TortoiseEcofin Acquisition Corp. III announced that it has entered into Loan and Transfer Agreement with retuning lender TortoiseEcofin Sponsor III LLC, new lender One Energy Enterprises Inc. and other parties to issue non convertible term loan for the gross proceeds of $1,000,000 on December 6, 2023. The Sponsor and the Company are jointly responsible for the payment of the principal amount of the Loan within five business days of the completion of the Company?s initial business combination with One Energy.

In addition, within five business days of the completion of the Business Combination, One Energy will pay the Lenders an additional one-time cash payment in the aggregate amount of $499,500. In addition, in the event the Business Combination is completed and a mandatory trigger of One Energy?s Series A preferred stock occurs, each Lender will have a one-time option to cause the combined publicly-listed company to repurchase up to 360,000 shares of Class A common stock, on an as-converted basis, owned by such Lender as a result of private purchases of One Energy? shares prior to the closing of the Business Combination at $10.00 per share, which option is exercisable within the first thirty trading days following the completion of the Business Combination.

As additional consideration for the Lenders making the Loan available to the Sponsor, the Sponsor agreed to transfer to the Lenders an aggregate of 499,500 Class B ordinary shares of the Company upon the closing of the Business Combination. Neither the Loan nor the SPAC Loan will accrue any interest.