UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On October 20, 2023, TortoiseEcofin Acquisition Corp. III (the “Company”) issued a promissory note (the “Note”) in the aggregate principal amount of up to $1,553,823.18 (the “Extension Funds”) to TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company, the Company’s sponsor (the “Sponsor”), pursuant to which the Extension Funds will be deposited into the Company’s trust account (the “Trust Account”) for the benefit of each outstanding Class A ordinary share of the Company (“Public Share”) that was not redeemed in connection with the extension of the Company’s termination date from October 22, 2023 on a monthly basis up to six times until April 22, 2024.
The Company will deposit $258,970.53 per month into the Trust Account, which equates to $0.015 per remaining Public Share, for each calendar month (commencing on October 23, 2023 and on the 23rd day of each subsequent month) until April 22, 2024, or portion thereof, that is needed to complete an initial business combination, for up to an aggregate of $1,553,823.18.
The Note bears no interest and is repayable in full upon the earlier of (a) the date of the consummation of the Company’s initial business combination, and (b) the date of the liquidation of the Company.
The issuance of the Note was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
The foregoing description is qualified in its entirety by reference to the Note, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation Under an Off-balance Sheet Arrangement of a Registrant. |
The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The disclosure contained in Item 5.07 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 19, 2023, the Company held an extraordinary general meeting in lieu of an annual general meeting of shareholders (the “Meeting”). At the Meeting, the following proposals were considered and acted upon by the shareholders of the Company:
(a) a proposal to amend by special resolution the Company’s amended and restated memorandum and articles of association (the “Charter Amendment”) to extend the date by which the Company has to consummate an initial business combination from October 22, 2023 on a monthly basis up to six times until April 22, 2024 (or such earlier date as determined by the Company’s board of directors (the “Board”) in its sole discretion) (the “Extension Amendment Proposal”);
(b) a proposal to ratify by ordinary resolution the selection by the audit committee of the Board of WithumSmith+Brown, PC (“Withum”) to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023 (the “Auditor Ratification Proposal”);
(c) a proposal to re-elect, by ordinary resolution of the holders of the Class B ordinary shares of the Company, Thomas D. Hennessy as the first class director of the Board to hold office until the 2026 annual general meeting of the Company (the “Director Election Proposal”); and
(d) a proposal to approve, by ordinary resolution, the adjournment of the Meeting to a later date or dates or indefinitely, if necessary or convenient, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of any of the foregoing proposals (the “Adjournment Proposal”).
The number of votes cast for or against, as well as the number of abstentions as to each proposal, are set forth below.
| 1. | Extension Amendment Proposal |
For |
Against |
Abstain |
Broker Non-Votes | |||
| 34,515,517 | 250 | 55 | 960 |
Accordingly, the Extension Amendment Proposal was approved.
| 2. | Auditor Ratification Proposal |
For |
Against |
Abstain |
Broker Non-Votes | |||
| 34,488,422 | 5 | 28,355 | 0 |
Accordingly, the Auditor Ratification Proposal was approved.
| 3. | Director Election Proposal |
For |
Against |
Abstain |
Broker Non-Votes | |||
| 7,918,450 | 0 | 0 | 0 |
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Accordingly, the Director Election Proposal was approved.
As there were sufficient votes at the time of the Meeting to approve each of the above proposals, the Adjournment Proposal, which had been previously voted on by proxy, was not presented to shareholders at the Meeting.
Shareholders holding 17,235,298 of the Company’s public shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $180.9 million (approximately $10.49 per share) will be removed from the Trust Account to pay such holders.
The Company filed the Charter Amendment with the Cayman Islands Registrar of Companies on October 19, 2023. A copy of the Charter Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit |
Description | |
| 3.1 | Amendments to the Amended and Restated Memorandum and Articles of Association of the Company | |
| 10.1 | Promissory Note Issued to TortoiseEcofin Sponsor III LLC, dated October 20, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: October 23, 2023
| TORTOISEECOFIN ACQUISITION CORP. III | ||
| By: | /s/ Vincent T. Cubbage | |
| Name: | Vincent T. Cubbage | |
| Title: | Chief Executive Officer | |
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