| COMMITMENTS AND CONTINGENCIES |
NOTE 5. COMMITMENTS AND CONTINGENCIES The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares), and any Class A ordinary shares held by the Company’s initial shareholders and HCGP at the completion of the Initial Public Offering or acquired prior to or in connection with a Business Combination, are entitled to registration rights pursuant to a registration rights agreement entered into on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Company’s completion of its Business Combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares held by the initial shareholders, in accordance with the letter agreement the Company’s initial shareholders entered into, (ii) in the case of the Founder Shares held by the Anchor Investors, in accordance with the investment agreements entered into by and among the Company, the Sponsor and the Anchor Investors and (iii) in the case of the Private Placement Warrants, 30 days after the completion of the Company’s Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 4,500,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters purchased the Units subject to the over-allotment option in full on July 27, 2021. The underwriters were entitled to underwriting commissions of $0.20 per Unit, or $6.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $10.5 million in the aggregate, will be payable to the underwriters for deferred underwriting commissions. The deferred commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. In connection with the consummation of the Over-Allotment on July 27, 2021, the underwriters were paid an additional fee of $900,000, and approximately $1.6 million in additional deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. On July 17, 2023, three of the four underwriters for the Company’s Initial Public Offering, consisting of Barclays Capital Inc., Goldman Sachs & Co. LLC and Academy Securities, Inc., agreed to waive all rights to their respective portion of the underwriting commissions (or approximately $9.96 million of the total $12.075 million of the underwriting commissions) with respect to the Transactions with One Energy. One of the underwriters had further agreed to waive all rights to their respective portion of the underwriting commissions (approximately $4.83 million) with respect to the Transactions with One Energy or to any future Business Combination. Deferred Legal Fees Associated with the Initial Public Offering and Certain Other Matters The Company entered into an engagement letter to obtain legal advisory services, pursuant to which the Company’s legal counsel agreed to defer half of their fees associated with the Initial Public Offering until the closing of a Business Combination and has agreed to the deferral of certain other legal expenses in connection with the Business Combination. As of June 30, 2024 and December 31, 2023, the Company recorded an aggregate of approximately $174,000 for such deferred legal fees in the accompanying condensed consolidated balance sheets. Various social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics), may also contribute to increased market volatility and economic uncertainties or deterioration in the United States and worldwide. Specifically, the military conflicts in Ukraine and in the Middle East, and resulting market volatility, could adversely affect the Company’s ability to complete a Business Combination. In response to the conflicts between Russia and Ukraine, the United States and other countries have imposed sanctions or other restrictive actions against Russia. Any of the above factors, including sanctions, export controls, tariffs, trade wars and other governmental actions, could have a material adverse effect on the Company’s ability to complete a Business Combination and the value of the Company’s securities. Business Combination with One Energy Amended and Restated Business Combination Agreement On February 14, 2024, the Company entered into an Amended and Restated Business Combination Agreement (as amended, the “Business Combination Agreement”) with One Energy, Pubco, TRTL III First Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“TRTL Merger Sub”), OEE Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Pubco (“Company Merger Sub” and together with TRTL Merger Sub, the “Merger Subs”), which amends, restates and supersedes the Business Combination Agreement, dated August 14, 2023, entered into by the Company, One Energy, and TRTL III Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company. It is proposed that, at the Closing of the Transactions, Pubco will change its name to “One Power Company.” Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, (i) at least one day prior to the Closing of the Transactions, the Company will transfer by way of continuation out of the Cayman Islands and into the State of Delaware to re-domicile and become a Delaware corporation (the “Domestication”), (ii) following the Domestication, TRTL Merger Sub will merge with and into the Company, with the Company continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “TRTL Merger”), in connection with which all of the existing securities of the Company will be exchanged for rights to receive securities of Pubco as follows: (a) each share of TRTL common stock, par value $0.0001 per share, outstanding immediately prior to the effective time of the TRTL Merger shall automatically convert into one share of common stock, par value $0.0001 per share, issued by Pubco (“Pubco Common Shares”) and one contingent share right (“CSR”), entitling the holder to a contingent future right, subject to satisfaction of certain trading price-based conditions, to receive a portion of certain Pubco Common Shares otherwise deliverable at the Closing of the Transactions contemplated by the Business Combination Agreement to the founder and Chief Executive Officer of One Energy, as further described below (except with regard to holders of Class B ordinary shares of TRTL, par value $0.0001 per share, that have waived their rights to receive CSRs for their Class B ordinary shares or Class A ordinary shares of the Company, par value $0.0001 per share, issued upon conversion of their Class B ordinary shares) and (b) each warrant to purchase the Company’s Class A ordinary shares shall automatically convert into one warrant to purchase Pubco Common Shares on substantially the same terms and conditions; (iii) prior to the Company Merger, One Energy shall cause the holders of all of its issued and outstanding convertible instruments (other than the options to be assumed by Pubco in connection with the Business Combination) (“Company Convertible Securities”) to either exchange or convert all of their issued and outstanding Company Convertible Securities for shares of One Energy common stock (including any accrued or declared but unpaid dividends) at the applicable conversion ratio set forth in One Energy’s governing documents or the terms of the applicable instruments (the “Company Exchanges”); (iv) promptly following the Company Exchanges, Company Merger Sub will merge with and into One Energy, with One Energy continuing as the surviving entity and a wholly-owned subsidiary of Pubco (the “Company Merger”), pursuant to which, other than dissenting shares, if any, (a) all One Energy common stock issued and outstanding immediately prior to the effective time of the Company Merger (after giving effect to the Company Exchanges) will be cancelled and converted into the right to receive such number of Pubco Common Shares as shall be determined in accordance with an allocation schedule (the “Allocation Schedule”) to be delivered prior and as a condition to Closing pursuant to the terms of the Business Combination Agreement (all such shares, collectively, the “Aggregate Common Share Consideration”), and (b) all issued and outstanding shares of One Energy preferred stock, par value $0.0001 per share, if any such shares remain outstanding as of immediately prior to the effective time of the Company Merger (after giving effect to the Company Exchanges) will be canceled and converted into the right to receive one share of preferred stock of Pubco, par value $0.0001 per share, subject to the Allocation. On April 19, 2024, the Company held the Second Extension Meeting at which shareholders approved an amendment to the Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate an initial Business Combination from April 22, 2024 on a monthly basis up to six times until October 22, 2024 (or such earlier date as determined by the Board). The Sponsor agreed that it or its designee would deposit $310,396.26 per month into the Trust Account, for each calendar month (commencing on April 23, 2024 and on the 23rd day of each subsequent month) until October 22, 2024, or portion thereof, that is needed to complete an initial Business Combination. As a result, the date by which the Company must consummate its Business Combination was extended from April 22, 2024 to October 22, 2024. In connection with the Second Extension Meeting, shareholders holding 1,744,889 Public Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account. As a result, approximately $18.9 million (approximately $10.85 per share) was removed from the Trust Account to pay such holders. In connection with the Second Extension Meeting, to extend the date by which the Company must consummate an initial Business Combination from April 22, 2024, on a monthly basis, up to six times until October 22, 2024 (or such earlier date as determined by the Board), the Company entered into several agreements as further described herein. Additionally, also in connection with the Second Extension Meeting and the Month-to-Month Extension payments, including the Sponsor’s obligations in respect thereof, on