Washington, D.C. 20549
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:
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).
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.
As previously reported, on
May 18, 2026, Energy Transition Special Opportunities (the “Company”) consummated its initial public offering (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, pursuant to the Company’s
registration statement on Form S-1 (File No. 333-290458). The Units were sold at an offering price of $10.00 per Unit, generating gross
proceeds to the Company of $150,000,000.
As previously reported, on
May 18, 2026, simultaneously with the consummation of the Offering, the Company consummated the private placement of 3,500,000 warrants
to the Company’s sponsor, Climate Transition Special Opportunities SPAC I LP, and 1,875,000 units to Cohen &
Company Capital Markets, a division of Cohen & Company Securities, LLC, the representative of the underwriters in the Offering
(collectively, the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, generating gross proceeds
to the Company of $5,375,000 (the “Private Placement”).
A total of $150,750,000 ($10.05
per Unit) of the net proceeds from the Offering and the Private Placement, which amount includes $6,000,000 in deferred underwriting commissions,
was placed in a trust account established for the benefit of the Company’s public shareholders, with Continental Stock Transfer
& Trust Company acting as trustee.
An audited balance sheet as
of May 18, 2026 reflecting receipt of the proceeds from the Offering and the Private Placement has been issued by the Company and is filed
as Exhibit 99.1 to this Current Report on Form 8-K.
(d) Exhibits.
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.
Exhibit 99.1
ENERGY TRANSITION SPECIAL OPPORTUNITIES
INDEX TO FINANCIAL STATEMENT
| |
Page |
| Financial Statement of Energy Transition Special Opportunities: |
|
| Report of Independent Registered Public Accounting Firm |
F-2 |
| Balance Sheet as of May 18, 2026 |
F-3 |
| Notes to Financial Statement |
F-4 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Shareholders of
Energy Transition Special Opportunities:
Opinion on the Financial Statement
We have audited the accompanying
balance sheet of Energy Transition Special Opportunities (the “Company”) as of May 18, 2026, and the related notes (collectively
referred to as the “financial statement”). In our opinion, the financial statement presents fairly, in all material respects,
the financial position of the Company as of May 18, 2026 in conformity with accounting principles generally accepted in the United States
of America.
Basis for Opinion
This financial statement is
the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statement
based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (the
“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws
and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statement is free of material misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness
of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing
procedures to assess the risks of material misstatement of the financial statement, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
financial statement. Our audit also included evaluating the accounting principles used and significant estimates made by management, as
well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our
opinion.
/s/ WithumSmith+Brown, PC
We have served as the Company’s auditor
since 2025.
PCAOB Number 100
New York, New York
May 22, 2026
ENERGY TRANSITION SPECIAL OPPORTUNITIES
BALANCE SHEET
MAY 18, 2026
| Assets: | |
| |
| Current assets | |
| |
| Due from Sponsor | |
$ | 789,714 | |
| Prepaid expenses | |
| 23,113 | |
| Prepaid insurance – short term | |
| 146,934 | |
| Total current assets | |
| 959,761 | |
| Prepaid insurance – long term | |
| 146,934 | |
| Cash held in Trust Account | |
| 150,750,000 | |
| Total Assets | |
$ | 151,856,695 | |
| | |
| | |
| Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
| | |
| Liabilities: | |
| | |
| Current liabilities | |
| | |
| Accrued offering costs | |
$ | 124,845 | |
| Accrued expenses | |
| 5,000 | |
| Promissory note - related party | |
| 34,401 | |
| Total current liabilities | |
| 164,246 | |
| Deferred underwriting fee | |
| 6,000,000 | |
| Total Liabilities | |
| 6,164,246 | |
| | |
| | |
| Commitments (Note 7) | |
| | |
| Class A ordinary shares subject to possible redemption, $0.0001 par value; 15,000,000 shares at redemption value of $10.05 per share | |
| 150,750,000 | |
| | |
| | |
| Shareholders’ Deficit | |
| | |
| Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued or outstanding | |
| — | |
| Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 15,000,000 shares subject to possible redemption) | |
| — | |
| Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 5,000,000 shares issued and outstanding (1) | |
| 500 | |
| Additional paid-in capital | |
| — | |
| Accumulated deficit | |
| (5,058,051 | ) |
| Total Shareholders’ Deficit | |
| (5,057,551 | ) |
| Total Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders’ Deficit | |
$ | 151,856,695 | |
| (1) | On May 18, 2026, the underwriters forfeited their over-allotment option.
