partners Fund I SPV V, LLC, a Delaware limited liability company (“ HCGP ”).
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
TortoiseEcofin Acquisition Corp. III amended Underwriting Agreement with Barclays Capital Inc., Goldman Sachs & Co. LLC and Academy Securities, Inc. valued at approximately $9.96 million of the total $12.075 million of the Deferred Discount (effective 2023-07-17).
- Action
- amendment
- Agreement
- underwriting
- Counterparty
- Barclays Capital Inc., Goldman Sachs & Co. LLC and Academy Securities, Inc.
- Value
- approximately $9.96 million of the total $12.075 million of the Deferred Discount
- Effective
- 2023-07-17
Exact text from the filing
On July 17, 2023, three of the four underwriters for the Company’s initial public offering, consisting of Barclays Capital Inc., Goldman Sachs & Co. LLC and Academy Securities, Inc., agreed to waive all rights to their respective portion of the Deferred Discount (as defined in the Underwriting Agreement between the parties and the Company, dated July 19, 2021) (or approximately $9.96 million of the total $12.075 million of the Deferred Discount) with respect to the Company’s recently-announced proposed business combination with an industrial renewable power solutions company.
View on SEC.gov
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