April 25, 2024, the Company, the Sponsor, One Energy and a third-party investor (the “April 2024 Investor”) entered into a subscription agreement (the “April 2024 Subscription Agreement”). Pursuant to the April 2024 Subscription Agreement, the April 2024 Investor agreed to contribute $400,000 to the Sponsor as a capital contribution (the “April 2024 Capital Contribution”), which April 2024 Capital Contribution will generally be treated as part of the April 17, 2024 SPAC Loan and was loaned by the Sponsor to the Company for working capital expenses and extensions as described above. In consideration of such April 2024 Capital Contribution, the Subscription Agreement contemplates that the Investor will receive, upon consummation, if any, of the proposed Transactions, 200,000 shares (the “April 2024 Subscription Shares”) of Pubco. The April 2024 Subscription Shares will be issued within two business days after the Closing and will have certain registration rights described in the April 2024 Subscription Agreement. Under the terms of the April 2024 Subscription Agreement, following the Company’s repayment of the amount of the April 2024 Capital Contribution to the Sponsor, the Sponsor, in turn, shall pay an amount equal to the April 2024 Capital Contribution to the April 2024 Investor, within five business days of the Closing (the “Return of Capital”). In addition, within seven days of the Closing, Pubco will pay the Investor an additional one-time cash payment in the aggregate amount of $200,000 (the “Cash Payment”). In the event that the Company or the Sponsor defaults in its obligations regarding the Return of Capital or Cash Payment under the April 2024 Subscription Agreement for a period of 30 business days following written notice to Pubco, Pubco shall cause to be issued to the Investor 800,000 shares of One Energy common stock, with registration rights, within three business days after receipt of the written notice on default, subject to certain limits. Furthermore, in the event the Transactions are completed and a mandatory trigger of One Energy’s Series A preferred stock occurs prior to the Closing under the terms of the Certificate of Incorporation of One Energy, the April 2024 Investor will have a one-time option to cause Pubco to repurchase up to 600,000 shares of common stock owned by the April 2024 Investor as a result of private purchases of One Energy’ Series A shares prior to the Closing of the Transactions, at $10.00 per share, which option is exercisable within the first thirty trading days following the completion of the Transactions. If the Transactions are not completed, the April 2024 Subscription Agreement provides that One Energy will issue to the April 2024 Investor the number of shares of One Energy common stock equal to the principal amount of its April 2024 Capital Contribution at a price that values One Energy at its most recent private company equity valuation. If One Energy’s shares of common stock are not listed on a national securities exchange by December 31, 2026, the April 2024 Investor will also have a one-time option to cause One Energy to redeem all of the One Energy shares then-owned by the Investor that are a direct result from the April 2024 Subscription Agreement for an amount equal to the product of (x) 1.05 and (y) the April 2024 Capital Contribution. On May 13, 2024, the Company, One Energy, Pubco and the Merger Subs entered into the First Amendment to the Business Combination Agreement (“Amendment No. 1”), which reflects the following changes and adjustments relative to the terms set forth in the Business Combination Agreement: (i) a reduction in the number of Pubco Common Shares issuable to the Sponsor, if any, upon the Closing of the proposed Transactions (the “Sponsor Earnout Shares”) that will, for a period after the Closing, be subject to certain contingent forfeiture terms from 1,750,000 Pubco Common Shares to 500,000 Pubco Common Shares, (ii) the receipt of additional loans contributed to the Company by the Sponsor and (iii) the removal from the Business Combination Agreement of the condition to the Closing that the Company, at the Closing, have at least $ 5,000,001 of net tangible assets. The “Revised Lock-Up Terms” are the provisions in the Amended and Restated Sponsor Letter Agreement which reflect that, subject to certain exceptions, the Sponsor and each Class B Holder have agreed not to transfer any of the 7,187,500 Class B ordinary shares purchased by the Sponsor in February 2021 until, in the context of the proposed Transactions, the earlier of (i) two years after the Closing Date, (ii) the first date after the Closing Date when the volume-weighted average share price of Pubco Common Shares as displayed on Pubco’s page on Bloomberg (or any successor service) in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on the applicable trading day equals or exceeds $15.00 per share (as adjusted for share splits, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-day trading period commencing at least 120 days after the Closing and (iii) the date after the Closing Date when Pubco consummates a liquidation, merger, share exchange or other similar transaction resulting in Pubco shareholders having the right to exchange shares of Pubco for other property. In addition to the base consideration paid at the Closing, for the period of time commencing 90 days after the Closing and ending on the 5-year anniversary of the Closing (“One Energy Earnout Period”), One Energy Stockholders will have the right to earn additional Pubco-Common Shares upon the following terms:
