TortoiseEcofin Acquisition Corp. III (“TRTL”) (NYSE: TRTL), an
energy transition-focused special purpose acquisition company,
announced that TRTL Holding Corp., a Delaware corporation and
wholly-owned subsidiary of TRTL (“Pubco”), publicly filed a
registration statement on Form S-4 (the "Registration Statement")
with the U.S. Securities and Exchange Commission ("SEC") in
connection with TRTL’s proposed business combination (the “Business
Combination”) with One Energy Enterprises Inc. (“One Energy”),
responding to the SEC’s comments on the draft registration
statement previously filed confidentially.
After the proposed Business Combination is consummated (the
“Closing”), Pubco, which will be renamed One Power Company (“One
Power”) at Closing, will continue the business of One Energy and is
expected to be listed on the New York Stock Exchange under the
ticker symbol “ONE”. The proposed Business Combination is expected
to close in the second half of 2024, subject to satisfaction (or
waiver, as applicable) of closing conditions which include, without
limitation, approval by TRTL's shareholders and One Energy's
stockholders.
Established in 2009, One Energy is a vertically integrated
industrial power solutions provider located in Findlay, Ohio. One
Energy specializes in developing, constructing, owning, and
operating state-of-the-art, behind-the-meter power solutions,
including wind energy, for well-known industrial clients under
long-term take-or-pay contracts.
About TortoiseEcofin Acquisition Corp. III
TortoiseEcofin Acquisition Corp. III, Cayman Islands exempted
company, was formed for the purpose of effecting a merger,
amalgamation, share exchange, asset acquisition, share purchase,
reorganization or similar business combination.
About One Energy
One Energy Enterprises Inc. (One Energy) is an industrial power
company and the largest installer of on-site, behind-the-meter,
wind energy in the United States. Recognizing that many large
energy consumers want alternatives to legacy utilities, One Energy
has developed modern energy services intended to help customers
control cost and risk, such as Wind for Industry® and Managed High
Voltage®, both elements of One Energy’s plans to build a
customer-centric grid of the future. Founded in 2009, One Energy is
headquartered in Findlay, Ohio, and currently has approximately 75
employees.
Additional Information and Where to Find It
In connection with the proposed Business Combination, on May 13,
2024, Pubco publicly filed 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 Securities and Exchange
Commission (“SEC”), which includes a preliminary proxy statement
and a prospectus in connection with the Business Combination.
SHAREHOLDERS OF TRTL AND ONE ENERGY AND OTHER INTERESTED PERSONS
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 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.
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 (also referred to herein as the “Proposed
Transaction”). 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, in addition to the information
contained in the Registration Statement, 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 Proposed
Transaction, which may, in some cases, be different from those of
shareholders generally, is set forth in the Registration Statement.
These documents can be obtained free of charge from the source
indicated above.
No Offer or Solicitation
This communication shall not constitute a solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the Proposed Transaction. This communication 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 communication 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
Proposed Transaction, future financial condition and performance of
One Energy or Pubco and expected financial impacts of the Proposed
Transaction (including future revenue, profits, proceeds, pro forma
enterprise value and cash balance), the satisfaction of Closing
conditions to the Proposed Transaction, financing transactions, if
any, related to the Proposed Transaction, 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 communication, including,
without limitation: (i) the risk that the Proposed Transaction 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
Proposed Transaction 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 Proposed Transaction, 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 Proposed
Transaction, (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 Proposed Transaction on One
Energy's business relationships, operating results, and business
generally, (vii) risks that the Proposed Transaction 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
Proposed Transaction, (ix) the ability to maintain the listing of
TRTL’s securities on the 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 Proposed Transaction, 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 to be filed
by Pubco in connection with the Proposed Transaction 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 communication furnished herewith has been prepared for use
by TRTL and One Energy in connection with the Proposed Transaction.
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 communication. 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 the
this communication (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 the communication and,
accordingly, neither of them expressed any opinion or provided any
other form of assurances with respect thereto for the purposes of
the communication.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20240514799600/en/
For Investors: John Ragozzino Jr., CFA ICR, Inc.
OnePowerIR@icrinc.com
For Media: Matt Dallas ICR, Inc. OnePowerPR@icrinc.com
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