CO2 Energy Transition Corp. Files S-1/A Amendment

TL;DR

CO2 Energy Transition Corp. filed an S-1/A amendment on 8/22. Still working on their deal.

AI Summary

CO2 Energy Transition Corp. filed an S-1/A amendment on August 22, 2024, for its registration statement (No. 333-269932). The company, incorporated in Delaware, is involved in the 'Blank Checks' SIC code 6770 and has its principal executive offices at 1334 Brittmoore Rd, Suite 190, Houston, Texas. Brady Rodgers serves as President and Chief Executive Officer.

Why It Matters

This filing indicates ongoing regulatory activity and potential future public offerings for CO2 Energy Transition Corp., which could impact investors interested in the energy transition or special purpose acquisition companies.

Risk Assessment

Risk Level: medium — As a blank check company (SPAC), its success is highly dependent on identifying and completing a suitable business combination, which carries inherent risks.

Key Numbers

• 333-269932 — Registration Number (Identifies the specific SEC registration for this filing.)
• 6770 — SIC Code (Indicates the company operates in the 'Blank Checks' industry, typical for SPACs.)

Key Players & Entities

• CO2 Energy Transition Corp. (company) — Registrant
• 333-269932 (registration_number) — SEC Registration Number
• August 22, 2024 (date) — Filing Date
• 1334 Brittmoore Rd, Suite 190, Houston, Texas 77043 (address) — Principal Executive Offices
• Brady Rodgers (person) — President and Chief Executive Officer
• 6770 (sic_code) — Blank Checks SIC Code

FAQ

Key Financial Figures

• $60,000,000 — T 2 2 , 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&#x2019
• $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

• ea0200225-12.htm (S-1/A) — 3647KB
• ea020022512ex1-1_co2energy.htm (EX-1.1) — 277KB
• ea020022512ex10-2_co2energy.htm (EX-10.2) — 55KB
• ea020022512ex10-3_co2energy.htm (EX-10.3) — 88KB
• ea020022512ex23-1_co2energy.htm (EX-23.1) — 2KB
• 0001213900-24-071979.txt ( ) — 4070KB

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 151 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   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   123 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS   126

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES   129 UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS   141

UNDERWRITING

UNDERWRITING   151 LEGAL MATTERS   159 EXPERTS   159 WHERE YOU CAN FIND ADDITIONAL INFORMATION   159 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

View Full Filing

View this S-1/A filing on SEC EDGAR