Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant
- Symbol
- ETSS U
- Exchange
- NYSE
- Classification
- UNIT
- Status
- Current
Current Report · Items 1.01, 3.02, 5.02, 5.03, 8.01, 9.01 · 8-K
Energy Transition Special Opportunities
Entry into a Material Definitive Agreement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year · Other Events
Item 1.01. Entry into a Material Definitive Agreement. On May 14, 2026, the registration statement on Form S-1 (File No. 333-290458) (the “Registration Statement”) relating to the initial public offering (the “Offering”) of Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), was declared effective by the U.S. Securities and Exchange Commission.…
Company context
Current securities
Recent company filings
Registered securities in this filing
Energy Transition Special Opportunities · 8-K · Filed 2026-05-19
Class A ordinary shares, par value $0.0001 per share
- Symbol
- ETSS
- Exchange
- NYSE
- Classification
- COMMON
- Status
- Current
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
- Symbol
- ETSS WS
- Exchange
- NYSE
- Classification
- WARRANT
- Status
- Current
Disclosure sections
Item 1.01Item 1.01 - Entry into Material Agreement
Item
1.01. Entry into a Material Definitive Agreement.
On
May 14, 2026, the registration statement on Form S-1 (File No. 333-290458) (the “Registration Statement”) relating to the
initial public offering (the “Offering”) of Energy Transition Special Opportunities, a Cayman Islands exempted company (the
“Company”), was declared effective by the U.S. Securities and Exchange Commission.
On
May 18, 2026, the Company consummated the Offering of 15,000,000 units (the “Units”). Each Unit consists of one Class A ordinary
share, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant (each, a “Warrant”),
each whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share,
subject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.
In
connection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to
the Registration Statement:
An
Underwriting Agreement, dated May 14, 2026, between the Company and Company and Cohen &
Company Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”),
a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Report”)
and incorporated herein by reference;
A
Warrant Agreement, dated May 14, 2026, between the Company and Continental Stock Transfer
and Trust Company (“CST”), as warrant agent, a copy of which is filed as
Exhibit 4.1 to this Report and incorporated herein by reference;
An
Insider Letter Agreement, dated May 14, 2026, among the Company, its directors and officers
and Climate Transition Special Opportunities SPAC I LP (the “Sponsor”), a copy
of which is filed as Exhibit 10.1 to this Report and incorporated herein by reference;
An
Investment Management Trust Agreement, dated May 14, 2026, between the Company and CST, as
trustee, a copy of which is filed as Exhibit 10.2 to this Report and incorporated herein
by reference;
A
Registration Rights Agreement, dated May 14, 2026, among the Company and certain security
holders, a copy of which is filed as Exhibit 10.3 to this Report and incorporated herein
by reference;
A
Private Placement Warrants Purchase Agreement, dated May 14, 2026, between the Company and
the Sponsor, a copy of which is filed as Exhibit 10.4 to this Report and incorporated herein
by reference;
A
Private Placement Warrants Purchase Agreement, dated May 14, 2026, between the Company and
the Representative, a copy of which is filed as Exhibit 10.5 to this Report and incorporated
herein by reference;
An
Administrative Services Agreement, dated May 14, 2026, between the Company and the Sponsor,
a copy of which is filed as Exhibit 10.6 to this Report and incorporated herein by reference;
and
Indemnity
Agreements, each dated May 14, 2026, between the Company and each director and executive
officer of the Company (the “Indemnity Agreements”), the form of which is filed
as Exhibit 10.7 to this Report and incorporated herein by reference.
Item 3.02Item 3.02 - Unregistered Sales of Equity
Item
3.02. Unregistered Sales of Equity Securities.
On
May 18, 2026, simultaneously with the consummation of the Offering, the Company consummated the private placement of 3,500,000 warrants
to the Sponsor and an aggregate of 1,875,000 warrants to the Representative (collectively, the “Private Placement Warrants”)
at a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,375,000 (the “Private Placement”). No
underwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public
transaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act
in reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Warrants are identical to the Warrants, except that so
long as they are held by the initial purchasers or their permitted transferees, they (i) may not (including the underlying securities),
subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s
initial business combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by the
Representative and/or their designees, will not be exercisable more than five years from the commencement of sales in the Offering in
accordance with FINRA Rule 5110(g)(8).
Item 5.02Item 5.02 - Departure/Election of Directors
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Effective
as of May 14, 2026, the following individuals were appointed to the board of directors (the “Board”) of the Company: Gary
Julien, Emily Kreps, and Sheryl Schwartz. Additional information regarding, among other things, each individual’s background, board
committee membership and compensatory arrangements is contained in the Registration Statement and is incorporated herein by reference.
On
May 14, 2026, in connection with their appointments to the Board, each of the members of the Board entered into the Letter Agreement
as well as an Indemnity Agreement with the Company filed, respectively, as Exhibits 10.1 and 10.7, herewith.