As a result, 750,000 Class B ordinary shares were forfeited, resulting in the Sponsor holding 4,925,000 Class B ordinary shares and the
three independent directors holding 25,000 Class B ordinary shares each (see Note 8). |
The accompanying notes are an integral part
of the financial statement.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS
OPERATIONS AND GOING CONCERN
Energy Transition Special
Opportunities (the “Company”) is a blank check company
incorporated in the Cayman Islands on July 11, 2025. The Company was formed for the purpose of entering into a merger, amalgamation,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “Business
Combination”). The Company is not limited to a particular industry or geographic region for purposes of consummating a Business
Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated
with early stage and emerging growth companies.
As of May
18, 2026, the Company had not commenced any operations. All activity for the period from July 11, 2025 (inception) through May 18, 2026
relates to the Company’s formation and its initial public offering (the “Initial Public Offering”), which is described
below. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The
Company will generate non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.
The Company has selected December 31 as its fiscal year end.
The Company’s
Sponsor is Climate Transition Special Opportunities SPAC I LP (the “Sponsor”). The registration statement for the
Company’s Initial Public Offering was declared effective on May 14, 2026. On May 18, 2026, the Company consummated the Initial
Public Offering of 15,000,000 units (the “Units” and, with respect to the Class A ordinary shares (as defined below)
included in the Units offered, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $150,000,000. Each
Unit consists of one Class A ordinary share and one-half of one redeemable warrant (each, a “Public Warrant” and
collectively, the “Public Warrants”). Each whole Public Warrant entitles the holder thereof to purchase one Class A
ordinary share at a price of $11.50 per share, subject to adjustment.
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,375,000 Private Placement Warrants
(each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00
per Private Placement Warrant, generating gross proceeds of $5,375,000. Of those 5,375,000 Private Placement Warrants, the Sponsor
purchased 3,500,000 Private Placement Warrants, and the Underwriters (as defined below) purchased 1,875,000 Private Placement Warrants.
Transaction costs amounted
to $9,598,172, consisting of $3,000,000 of cash underwriting fees, $6,000,000 of deferred underwriting fees, and $598,172 of other offering
costs.
The
Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public
Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete a Business Combination with one or more target businesses that together have an
aggregate fair market value of at least 80% of the value of the Trust Account (as defined below) (excluding the deferred
underwriting commissions and taxes paid or payable on the interest earned on the Trust Account) at the time of the agreement to
enter into an initial Business Combination. The Company will only complete a Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the
target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as
amended (the “Investment Company Act”). Following the closing of the Initial Public Offering, on May 18, 2026,
management agreed the amount of $150,750,000, or $10.05 per Unit sold in the Initial Public Offering, including the proceeds from
the sale of the Private Placement Warrants, would now be held in a trust account (“Trust Account”), located in the
United States and invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds
meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury
obligations, until the earlier of (i) the completion of a Business Combination and (ii) the distribution of the funds held in the
Trust Account, as described below.
The Company will provide its
holders of the outstanding Public Shares (the “public shareholders”) with the opportunity to redeem all or a portion of their
Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve
the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether the Company will
seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion, and
will be based on a variety of factors such as the timing of the
transaction and whether the terms of the transaction would require the Company to seek shareholder approval under applicable law or stock
exchange listing requirements. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount
then in the Trust Account (initially anticipated to be $10.05 per Public Share, plus any pro rata interest earned on the funds held in
the Trust Account (net of taxes paid or payable) and not previously released to the Company for permitted withdrawals). There will be
no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject
to redemption will be recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering
in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 480, Distinguishing Liabilities from Equity.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS
OPERATIONS AND GOING CONCERN (cont.)
The Company will proceed with
a Business Combination only if a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is
not required by law and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant
to its amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”),
conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and
file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transaction
is required by law, or the Company decides to obtain shareholder approval for business or other reasons, the Company will offer to redeem
shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company
seeks shareholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in
Note 6) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination.
Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed
transaction or don’t vote at all.
Notwithstanding the above,
if the Company seeks shareholder approval of a Business Combination and the Company does not conduct redemptions pursuant to the tender
offer rules, the Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted
from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the
Company.
The Sponsor has agreed to
waive redemption rights with respect to any Founder Shares (as defined in Note 6) held and any Public Shares they may acquire during
or after the Initial Public Offering in connection with the completion of Business Combination, except that Public Shares held by the
initial shareholders will be subject to mandatory redemption upon any diminution of the Trust Account in connection with an extension,
and such shares will be entitled to redemption at a price equal to the per share redemption value then held in the Trust Account in connection
therewith.
