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): June 6 24, 2024

TORTOISEECOFIN ACQUISITION CORP. III

(Exact name of registrant as specified in its charter)

Cayman Islands	001-40633	98-1583266
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
(State or other jurisdiction ofIncorporation or Organization)	(CommissionFile Number)	(I.R.S. EmployerIdentification No.)

195 US HWY 50, Suite 309Zephyr Cove, NV		89448
195 US HWY 50, Suite 208
Zephyr Cove, NV		89448
(Address of principal executive offices)		(Zip Code)

~~Registrant’s telephone number, including area code:~~ (913) 981-1020

~~195~~(Registrant’s UStelephone ~~HWY 50~~number, ~~Suite~~including ~~208~~area code)

~~Zephyr~~Not ~~Cove, NV 89448~~Applicable

(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~~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 share of 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 17.01 ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement~~Disclosure.

AsOn ~~previously~~June 24, ~~disclosed~~2024, ~~TortoiseEcofin~~One ~~Acquisition~~Energy ~~Corp~~Enterprises Inc. ~~III~~(“One Energy”), which is a ~~Cayman~~party ~~Islands~~to ~~exempted~~a ~~company~~previously ~~(the~~disclosed ~~“Company”),~~Amended ~~held~~and anRestated ~~extraordinary~~Business ~~meeting~~Combination ofAgreement, ~~its~~dated ~~shareholders~~as onof ~~April~~February 1914, 2024 (as amended, the “~~April~~Business ~~Extension~~Combination ~~Meeting~~Agreement”), towith ~~amend~~TortoiseEcofin ~~the~~Acquisition ~~Company’s~~Corp. ~~amended~~III ~~and restated memorandum and articles of association~~ (“~~Company Charter~~TRTL”), toamong ~~extend~~other ~~the~~parties, ~~date~~issued bya ~~which~~press release (the ~~Company~~“Press ~~must~~Release”) ~~consummate~~announcing anthe ~~initial~~selection ~~business~~of ~~combination~~Selena ~~from~~Cuffe ~~April 22,~~as ~~2024, on~~ a ~~monthly~~nominee ~~basis (each such monthly extension, if pursued, a “Month-~~to~~-Month Extension”),~~ upjoin tothe ~~six~~board ~~times~~of ~~until~~directors ~~October 22,~~of ~~2024~~the ~~(or~~surviving ~~such~~public ~~earlier~~company ~~date~~after ~~as determined by~~ the ~~Company’s~~proposed ~~board~~business ofcombination ~~directors)~~transaction (the “~~April~~Business ~~Extension~~Combination”). Inthat ~~connection~~is ~~with~~ the ~~April~~subject ~~Extension~~of ~~Meeting~~the ~~and~~Business ~~April~~Combination ~~Extension,~~Agreement ~~TortoiseEcofin~~is ~~Sponsor~~consummated. ~~III~~Assuming ~~LLC,~~ the ~~Company’s~~closing ~~sponsor~~of (the ~~“Sponsor”),~~proposed ~~has~~Business ~~agreed~~Combination, tothe ~~deposit~~surviving ~~into~~public ~~the~~company ~~trust~~is ~~account~~expected ~~established~~to inbe ~~connection~~renamed ~~with~~One ~~the~~Power Company’s. ~~initial~~A ~~public~~copy ~~offering~~of (the ~~“Trust~~Press ~~Account”)~~Release ~~$0.02 per share for each public share that~~ is ~~not~~furnished ~~redeemed~~as inExhibit ~~connection~~99.1 ~~with each Month-~~to~~-Month Extension~~ ~~utilized~~this byCurrent ~~the~~Report ~~Company~~on inForm ~~accordance~~8-K ~~with the Company Charter~~ (~~such~~this ~~payments, the~~ “~~Month-to-Month Extension~~Current ~~Payments~~Report”).

