CO2 Energy Transition Corp. Files Amendment No. 2 to S-1 Registration Statement
Ticker: NOEMR · Form: S-1/A · Filed: Jan 9, 2024 · CIK: 1956648
Complexity: simple
Sentiment: neutral
Topics: S-1/A, Registration Statement, IPO, Securities Offering, CO2 Energy Transition Corp.
TL;DR
<b>CO2 Energy Transition Corp. has filed an S-1/A amendment, signaling progress towards a public offering of securities.</b>
AI Summary
CO2 Energy Transition Corp. (NOEMR) filed a Amended IPO Registration (S-1/A) with the SEC on January 9, 2024. CO2 Energy Transition Corp. filed an S-1/A registration statement amendment on January 9, 2024. The filing is Amendment No. 2 to the original registration statement (No. 333-269932). The company is incorporated in Delaware and its principal executive offices are located in Houston, Texas. Brady Rodgers is listed as President and Chief Executive Officer. The filing indicates the proposed sale of securities will commence as soon as practicable after the effective date.
Why It Matters
For investors and stakeholders tracking CO2 Energy Transition Corp., this filing contains several important signals. This amendment indicates the company is moving forward with its plans to become publicly traded, which could provide access to capital for growth. The S-1/A filing is a crucial step in the IPO process, requiring detailed disclosures about the company's business, financials, and risks.
Risk Assessment
Risk Level: low — CO2 Energy Transition Corp. shows low risk based on this filing. The filing is an S-1/A amendment, which is a procedural step in the registration process and does not contain new financial performance data or significant business updates that would alter the risk profile.
Analyst Insight
Monitor future filings for the effective date of the registration statement and details of the proposed offering.
Key Numbers
- 2024-01-09 — Filing Date (Date of filing Amendment No. 2)
- 333-269932 — Registration Number (SEC registration number for the offering)
- 6770 — SIC Code (Primary Standard Industrial Classification Code)
Key Players & Entities
- CO2 Energy Transition Corp. (company) — Registrant name
- Brady Rodgers (person) — President and Chief Executive Officer
- Loeb & Loeb LLP (company) — Legal counsel
- Olshan Frome Wolosky LLP (company) — Legal counsel
- 333-269932 (registration_number) — SEC file number
Forward-Looking Statements
- CO2 Energy Transition Corp. will complete its initial public offering within the next 6 months. (CO2 Energy Transition Corp.) — medium confidence, target: 2024-07-09
FAQ
When did CO2 Energy Transition Corp. file this S-1/A?
CO2 Energy Transition Corp. filed this Amended IPO Registration (S-1/A) with the SEC on January 9, 2024.
What is a S-1/A filing?
A S-1/A is a amendment to an IPO registration statement, typically incorporating SEC feedback. This particular S-1/A was filed by CO2 Energy Transition Corp. (NOEMR).
Where can I read the original S-1/A filing from CO2 Energy Transition Corp.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by CO2 Energy Transition Corp..
What are the key takeaways from CO2 Energy Transition Corp.'s S-1/A?
CO2 Energy Transition Corp. filed this S-1/A on January 9, 2024. Key takeaways: CO2 Energy Transition Corp. filed an S-1/A registration statement amendment on January 9, 2024.. The filing is Amendment No. 2 to the original registration statement (No. 333-269932).. The company is incorporated in Delaware and its principal executive offices are located in Houston, Texas..
Is CO2 Energy Transition Corp. a risky investment based on this filing?
Based on this S-1/A, CO2 Energy Transition Corp. presents a relatively low-risk profile. The filing is an S-1/A amendment, which is a procedural step in the registration process and does not contain new financial performance data or significant business updates that would alter the risk profile.
What should investors do after reading CO2 Energy Transition Corp.'s S-1/A?
Monitor future filings for the effective date of the registration statement and details of the proposed offering. The overall sentiment from this filing is neutral.
How does CO2 Energy Transition Corp. compare to its industry peers?
The filing pertains to a company seeking to become publicly traded, which involves navigating the SEC's registration process for securities offerings.
Are there regulatory concerns for CO2 Energy Transition Corp.?
The filing is made under the Securities Act of 1933, which governs the registration of securities.
Industry Context
The filing pertains to a company seeking to become publicly traded, which involves navigating the SEC's registration process for securities offerings.
Regulatory Implications
The filing is made under the Securities Act of 1933, which governs the registration of securities.
What Investors Should Do
- Review the full S-1/A filing for detailed business and financial information.
- Track subsequent SEC filings for updates on the registration statement's effectiveness.
- Analyze the final prospectus once available for specific offering terms and risks.
Key Dates
- 2024-01-09: Filing of Amendment No. 2 to S-1 Registration Statement — Indicates progress in the registration process for a public securities offering.