The Company has
18 months from the closing of the Initial Public Offering (or 24 months from the closing of the Initial Public Offering if the
Company has executed a business combination agreement within 18 months from the closing of the Initial Public Offering) or until
such earlier liquidation date as the board of directors may approve, to complete a Business Combination. However, the Company
anticipates that it may not be able to consummate a Business Combination within such period or until such earlier liquidation date
as the board of directors may approve, the Company may, but is not obligated to, by resolution of the board if requested by the
initial shareholders, extend the period of time to consummate a Business Combination the Company may seek shareholder approval to
amend the amended and restated memorandum and articles of association to extend the date by which the Company must consummate the
initial business combination. If the Company seeks shareholder approval for an extension, holders of public shares will be offered
an opportunity to redeem their shares, regardless of whether they abstain, vote for, or against, the Company’s initial
business combination, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned thereon (which interest shall be net of amounts not previously released to the Company pursuant to
permitted withdrawals), divided by the number of then issued and outstanding public shares, subject to applicable law. For the
avoidance of doubt, the time to complete a Business Combination shall not be extended beyond 18 months (or 24 months, as applicable)
without a shareholder vote. Cohen & Company Capital Markets, a division of Cohen & Company Securities, LLC (the
“Underwriters”), the representative of the Underwriters, have agreed to waive their rights to its deferred underwriting
commission held in the Trust Account in the event the Company does not complete a Business Combination within in the completion
window and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to
fund the redemption of the Public Shares.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS
OPERATIONS AND GOING CONCERN (cont.)
In order to protect the amounts
held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party
for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written
letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust
Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account
as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions in the value of the trust
assets, in each case less taxes payable and up to $100,000 of interest to pay liquidation expenses, provided that such liability will
not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held
in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the indemnity of the Underwriters
of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended
(the “Securities Act”).
Liquidity and Capital Resources
In connection with the Company’s
assessment of going concern in accordance with FASB ASC 205-40, Presentation of Financial Statements - Going Concern, the Company
does not believe it will need to raise additional funds in order to meet the expenditures required to operate its business. However,
if the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination
are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to
the Initial Business Combination. Management has determined that upon the consummation of the Initial Public Offering and the sale of
the Private Placement Units, the Company has sufficient funds to finance the working capital needs of the Company within one year from
the date of issuance of the financial statement. At May 18, 2026, the Company had no cash and a working capital of $795,515. Subsequently
on May 20, 2026 the Sponsor deposited the funds owed to the bank account, totaling $789,714.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial
statement is presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”)
and pursuant to the rules and regulations of the SEC.
Emerging Growth Company
The Company is an “emerging
growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups
Act of 2012 (the “JOBS Act”). As such, the Company is eligible take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited
to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of
the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden
parachute payments not previously approved.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(cont.)
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial
accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the
requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not
to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private
companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company
which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period
difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of financial
statement in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and the reported amounts of expenses during the reporting period.
Making estimates requires
management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation
or set of circumstances that existed at the date of the financial statement, which management considered in formulating its estimate,
could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ from those estimates.
Cash and Cash Equivalents
The Company considers all
short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not
have any cash or cash equivalents as of May 18, 2026.
Cash Held in Trust Account
As of May 18, 2026, the assets
held in the Trust Account, amounting to $150,750,000, were held in cash.
Concentration of Credit Risk
Financial instruments that
potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,
may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Any loss incurred or a lack of access to such funds could
have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.
Offering Costs
The Company complies with
the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. Deferred offering
costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related
to the Initial Public Offering. Offering costs are charged to temporary equity or permanent equity based upon the relative fair value
of the proceeds received from the Units sold upon the completion of the Initial Public Offering. Should the Initial Public Offering
prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be charged to operations. Offering
costs were charged to temporary equity and permanent equity based upon the relative fair value of the proceeds received from the financial
instruments sold upon completion of the Initial Public Offering and Private Placement.
Income Taxes
The Company accounts for income
taxes under FASB ASC 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax
assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities
and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a
valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
FASB ASC 740 also clarifies
the accounting for uncertainty in income taxes recognized in an enterprise’s financial statement and prescribes a recognition threshold
and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.
For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.
ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure
and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s
financial statement.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(cont.)
The Company recognizes accrued
interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts
accrued for interest and penalties as of May 18, 2026. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position. There are no taxes in the Cayman Islands, and accordingly,
income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statement.
