8-K 1 ea144864-8k_tortoiseecof3.htm CURRENT REPORT

 

 

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): July 22, 2021

 

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)   (I.R.S. Employer
Identification No.)

 

6363 College Boulevard
Overland Park, KS
  66211
(Address of principal executive offices)   (Zip Code)

 

(913) 981-1020
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)

 

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

 

Written communication 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)   Name of each exchange on which registered
Units, each consisting of one Class A
Ordinary Share, $0.0001 par value, and
one-fourth of one redeemable warrant
  TRTL.U   New York Stock Exchange
Class A Ordinary Shares included as part of the units   TRTL   New York Stock Exchange
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   TRTL WS   New York Stock Exchange

 

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 July 22, 2021, TortoiseEcofin Acquisition Corp. III (the “Company”) completed its initial public offering (the “IPO”) of 30,000,000 units (the “Units”). On July 23, 2021, the underwriters exercised their over-allotment option in full and on July 27, 2021, the underwriters purchased an additional 4,500,000 Units (the “Over-allotment Units”). Each Unit had an offering price of $10.00 and consists of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Class A Ordinary Share”), and one-fourth of one redeemable warrant of the Company (each such whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share.

 

On July 22, 2021, simultaneously with the closing of the IPO, the Company completed the private sale (the “Private Placement”) of 6,333,333 warrants (the “Private Placement Warrants”) at a purchase price of $1.50 per Private Placement Warrant to TortoiseEcofin Borrower LLC (“TortoiseEcofin Borrower”). On July 27, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed the private sale of 600,000 warrants (the “Additional Private Placement Warrants”) at a purchase price of $1.50 per warrant to TortoiseEcofin Borrower.

 

Of the net proceeds of the IPO (including the sale of the Over-allotment Units) and the sale of the Private Placement Warrants (including the sale of the Additional Private Placement Warrants), $345,000,000, including $12,075,000 of deferred underwriting discounts and commissions, has been deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. An audited balance sheet as of July 22, 2021 of the Company reflecting receipt of the proceeds upon the closing of the IPO and the Private Placement (excluding the Over-allotment Units and the Additional Private Placement Warrants) has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description of Exhibits
99.1   Audited Balance Sheet, as of July 22, 2021.

 

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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: July 28, 2021

 

    TORTOISEECOFIN ACQUISITION CORP. III
   
  By: /s/ Vincent T. Cubbage
  Name:  Vincent T. Cubbage
  Title: Chief Executive Officer

 

 

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