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On the date on which the daily volume-weighted average share price of Pubco Common Shares (“VWAP”) is greater than $ for any trading days out of consecutive trading days, a one-time issuance of Pubco Common Shares; and |
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On the date on which the VWAP is greater than $ for any trading days out of consecutive trading days, a one-time issuance of Pubco Common Shares of the Company. | If, during the One Energy Earnout Period there is a change of control transaction in which Pubco or its stockholders have the right to receive consideration implying a value per share (as agreed in good faith by the Board) that is greater than or equal to the applicable VWAP prices specified above, any applicable earnout shares that have not previously been issued will be issued to the One Energy stockholders. Amended and Restated Sponsor Letter Agreement In connection with the execution of the Business Combination Agreement, the Sponsor entered into a sponsor letter agreement (as amended, the “Original Sponsor Letter Agreement”) with the Company and One Energy, pursuant to which the Sponsor and each of the Company shareholders party thereto agreed to (a) vote in favor of the Business Combination Agreement and the Transactions, (b) not transfer their shares of the Company during the period between the signing of the Business Combination Agreement and the Closing, (c) waive any adjustment to the conversion ratio set forth in the governing documents of the Company or any other anti-dilution or similar protection with respect to their shares of the Company, and (d) subject 1,750,000 of their shares of the Company to potential vesting and forfeiture based on a stock price based earnout over at two-year period, with an early release if the TRTL VWAP exceeds $ 12.00 per share over 20 out of any 30 consecutive trading days, during such period after Closing. Contemporaneously with the execution of Amendment No. 1, the Sponsor entered into an Amended and Restated Sponsor Letter Agreement, dated as of May 13, 2024 (the “Amended and Restated Sponsor Letter Agreement”) with Pubco, the Company, One Energy and certain holders of Class B ordinary shares of the Company (the “Class B Holders,” excluding qualified institutional buyers and institutional accredited investors who purchased Class B ordinary shares in connection with the Initial Public Offering), which amended, restated and replaced the Original Sponsor Letter Agreement. Pursuant to the Amended and Restated Sponsor Letter Agreement, (i) Pubco, which was not a party to the Original Sponsor Letter Agreement, became a party to the agreement and (ii) references to the Company’s Class A ordinary shares were replaced with references to Pubco Common Shares. Additionally, the Class B Holders agreed, together with the Company and Pubco, solely for the limited purposes of applicable provisions, that, effective as of the date of the Closing (the “Closing Date”), the original lock-up terms applicable to the Sponsor and each other relevant party under the terms of the letter agreement dated July 19, 2021, between the Company, the Sponsor and the other parties thereto entered into at the time of the Initial Public Offering would be extended to the Revised Lock-Up Terms (as defined above). Amended and Restated Stockholder Support Agreement In connection with the execution of the Business Combination Agreement, Jereme Kent, CAS Ohio LLC and RES Ohio LLC (collectively, the “Supporting Company Stockholders”) entered into a stockholder support agreement (the “Original Stockholder Support Agreement”), pursuant to which, among other things, each such Supporting Company Stockholder agreed to, (a) support and vote in favor of the Business Combination Agreement and the ancillary documents to which One Energy is or will be a party and the Transactions, (b) not transfer their One Energy shares during the interim period prior to the Closing, and (c) take, or cause to be taken, any actions necessary or advisable to cause certain agreements to be terminated effective as of the Closing. Contemporaneously with the execution of Amendment No. 1, the Company