Sponsor acquires 3.5M Energy Transition (ETSS) private placement warrants

Rhea-AI Filing Summary

Energy Transition Special Opportunities reported that its sponsor, Climate Transition Special Opportunities SPAC I LP, purchased 3,500,000 private placement warrants for $1.00 per warrant, for an aggregate $3,500,000. Following this transaction, the sponsor holds 3,500,000 warrants.

Each whole private placement warrant can be exercised to buy one Class A ordinary share at $11.50 per share. The warrants become exercisable starting 30 days after the company completes its initial business combination and expire five years after that completion. The sponsor is controlled indirectly by Robert Zulkoski, who may be deemed to have beneficial ownership but disclaims it except for his pecuniary interest.

Insider Trade Summary

1 transaction reported

Net Buy 1 txn

Insider Climate Transition Special Opportunities SPAC I LP, ZULKOSKI ROBERT JOSEPH

Role null | Chief Executive Officer

Bought 3,500,000 shs ($0.00)

Type	Security	Shares	Price	Value
Purchase	Warrants	3,500,000	$0.00	--

Holdings After Transaction: Warrants — 3,500,000 shares (Direct, null)

Footnotes (1)

1. Simultaneously with the consummation of the Issuer's initial public offering, Climate Transition Special Opportunities SPAC I LP (the "Sponsor") acquired, at a price of $1.00 per warrant, 3,500,000 (the "Private Placement Warrants") in a private placement for an aggregate purchase price of $3,500,000. Each whole private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations, as described in the Registration Statement on Form S-1 (File No. 333-290458) related to the Issuer's initial public offering. 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. The Private Placement Warrants will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination. The Private Placement Warrants will expire five years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Key Figures

Private placement warrants purchased: 3,500,000 warrants Purchase price per warrant: $1.00 per warrant Aggregate purchase price: $3,500,000 +4 more

7 metrics

Private placement warrants purchased 3,500,000 warrants Simultaneously with initial public offering

Purchase price per warrant $1.00 per warrant Private placement warrants

Aggregate purchase price $3,500,000 Private placement warrants

Exercise price per share $11.50 per share Each whole private placement warrant

Underlying shares per warrant 1 Class A ordinary share Each whole private placement warrant

Warrant exercisability start 30 days after initial business combination Private placement warrants

Warrant expiration 5 years after initial business combination At 5:00 p.m., New York City time

Key Terms

Private Placement Warrants, initial public offering, initial business combination, beneficial ownership, +1 more

5 terms

Private Placement Warrants financial

"acquired, at a price of $1.00 per warrant, 3,500,000 (the "Private Placement Warrants") in a private placement"

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.

initial public offering financial

"Simultaneously with the consummation of the Issuer's initial public offering, Climate Transition Special Opportunities SPAC I LP"

An initial public offering (IPO) is when a private company first sells its shares to the public and becomes a stock-listed company. It matters because it allows the company to raise money from a wide range of investors, helping it grow, while giving early shareholders a way to sell some of their ownership.

initial business combination financial

"The Private Placement Warrants will become exercisable at any time commencing 30 days after the completion of the Company'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.

beneficial ownership financial

"Accordingly, Mr. Zulkoski may be deemed to have beneficial ownership of the Class B ordinary shares held directly by our sponsor."

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.

Class A ordinary share financial

"Each whole private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share"

A Class A ordinary share is a type of common stock a company issues that carries a specific set of rights—most often particular voting power, dividend terms, or transfer rules—distinct from other share classes. For investors it matters because those rights affect control over company decisions, how income is paid out, and how easy shares are to buy or sell; think of it like a tiered ticket that gives different access and influence at the same event.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Climate Transition Special Opportunities SPAC I LP

(Last) (First) (Middle)

C/O ENERGY TRANSITION SPECIAL

OPPORTUNITIES 71 ORCHARD PL, UNIT 1

(Street)

GREENWICH CONNECTICUT 06830

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Energy Transition Special Opportunities [ ETSS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/18/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(1)	$11.5	05/18/2026		P		3,500,000		(3)	(4)	Class A Ordinary Shares	3,500,000	(1)	3,500,000	D(2)

1. Name and Address of Reporting Person^*

Climate Transition Special Opportunities SPAC I LP

(Last) (First) (Middle)

C/O ENERGY TRANSITION SPECIAL

OPPORTUNITIES 71 ORCHARD PL, UNIT 1

(Street)

GREENWICH CONNECTICUT 06830

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

ZULKOSKI ROBERT JOSEPH

(Last) (First) (Middle)

C/O ENERGY TRANSITION SPECIAL

OPPORTUNITIES 71 ORCHARD PL, UNIT 1

(Street)

GREENWICH CONNECTICUT 06830

(City) (State) (Zip)

UNITED STATES

(Country)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

Explanation of Responses:

1. Simultaneously with the consummation of the Issuer's initial public offering, Climate Transition Special Opportunities SPAC I LP (the "Sponsor") acquired, at a price of $1.00 per warrant, 3,500,000 (the "Private Placement Warrants") in a private placement for an aggregate purchase price of $3,500,000. Each whole private placement warrant is exercisable to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment, terms and limitations, as described in the Registration Statement on Form S-1 (File No. 333-290458) related to the Issuer's initial public offering.

2. 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.

3. The Private Placement Warrants will become exercisable at any time commencing 30 days after the completion of the Company's initial business combination.

4. The Private Placement Warrants will expire five years after the completion of the Company's initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

	/s/ Tricia Branker, Attorney-in-Fact	05/20/2026
	** Signature of Reporting Person	Date
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 4 (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 4: SEC 1474 (03-26)

FAQ

What did Climate Transition Special Opportunities SPAC I LP buy in the ETSS Form 4?

Climate Transition Special Opportunities SPAC I LP bought 3,500,000 private placement warrants of Energy Transition Special Opportunities. The purchase price was $1.00 per warrant, resulting in an aggregate investment of $3,500,000 in these derivative securities.

What are the key terms of the ETSS private placement warrants?

Each private placement warrant allows purchase of one Class A ordinary share at $11.50 per share. The warrants become exercisable 30 days after completion of the company’s initial business combination and expire five years after that completion date, subject to redemption or liquidation.

How many ETSS warrants does the sponsor hold after this transaction?

After this transaction, Climate Transition Special Opportunities SPAC I LP holds 3,500,000 private placement warrants. These warrants were all acquired at $1.00 per warrant, representing a total purchase price of $3,500,000 for the sponsor entity.

What is Robert Zulkoski’s relationship to the ETSS sponsor and these warrants?

The sponsor’s general partner is controlled indirectly by Robert Zulkoski, so he may be deemed to beneficially own related Class B ordinary shares. He expressly disclaims beneficial ownership of these interests except to the extent of his pecuniary, or economic, interest.

When do the ETSS private placement warrants become exercisable and when do they expire?

The private placement warrants become exercisable at any time starting 30 days after Energy Transition Special Opportunities completes its initial business combination. They expire five years after that completion, at 5:00 p.m. New York City time, or earlier upon redemption or liquidation.