CUSIP No. 88675P103
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SCHEDULE 13D
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Page 2 of
10 Pages
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1
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NAMES OF REPORTING PERSONS
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Energy Growth Momentum GP II Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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||||
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||||
3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF (See Item 3)
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Guernsey
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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14,351,182 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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14,351,182 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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14,351,182 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||||
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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24.7% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1. |
This amount includes 9,333 shares of Common Stock (as defined herein) issuable upon the exercise of the Stock Option (as defined herein).
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2. |
Calculation is based on the sum of (i) 58,144,543 shares of Common Stock outstanding as of May 23, 2023, as reported by the Issuer in its Form 8-K, filed on May 30, 2023, plus (ii) the 9,333 shares of Common
Stock issuable upon exercise of the Stock Option, which have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No. 88675P103
|
SCHEDULE 13D
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Page 3 of
10 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Energy Growth Momentum II LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
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|||
|
|
||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
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||
WC (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Guernsey
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
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0
|
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|||
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||||
8
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SHARED VOTING POWER
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9,142,557 (1)
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||||
9
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SOLE DISPOSITIVE POWER
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0
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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9,142,557 (1)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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9,142,557 (1)
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|||
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||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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15.7% (2)
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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|||
|
|
1. |
This amount includes 9,333 shares of Common Stock issuable upon the exercise of the Stock Option.
|
2. |
Calculation is based on the sum of (i) 58,144,543 shares of Common Stock outstanding as of May 23, 2023, as reported by the Issuer in its Form 8-K, filed on May 30, 2023, plus (ii) the 9,333 shares of Common
Stock issuable upon exercise of the Stock Option, which have been added to the total shares of Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
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CUSIP No. 88675P103
|
SCHEDULE 13D
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Page 4 of
10 Pages
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1
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NAMES OF REPORTING PERSONS
|
|
|
||
Tigo SPV LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☐
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC (See Item 3)
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Guernsey
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
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SHARED VOTING POWER
|
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5,208,625
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|||
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||||
9
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SOLE DISPOSITIVE POWER
|
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0
|
|
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|||
|
|
||||
10
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SHARED DISPOSITIVE POWER
|
|
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5,208,625
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|||
|
|
||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
5,208,625
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|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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9.0% (1)
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|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
PN
|
|
|
|||
|
|
1. |
Calculation is based on 58,144,543 shares of Common Stock outstanding as of May 23, 2023, as reported by the Issuer in its Form 8-K, filed on May 30, 2023.
|
CUSIP No. 88675P103
|
SCHEDULE 13D
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Page 5 of
10 Pages
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Item 1. |
SECURITY AND ISSUER
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Item 2. |
IDENTITY AND BACKGROUND
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Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
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CUSIP No. 88675P103
|
SCHEDULE 13D
|
Page 6 of
10 Pages
|
Item 4. |
PURPOSE OF TRANSACTION
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CUSIP No. 88675P103
|
SCHEDULE 13D
|
Page 7 of
10 Pages
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Item 5. |
INTEREST IN SECURITIES OF THE ISSUER
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Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
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CUSIP No. 88675P103
|
SCHEDULE 13D
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Page 8 of
10 Pages
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Item 7. |
MATERIAL TO BE FILED AS EXHIBITS
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CUSIP No. 88675P103
|
SCHEDULE 13D
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Page 9 of
10 Pages
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Date: June 2, 2023
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Energy Growth Momentum GP II Limited
|
||
By:
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/s/ Mark Vidamour
|
|
Name:
|
Mark Vidamour
|
|
Title:
|
Director
|
Energy Growth Momentum II LP
|
||
By:
|
Energy Growth Momentum GP II Limited, its
general partner
|
|
By:
|
/s/ Mark Vidamour
|
|
Name:
|
Mark Vidamour
|
|
Title:
|
Director
|
Tigo SPV LP
|
||
By:
|
Energy Growth Momentum GP II Limited, its
general partner
|
|
By:
|
/s/ Mark Vidamour
|
|
Name:
|
Mark Vidamour
|
|
Title:
|
Director
|
CUSIP No. 88675P103
|
SCHEDULE 13D
|
Page 10 of
10 Pages
|
Energy Growth Momentum GP II Limited
|
||
By:
|
/s/ Mark Vidamour
|
|
Name:
|
Mark Vidamour
|
|
Title:
|
Director
|
Energy Growth Momentum II LP
|
||
By:
|
Energy Growth Momentum GP II Limited, its
general partner
|
|
By:
|
/s/ Mark Vidamour
|
|
Name:
|
Mark Vidamour
|
|
Title:
|
Director
|
Tigo SPV LP
|
||
By:
|
Energy Growth Momentum GP II Limited, its
general partner
|
|
By:
|
/s/ Mark Vidamour
|
|
Name:
|
Mark Vidamour
|
|
Title:
|
Director
|