Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40633 TORTOISEECOFIN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Cayman Islands 98-1583 ...

Liquidity and Financial Position - The company had approximately $469,000 in operating cash and a working capital deficit of approximately $1,021,000 as of December 31, 2023[267][188] - The company's liquidity needs prior to the Initial Public Offering were satisfied through a $25,000 payment from the Sponsor and a $195,000 loan, which was fully repaid on July 22, 2021[268][189] - The company's management has determined that liquidity conditions and mandatory liquidation raise substantial doubt about its ability to continue as a going concern[191] Initial Public Offering (IPO) and Financing - The company generated gross proceeds of $300.0 million from the Initial Public Offering of 30,000,000 Units at $10.00 per Unit, with offering costs of approximately $28.3 million[183] - The company completed the sale of 6,333,333 Private Placement Warrants at $1.50 per warrant, generating proceeds of $9.5 million[184] - The underwriters were paid an underwriting discount of $0.20 per Unit, totaling approximately $6.0 million, upon the closing of the Initial Public Offering, with an additional $0.35 per Unit, or approximately $10.5 million, payable upon completion of an initial business combination[198] - The underwriters exercised their over-allotment option in full on July 23, 2021, purchasing 4,500,000 additional Units, generating gross proceeds of $45.0 million[199] - Three of the four underwriters waived their rights to approximately $9.96 million of the total $12.075 million underwriting commissions with respect to the One Energy Business Combination[201] Loans and Promissory Notes - The company issued a $500,000 promissory note on February 1, 2023, and borrowed $100,000, $50,000, and $185,000 on February 1, March 9, and May 9, 2023, respectively[190] - The company issued a $1,000,000 promissory note on July 19, 2023, and borrowed $100,000 and $280,000 on August 7 and August 18, 2023, respectively[190] Business Combination and Trust Account - The company entered into a Business Combination Agreement with One Energy on February 14, 2024, proposing to change the name to "One Power Company" upon closing[187] - The company filed an Extension Proxy Statement on February 29, 2024, to extend the Combination Period from April 22, 2024, to October 22, 2024[187] - The company instructed Continental to liquidate investments in the Trust Account on June 13, 2023, and hold the funds in an interest-bearing demand deposit account[192] Net Income and Expenses - Net income for the year ended December 31, 2023 was approximately $12.8 million, consisting of $13.9 million in interest income, $1.7 million in change in fair value of derivative warrant liabilities, and $205,000 in other income, offset by $2.96 million in general and administrative expenses[194] - Net income for the year ended December 31, 2022 was approximately $14.2 million, consisting of $11.0 million in change in fair value of derivative warrant liabilities and $5.0 million in interest income, offset by $1.7 million in general and administrative expenses[195] - The company recorded an aggregate of $174,000 for deferred legal fees as of December 31, 2023 and 2022[202] - The company incurred $120,000 in administrative support expenses for the years ended December 31, 2023 and 2022[203] - The company incurred $21,000 in out-of-pocket expenses for the year ended December 31, 2023, compared to $71,000 for the year ended December 31, 2022[205] Regulatory and Accounting Matters - The company does not have any off-balance sheet arrangements as of December 31, 2023[209] - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new or revised accounting standards[210]

Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-40633 TORTOISEECOFIN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Cayman Islands 98-1583266 (State or ...

FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TORTOISEECOFIN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) | Cayman Islands | 001-40633 | 98-1583266 | | --- | --- | --- | | (State or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TORTOISEECOFIN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) Cayman Islands 001-40633 98-1583266 (State or other jurisdiction of incorp ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 001-40633 TortoiseEcofin Acquisition Corp. III (Exact Name of Registrant as Specified in its Charter) | Cayman Islands | 98 ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TORTOISEECOFIN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) | Cayman Islands | 001-40633 | 98-1583266 | | --- | --- | --- | | (State or ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TORTOISEECOFIN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) | Cayman Islands | 001-40633 | 98-1583266 | | --- | --- | --- | | (State o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______ to ______ Commission File Number 001-40633 TortoiseEcofin Acquisition Corp. III | | | Name of each exchange on Which | | --- | --- | --- | | Title of each c ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to TORTOISEECOFIN ACQUISITION CORP. III (Exact Name of Registrant as Specified in its Charter) | Cayman Islands | 001-40633 | 98-1583266 | | --- | --- | --- | | (Sta ...