Year-Over-Year Comparison
This is Amendment No. 2 to the S-1 registration statement, indicating ongoing updates and refinements to the company's public offering disclosure.
Filing Stats: 4,252 words · 17 min read · ~14 pages · Grade level 15.5 · Accepted 2024-01-09 15:43:14
Key Financial Figures
- $60 — ARY 9 , 2024 PRELIMINARY PROSPECTUS $60 ,000,000 CO2 Energy Transition Corp.
- $10.00 — ies. Each unit has an offering price of $10.00 and consists of one share of our common
- $11.50 — share of our common stock at a price of $11.50 per share, subject to adjustment as pro
- $100,000 — account, including interest (less up to $100,000 of interest to pay dissolution expenses
- $0.0333 — -allotment option is exercised in full ($0.0333 per share in either case), on or prior
- $0.10 — #x00a0;     $0.10 per unit or $ 6 00,000 in the aggregate
- $0.30 — The discount includes $ 1,800 ,000, or $0.30 per unit, equal to 3.0% of the gross pr
- $10 — -allotment option is exercised in full ($10. 05 per unit), will be deposited into a
- $0.0001 — o shares of our common stock, par value $0.0001 per share; •   &
- $500 — r in New Climate Ventures. He has run a $500 million distressed debt hedge fu
Filing Documents
- fs12023a2_co2energy.htm (S-1/A) — 3877KB
- fs12023a2ex16-1_co2energy.htm (EX-16.1) — 3KB
- fs12023a2ex23-1_co2energy.htm (EX-23.1) — 2KB
- fs12023a2ex-fee_co2energy.htm (EX-FILING FEES) — 42KB
- 0001213900-24-002267.txt ( ) — 3925KB
Underwriting
Underwriting Discounts (1)   Proceeds, Before Expenses, to Us Per Unit   $ 10.00   $ 0.40   $ 9.60 Total   $ 6 0,000,000   $ 1,800,000   $ 57,600,000 ____________ (1)            $0.10 per unit or $ 6 00,000 in the aggregate (or $ 690 ,000 if the underwriters’ over -allotment option is exercised in full) is payable upon the closing of this offering. The discount includes $ 1,800 ,000, or $0.30 per unit, equal to 3.0% of the gross proceeds of this offering (or $ 2,070, 000 if the underwriters’ over -allotment option is exercised in full) payable to the underwriters as deferred underwriting discounts at the closing of our initial business combination from the funds to be placed in the trust account described below. The underwriters will also be entitled to 1.5% of the gross proceeds of this offering as underwriting discounts in the form of our shares at a price of $10.00 per share (the “Representative Shares”), to be issued at closing of this offering. Such funds will be released to the underwriters only upon consummation of an initial business combination, as described in this prospectus. If the business combination is not consummated, such deferred discounts will be forfeited by the underwriters. The underwriters will not be entitled to any interest accrued on the deferred underwriting discounts. See the section of this prospectus entitled “Underwriting” beginning on page 152 for a description of compensation and other items of value payable to the underwriters. Of the proceeds we receive from this offering and the sale of the private placement units described in this prospectus, $ 60,300 ,000, or $ 69,345 ,000 if the underwriters’ over -allotment option is exercised in full ($10. 05 per unit), will be deposited into a U.S. -based trust account at Bank o
RISK FACTORS
RISK FACTORS   33 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS   67
USE OF PROCEEDS
USE OF PROCEEDS   68 DIVIDEND POLICY   72
DILUTION
DILUTION   73 CAPITALIZATION   75 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   76 PROPOSED BUSINESS   82 MANAGEMENT   113 PRINCIPAL STOCKHOLDERS   124 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   127
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES   130 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS   142
UNDERWRITING
UNDERWRITING   152 LEGAL MATTERS   160 EXPERTS   160 WHERE YOU CAN FIND ADDITIONAL INFORMATION   160 INDEX TO FINANCIAL STATEMENTS   F-1 i Table of Contents SUMMARY This summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus carefully, including the information under “Risk Factors” and our financial statements and the related notes included elsewhere in this prospectus, before investing. CO2 Energy Transition Corp. is a blank check company, incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this prospectus as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target. While we may pursue an initial business combination target in any industry or geographic location, we intend to focus our search for a target business that capitalizes on our sponsor’s sector expertise, network and experience. Definitions Unless otherwise stated in this prospectus or the context otherwise requires, references to: •          “amended and restated certificate of incorporation” are to our amended and restated certificate of incorporation to be in effect upon completion of this offering; •          “common stock” are to shares of our common stock, par value $0.0001 per share; •          “directors” are to our current directors and