If the Extension Amendment Proposal is not approved and the One Energy Business Combination
is not completed on or before the Prior Termination Date, October 22, 2024, as contemplated by and in accordance with the Memorandum and Articles of Association, the Company will (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Public Shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to fund the Companys Regulatory Withdrawals and/or to pay its income
taxes, and less up to $100,000 of interest to pay dissolution expenses, divided by the number of the then-outstanding Public Shares, which redemption will completely extinguish rights of the holders of such Public Shares (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Companys remaining shareholders and the Board, liquidate and dissolve, subject in
the case of clauses (ii) and (iii) to the Companys obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law.
Subject to the foregoing, the approval of the Extension Amendment Proposal requires a special resolution, being the affirmative vote of a
majority of at least two-thirds (2/3) of the votes cast by the holders of Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting.
Approval of the Adjournment Proposal (if put forth at the Meeting) requires an ordinary resolution under Cayman Islands law, being the
affirmative vote of a simple majority of the votes cast by the holders of the Ordinary Shares, voting as a single class, who, being entitled to do so, vote in person or by proxy at the Meeting. The Adjournment Proposal, if put forth and adopted,
will allow our Board to adjourn the Meeting to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will be put forth for a vote if the Company anticipates that there are not sufficient votes to approve the
Extension Amendment Proposal at the Meeting, and if put forth at the Meeting, the Adjournment Proposal will be the first and only proposal voted on and the Extension Amendment Proposal will not be submitted to the shareholders for a vote.
The Board has fixed the close of business on August 12, 2024 (the Record Date) as the date for determining the Companys
shareholders entitled to receive notice of and vote at the Meeting and any adjournment or postponement thereof. Only holders of record of Ordinary Shares on that date are entitled to have their votes counted at the Meeting or any adjournment or
postponement thereof. On the Record Date, there were 15,519,813 issued and outstanding Class A Ordinary Shares, and 8,625,000 issued and outstanding Class B Ordinary Shares. The Companys warrants do not have voting rights.
To exercise your redemption rights, you must tender your Public Shares to the Companys transfer agent at least two business days prior
to the Meeting. You may tender your Public Shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Companys (DTC) Deposit/Withdrawal At
Custodian (DWAC) system. If you hold your Public Shares in street name, you will need to instruct your bank, broker or other nominee to withdraw the Public Shares from your account in order to exercise your redemption rights.
A shareholder who is entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and vote instead of that
shareholder, and that such proxyholder need not be a shareholder of the Company.
This proxy statement contains important information
about the Meeting, the Extension Amendment Proposal and the Adjournment Proposal. Whether or not you plan to attend the Meeting, the Company urges you to read this material carefully and vote your shares.
This proxy statement is dated , 2024 and is first being mailed to shareholders on or about , 2024.
By Order of the Board of Directors of TortoiseEcofin Acquisition Corp. III
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Vincent T. Cubbage |
Chief Executive Officer |