UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
TORTOISEECOFIN
ACQUISITION CORP. III
(Name
of Issuer)
Class
A Ordinary Shares, par value $0.0001 per share
(Title of Class of Securities)
G8956E
109
(CUSIP Number)
July
20, 2023
(Date of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
(Continued
on the following pages)
| CUSIP No. G8956E
109 |
13G |
Page
2 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
TortoiseEcofin
Sponsor III LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a): ☐
(b):
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman
Islands |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,855,000
(1) |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,855,000
(1) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,000
(1) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☐ |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.6%
(2) |
| 12 |
TYPE
OF REPORTING PERSON
OO |
| |
|
|
|
|
| (1) | The
shares reported above represent Class B ordinary shares of the Issuer held of record by TortoiseEcofin Sponsor III LLC that are convertible
into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading “Description of Securities—Founder
Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253586). 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. |
| (2) | The
percentage set forth in Row 11 of this Cover Page is based on 34,500,000 Class A ordinary shares of the Issuer outstanding as of May
11, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11,
2023, and assuming the conversion of all of the Class B ordinary shares of the Issuer beneficially owned by the Reporting Person as set
forth in Row 9. |
| CUSIP No. G8956E
109 |
13G |
Page
3 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
Hennessy
Capital Growth Partners Fund I SPV V, LLC |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a):
☐
(b):
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,855,000
(1) |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,855,000
(1)(2) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,000
(1)(2) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ (2) |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.6%
(2)(3) |
| 12 |
TYPE
OF REPORTING PERSON
OO |
| |
|
|
|
|
| (1) | The
shares reported above represent Class B ordinary shares of the Issuer held of record by TortoiseEcofin Sponsor III LLC that are convertible
into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading “Description of Securities—Founder
Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253586). 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. |
| (2) | Excludes
an aggregate of 5,893,333 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants held by Hennessy Capital
Growth Partners Fund I SPV V, LLC and that are not presently exercisable. |
| (3) | The
percentage set forth in Row 11 of this Cover Page is based on 34,500,000 Class A ordinary shares of the Issuer outstanding as of May
11, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11,
2023, and assuming the conversion of all of the Class B ordinary shares of the Issuer beneficially owned by the Reporting Person as set
forth in Row 9. |
| CUSIP No. G8956E
109 |
13G |
Page
4 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
Hennessy
Capital Growth Partners Fund I, LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a):
☐
(b):
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,855,000
(1) |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,855,000
(1)(2) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,000
(1)(2) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ (2) |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.6%
(2)(3) |
| 12 |
TYPE
OF REPORTING PERSON
OO |
| |
|
|
|
|
| (1) | The
shares reported above represent Class B ordinary shares of the Issuer held of record by TortoiseEcofin Sponsor III LLC that are convertible
into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading “Description of Securities—Founder
Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253586). 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. |
| (2) | Excludes
an aggregate of 5,893,333 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants held by Hennessy Capital
Growth Partners Fund I SPV V, LLC and that are not presently exercisable. |
| (3) | The
percentage set forth in Row 11 of this Cover Page is based on 34,500,000 Class A ordinary shares of the Issuer outstanding as of May
11, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11,
2023, and assuming the conversion of all of the Class B ordinary shares of the Issuer beneficially owned by the Reporting Person as set
forth in Row 9. |
| CUSIP No. G8956E
109 |
13G |
Page
5 of 9 Pages |
| 1 |
NAME
OF REPORTING PERSON
Thomas
D. Hennessy |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a):
☐
(b):
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
5 |
SOLE
VOTING POWER
0 |
| 6 |
SHARED
VOTING POWER
6,855,000
(1) |
| 7 |
SOLE
DISPOSITIVE POWER
0 |
| 8 |
SHARED
DISPOSITIVE POWER
6,855,000
(1)(2) |
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,000
(1)(2) |
| 10 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
☒ (2) |
| 11 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
16.6%
(2)(3) |
| 12 |
TYPE
OF REPORTING PERSON
IN |
| |
|
|
|
|
| (1) | The
shares reported above represent Class B ordinary shares of the Issuer held of record by TortoiseEcofin Sponsor III LLC that are convertible
into Class A ordinary shares of the Issuer and have no expiration date, as described under the heading “Description of Securities—Founder
Shares” in the Issuer’s registration statement on Form S-1 (File No. 333-253586). 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. |
| (2) | Excludes
an aggregate of 5,893,333 Class A ordinary shares of the Issuer which may be issued upon the exercise of warrants held by Hennessy Capital
Growth Partners Fund I SPV V, LLC and that are not presently exercisable. |
| (3) | The
percentage set forth in Row 11 of this Cover Page is based on 34,500,000 Class A ordinary shares of the Issuer outstanding as of May
11, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 11,
2023, and assuming the conversion of all of the Class B ordinary shares of the Issuer beneficially owned by the Reporting Person as set
forth in Row 9. |
| CUSIP No. G8956E
109 |
13G |
Page
6 of 9 Pages |
EXPLANATORY
NOTE
This
Amendment No. 1 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 as a result of the acquisition of limited liability company interests in TortoiseEcofin Sponsor III
LLC by Hennessy Capital Growth Partners Fund I SPV V, LLC, as reported in the Current Report on Form 8-K filed by the Issuer on July
21, 2023.