Class A Ordinary Shares Subject to Possible
Redemption
All of the Class A ordinary
shares that were issued as part of the Initial Public Offering contain a redemption feature which allows for the redemption of such Public
Shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the Business
Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance
with FASB ASC 480, conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption
rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
the Company’s control) are classified as temporary equity. Ordinary liquidation events, which involve the redemption and liquidation
of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. The Company did not specify a maximum
redemption threshold. However, any threshold in its charter would not change the nature of the underlying shares as redeemable and thus
Public Shares would be required to be disclosed outside of permanent equity. The Company recognizes changes in redemption value immediately
as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting
period. Such changes are reflected in additional paid-in capital, or in the absence of additional capital, in accumulated deficit. Accordingly,
as of May 18, 2026, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside
of the shareholders’ deficit section of the Company’s balance sheet. As of May 18, 2026, the Class A ordinary shares subject
to possible redemption reflected in the balance sheet are reconciled in the following table:
| Gross proceeds | |
$ | 150,000,000 | |
| Less: | |
| | |
| Proceeds allocated to Public Warrants | |
| (2,565,000 | ) |
| Public Shares issuance costs | |
| (9,413,704 | ) |
| Plus: | |
| | |
| Remeasurement of carrying value to redemption value | |
| 12,728,704 | |
| Class A ordinary shares subject to possible redemption, May 18, 2026 | |
$ | 150,750,000 | |
Fair Value of Financial Instruments
The fair value of the
Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, Fair Value
Measurement, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term
nature except for warrants (Note 9).
Derivative Financial Instruments
The Company evaluates its
financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance
with FASB ASC Topic 815, Derivatives and Hedging. For derivative financial instruments that are accounted for as
liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting
date, with changes in the fair value reported in a statement of operations. The classification of derivative instruments, including
whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative
liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of
the instrument could be required within 12 months of the balance sheet date.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(cont.)
Warrants
The Company accounted for
the Public and Private Placement Warrants (defined below) issued in connection with the Initial Public Offering and the private placement
in accordance with the guidance contained in FASB ASC Topic 815, Derivatives and Hedging, whereby under that provision, the warrants
that do not meet the criteria for equity treatment must be recorded as liability. Accordingly, the Company evaluated and classified the
warrant instruments under equity treatment at their assigned values.
Share-Based Payment Arrangements
The Company accounts for
share awards in accordance with FASB ASC 718, Compensation—Stock Compensation, which requires that all equity awards
be accounted for at their “fair value.” Fair value is measured on the grant date and is equal to the underlying value of
the share.
Costs equal to these fair values are recognized
ratably over the requisite service period based on the number of awards that are expected to vest, in the period of grant for awards that
vest immediately and have no future service condition, or in the period the awards vest immediately after meeting a performance condition
becomes probable (i.e., the occurrence of a Business Combination). For awards that vest over time, cumulative adjustments in later periods
are recorded to the extent actual forfeitures differ from the Company’s initial estimates; previously recognized compensation cost
is reversed if the service or performance conditions are not satisfied and the award is forfeited.
Recent Accounting Standards
In November 2023, the
FASB issued ASU 2023-07, “Segment reporting (Topic 280): Improvements to Reportable Segment Disclosures” (“ASU 2023-07”).
The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided
to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported
measure of segment profit or loss.
The ASU requires that a public
entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit
or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual
disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide
all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. The ASU is effective for
fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15,
2024, with early adoption permitted. The Company adopted ASU 2023-07 on July 11, 2025, its inception.
Management does not believe
that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s
financial statement.
NOTE 3. INITIAL PUBLIC OFFERING
Pursuant to the Initial Public
Offering on May 18, 2026, the Company sold 15,000,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one Class A
ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to
purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 8).
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 4. PRIVATE PLACEMENT
Simultaneously with the
closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 5,375,000 Private Placement Warrants
(each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of
$1.00 per Private Placement Warrant, generating gross proceeds of $5,375,000. Of those 5,375,000 Private Placement Warrants, the
Sponsor purchased 3,500,000 Private Placement Warrants, and the Underwriters purchased 1,875,000 Private Placement Warrants.
NOTE 5. SEGMENT INFORMATION
FASB ASC Topic 280,
Segment Reporting, establishes standards for companies to report, in their financial statement, information about operating segments,
products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise that engage
in business activities from which it may recognize revenues and incur expenses, and for which separate financial information is available
that is regularly evaluated by the Company’s CODM, or group, in deciding how to allocate resources and
assess performance.
The Company’s CODM has
been identified as the Chief Financial Officer, who reviews the assets, operating results, and financial metrics for the Company as a
whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the
Company only has one reportable segment.
