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ETSS (ETSS) sponsor discloses 5,675,000 Class B shares with over-allotment risk

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Energy Transition Special Opportunities filed an initial insider report showing that Climate Transition Special Opportunities SPAC I LP, the sponsor, holds 5,675,000 Class B ordinary shares. These Class B shares automatically convert into Class A ordinary shares on a one-for-one basis upon the company’s initial business combination or earlier at the holder’s option.

The holding includes up to 750,000 shares that may be forfeited depending on how the IPO underwriters’ over-allotment option is exercised. The sponsor’s general partner is controlled indirectly by Robert Zulkoski, who may be deemed to have beneficial ownership of these Class B shares but disclaims beneficial ownership beyond his pecuniary interest.

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Insider Climate Transition Special Opportunities SPAC I LP, ZULKOSKI ROBERT JOSEPH
Role null | Chief Executive Officer
Type Security Shares Price Value
holding Class B ordinary shares -- -- --
Holdings After Transaction: Class B ordinary shares — 5,675,000 shares (Direct, null)
Footnotes (1)
  1. The Class B ordinary shares of Energy Transition Special Opportunities (the "Issuer") have no expiration date and will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as described in the Registration Statement on Form S-1 (File No. 333-290458) (the "Registration Statement") related to the Issuer's initial public offering (the "IPO"). Includes up to 750,000 shares subject to forfeiture by Climate Transition Special Opportunities SPAC I LP (the "Sponsor") depending on the extent to which the IPO underwriters' over-allotment option is exercised, as described in the Registration Statement. The general partner of our sponsor is Climate Transition Special Opportunities SPAC I GP LLC, which is controlled indirectly by Robert Zulkoski. Accordingly, Mr. Zulkoski may be deemed to have beneficial ownership of the Class B ordinary shares held directly by our sponsor. Mr. Zulkoski disclaims such beneficial ownership other than to the extent of his pecuniary interest.
Class B shares held 5,675,000 Class B ordinary shares Held by Climate Transition Special Opportunities SPAC I LP
Underlying Class A shares 5,675,000 Class A ordinary shares Underlying shares on one-for-one conversion
Shares subject to forfeiture 750,000 shares Subject to forfeiture based on IPO over-allotment exercise
Exercise/conversion price $0.0000 per share Stated exercise price for Class B into Class A
Class B ordinary shares financial
"The Class B ordinary shares of Energy Transition Special Opportunities (the "Issuer") have no expiration date"
Class B ordinary shares are a type of ownership stake in a company that typically come with different voting rights or privileges compared to other share classes. For investors, they represent a way to hold part of the company’s value and influence its decisions, often with fewer voting rights than Class A shares. Understanding these shares helps investors assess their level of control and potential returns within a company.
Class A ordinary shares financial
"will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation"
Class A ordinary shares are a type of ownership stake in a company that typically grants voting rights to shareholders, allowing them to have a say in important company decisions. They often come with priority in receiving dividends or profits, making them attractive to investors seeking influence and potential income. These shares help distinguish different levels of ownership and rights within a company's stock structure.
over-allotment option financial
"depending on the extent to which the IPO underwriters' over-allotment option is exercised"
An over-allotment option is a special agreement that allows underwriters to sell more shares than initially planned if demand is high. Think of it like a retailer offering extra units of a popular product to meet additional customer interest. This option helps ensure the full sale is completed and can also give investors extra shares if they want more.
beneficial ownership financial
"Accordingly, Mr. Zulkoski may be deemed to have beneficial ownership of the Class B ordinary shares"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
pecuniary interest financial
"Mr. Zulkoski disclaims such beneficial ownership other than to the extent of his pecuniary interest"
initial business combination financial
"will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
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SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Climate Transition Special Opportunities SPAC I LP
(Last)(First)(Middle)
71 ORCHARD PL, UNIT 1
(Street)
GREENWICH CONNECTICUT 10016
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
05/14/2026		3. Issuer Name and Ticker or Trading Symbol
Energy Transition Special Opportunities [ ETSS ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B ordinary shares (1) (1)Class A ordinary shares5,675,000(2)(1)D(3)
1. Name and Address of Reporting Person*
Climate Transition Special Opportunities SPAC I LP
(Last)(First)(Middle)
71 ORCHARD PL, UNIT 1
(Street)
GREENWICH CONNECTICUT 10016
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
DirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ZULKOSKI ROBERT JOSEPH
(Last)(First)(Middle)
71 ORCHARD PL, UNIT 1
(Street)
GREENWICH CONNECTICUT 06830
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
Explanation of Responses:
1. The Class B ordinary shares of Energy Transition Special Opportunities (the "Issuer") have no expiration date and will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of the Issuer's initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment, as described in the Registration Statement on Form S-1 (File No. 333-290458) (the "Registration Statement") related to the Issuer's initial public offering (the "IPO").
2. Includes up to 750,000 shares subject to forfeiture by Climate Transition Special Opportunities SPAC I LP (the "Sponsor") depending on the extent to which the IPO underwriters' over-allotment option is exercised, as described in the Registration Statement.
3. The general partner of our sponsor is Climate Transition Special Opportunities SPAC I GP LLC, which is controlled indirectly by Robert Zulkoski. Accordingly, Mr. Zulkoski may be deemed to have beneficial ownership of the Class B ordinary shares held directly by our sponsor. Mr. Zulkoski disclaims such beneficial ownership other than to the extent of his pecuniary interest.
Remarks:
See Exhibit 24.1 - Power of Attorney (Climate Transition Special Opportunities SPAC I LP); See Exhibit 24.2 - Power of Attorney (Robert Zulkoski)
/s/ Tricia Branker, as Attorney-in-Fact05/14/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider position does ETSS report in this Form 3 filing?

The filing reports that the sponsor holds 5,675,000 Class B ordinary shares of Energy Transition Special Opportunities. These shares represent the sponsor’s initial ownership position and are tied to the company’s initial public offering structure and future business combination.

How do ETSS Class B ordinary shares convert into Class A shares?

ETSS Class B ordinary shares automatically convert into Class A ordinary shares on a one-for-one basis. Conversion occurs concurrently with or immediately following the initial business combination, or earlier at the holder’s option, as described in the company’s registration statement for its IPO.

What is the significance of the 750,000 ETSS Class B shares subject to forfeiture?

Up to 750,000 Class B shares held by the sponsor are subject to forfeiture. The final number depends on how much of the IPO underwriters’ over-allotment option is exercised, directly linking these shares to the IPO’s final size and structure.

What role does Climate Transition Special Opportunities SPAC I LP play for ETSS?

Climate Transition Special Opportunities SPAC I LP acts as the sponsor of Energy Transition Special Opportunities. It directly holds the 5,675,000 Class B ordinary shares and is managed by a general partner entity through which control is indirectly exercised by Robert Zulkoski.

How is Robert Zulkoski connected to ETSS’s sponsor holdings?

Robert Zulkoski indirectly controls the general partner of the sponsor that holds ETSS Class B shares. Because of this control, he may be deemed to have beneficial ownership of those shares, though he disclaims beneficial ownership beyond his pecuniary interest in them.