--- 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" generated_at: "2026-06-13T05:07:21.902706+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.6 calibrated_materiality_score: 0.6 confidence: "high" source: SEC EDGAR --- # TortoiseEcofin Acquisition Corp. III issues $1M promissory note and appoints Thomas Hennessy as director ## Summary - 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. ## SEC filing metadata - accession: 0001213900-23-058902 - form_type: 8-K - cik: 0001847112 - company_name: TortoiseEcofin Acquisition Corp. III - filed_at: 2023-07-21T23:59:59+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, 5.02, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001213900-23-058902 - JSON: https://secwatch.observer/filing/0001213900-23-058902.json - Plain text: https://secwatch.observer/filing/0001213900-23-058902.txt ## Key facts - Debt Financings 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm - Executive change Thomas D. Hennessy was appointed as director at TortoiseEcofin Acquisition Corp. III. - Action: appointed - Role: director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm - Executive change Steven Schnitzer resigned as Vice President, General Counsel and Secretary at TortoiseEcofin Acquisition Corp. III. - Action: resigned - Role: Vice President, General Counsel and Secretary source text: In addition, Steven Schnitzer resigned as the Vice President, General Counsel and Secretary of the Company on the same day. evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm - Executive change Stephen Pang resigned as director at TortoiseEcofin Acquisition Corp. III. - Action: resigned - Role: director source text: Mr. Hennessy replaced Stephen Pang, who resigned as a director of the Company on the same day. evidence_url: https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1847112/000121390023058902/0001213900-23-058902-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.