The measure of segment assets
is reported on the balance sheet as total assets. When evaluating the Company’s performance and making key decisions regarding resource
allocation, CODM reviews several key metrics, which include the following:
| | |
May 18, 2026 | |
| Cash held in Trust Account | |
$ | 150,750,000 | |
The CODM reviews the position
of total assets to assess if the Company has sufficient resources available to discharge its liabilities. The CODM is provided with details
of cash and liquid resources available with the Company. The CODM will review the interest that will be earned and accrued on cash held
in Trust Account to measure and monitor shareholder value and determine the most effective strategy of investment with the Trust Account
funds while maintaining compliance with the Trust Agreement.
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
On July 30, 2025, the Sponsor was issued 4,541,667 Class B ordinary
shares (the “Founder Shares”) for an aggregate price of $25,000 paid to cover certain expenses on behalf of the Company. On
September 4, 2025, the Company effected a 1 for 1.26605495295 share split of the Class B ordinary shares, in the form of a share dividend,
resulting in the Sponsor holding an aggregate of 5,750,000 Class B ordinary shares. All share and per share data have been retrospectively
presented. In September 2025, the Sponsor transferred 25,000 Founder Shares to each of the three independent directors at a purchase price
of approximately $0.004 per share (for an aggregate of 75,000 Founder Shares). Each of the Company’s independent directors holds
25,000 Founder Shares. The Founder Shares held by the Sponsor included an aggregate of up to 750,000 Class B ordinary shares that were
subject to forfeiture by the Sponsor to the extent that the Underwriters’ over-allotment option was not exercised in full or in
part, so that the Sponsor would own, on an as-converted basis, 25% of the Company’s issued and outstanding shares after the Initial
Public Offering. On May 18, 2026, the Underwriters forfeited their over-allotment option to purchase up to an additional 2,250,000 Units.
As a result of the over-allotment option forfeiture by the Underwriters, 750,000 Class B ordinary shares of the Company were forfeited
by the Sponsor. The Sponsor currently holds 4,925,000 Founder Shares.
Since the issuance of the
Founder Shares to the directors occurred within a month from the date of incorporation and issuance of the Founder Shares to the Sponsor
and the Company had yet to file the registration statement publicly at the time the director shares were issued, the Company has determined
the value of the Sponsor Founder Shares is the nearest and most appropriate value to use for the valuation of the Founder Shares transferred,
since they carry the same terms and restrictions. This value was recorded as compensation at the closing of the Initial Public Offering.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 6. RELATED PARTY TRANSACTIONS (cont.)
The Founder Shares are designated
as Class B ordinary shares and, except as described below, are identical to the Class A ordinary shares included in the units
being sold in this offering, and holders of Founder Shares have the same shareholder rights as public shareholders, except that (i) the
Founder Shares are subject to certain transfer restrictions, as described in more detail below, (ii) the Founder Shares are entitled
to registration rights, (iii) the Company’s Sponsor, officers and directors have entered into a letter agreement with the Company,
pursuant to which they have agreed to (A) waive their redemption rights with respect to their Founder Shares and public shares in
connection with the completion of the Company’s initial business combination, (B) waive their redemption rights with respect
to their Founder Shares and public shares in connection with a shareholder vote to approve an amendment to the Company’s amended
and restated memorandum and articles of association (1) to modify the substance or timing of the Company’s obligation to allow
redemption in connection with the Company’s initial business combination or to redeem 100% of the Company’s public shares
if the Company has not consummated an initial business combination within the completion window or (2) with respect to any other
material provisions relating to shareholders’ rights or pre-initial business combination activity, (3) waive their rights to
liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Company’s
initial business combination within the completion window, although they will be entitled to liquidating distributions from the Trust
Account with respect to any public shares they hold if the Company fails to complete the initial business combination within such time
period and to liquidating distributions from assets outside the Trust Account and (4) vote any Founder Shares held by them and any
public shares purchased during or after this offering (including in open market and privately negotiated transactions) in favor of the
initial business combination (including any proposals recommended by the Company’s board of directors in connection with such business
combination) (except with respect to any public shares which may not be voted in favor of approving the business combination transaction
in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto),
(iv) the Founder Shares are automatically convertible into Class A ordinary shares immediately prior to, concurrently with or
immediately following the consummation of the Company’s initial business combination or at any time prior thereto at the option
of the holder on a one-for-one basis, subject to adjustment as described herein and in the amended and restated memorandum and articles
of association, and (v) prior to the closing of the Company’s initial business combination, only holders of Class B ordinary
shares will be entitled to vote on the appointment and removal of directors or continuing in a jurisdiction outside the Cayman Islands
(including any special resolution required to amend the constitutional documents or to adopt new constitutional documents, in each case,
as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands).
The Founder Shares will automatically
convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of the initial
business combination or at any time prior thereto at the option of the holder on a one-for-one basis, subject to adjustment for share
subdivisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein.
