{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-23-058902","form_type":"8-K","ticker":null,"cik":"0001847112","company_name":"TortoiseEcofin Acquisition Corp. III","filed_at":"2023-07-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:35.728683+00:00","generated_at":"2026-06-13T05:07:21.902706+00:00","sec_items":["1.01","2.03","5.02","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"TortoiseEcofin Acquisition Corp. III issues $1M promissory note and appoints Thomas Hennessy as director","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-23-058902","json":"https://secwatch.observer/filing/0001213900-23-058902.json","markdown":"https://secwatch.observer/filing/0001213900-23-058902.md","text":"https://secwatch.observer/filing/0001213900-23-058902.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/ea182177-8k_tortoise3.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T05:07:21.902706+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2a300aa37677905d1aa0f2cce534caf7f99f42d8","claim":"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.","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm","confidence":0.9,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"up to $1,000,000"},{"label":"Counterparty","value":"Hennessy Capital Growth Partners Fund I SPV V, LLC"},{"label":"Rate","value":"bears no interest"},{"label":"Maturity","value":"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"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"10cbbdd0f3","claim":"Thomas D. Hennessy was appointed as director at TortoiseEcofin Acquisition Corp. III.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"7197634fb4","claim":"Steven Schnitzer resigned as Vice President, General Counsel and Secretary at TortoiseEcofin Acquisition Corp. III.","evidence_excerpt":"In addition, Steven Schnitzer resigned as the Vice President, General Counsel and Secretary of the Company on the same day.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Vice President, General Counsel and Secretary"}],"fact_type":"executive_change"},{"claim_id":"cf844b6ac4","claim":"Stephen Pang resigned as director at TortoiseEcofin Acquisition Corp. III.","evidence_excerpt":"Mr. Hennessy replaced Stephen Pang, who resigned as a director of the Company on the same day.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"2623eb68e775bcde547aeec4e066f198b7669107","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Hennessy Capital Growth Partners Fund I SPV V, LLC"},{"label":"Value","value":"up to $1,000,000"},{"label":"Effective","value":"2023-07-19"}],"fact_type":"material_agreement"},{"claim_id":"2c745b1f9fd087730e144ccfa8c2616218e7cc23","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"Barclays Capital Inc., Goldman Sachs & Co. LLC and Academy Securities, Inc."},{"label":"Value","value":"approximately $9.96 million of the total $12.075 million of the Deferred Discount"},{"label":"Effective","value":"2023-07-17"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}