entered into an Amended and Restated Stockholder Support Agreement, dated as of May 13, 2024 (the “Amended and Restated Stockholder Support Agreement”) with Pubco, and the Supporting Company Stockholders, which superseded the Original Stockholder Support Agreement. Pursuant to the Amended and Restated Support Agreement, Pubco, which was not a party to the Original Stockholder Support Agreement, became a party to the Amended and Restated Support Agreement. Registration Rights Agreement Prior to the Closing, the Sponsor and certain One Energy stockholders will enter into an amended and restated registration rights agreement (the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Sponsor and certain other shareholders of the Company and certain One Energy stockholders shall have registration rights that will obligate the Company to register for resale under the Securities Act all or any portion of the (i) ordinary shares of the Company issued to the One Energy stockholders as Transaction Consideration Shares, (ii) the ordinary shares of the Company held by the Sponsor and other legacy shareholders of the Company, (iii) the ordinary shares of the Company issued upon conversion of the ordinary shares of the Company in connection with the Merger, and (iv) the ordinary shares of the Company issuable upon exercise of all warrants held by the Company shareholders (together with any capital shares or other securities issued as a dividend or distribution with respect thereto or in exchange therefor, the “Registrable Securities”). Pursuant to the Registration Rights Agreement, among other things, the Company shall prepare and file a shelf resale registration statement with respect to the registrable securities under the Registration Rights Agreement no later than 60 calendar days prior to the expiration of the applicable post-Closing lock-up period. The Company shareholders who hold a majority in interest of the Registrable Securities held by the legacy shareholders of the Company or One Energy stockholders who hold a majority in interest of the Registrable securities held by the legacy One Energy stockholders, will be entitled under the Registration Rights Agreement to make a written demand for registration under the Securities Act of all or part of their Registrable Securities. Subject to certain exceptions, if any time after the Closing, the Company proposes to file a registration statement under the Securities Act with respect to its securities, under the Registration Rights Agreement, the Company shall give notice to the Company shareholders holding Registrable Securities and the One Energy stockholders holding Registrable Securities, as to the proposed filing and offer them an opportunity to register the sale of such number of Registrable Securities as requested by them in writing, subject to customary cut-backs. In addition, subject to certain exceptions, the Company shareholders and the One Energy stockholders holding Registrable Securities will be entitled under the Registration Rights Agreement to request in writing that the Company register the resale of any or all of such Registrable Securities on Form S-3 or F-3 and any similar short-form registration that may be available at such time. Under the Registration Rights Agreement, the Company will indemnify the holders of Registrable Securities and certain persons or entities related to them, such as their officers, directors, employees, agents and representatives, against any losses or damages resulting from any untrue statement or omission of a material fact in any registration statement or prospectus pursuant to which they sell Registrable Securities, unless such liability arose from their misstatement or omission, and the holders of Registrable Securities, including Registrable Securities in any registration statement or prospectus, will agree to indemnify the Company and certain persons or entities related to the Company, such as its officers and directors and underwriters, against all losses caused by their misstatements or omissions in those documents. Contingent Stock Rights Agreement Prior to or in connection with the Closing, the Company, the Sponsor, Jereme Kent and Continental Stock Transfer & Trust Company will enter into a contingent stock rights agreement, pursuant to which Jereme Kent will deposit 5.5 million of the shares of the Company he will receive as consideration in the Transactions into an escrow account to provide certain contingent stock rights to PIPE investors and/or to public shareholders of the Company who do not redeem their shares of the Company in connection with the Transactions, in the event that the post-closing trading price of the combined public company does not equal or exceed a daily VWAP of $12.00 per share over 20 out of any 30 consecutive trading days, during the two-year period after Closing. Loan and Transfer Agreements On April 11, 