In the case that additional Class A ordinary shares, or any other equity-linked securities, are issued or deemed issued in excess
of the amounts sold in this offering and related to or in connection with the closing of the initial business combination, the ratio at
which Class B ordinary shares convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the
outstanding Class B ordinary shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that
the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate,
25% of the sum of (i) the total number of all Class A ordinary shares outstanding upon the completion of this offering (including
any Class A ordinary shares issued pursuant to the Underwriters’ over-allotment option and excluding the Class A ordinary
shares underlying the private placement warrants issued to the Sponsor and the Underwriters), plus (ii) all Class A ordinary
shares and equity-linked securities issued or deemed issued in connection with the Company’s initial business combination (excluding
any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and any private placement-equivalent
warrants issued to the Company’s Sponsor or any of its affiliates or to the Company’s officers and directors upon conversion
of working capital loans) minus (iii) any redemptions of Class A ordinary shares by public shareholders in connection with an
initial business combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.
With certain limited exceptions,
the Founder Shares are not transferable, assignable or saleable (except to the Company’s officers and directors and other persons
or entities affiliated with the Company’s Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier
of (A) one year after the completion of the Company’s initial business combination or earlier if, subsequent to the Company’s
initial business combination, the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted
for share subdivisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after the Company’s initial business combination, and (B) the
date following the completion of the Company’s initial business combination on which the Company completes a liquidation, merger,
share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their
Class A ordinary shares for cash, securities or other property.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 6. RELATED PARTY TRANSACTIONS (cont.)
Promissory Note — Related Party
On July 30, 2025, the
Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to
a promissory note (the “Promissory Note”). This loan is non-interest bearing and payable on the earlier of March 31,
2026 or the date on which the Company consummates the Initial Public Offering of its securities. As of May 18, 2026, the Company had a
balance of $34,401 outstanding under the Promissory Note. Borrowings under the promissory note are no longer available.
Administrative Services and Indemnification
Agreement
The Company’s Sponsor agreed that commencing on May 14, 2026,
the date that the Company’s securities were first listed in New York Stock Exchange, through the earlier of the Company’s
consummation of a Business Combination or its liquidation, to make available to the Company certain general and administrative services,
including office space and administrative services, as the Company may require from time to time. The Company has agreed to pay the Sponsor
up to $20,000 per month for these services during the 18-month (or 24-month period, as applicable) to complete a Business Combination.
Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees. As of May 18, 2026,
no amount has been accrued for these services in the Company’s balance sheet.
Related Party Loans
In order to finance transaction
costs in connection with the initial Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes the initial
Business Combination, the Company will repay such loaned amounts. In the event that the initial Business Combination does not close, the
Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, including the repayment
of loans from the Sponsor to pay for any amount deposited to pay for any extension of the time to complete the initial Business Combination,
but no proceeds from the Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Units,
at a price of $10.00 per Unit at the option of the lender, upon consummation of the initial Business Combination. The Units would
be identical to the Private Placement Warrants. The terms of such loans by the Company’s officers and directors, if any, have not
been determined and no written agreements exist with respect to such loans. There are no such outstanding related party loans as of May
18, 2026.
Due from Sponsor
On May 18, 2026, the Sponsor withheld amounts for payment of offering
expenses, and an amount of $8,750 had not yet transferred to the respective vendor. In addition, an amount of $780,964 cash transfer from
the Sponsor to the Company’s operating account was not settled as of the closing of the Initial Public Offering. On May 20, 2026,
the $8,750 was paid to the vendor, and the $780,964 cash was transferred to the Company’s operating account.
NOTE 7. COMMITMENTS
Registration and Shareholder Rights Agreement
The holders of the (i) Founder Shares, which were issued in a private
placement prior to the closing of this offering, (ii) Private Placement Warrants and the Class A ordinary shares underlying such Private
Placement Warrants and (iii) Private Placement Warrants that may be issued upon conversion of working capital loans have registration
rights to require the Company to register a sale of any of the Company’s securities held by them and any other securities of the
Company acquired by them prior to the consummation of the Company’s initial business combination pursuant to a registration rights
agreement signed on the effective date of the Initial Public Offering. The holders of these securities are entitled to make up to three
demands, excluding short form demands, that the Company registers such securities. In addition, the holders have certain “piggyback”
registration rights with respect to registration statements filed subsequent to the Company’s completion of the Company’s
initial business combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriting Agreement
Pursuant to the underwriting agreement, the Sponsor and the executive
officers and directors have agreed that, for a period of 180 days from the date of the Initial Public Offering, they will not, without
the prior written consent of the representative, offer, sell, contract to sell, pledge, sell any option or contract to purchase, purchase
any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or
indirectly, any units, warrants, ordinary shares or any other securities convertible into, or exercisable or exchangeable for, any units,
ordinary shares, Founder Shares or warrants, subject to certain exceptions. The representative in their discretion may release any of
the securities subject to these lock-up agreements at any time without notice, other than in the case of the officers and directors, which
shall be with notice. The Sponsor, officers and directors are also subject to separate transfer restrictions on their Founder Shares and
Private Placement Warrants pursuant to the letter agreement described herein.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 7. COMMITMENTS (cont.)
