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| CUSIP No. G8956E 109 |
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13G |
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Page
6
of 9 Pages |
EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13G (this “Schedule 13G/A”) is filed on behalf of TortoiseEcofin Sponsor III LLC, a Cayman Islands limited
liability company, Hennessy Capital Growth Partners Fund I SPV V, LLC, a Delaware limited liability company, Hennessy Capital Growth Partners Fund I, LP, a Delaware limited partnership, and Thomas D. Hennessy (collectively, the “Reporting
Persons”). This Schedule 13G/A is being filed for the purpose of updating the ownership percentage of the Reporting Persons reported in the Schedule 13G filed by the Reporting Persons with the U.S. Securities and Exchange Commission (the
“SEC”) on January 21, 2022, as amended on August 7, 2023 (the “Original Schedule 13G”) as a result of the redemption of approximately 17,235,298 Class A ordinary shares of the Issuer, as reported in the Current
Report on Form 8-K filed by the Issuer with the SEC on October 24, 2023.
Unless otherwise indicated herein,
each capitalized term used but not otherwise defined herein shall have the meaning assigned to such term in the Original Schedule 13G.
Item 1(a).
NAME OF ISSUER:
TortoiseEcofin Acquisition Corp. III (the “Issuer”)
Item 1(b). ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES:
195 US HWY 50, Suite 208, Zephyr Cove, NV 89448
Item 2(a). NAME OF PERSON FILING:
This Schedule 13G is being jointly filed pursuant to a Joint Filing Agreement by the following entities, all of whom are together referred to
herein as the “Reporting Persons”:
| (i) |
TortoiseEcofin Sponsor III LLC, a Cayman Islands limited liability company; |
| (ii) |
Hennessy Capital Growth Partners Fund I SPV V, LLC, a Delaware limited liability company;
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| (iii) |
Hennessy Capital Growth Partners Fund I, LP, a Delaware limited partnership; and |
| (iv) |
Thomas D. Hennessy, a citizen of the United States of America. |
TortoiseEcofin Sponsor III LLC is the record holder of the Class B ordinary shares reported herein. Hennessy Capital Growth Partners Fund
I SPV V, LLC is the managing member of TortoiseEcofin Sponsor III LLC. Hennessy Capital Growth Partners Fund I, LP is the managing member of Hennessy Capital Growth Partners Fund I SPV V, LLC, and Thomas D. Hennessy is the general partner of
Hennessy Capital Growth Partners Fund I, LP. Accordingly, Hennessy Capital Growth Partners Fund I SPV V, LLC, Hennessy Capital Growth Partners Fund I, LP and Thomas D. Hennessy may be deemed to have or share beneficial ownership of the Class B
ordinary shares held directly by TortoiseEcofin Sponsor III LLC.
Information with respect to each Reporting Person is given solely by
such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or
Section 13(g) of the Exchange Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.