Item 5.03Item 5.03 - Amendments to Articles/Bylaws
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
May 14, 2026, the Company filed its amended and restated memorandum and articles of association (the “Amended Articles”)
with the Registrar of Companies in the Cayman Islands. Among other things, the Amended Articles authorize the issuance of up to (i) 500,000,000
Class A Ordinary Shares, (ii) 50,000,000 Class B ordinary shares, par value $0.0001 per share, and (iii) 1,000,000 preference shares,
par value $0.0001 per share. The terms of the Amended Articles are set forth in the Registration Statement and are incorporated herein
by reference. The foregoing description of the Amended Articles is qualified in its entirety by reference to the full text of the Amended
Articles, a copy of which is filed as Exhibit 3.1 to this Report and incorporated herein by reference.
Item 8.01Item 8.01 - Other Events
Item
8.01. Other Events.
A
total of $150,750,000 ($10.05 per Unit) of the net proceeds from the Offering and the
Private Placement was placed in a trust account established for the benefit of the Company’s public shareholders (the
“Trust Account”), with CST acting as trustee. Except with respect to interest earned on the funds held in the Trust
Account that may be released to the Company for permitted withdrawals (including for working capital expenses) and up to $100,000 of
interest to pay liquidation expenses, the funds held in the Trust Account will not be released from the Trust Account until the
earliest of: (i) the completion of the Company’s initial business combination, (ii) the redemption of the Class A Ordinary
Shares underlying the Units (the “Public Shares”) if the Company is unable to complete its initial business combination
by November 18, 2027 (or May 18, 2028 if the Company has executed a business combination agreement by November 18, 2027), or such earlier date as the Company’s board of directors may approve, or such other time period in
which the Company must complete an initial business combination pursuant to an amendment to the Amended Articles approved by a
special resolution of the Company’s shareholders (collectively, the “Completion Window”), subject to applicable
law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Amended
Articles (a) to modify the substance or timing of the Company’s obligation to allow redemption in connection with its initial
business combination or to redeem 100% of the Public Shares if the Company has not consummated an initial business combination
within the Completion Window or (b) with respect to any other material provisions relating to shareholders’ rights or
pre-initial business combination activity.
On
May 14, 2026, the Company issued a press release announcing the pricing of the Offering, and on May 18, 2026, the Company issued a press
release announcing the closing of the Offering. Copies of such press releases are filed as Exhibits 99.1 and 99.2, respectively, to this
Report and incorporated herein by reference.
Filed exhibits (3)
EX-4.1 4 ea029138401ex4-1.htm WARRANT AGREEMENT, DATED MAY 14, 2026, BETWEEN THE COMPANY AND CST Exhibit 4.1 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”) is made as of May 14, 2026 between Energy Transition Special Opportunities, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”). WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity securities (the “Units”), each Unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (each, an “Ordinary Share”), and one-half of one redeemable warrant (each, a “Public Warrant” and, together with the Private Placement Warrants, the Working Capital Warrants and Post-IPO Warrants (each as defined below), the “Warrants”) and, in connection therewith, has determined to issue and deliver to public investors in the Offering 7,500,000 Public Warrants (or up to 8,625,000 Public Warrants if the underwriters in the Offering exercise their over-allotment option (the “Over-allotment Option”) in…
Open exhibit ↗EX-99.1 12 ea029138401ex99-1.htm PRESS RELEASE, DATED MAY 14, 2026 Exhibit 99.1 Energy Transition Special Opportunities Announces Pricing of $150 Million Initial Public Offering NEW YORK CITY, NY / ACCESS Newswire / May 14, 2026 / Energy Transition Special Opportunities (the “Company”) today announced the pricing of its initial public offering of 15,000,000 units at a price of $10.00 per unit. The units are expected to be listed on the New York Stock Exchange trading under the ticker symbol “ETSS U” beginning May 15, 2026. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate trading, the Company expects that its Class A ordinary shares and warrants will be listed on the New York Stock Exchange under the symbols “ETSS” and “ETSS WS,” respectively. The offering is expected to close on May 18, 2026, subject to the satisfaction of customary closing conditions. The Company is a blank check company formed for the purpose of effe…
Open exhibit ↗EX-99.2 13 ea029138401ex99-2.htm PRESS RELEASE, DATED MAY 18, 2026 Exhibit 99.2 Energy Transition Special Opportunities Announces Completion of $150 Million Initial Public Offering NEW YORK CITY, NY / ACCESS Newswire / May 18, 2026 / Energy Transition Special Opportunities (the “Company”) today announced the completion of its initial public offering of 15,000,000 units at $10.00 per unit, raising $150,000,000 in gross proceeds. The Company’s units began trading on the New York Stock Exchange (“NYSE”) on May 15, 2026 under the ticker symbol ETSS U. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant of the Company. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Once the securities comprising the units begin separate trading, the Class A ordinary shares and warrants are expected to be listed on the NYSE under the symbols “ETSS” and “ETSS WS,” respectively. The Company is a blank check company formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business comb…
Open exhibit ↗