425

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 22, 2024

TORTOISEECOFIN ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)

Cayman Islands

001-40633

98-1583266

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


195 US HWY 50, Suite 309
Zephyr Cove, NV		89448
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (239) 288-2275

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class		Trading Symbol(s)
Units, each consisting of one share of Class A Ordinary Share, $0.0001 par value, and one-fourth of one redeemable warrant		TRTUF
Class A Ordinary Shares included as part of the units		TRTLF
Redeemable warrants included as part of the units, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50		TRTWF

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.

Other Events.

On August 22, 2024, TortoiseEcofin Acquisition Corp. III, a Cayman Islands exempted company (the “Company”), issued a press release announcing its intent to liquidate as soon as practicable. A copy of the press release with respect to the liquidation is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

As previously disclosed, on July 25, 2024, the Company received a notice from One Energy Enterprises Inc. (“One Energy”) purporting to unilaterally terminate the Amended and Restated Business Combination Agreement, dated as of February 14, 2024, between the parties (the “Business Combination Agreement”), due to the suspension of the Company’s securities from trading on the New York Stock Exchange. The Company has responded to One Energy’s notice rejecting One Energy’s ability to terminate the proposed business combination (the “Business Combination”) under the terms of the Business Combination Agreement, and in the Company’s view, the Business Combination Agreement remains in effect. Although the Company is exploring all of its legal options, it does not expect that the Business Combination will be completed and does not intend to seek a business combination with another target.

In view of the foregoing, the Board of Directors of the Company has determined to liquidate the trust account and the Company’s sponsor will not make any further contributions to the Company’s trust account.

The Company expects to redeem all of its outstanding Class A ordinary shares for a pro rata amount of the principal and accrued interest in the trust account after the payment of taxes and dissolution expenses (the “Redemption Amount”). On or about the close of business on September 6, 2024, the Class A ordinary shares will be deemed canceled and will represent only the right to receive the Redemption Amount. The Redemption Amount will be payable to the holders of Class A ordinary shares through the facilities of Continental Stock Transfer & Trust Company, the Company’s transfer agent.

Item 9.01.

Financial Statements and Exhibits


Exhibit No.		Description

99.1		Press Release, dated August 22, 2024

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: August 22, 2024


TORTOISEECOFIN ACQUISITION CORP. III

By:		/s/ Vincent T. Cubbage
Name:		Vincent T. Cubbage
Title:		Chief Executive Officer

Exhibit 99.1

TortoiseEcofin Acquisition Corp. III Announces Intent to Liquidate

Zephyr Cove, NV, Aug. 22, 2024 (GLOBE NEWSWIRE) — TortoiseEcofin Acquisition Corp. III (the “Company”) (OTC: TRTUF) announced today that it intends to liquidate as soon as practicable and to return funds to holders of its Class A ordinary shares.

The Company expects to file a Form 15 to terminate its reporting obligations.

Forward-Looking Statements

This press release contains certain forward-looking statements that express the Company’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may,” “will” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this press release and include statements regarding the Company’s intentions, beliefs or current expectations concerning the Company’s performance, business and future events. Such forward-looking

statements are based on management’s expectations, beliefs and forecasts concerning future events impacting the Company. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. The forward-looking statements made in this press release speak only as of the date hereof and the Company disclaims any obligation, except as required by law, to provide updates, revisions or amendments to any forward-looking statements to reflect changes in the Company’s expectations or future events.

Contacts

TortoiseEcofin Acquisition Corp. III

195 US HWY 50, Suite 309

Zephyr Cove, NV 89448

Attn: Vincent T. Cubbage, Chief Executive Officer

Tel: (239) 288-2275