CO2 Energy Transition Corp. Files Amendment to S-1 Registration Statement
Ticker: NOEMR · Form: S-1/A · Filed: Apr 9, 2024 · CIK: 1956648
Sentiment: neutral
Topics: S-1/A, Registration Statement, IPO, Securities Act of 1933, CO2 Energy Transition Corp.
TL;DR
<b>CO2 Energy Transition Corp. has filed an amendment to its S-1 registration statement, indicating preparations for 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 April 9, 2024. CO2 Energy Transition Corp. filed an amendment (Amendment No. 4) to its S-1 Registration Statement on April 9, 2024. The filing relates to the registration of securities under the Securities Act of 1933. The company's principal executive offices are located at 1334 Brittmoore Rd, Suite 190, Houston, Texas 77043. 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 signifies the company is moving forward with its plans to become publicly traded, which could provide access to capital for growth and operations. The S-1 filing is a crucial step for any company seeking to raise funds through an initial public offering (IPO), detailing its business, financials, and risks to potential investors.
Risk Assessment
Risk Level: low — CO2 Energy Transition Corp. shows low risk based on this filing. The filing is an amendment to an S-1 registration statement, which is a preliminary step before an IPO and does not contain specific financial performance data or operational updates that would indicate immediate risk.
Analyst Insight
Monitor for the effectiveness of the S-1 registration statement and subsequent IPO announcement for potential investment opportunities.
Key Numbers
- 4 — Amendment Number (Amendment No. 4 to Form S-1 Registration Statement)
- 333-269932 — SEC File Number (Registration No. 333-269932)
- 1933 — Securities Act Year (Under the Securities Act of 1933)
- 6770 — SIC Code (Primary Standard industrial Classification Code Number)
Key Players & Entities
- CO2 Energy Transition Corp. (company) — Registrant
- April 9, 2024 (date) — Filing date
- 333-269932 (other) — SEC File Number
- 1334 Brittmoore Rd, Suite 190, Houston, Texas 77043 (address) — Principal executive offices
- Brady Rodgers (person) — President and Chief Executive Officer
- Mitchell S. Nussbaum (person) — Copies to
- Loeb & Loeb LLP (company) — Legal counsel
- Spencer G. Feldman (person) — Copies to
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 April 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 April 9, 2024. Key takeaways: CO2 Energy Transition Corp. filed an amendment (Amendment No. 4) to its S-1 Registration Statement on April 9, 2024.. The filing relates to the registration of securities under the Securities Act of 1933.. The company's principal executive offices are located at 1334 Brittmoore Rd, Suite 190, Houston, Texas 77043..
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 amendment to an S-1 registration statement, which is a preliminary step before an IPO and does not contain specific financial performance data or operational updates that would indicate immediate risk.
What should investors do after reading CO2 Energy Transition Corp.'s S-1/A?
Monitor for the effectiveness of the S-1 registration statement and subsequent IPO announcement for potential investment opportunities. The overall sentiment from this filing is neutral.
How does CO2 Energy Transition Corp. compare to its industry peers?
The filing is related to the energy transition sector, though specific business operations are not detailed in this amendment.
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 offered to the public in the United States.
Risk Factors
- Registration Statement Effectiveness [medium — regulatory]: The effectiveness of the S-1 registration statement is required before securities can be sold to the public.
- Public Offering Risks [medium — financial]: The success of the proposed public offering and the subsequent trading of securities are subject to market conditions and investor demand.
Industry Context
The filing is related to the energy transition sector, though specific business operations are not detailed in this amendment.
Regulatory Implications
The filing is made under the Securities Act of 1933, which governs the registration of securities offered to the public in the United States.
What Investors Should Do
- Review the full S-1 registration statement for detailed business operations, financial projections, and risk factors.
- Monitor SEC filings for updates on the registration statement's effectiveness and any subsequent IPO announcements.
- Research the management team and any stated strategic initiatives of CO2 Energy Transition Corp.
Key Dates
- 2024-04-09: Filing of Amendment No. 4 to S-1 Registration Statement — Indicates progress towards a public offering.
Year-Over-Year Comparison
This is an amendment to a previous filing, indicating ongoing activity related to the company's public offering plans.
Filing Stats: 4,223 words · 17 min read · ~14 pages · Grade level 15.5 · Accepted 2024-04-09 15:31:11
Key Financial Figures
- $60,000,000 — RIL 9 , 2024 PRELIMINARY PROSPECTUS $60,000,000 CO2 Energy Transition Corp. 6,000,0
- $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
- $199,800 — account for each one -month extension, $199,800, or $229,770 if the underwriters’
- $229,770 — each one -month extension, $199,800, or $229,770 if the underwriters’ over -allot
- $0.0333 — -allotment option is exercised in full ($0.0333 per share in either case), on or prior
- $2,800,000 — a0;units at a price of $10.00 per unit ($2,800,000 in the aggregate) in a private placemen
- $0.10 — #x00a0;     $0.10 per unit or $600,000 in the aggregate (
- $600,000 — 00a0;   $0.10 per unit or $600,000 in the aggregate (or $690,000 if the un
- $690,000 — r unit or $600,000 in the aggregate (or $690,000 if the underwriters’ over -allot
- $1,800,000 — of this offering. The discount includes $1,800,000, or $0.30 per unit, equal to 3.0% of th
- $0.30 — g. The discount includes $1,800,000, or $0.30 per unit, equal to 3.0% of the gross pr
- $2,070,000 — the gross proceeds of this offering (or $2,070,000 if the underwriters’ over -allot
- $69,000,000 — bed in this prospectus, $60,000,000, or $69,000,000 if the underwriters’ over -allot
Filing Documents
- ea0200225-04.htm (S-1/A) — 3082KB
- ea020022504ex23-1_co2energy.htm (EX-23.1) — 2KB
- 0001213900-24-031554.txt ( ) — 3085KB
Underwriting
Underwriting Discounts (1)   Proceeds, Before Expenses, to Us Per Unit   $ 10.00   $ 0.40   $ 9.60 Total   $ 60,000,000   $ 2,400,000   $ 57,600,000 ____________ (1)            $0.10 per unit or $600,000 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 150 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, $60,000,000, or $69,000,000 if the underwriters’ over -allotment option is exercised in full ($10.00 per unit), will be deposited into a U.S. -based trust account at Bank of America, wit
RISK FACTORS
RISK FACTORS   32 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS   66
USE OF PROCEEDS
USE OF PROCEEDS   67 DIVIDEND POLICY   71
DILUTION
DILUTION   72 CAPITALIZATION   74 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS   75 PROPOSED BUSINESS   81 MANAGEMENT   112 PRINCIPAL STOCKHOLDERS   122 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   125
DESCRIPTION OF SECURITIES
DESCRIPTION OF SECURITIES   128 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS   140
UNDERWRITING
UNDERWRITING   150 LEGAL MATTERS   158 EXPERTS   158 WHERE YOU CAN FIND ADDITIONAL INFORMATION   158 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