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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): May 14,
2026
Energy
Transition Special Opportunities
(Exact name of registrant as specified in its charter)
| Cayman Islands |
|
001-43294 |
|
N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
71 Orchard Pl, Unit 1
Greenwich, CT |
|
06830 |
| (Address of principal executive offices) |
|
(Zip Code) |
(212) 400-0011
(Registrant’s telephone number, including
area code)
Not Applicable
(Former name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Units,
each consisting of one Class A ordinary share and one-half of one redeemable warrant |
|
ETSS
U |
|
The
New York Stock Exchange |
| Class
A ordinary shares, par value $0.0001 per share |
|
ETSS |
|
The
New York Stock Exchange |
| Warrants,
each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 |
|
ETSS
WS |
|
The
New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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
3.02. 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
5.02. 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
5.03. 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
8.01. 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.
Item
9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit
No. |
|
Description |
| 1.1 |
|
Underwriting Agreement, dated May 14, 2026, between the Company and the Representative. |
| 3.1 |
|
Amended and Restated Memorandum and Articles of Association of the Company. |
| 4.1 |
|
Warrant Agreement, dated May 14, 2026, between the Company and CST. |
| 10.1 |
|
Insider Letter Agreement, dated May 14, 2026, among the Company, its directors and officers and the Sponsor. |
| 10.2 |
|
Investment Management Trust Agreement, dated May 14, 2026, between the Company and CST. |
| 10.3 |
|
Registration Rights Agreement, dated May 14, 2026, among the Company and certain security holders. |
| 10.4 |
|
Private
Placement Warrants Purchase Agreement, dated May 14, 2026, between the Company and the Sponsor. |
| 10.5 |
|
Private
Placement Warrants Purchase Agreement, dated May 14, 2026, between the Company and the Representative. |
| 10.6 |
|
Administrative Services Agreement, dated May 14, 2026, between the Company and the Sponsor. |
| 10.7 |
|
Form of Indemnity Agreement. |
| 99.1 |
|
Press Release, dated May 14, 2026. |
| 99.2 |
|
Press Release, dated May 18, 2026. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
Energy Transition Special Opportunities |
| |
|
| |
By: |
/s/ Robert Zulkoski |
| |
|
Name: |
Robert Zulkoski |
| |
|
Title: |
Chief Executive Officer |
Date:
May 19, 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 effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business
combination with one or more businesses. The Company may pursue an initial business combination in any business or industry but expects
to target opportunities within the climate transition, specialty finance, renewable energy, and regenerative agriculture sectors.
Cohen & Company Capital Markets, a division
of Cohen & Company Securities, LLC, is acting as sole book-running manager for the offering. The Company has granted the underwriters
a 45-day option to purchase up to an additional 2,250,000 units at the initial public offering price to cover over-allotments, if any.
The public offering is being made only by
means of a prospectus. When available, copies of the prospectus may be obtained from Cohen & Company Capital Markets, a division of
Cohen & Company Securities, LLC, Attention: Prospectus Department, 3 Columbus Circle, 24th floor, New York, NY 10019, or by email
at capitalmarkets@cohencm.com.
A registration statement relating to the securities
has been filed with the U.S. Securities and Exchange Commission (“SEC”) and was declared effective on May 14, 2026. This press
release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities
in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that
constitute “forward-looking statements,” including with respect to the proposed initial public offering and the anticipated
use of the net proceeds. No assurance can be given that the offering discussed above will be completed on the terms described, or at all,
or that the net proceeds of the offering will be used as indicated, or that the Company will ultimately complete a business combination
transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering
filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts
Investor Contact:
Andy Childs
andy@conduitcapitalus.com
Press Contact:
Cindy Stoller
Confluence Partners
917-331-0418
cstoller@confluencepartners.com
SOURCE: Energy Transition Special Opportunities
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
combination with one or more businesses. The Company may pursue an initial business combination in any business or industry but expects
to target opportunities within the climate transition, specialty finance, renewable energy, and regenerative agriculture sectors.
Cohen & Company Capital Markets, a division
of Cohen & Company Securities, LLC, acted as sole book-running manager for the offering.
A registration statement relating to the securities
was filed with the U.S. Securities and Exchange Commission (“SEC”) and was declared effective on May 14, 2026. This press release
shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
Forward-Looking Statements
This press release contains statements that
constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can
be given that the net proceeds of the offering will be used as indicated, or that the Company will ultimately complete a business combination
transaction. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including
those set forth in the Risk Factors section of the Company’s registration statement and preliminary prospectus for the Company’s offering
filed with the SEC. Copies of these documents are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation
to update these statements for revisions or changes after the date of this release, except as required by law.
Contacts:
Investor Contact:
Andy Childs
Conduit Capital
andy@conduitcapitalus.com
Press Contact:
Cindy Stoller
Confluence Partners
917-331-0418
cstoller@confluencepartners.com
SOURCE: Energy Transition Special
Opportunities