On August 15, 2023, One Energy Enterprises Inc. and TortoiseEcofin Acquisition Corp. III (NYSE: TRTL)
announced that they have entered into a definitive Business Combination Agreement for a business combination that would result in the combined Company (One Power) to be listed on the New York Stock Exchange under the ticker symbol ONEP.
About TortoiseEcofin Acquisition Corp. III
TortoiseEcofin Acquisition Corp. III was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination.
Additional Information and Where to Find It
In connection with the proposed transaction (the Proposed Transaction) between TortoiseEcofin Acquisition Corp. III (TRTL) and One
Energy Enterprises Inc. (One Energy, the business of which (referred to herein as One Power), after consummation, if any (the Closing) of the Proposed Transaction, will be the business of the Combined
Company, which is expected to be renamed One Power Company), which is the subject of the Agreement and Plan of Merger between TRTL, One Energy and certain other parties thereto (the Merger Agreement), TRTL intends to
file a registration statement on Form S-4 (as may be amended or supplemented from time to time, the Form S-4 or the Registration Statement) with
the U.S. Securities and Exchange Commission (the SEC), which will include a preliminary proxy statement and a prospectus in connection with the Proposed Transaction. SHAREHOLDERS OF TRTL ARE ADVISED TO READ, WHEN AVAILABLE, 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 SEC IN CONNECTION WITH THE PROPOSED TRANSACTION AS THEY BECOME AVAILABLE
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. HOWEVER, THIS DOCUMENT WILL NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE PROPOSED TRANSACTION. IT IS ALSO NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY
OTHER DECISION IN RESPECT OF THE PROPOSED TRANSACTION. 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 Proposed
Transaction. 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 SECs website at www.sec.gov.
TRTLs 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 SECs website at www.sec.gov.
Participants in the Solicitation
TRTL, One Energy and their respective directors and executive officers may be deemed participants in the solicitation of proxies of TRTLs shareholders in
connection with the Proposed Transaction. TRTLs 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 TRTLs final prospectus filed with the SEC on July 21, 2021, in connection with TRTLs initial public offering, TRTLs Annual Report on Form 10-K for the year ended
December 31, 2021, as filed with the SEC on March 24, 2022, TRTLs Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 22, 2023, and
TRTLs other filings with the SEC. A list of the names of such directors and executive officers and information regarding their interests in the Proposed Transaction, which may, in some cases, be different from those of shareholders generally,
will be set forth in the Registration Statement relating to the Proposed Transaction when it becomes available. These documents can be obtained free of charge from the source indicated above.