Material Event Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, TortoiseEcofin Acquisition Corp. III (the "Company") entered into that certain that Amended and Restated Business Combination Agreement, dated February 14, 2024 (as amended, the "Business Combination Agreement"), with One Energy Enterprises Inc. ("One Energy") and other parties named therein.

On August 29, 2024, the parties to the Business Combination Agreement and TortoiseEcofin Sponsor III LLC, the Company's sponsor, entered into a Settlement Agreement and Mutual Release (the "Settlement Agreement"), pursuant to which, the Business Combination Agreement was terminated. Pursuant to the Settlement Agreement, One Energy agreed to pay certain vendor expenses of the Company and to indemnify the Company against certain third-party claims. The Settlement Agreement also provides for a mutual release of claims among the parties and their affiliates.