2024, the Company entered into the April 2024 Loan and Transfer Agreements with Sponsor, One Energy One Energy and the April 11, 2024 Lenders, pursuant to which the April 11, 2024 Lenders agreed to loan an aggregate of $350,000 to the Sponsor and the Sponsor intends to loan such amount to the Company. Neither the April 11, 2024 Loan nor the April 11, 2024 SPAC Loan will accrue any interest. The Sponsor and the Company are jointly responsible for the payment of the principal amount of the April 11, 2024 Loan within five business days of the completion of the Transactions with One Energy. In addition, within five business days of the completion of the Transactions with One Energy, One Energy will pay the April 11, 2024 Lenders an additional one-time cash payment in the aggregate amount of $175,000. As additional consideration for the April 11, 2024 Lenders making the April 11, 2024 Loan available to the Sponsor, the Sponsor agreed to transfer to the April 11, 2024 Lenders an aggregate of 175,000 Class B ordinary shares of the Company upon the Closing of the Transactions with One Energy and the April 11, 2024 Lenders are entitled to certain registration rights with respect to those shares. If the Transactions with One Energy are not completed, One Energy will issue to each April 11, 2024 Lender the number of shares of its common stock equal to the principal amount of the April 11, 2024 Loan at a price that values One Energy at its most recent private company equity valuation. If One Energy’s shares of common stock are not listed on a national securities exchange by December 31, 2026, each April 11, 2024 Lender will also have a one-time option to cause One Energy to redeem all of their owned shares resulting from the agreement for an amount equal to the product of (x) 1.05 and (y) each April 11, 2024 Lender’s pro rata amount of the April 11, 2024 Loan. On April 17, 2024, the Company, One Energy and the April 17, 2024 Lenders entered into the April 2024 Loan and Transfer Agreements pursuant to which the April 17, 2024 Lenders, collectively, agreed to loan an aggregate of $350,000 to the Sponsor, which the Sponsor intended to loan to the Company, in each case in connection with the Second Extension Meeting and the Month-to-Month Extension payments. Neither the April 17, 2024 Loan nor the April 17, 2024 SPAC Loan will accrue interest. Pursuant to the terms of the April 2024 Loan and Transfer Agreements, each April 17, 2024 Lender is required to pay its respective portion of the April 17, 2024 Loan to the Sponsor by April 19, 2024, or such other date as the parties may agree in writing (the “April 17, 2024 Loan Closing Date”); the April 17, 2024 SPAC Loan will be paid by the Sponsor to the Company immediately following the April 17, 2024 Loan Closing Date. The Sponsor shall repay each Lender within five business days of the date of the Closing of the Company’s proposed Transactions with One Energy that is the subject of the Amended and Restated Business Combination Agreement between the Company and One Energy dated as of February 14, 2024. In addition, within five business days of the Closing, One Energy will pay the April 17, 2024 Lenders an additional one-time cash payment in the aggregate amount of $175,000. As additional consideration for the April 17, 2024 Lenders providing the April 17, 2024 Loan, the Sponsor agreed to transfer to the April 17, 2024 Lenders an aggregate of 175,000 Class B ordinary shares of the Company upon the Closing and the April 17, 2024 Lenders are entitled to certain registration rights with respect to those shares. If the Transactions are not completed, the April 17, 2024 Loan and Transfer Agreements provide that One Energy will issue to each April 17, 2024 Lender the number of shares of One Energy common stock equal to the principal amount of its April 17, 2024 Loan at a price that values One Energy at its most recent private company equity valuation. If One Energy’s shares of common stock are not listed on a national securities exchange by December 31, 2026, each April 17, 2024 Lender will also have a one-time option to cause One Energy to redeem all of the One Energy shares then-owned by such April 17, 2024 Lender that are a direct result from the applicable April 2024 Loan and Transfer Agreement for an amount equal to the product of (x) 1.05 and (y) each April 17, 2024 Lender’s pro rata amount of the April 17, 2024 Loan. In connection with the Second Extension Meeting and the Extension payments, including the Sponsor’s obligations in respect thereof, on April 25, 2024, the Company and the April 2024 Investor entered into the April 2024 Subscription Agreement. Pursuant to the April 2024 Subscription Agreement, the April 2024 Investor agreed to contribute $400,000 to the Sponsor as the April 2024 Capital Contribution, which April 2024 Capital Contribution will generally be treated as part of the April 17, 