TORTOISEECOFIN ACQUISITION CORP. III Other Events, Financial Statements and Exhibits (form 8-K/A)

Item 8.01 Other Events.

On July 22, 2021, the Company completed its IPO of 30,000,000 units (the "Units"). On July 23, 2021, the underwriters exercised their over-allotment option in full and on July 27, 2021, the underwriters purchased an additional 4,500,000 Units (the "Over-allotment Units"). Each Unit had an offering price of $10.00 and consists of one Public Share, and one-fourth of one redeemable warrant of the Company (each such whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to purchase one Public Share at a price of $11.50 per share.

On July 22, 2021, simultaneously with the closing of the IPO, the Company completed the private sale (the "Private Placement") of 6,333,333 warrants (the "Private Placement Warrants") at a purchase price of $1.50 per Private Placement Warrant to TortoiseEcofin Borrower LLC ("TortoiseEcofin Borrower"). On July 27, 2021, simultaneously with the sale of the Over-allotment Units, the Company completed the private sale of 600,000 warrants (the "Additional Private Placement Warrants") at a purchase price of $1.50 per warrant to TortoiseEcofin Borrower.

Of the net proceeds of the IPO (including the sale of the Over-allotment Units) and the sale of the Private Placement Warrants (including the sale of the Additional Private Placement Warrants), $345,000,000, including $12,075,000 of deferred underwriting discounts and commissions, has been deposited into a U.S. based trust account at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee. An audited balance sheet as of July 22, 2021 of the Company reflecting receipt of the proceeds upon the closing of the IPO and the Private Placement (excluding the Over-allotment Units and the Additional Private Placement Warrants) has been issued by the Company and is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description of Exhibits
   99.1         Audited Balance Sheet, as of July 22, 2021 (As Restated).
              Cover Page Interactive Data File (formatted as Inline XBRL and contained
    104       in Exhibit 101).




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