The Company granted the Underwriters
a 45-day option from the date of the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments,
if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 18, 2026, the Underwriters informed
the Company of its forfeiture of the over-allotment option to purchase the additional 2,250,000 Units.
The Underwriters were entitled to a cash underwriting
discount of $0.20 per Unit, or $3,000,000 in the aggregate, paid to the Underwriters upon the closing of the Initial Public Offering.
Additionally, the Underwriters are entitled to a deferred underwriting discount of $0.40 per Unit, or $6,000,000 in the aggregate. The
deferred fee will become payable to the Underwriters from the amounts held in the Trust Account solely in the event that the Company completes
a Business Combination, but such $0.40 per Unit shall be due to the Underwriters solely on amounts remaining in the Trust Account following
all properly submitted shareholder redemptions, including in connection with the consummation of the initial Business Combination.
NOTE 8. SHAREHOLDERS’ DEFICIT
Preference shares — The
Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other
rights and preferences as may be determined from time to time by the Company’s board of directors. As of May 18, 2026, there were
no preference shares issued or outstanding.
Class A ordinary
shares — The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of 0.0001
per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share. As of May 18, 2026, there
were no Class A ordinary shares issued or outstanding, excluding 15,000,000 Class A ordinary shares subject to redemption.
Class B ordinary
shares — The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of 0.0001
per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. As of August 12,
2025, there were 4,541,667 Class B ordinary shares outstanding. On September 4, 2025, the Company effected a 1 for 1.26605495295
share split of the Class B ordinary shares, in the form of a share dividend, resulting in the Sponsor holding an aggregate of 5,750,000
Class B ordinary shares. All share and per share data have been retrospectively presented. Of the 5,750,000 Class B ordinary
shares outstanding, up to 750,000 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that
the Underwriters’ over-allotment option is not exercised in full or in part, so that the initial shareholders will collectively
own 25% of the Company’s issued and outstanding ordinary shares after an Initial Public Offering. On May 18, 2026, the Underwriters
forfeited the overallotment option, therefore, the 750,000 Class B ordinary shares were surrendered by the Sponsor. At May 18, 2026, there
are 5,000,000 Class B ordinary shares issued and outstanding.
Ordinary shareholders of record
are entitled to one vote for each share held on all matters to be voted on by shareholders. Except as described below, holders of Class A
ordinary shares and holders of Class B ordinary shares will vote together as a single class on all matters submitted to a vote of
the Company’s shareholders except as required by law. Prior to the closing of the initial Business Combination, only holders of
Class B ordinary shares (i) will have the right to appoint and remove directors prior to or in connection with the completion
of the initial Business Combination and (ii) will be entitled to vote on continuing the Company in a jurisdiction outside the Cayman
Islands (including any special resolution required to amend constitutional documents or to adopt new constitutional documents, in each
case, as a result of approving a transfer by way of continuation in a jurisdiction outside the Cayman Islands). On any other matters submitted
to a vote of shareholders prior to or in connection with the completion of the initial Business Combination, holders of the Class B
ordinary shares and holders of the Class A ordinary shares will vote together as a single class, except as required by law.
The Founder Shares will automatically
convert into Class A ordinary shares immediately prior to, concurrently with or immediately following the consummation of a Business
Combination, and may be converted at any time prior to the Business Combination, at the option of the holder, on a one-for-one basis (unless
otherwise provided in the business combination agreement), subject to adjustment for share subdivisions, share dividends, reorganizations,
recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary
shares or equity-linked securities are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related
to or in connection with the Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder
Shares will equal, in the aggregate, on an as-converted basis, approximately 25% of the sum of (i) the total number of all ordinary
shares outstanding upon the completion of the Initial Public Offering (including any Class A ordinary shares issued pursuant to the
Underwriters’ over-allotment option and excluding the Class A ordinary shares underlying the Private Placement Warrants issued
to the Sponsor and the Underwriters), plus (iii) all Class A ordinary shares and equity-linked securities issued or deemed issued
in connection with the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any
seller in the initial Business Combination and any private placement-equivalent warrants issued to the Sponsor or any of its affiliates
or to the Company’s officers and directors upon conversion of working capital loans) minus (iii) any redemptions of Class A
ordinary shares by public shareholders prior to or in connection with an initial Business Combination, provided that such conversion of
Founder Shares will never occur on a less than one-for-one basis.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 8. SHAREHOLDERS' DEFICIT (cont.)