2024 SPAC Loan, and was loaned by the Sponsor to the Company for working capital expenses and extensions as described above. In consideration of such April 2024 Capital Contribution, the Subscription Agreement contemplates that the Investor will receive, upon consummation, if any, of the proposed Transactions, 200,000 April 2024 Subscription Shares of Pubco. The April 2024 Subscription Shares will be issued within two business days after the Closing and will have certain registration rights described in the April 2024 Subscription Agreement. Under the terms of the April 2024 Subscription Agreement, following the Company’s repayment of the amount of the April 2024 Capital Contribution to the Sponsor, the Sponsor, in turn, shall pay an amount equal to the April 2024 Capital Contribution to the April 2024 Investor, within five business days of the Closing. In addition, within seven days of the Closing, Pubco will pay the Investor an additional one-time Cash Payment in the aggregate amount of$200,000. In the event that the Company or the Sponsor defaults in its obligations regarding the Return of Capital or Cash Payment under the April 2024 Subscription Agreement for a period of 30 business days following written notice to Pubco, Pubco shall cause to be issued to the Investor 800,000 shares of One Energy common stock, with registration rights, within three business days after receipt of the written notice on default, subject to certain limits. Furthermore, in the event the Transactions are completed and a mandatory trigger of One Energy’s Series A preferred stock occurs prior to the Closing under the terms of the Certificate of Incorporation of One Energy, the April 2024 Investor will have a one-time option to cause Pubco to repurchase up to 600,000 shares of common stock owned by the April 2024 Investor as a result of private purchases of One Energy’ Series A shares prior to the Closing of the Transactions, at $10.00 per share, which option is exercisable within the first thirty trading days following the completion of the Transactions. If the Transactions are not completed, the April 2024 Subscription Agreement provides that One Energy will issue to the April 2024 Investor the number of shares of One Energy common stock equal to the principal amount of its April 2024 Capital Contribution at a price that values One Energy at its most recent private company equity valuation. If One Energy’s shares of common stock are not listed on a national securities exchange by December 31, 2026, the April 2024 Investor will also have a one-time option to cause One Energy to redeem all of the One Energy shares then-owned by the Investor that are a direct result from the April 2024 Subscription Agreement for an amount equal to the product of (x) 1.05 and (y) the April 2024 Capital Contribution. In connection with the Second Extension Meeting and the Extension payments described above, including the Sponsor’s obligations in respect thereof, on June 6, 2024, the Company, the Sponsor and One Energy entered into the June 2024 Subscription Agreements with two June 2024 Investors. Pursuant to the June 2024 Subscription Agreements, the June 2024 Investors agreed to contribute an aggregate of $100,000 to the Sponsor as the June 2024 Capital Contribution, which will generally be treated as part of a loan made by the Sponsor to the Company and will be loaned by the Sponsor to the Company for working capital expenses and extensions, within two business days after the execution of the June 2024 Subscription Agreements. In consideration of such June 2024 Capital Contribution, the June 2024 Subscription Agreements contemplate that the June 2024 Investors will receive, upon consummation, if any, of the Transactions with One Energy, an aggregate of 50,000 June 2024 Subscription Shares of TRTL Holding Corp., a Delaware corporation and a wholly-owned subsidiary of the Company which, assuming consummation of the Transactions, will be Pubco after the Closing of the Transactions. The June 2024 Subscription Shares will be issued within two business days after the Closing and will have certain registration rights described in the June 2024 Subscription Agreements. Under the terms of the June 2024 Subscription Agreements, following the Company’s repayment of the amount of the June 2024 Capital Contribution to the Sponsor, the Sponsor, in turn, shall pay an amount equal to the June 2024 Capital Contribution to the June 2024 Investors, within five business days of the Closing. In addition, within seven days of the Closing, Pubco will pay the June 2024 Investors an additional one-time cash payment in the aggregate amount of $50,000. As of June 30, 2024, the Company had $310,396 outstanding under the June 2024 Subscription Agreements which is recorded as subscription agreements on the condensed consolidated balance sheets.
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