This
Schedule 13G/A is being filed to report amendments to the Schedule 13G as filed with the Securities and Exchange Commission on January
21, 2022. Unless otherwise indicated herein, each capitalized term used but not otherwise defined herein shall have the meaning assigned
to such term in the 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 attached hereto as Exhibit 99.1, 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; |
| |
(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.
| CUSIP No. G8956E
109 |
13G |
Page
7 of 9 Pages |
Item
2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
195
US HWY 50, Suite 208, Zephyr Cove, NV 89448
Item
2(c). CITIZENSHIP:
| |
(i) |
TortoiseEcofin
Sponsor III LLC – Cayman Islands |
| |
(ii) |
Hennessy
Capital Growth Partners Fund I SPV V, LLC – Delaware |
| |
(iii) |
Hennessy
Capital Growth Partners Fund I, LP – Delaware |
| |
(iv) |
Thomas
D. Hennessy – United States |
Item
2(d). TITLE OF CLASS OF SECURITIES:
Class
A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”)
Item
2(e). CUSIP NUMBER:
G8956E
109
| CUSIP No. G8956E
109 |
13G |
Page
8 of 9 Pages |
Item
3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
Not
applicable.
Item
4. OWNERSHIP.
The
information required by Item 4 is set forth in Rows (5) – (11) of the cover page for each Reporting Person hereto and is incorporated
herein by reference for each such Reporting Person.
Item
5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not
applicable.
Item
6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not
applicable.
Item
7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY OR CONTROL PERSON.
Not
applicable.
Item
8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not
applicable.
Item
9. NOTICE OF DISSOLUTION OF GROUP.
Not
applicable.
Item
10. CERTIFICATION.
Not
applicable.
| CUSIP No. G8956E
109 |
13G |
Page
9 of 9 Pages |
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
August 7, 2023
| |
TORTOISEECOFIN
SPONSOR III LLC |
| |
|
| |
By: |
HENNESSY CAPITAL
GROWTH PARTNERS FUND I, LP, as the managing member of HENNESSY CAPITAL GROWTH PARTNERS FUND I SPV V, LLC, as the managing member
of TORTOISEECOFIN SPONSOR III LLC |
| |
By: |
/s/
Thomas D. Hennessy |
| |
Name: |
Thomas D. Hennessy |
| |
Title: |
General Partner |
| |
HENNESSY CAPITAL
GROWTH PARTNERS FUND I SPV V, LLC |
| |
|
| |
By: |
HENNESSY CAPITAL
GROWTH PARTNERS FUND I, LP, as the managing member of HENNESSY CAPITAL GROWTH PARTNERS FUND I SPV V, LLC |
| |
By: |
/s/
Thomas D. Hennessy |
| |
Name: |
Thomas D. Hennessy |
| |
Title: |
General Partner |
| |
HENNESSY CAPITAL GROWTH PARTNERS FUND I, LP |
| |
|
| |
By: |
/s/
Thomas D. Hennessy |
| |
Name: |
Thomas D. Hennessy |
| |
Title: |
General Partner |
| |
/s/ Thomas
D. Hennessy |
| |
Thomas D. Hennessy |
Exhibit
99.1
JOINT
FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A is filed on behalf of each of the undersigned and that
all subsequent amendments to this statement on Schedule 13G/A shall be filed on behalf of each of the undersigned without the necessity
of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such
amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not
be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.
Date:
August 7, 2023
| |
TORTOISEECOFIN
SPONSOR III LLC |
| |
|
| |
By: |
HENNESSY CAPITAL
GROWTH PARTNERS FUND I, LP, as the managing member of HENNESSY CAPITAL GROWTH PARTNERS FUND I SPV V, LLC, as the managing member
of TORTOISEECOFIN SPONSOR III LLC |
| |
By: |
/s/
Thomas D. Hennessy |
| |
Name: |
Thomas D. Hennessy |
| |
Title: |
General Partner |
| |
HENNESSY CAPITAL
GROWTH PARTNERS FUND I SPV V, LLC |
| |
|
| |
By: |
HENNESSY CAPITAL
GROWTH PARTNERS FUND I, LP, as the managing member of HENNESSY CAPITAL GROWTH PARTNERS FUND I SPV V, LLC |
| |
By: |
/s/
Thomas D. Hennessy |
| |
Name: |
Thomas D. Hennessy |
| |
Title: |
General Partner |
| |
HENNESSY CAPITAL GROWTH PARTNERS FUND I, LP |
| |
|
| |
By: |
/s/
Thomas D. Hennessy |
| |
Name: |
Thomas D. Hennessy |
| |
Title: |
General Partner |
| |
/s/ Thomas
D. Hennessy |
| |
Thomas D. Hennessy |
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