Warrants — As
of November 3, 2025, there were 12,875,000 Warrants outstanding, including 7,500,000 Public Warrants and 5,375,000 Private Placement Warrants.
Each whole Public Warrant entitles the registered holder to purchase one Class A ordinary share at a price of $11.50 per share, subject
to adjustment as discussed below, at any time commencing 30 days after the completion of the initial Business Combination. Pursuant
to the warrant agreement, a warrant holder may exercise its Public Warrants only for a whole number of Class A ordinary shares. No
fractional Public Warrants will be issued upon separation of the units and only whole Public Warrants will trade. The Public Warrants
will expire five years after the completion of the initial Business Combination, at 5:00 p.m., New York City time, or earlier
upon redemption or liquidation.
The Company has agreed that
as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the
Company will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement of which
the prospectus forms a part or a new registration statement covering the registration, under the Securities Act, of the Class A ordinary
shares issuable upon exercise of the warrants and thereafter will use the Company’s commercially reasonable efforts to cause the
same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus
relating to the Class A ordinary shares issuable upon exercise of the warrants, until the expiration of the warrants in accordance
with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise
of the warrants is not effective by the sixtieth (60) business day after the closing of the initial Business Combination, warrant
holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to
maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of
the Securities Act or another exemption.
Once the warrant become exercisable,
the Company may call the warrants for redemption for cash:
| · | in whole and not in part; |
| · | at a price of $0.01 per warrant; |
| · | upon a minimum of 30 days’ prior written
notice of redemption; |
| · | if, and only if, the closing price of the Class A
ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the
exercise price of a warrant as described under the heading “Warrants”) for any 20 trading days within a 30-trading day
period commencing at least 30 days after completion of the Company’s initial business combination and ending three business days
before the Company sends the notice of redemption to the warrant holders. |
If and when the warrants become
redeemable by the Company for cash, the Company may exercise the redemption right even if the Company is unable to register or qualify
the underlying securities for sale under all applicable state securities laws.
In addition, if (x) the
Company issues additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the
closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary shares
(with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case
of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares or Private Placement
Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”),
(y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net
of redemptions), and (z) the volume weighted average trading price of the Class A ordinary shares during the 20 trading day
period starting on the trading day after the day on which the Company consummate the initial Business Combination (such
price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
The Private Placement Warrants
(including the Class A ordinary shares issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable
or salable until 30 days after the completion of the initial Business Combination. The Private Placement Warrants have terms and
provisions that are identical to those of the Public Warrants being sold as part of the units in the Initial Public Offering.
ENERGY TRANSITION SPECIAL OPPORTUNITIES
NOTES TO FINANCIAL STATEMENT
MAY 18, 2026
NOTE 9. FAIR VALUE MEASUREMENTS
Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability in an orderly transaction between market participants at the measurement
date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:
| ● | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in
active markets; |
| ● | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly
observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets
that are not active; and |
| ● | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring
an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs
or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within
different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair
value hierarchy based on the lowest level input that is significant to the fair value measurement. |
The fair value of the Public Warrants is $2,565,000,
or $0.342 per Public Warrant. The fair value of Public Warrants was determined using Monte Carlo Simulation Model. The Public Warrants
have been classified within shareholders’ deficit and will not require remeasurement after issuance. The following table presents
the quantitative information regarding market assumptions used in the Level 3 valuation of the Public Warrants:
| | |
May 18, 2026 | |
| Underlying stock price | |
$ | 9.79 | |
| Exercise price | |
$ | 11.50 | |
| Volatility | |
| 5.00 | % |
| Risk-free rate | |
| 4.30 | % |
| Implied market adjustment | |
| 28.5 | % |
| Warrant term (years) | |
| 6.50 | |
NOTE 10. SUBSEQUENT EVENTS
The Company evaluated subsequent
events and transactions that occurred after the balance sheet date up to May 22, 2026, the date that the financial statement was issued.
Based on this review, other than noted below, the Company did not identify any subsequent events that would have required adjustment or
disclosure in the financial statement.
On May 20, 2026, the amount due from Sponsor of $8,750 was paid to
the vendor withheld, and the $780,964 cash was transferred to the Company’s operating account.
