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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):
June 1, 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
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 8.01. Other Events.
On June 1, 2026, Energy Transition Special
Opportunities (the “Company”) announced that the holders of the Company’s units sold in the Company’s initial
public offering (the “Units”) may elect to separately trade the Class A ordinary shares, par value $0.0001 per share
(the “Class A ordinary shares”), and warrants (the “Warrants”) included in the Units, commencing
on June 4, 2026. Each Unit consists of one Class A ordinary share, and one-half of one redeemable 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. Any Units
not separated will continue to trade on the New York Stock Exchange (the “NYSE”) under the symbol “ETSS U”.
Any underlying Class A ordinary shares and Warrants that are separated will trade on the NYSE under the symbols “ETSS” and
“ETSS WS”, respectively. Holders of Units will need to have their brokers contact Continental Stock Transfer &
Trust Company, the Company’s transfer agent, in order to separate the holders’ Units into Class A ordinary shares and Warrants.
A copy of the press release issued by the Company
announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 |
| Press Release dated June 1, 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: June 1, 2026
Exhibit
99.1
Energy
Transition Special Opportunities Announces the Separate Trading of Its Class A Ordinary Shares and Warrants, Commencing on June 4, 2026
New
York, NY, June 1, 2026 – Energy Transition Special Opportunities (NYSE: ETSS U) (the “Company”) today announced
that, commencing on June 4, 2026, holders of the units (the “Units”) sold in the Company’s initial public offering
may elect to separately trade the Company’s Class A ordinary shares (the “Ordinary Shares”) and warrants (the
“Warrants”) included in the Units.
The
Ordinary Shares and Warrants received from the separated Units will trade on the New York Stock Exchange (the “NYSE”)
under the symbols “ETSS” and “ETSS WS”, respectively. Units that are not separated will continue to trade on
NYSE under the symbol “ETSS U”. Holders of Units will need to have their brokers contact Continental Stock Transfer &
Trust Company, the Company’s transfer agent, in order to separate the Units into Ordinary Shares and Warrants.
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.
The
Units were initially offered by the Company in an underwritten offering. Cohen & Company Capital Markets, a division of Cohen &
Company Securities, LLC, acted as sole book-running manager. Copies of the prospectus relating to the offering 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.
The
registration statement relating to the securities of the Company became 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” that involve risks and uncertainties. Forward-looking
statements are statements that are not historical facts. Forward-looking statements are subject to numerous risks and uncertainties,
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 final prospectus for the Company’s initial public offering filed with the U.S. Securities and Exchange Commission
(the “SEC”), which could cause actual results to differ from forward-looking statements. Copies of these documents
are available on the SEC’s website, at 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. No assurance can be given that the Company will ultimately complete
a business combination transaction.
Contact
Investor
Contact:
Andy
Childs
andy@conduitcapitalus.com
Press
Contact:
Cindy
Stoller
Confluence Partners
917-331-0418
cstoller@confluencepartners.com