InThe ~~connection~~foregoing ~~with the April Extension Meeting and the Month-to-Month Extension Payments described above,~~ (including the Sponsor’s obligations in respect thereof, on June 6, 2024, the Company, the Sponsor and One Energy Enterprises Inc. (“One Energy”) entered into subscription agreements (the “Subscription Agreements”) with two third-party investors (the “Investors”) substantially in the form attached as Exhibit 1099.1) ~~hereto, which~~ is ~~incorporated~~being ~~herein~~furnished bypursuant ~~reference. Pursuant~~ to ~~the~~Item ~~Subscription~~7.01 ~~Agreements,~~and ~~the Investors agreed to contribute an aggregate of $100,000 to the Sponsor as a capital contribution (the “Capital Contribution”), which Capital Contribution~~ will ~~generally~~not be ~~treated~~deemed ~~as part of a loan made by the Sponsor~~ to ~~the Company and will~~ be ~~loaned~~filed ~~by the Sponsor to the Company~~ for ~~working~~purposes ~~capital expenses and extensions, within two business days after the execution~~ of ~~the~~Section 18 ~~Subscription Agreements. In consideration~~ of ~~such Capital Contribution,~~ the ~~Subscription~~Securities ~~Agreements~~Exchange ~~contemplate~~Act ~~that the Investors will receive, upon consummation, if any,~~ of ~~the proposed business combination with One Energy (the “Business Combination”)~~1934, anas ~~aggregate~~amended ~~of 50,000 shares~~ (the “~~Subscription~~Exchange ~~Shares~~Act”) ~~of issued by TRTL Holding Corp.~~, aor ~~wholly-owned~~otherwise ~~subsidiary of the Company which, assuming consummation of the proposed Business Combination, will~~ be ~~the go-forward public~~subject ~~company~~to ~~(“Pubco”) after~~ the ~~closing~~liabilities of ~~the~~that ~~Business~~section, ~~Combination~~nor ~~(the “DeSPAC Closing”). The Subscription Shares~~ will it be ~~issued~~deemed within two business days after the DeSPAC Closing and will have certain registration rights described in the Subscription Agreements. Under the terms of the Subscription Agreements, following the Company’s repayment of the amount of the Capital Contribution to ~~the~~be ~~Sponsor,~~incorporated ~~the~~by ~~Sponsor,~~reference in ~~turn,~~any ~~shall~~filing ~~pay~~under ~~an amount equal to~~ the ~~Capital~~Securities ~~Contribution~~Act ~~to the Investors, within five business days~~ of ~~the~~1933 ~~DeSPAC Closing~~ (the “~~Return~~Securities ~~of Capital~~Act”)~~. In addition~~, ~~within~~as ~~seven days of the DeSPAC Closing~~amended, ~~Pubco~~or ~~will pay~~ the ~~Investors an aggregate~~Exchange ~~of additional one-time cash payment in the aggregate amount of $50,000 (the “Cash Payment”)~~Act.

~~Furthermore,~~Item in9.01. ~~the~~Financial ~~event~~Statements ~~the Business Combination is completed~~ and a mandatory trigger of One Energy’s Series A preferred stock occurs prior to the DeSPAC Closing under the terms of the Certificate of Incorporation of One Energy, the Investors will have a one-time option to cause Pubco to repurchase up to an aggregate of 240,000 shares of common stock owned by the Investors as a result of private purchases of One Energy’ Series A shares prior to the closing of the Business Combination, at $10Exhibits.~~00 per share, which option is exercisable within the first thirty trading days following the completion of the Business Combination.~~

If the Business Combination is not completed, the Subscription Agreements provide that One Energy will issue to the Investors the number of shares of One Energy common stock equal to the principal amount of their Capital Contributions at a price that values One Energy at its most recent private company equity valuation. If One Energy’s shares of common stock are not listed on a national securities exchange by December 31, 2026, the Investors will also have a one-time option to cause One Energy to redeem all of the One Energy shares then-owned by the Investors that are a direct result from the Subscription Agreements for an amount equal to the product of (xd) ~~1.05 and (y) the Capital Contribution.~~Exhibits

The foregoing description is qualified in its entirety by reference to the terms and conditions of the Subscription Agreements, the form of which is attached as Exhibit 10.1 hereto, which is incorporated herein by reference.


