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]
TortoiseEcofin Acquisition III(TRTL) - 2023 Q4 - Annual Report