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Blank-check firm Energy Transition (NYSE: ETSS) completes $150M SPAC IPO

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Energy Transition Special Opportunities, a Cayman Islands blank-check company, completed its initial public offering of 15,000,000 units at $10.00 each, raising gross proceeds of $150,000,000. Each unit includes one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share.

The company also sold 5,375,000 Private Placement Warrants at $1.00 each to its sponsor and representative, raising an additional $5,375,000. It authorized up to 500,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares, and 1,000,000 preference shares, and deposited $150,750,000 ($10.05 per unit) of net proceeds into a trust account for public shareholders, available until a business combination or mandatory redemptions within the stated completion window.

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Insights

SPAC raises $150M and fully funds its trust, giving it capital to seek a business combination.

Energy Transition Special Opportunities completed a SPAC IPO of 15,000,000 units at $10.00, generating gross proceeds of $150,000,000. Each unit bundles a Class A share with half a warrant exercisable at $11.50, a standard structure designed to attract investors seeking upside.

The company also issued 3,500,000 sponsor warrants and 1,875,000 representative warrants at $1.00 each in a private placement, raising another $5,375,000. It placed $150,750,000, or $10.05 per unit, into a trust account for public shareholders, to be released upon a business combination or redemptions by the completion window ending by May 18, 2028.

Authorized share capital of up to 500,000,000 Class A shares and 50,000,000 Class B shares provides flexibility for equity-based deal financing. Future filings around any proposed merger and related shareholder redemptions will determine how this capital structure ultimately affects dilution and ownership.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Units offered 15,000,000 units Initial public offering at $10.00 per unit
IPO gross proceeds $150,000,000 Raised from sale of 15,000,000 units
Warrant exercise price $11.50 per share Each whole warrant exercisable for one Class A share
Private Placement Warrants 5,375,000 warrants 3,500,000 to Sponsor, 1,875,000 to Representative at $1.00
Private placement proceeds $5,375,000 Sale of Private Placement Warrants at $1.00 each
Trust account funding $150,750,000 $10.05 per unit from IPO and private placement
Authorized Class A shares 500,000,000 shares Amended and restated memorandum and articles
Completion window end date May 18, 2028 Latest date if a deal is signed by November 18, 2027
blank check company financial
"The Company is a blank check company formed for the purpose of effecting a merger"
A blank check company is a publicly listed shell that raises money from investors before naming a specific business to buy or merge with, similar to handing a cashier a signed check and asking them to fill in the payee later. It matters to investors because it offers a faster, often cheaper path for private firms to become public, but carries extra risk since returns depend on the organizers’ ability to find a good deal and on limited information about the future business.
trust account financial
"A total of $150,750,000 ($10.05 per Unit) of the net proceeds ... was placed in a trust account"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
Private Placement Warrants financial
"collectively, the “Private Placement Warrants” at a price of $1.00 per Private Placement Warrant"
Private placement warrants are tradable coupons given directly to a limited group of investors that let the holder buy a company's shares at a fixed price before a set expiration date. They matter to investors because they can provide extra upside if the stock rises and give companies a way to raise money outside a public offering, but they also can increase the number of shares outstanding (dilution) and therefore affect share value and investor returns.
Amended and Restated Memorandum and Articles of Association regulatory
"the Company filed its amended and restated memorandum and articles of association"
Completion Window financial
"within the Completion Window, subject to applicable law"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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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.

 

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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.

 

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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).

 

3

 

 

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

 

4

 

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

 

 

FAQ

What did Energy Transition Special Opportunities (ETSS) raise in its IPO?

Energy Transition Special Opportunities raised $150,000,000 in gross proceeds by selling 15,000,000 units at $10.00 each. Each unit includes one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share.

How is the ETSS IPO and private placement cash being held?

A total of $150,750,000, or $10.05 per unit, from the IPO and private placement was deposited into a trust account. These funds are reserved for a future business combination or shareholder redemptions, subject to the defined completion window.

What are the terms of the Energy Transition Special Opportunities warrants?

Each IPO unit includes half a redeemable warrant, and each whole warrant lets holders buy one Class A share at $11.50 per share. The company also sold 5,375,000 Private Placement Warrants at $1.00 each to its sponsor and representative.

What share capital did ETSS authorize in its amended articles?

The amended and restated memorandum and articles authorize up to 500,000,000 Class A ordinary shares, 50,000,000 Class B ordinary shares, and 1,000,000 preference shares, each with $0.0001 par value, giving the company flexibility for future equity issuance.

How long does Energy Transition Special Opportunities have to complete a business combination?

ETSS must complete an initial business combination by November 18, 2027, extendable to May 18, 2028 if a combination agreement is executed by November 18, 2027. Otherwise, public shares are subject to redemption within this completion window.

What sectors does ETSS plan to target for its business combination?

ETSS is a blank check company aiming to combine with businesses in climate transition, specialty finance, renewable energy, and regenerative agriculture. It may pursue targets in other sectors but highlights these areas as primary focus industries.

Filing Exhibits & Attachments

16 documents