99.1		Press Release, dated June 24, 2024.

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

~~Item~~IMPORTANT ~~2.03~~LEGAL ~~Creation~~INFORMATION ~~of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.~~

~~The~~Additional ~~disclosure~~Information ~~set~~and ~~forth~~Where ~~above~~to inFind ~~Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.~~It

~~Item~~In 9connection with the Business Combination, TRTL Holding Corp.01, a Delaware corporation and wholly-owned subsidiary of TRTL (“Pubco”), has filed a Registration Statement on Form S-4 (as may be amended or supplemented from time to time, the “Registration Statement”). ~~Exhibits~~SHAREHOLDERS OF TRTL AND ONE ENERGY AND OTHER INTERESTED PERSONS ARE ADVISED TO READ, THE PRELIMINARY PROXY STATEMENT, ANY AMENDMENTS THERETO, THE DEFINITIVE PROXY STATEMENT, THE PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT TRTL, ONE ENERGY, PUBCO AND THE BUSINESS COMBINATION. HOWEVER, THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE BUSINESS COMBINATION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE BUSINESS COMBINATION. When available, the definitive proxy statement and other relevant documents will be mailed to the shareholders of TRTL as of a record date to be established for voting on the Business Combination. Shareholders and other interested persons will also be able to obtain copies of the preliminary proxy statement, the definitive proxy statement, the Registration Statement, and other documents filed by TRTL with the SEC that will be incorporated by reference therein, without charge, once available, at the SEC’s website at www.sec.gov.

ExhibitNumber		Description of Exhibit
10.1		Form of Subscription Agreement.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

TRTL’s shareholders will also be able to obtain a copy of such documents, without charge, by directing a request to: TortoiseEcofin Acquisition Corp. III, 195 US HWY 50, Suite 208, Zephyr Cove, NV 89448; e-mail: IR@trtlspac.com. These documents, once available, can also be obtained, without charge, at the SEC’s website at www.sec.gov.

Participants in the Solicitation

TRTL, One Energy, Pubco, and their respective directors and executive officers may be deemed participants in the solicitation of proxies of TRTL’s shareholders in connection with the Business Combination. TRTL’s shareholders and other interested persons may obtain more detailed information regarding the names, affiliations and interests of certain of TRTL executive officers and directors in the solicitation by reading TRTL’s final prospectus filed with the SEC on July 21, 2021, in connection with TRTL’s initial public offering, TRTL’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 24, 2022, TRTL’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 22, 2023, TRTL’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024, and TRTL’s other filings with the SEC. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination, which may, in some cases, be different from those of shareholders generally, are set forth in the Registration Statement relating to the Business Combination when it becomes available. These documents can be obtained free of charge from the source indicated above.

No Offer or Solicitation

This Current Report shall not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.

Forward-Looking Statements

This report may contain forward-looking statements for purposes of the “safe harbor” provisions under the United States Private Securities Litigation Reform Act of 1995. Any statements other than statements of historical fact contained herein are forward-looking statements. Such forward-looking statements include, but are not limited to, expectations, hopes, beliefs, intentions, plans, prospects, financial results or strategies regarding One Energy, Pubco and the Business Combination and the future held by the respective management teams of TRTL or One Energy, the anticipated benefits and the anticipated timing of the Business Combination, future financial condition and performance of One Energy or Pubco and expected financial impacts of the Business Combination (including future revenue, profits, proceeds, pro forma enterprise value and cash balance), the satisfaction of Closing conditions to the Business Combination, financing transactions, if any, related to the Business Combination, the level of redemptions by TRTL’s public shareholders and the expected future performance and market opportunities of One Energy or Pubco. These forward-looking statements generally are identified by the words “anticipate,” “believe,” “could,” “expect,” “estimate,” “future,” “intend,” “may,” “might,” “strategy,” “opportunity,” “plan,” “project,” “possible,” “potential,” “project,” “predict,” “scales,” “representative of,” “valuation,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks and uncertainties. Many factors could cause actual future events to differ materially from the forward-looking statements in this report, including, without limitation: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of TRTL’s securities, (ii) the risk that the Business Combination may not be completed by TRTL’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by TRTL, (iii) the failure to satisfy the conditions to the consummation of the Business Combination, including the requirements that the Business Combination Agreement and the transactions contemplated thereby be approved by the shareholders of TRTL and by the stockholders of One Energy, respectively, (iv) the failure to obtain regulatory approvals and any other third party consents, as applicable, as may be required to consummate the Business Combination, (v) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement, or that redemptions by TRTL public shareholders may exceed expectations, (vi) the effect of the announcement or pendency of the Business Combination on One Energy’s business relationships, operating results, and business generally, (vii) risks that the Business Combination disrupts current plans and operations of One Energy, (viii) the outcome of any legal proceedings that may be instituted against One Energy or against TRTL related to the Business Combination Agreement or the Business Combination, (ix) the ability to maintain the listing of TRTL’s securities on New York Stock Exchange, (x) changes in the competitive market in which One Energy operates, variations in performance across competitors, changes in laws and regulations affecting One Energy’s business and changes in the capital structure of Pubco after the Closing, (xi) the ability to implement business plans, growth, marketplace, customer pipeline and other expectations after the completion of the Business Combination, and identify and realize additional opportunities, (xii) the potential inability of One Energy to achieve its business and growth plans, (xiii) the ability of One Energy to enforce its current material contracts or to secure long-term or other committed contracts with new or existing customers on terms favorable to One Energy, (xiv) the risk that One Energy will need to raise additional capital to execute its business plans, which may not be available on acceptable terms or at all, (xv) the risk that One Energy experiences difficulties in managing its growth and expanding operations, (xvi) the risk of One Energy’s cyber security measures being unable to prevent hacking or disruption to One Energy’s customers, and (xvii) the risk of economic downturn, increased competition, a changing of energy regulatory landscape and related impacts that could occur in the highly competitive energy market, including, among other things, that One Energy will not meet milestones for funding its ongoing and future project pipeline. The foregoing list of factors is not exhaustive. Recipients should carefully consider such factors and the other risks and uncertainties described and to be described in the “Risk Factors” section of TRTL’s initial public offering prospectus filed with the SEC on July 21, 2021, TRTL’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 24, 2022, TRTL’s Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 22, 2023, TRTL’s Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024, and subsequent periodic reports filed by TRTL with the SEC, the Registration Statement and other documents filed or to be filed by TRTL or Pubco from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking

statements speak only as of the date they are made. Recipients are cautioned not to put undue reliance on forward-looking statements, and neither One Energy nor TRTL assume any obligation to, nor intend to, update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law. Neither One Energy nor TRTL gives any assurance that either One Energy or TRTL, or Pubco, will achieve its expectations.

Information Sources; No Representations

The report furnished herewith has been prepared for use by TRTL and One Energy in connection with the Business Combination. The information therein does not purport to be all-inclusive. The information therein is derived from various internal and external sources, with all information relating to the business, past performance, results of operations and financial condition of TRTL derived entirely from TRTL and all information relating to the business, past performance, results of operations and financial condition of One Energy or Pubco, after the Closing, are derived entirely from One Energy. No representation is made as to the reasonableness of the assumptions made with respect to the information therein, or to the accuracy or completeness of any projections or modeling or any other information contained therein. Any data on past performance or modeling contained therein is not an indication as to future performance.

No representations or warranties, express or implied, are given in respect of this report. To the fullest extent permitted by law in no circumstances will TRTL, One Energy, or Pubco, or any of their respective subsidiaries, affiliates, shareholders, representatives, partners, directors, officers, employees, advisors or agents, be responsible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this report (including without limitation any projections or models), any omissions, reliance on information contained within it, or on opinions communicated in relation thereto or otherwise arising in connection therewith, which information relating in any way to the operations of One Energy or the prospective operations of One Energy has been derived, directly or indirectly, exclusively from One Energy and has not been independently verified by TRTL or any other party. Neither the independent auditors of TRTL nor the independent auditors of One Energy audited, reviewed, compiled or performed any procedures with respect to any projections or models for the purpose of their inclusion in this report and, accordingly, neither of them expressed any opinion or provided any other form of assurances with respect thereto for the purposes of this report.

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: June 1224, 2024


TORTOISEECOFIN ACQUISITION CORP. III

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

Filing Compare · TortoiseEcofin Acquisition Corp. III