ETSS SEC filings, in plain English
Everything Energy Transition Spec Opp has filed with the SEC that we hold — 26 filings, newest first, 24 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: A Schedule 13G Joint Filing Agreement (Exhibit 99.1) that consolidates a single beneficial ownership report on behalf of four affiliated reporting parties—Magnetar Financial LLC, Magnetar Capital Partners LP, Supernova Management LLC, and David J. Snyderman—pursuant to Rule 13d-1(k) of the Securities Exchange Act of 1934. The filing establishes a joint reporting arrangement for a Statement dated June 30, 2026. Executed on August 13, 2026, via attorney-in-fact Hayley Stein, the document contains no amended share counts, ownership percentages, or transaction disclosures. It does not announce redemptions, trust account adjustments, extension proposals, merger target discoveries, or changes to sponsor conduct. Why it matters: This is a standard regulatory compliance instrument rather than a strategic disclosure. According to the Exhibit, the named Magnetar-affiliated entities and Mr. Snyderman have simply agreed that a single Schedule 13G filing satisfies their individual obligations, with any future amendments requiring joint signatures. Because the agreement dictates only administrative filing logistics, it provides no actionable intelligence regarding cash preservation, shareholder exit windows, or deal progression. Until the filers submit an amended Schedule 13G or 13D reflecting actual position changes, this document carries no mechanical weight on the SPAC’s operational trajectory.
What changed: A Joint Filing Agreement (Exhibit 99.1) attached to a Schedule 13G, executed on August 12, 2026, by Adage Capital Management, L.P., Robert Atchinson, and Phillip Gross, establishing coordinated filing obligations under Rule 13d-1(k) and assigning individual responsibility for the completeness and accuracy of each signatory’s portion of the beneficial ownership disclosure. The text provides no beneficial ownership percentages, share quantities, acquisition dates, prices paid, or triggering events. It does not modify trust value, extend the redemption/decombination deadline, identify a target, advance merger negotiations, or reflect sponsor conduct shifts. The only figures present in the filing excerpt are the exhibit designation (EX-99.1), the document sequence identifier (p15027534-exh99_1.htm), the SEC access number (0000919574-26-004990), and the execution date (August 12, 2026). Why it matters: For investors tracking redemption pressure, trust maintenance, extension mechanics, and deal progress, this submission confirms institutional retention but supplies zero operational transparency. Because the mandatory Schedule 13G cover pages—where the SEC mandates exact percentages owned, total shares beneficially owned, and sole/voting/shared power allocations—are missing, shareholders cannot determine whether the position represents cash-settled exposure, signals intent to support a future extension vote, or precedes a public target announcement. Until the operative ownership data appears, the agreement remains administratively inert regarding liquidation timelines, merger valuation, or sponsor accountability.
What changed: Routine compliance exhibit attached to a Schedule 13G — specifically, bilateral Powers of Attorney executed by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC authorizing designated employees to execute and deliver SEC beneficial ownership filings under Rule 13f-1 or Regulation 13D-G. The document updates the internal authorization protocol for Goldman Sachs’ regulatory submissions. As stated by The Goldman Sachs Group, Inc. and Goldman Sachs & Co. LLC, the Powers of Attorney expressly supersede prior instruments dated July 16, 2025, remain in full force until July 8, 2027 and July 2, 2027 respectively, and appoint seventeen current employees acting individually as lawful attorneys-in-fact to sign filings on the firms' behalf. The text discloses no transaction history, share quantities, ownership percentages, or pricing data related to ETSS. Why it matters: For investors tracking redemption windows, trust distribution schedules, extension votes, target acquisition timelines, or sponsor conduct, this filing dictates no mechanical shift. According to the executing companies, the document’s sole purpose is to delegate signing authority for routine SEC disclosure delivery. Because neither The Goldman Sachs Group, Inc. nor Goldman Sachs & Co. LLC attaches schedule narratives, amendment notices, proxy materials, or redemption threshold reports for ETSS, no changes to the November 18, 2027 liquidation deadline, capital account balances, merger negotiation status, or sponsor governance practices are recorded here. Standard procedural housekeeping carries zero operational implication for the SPAC's lifecycle or investor liquidity events.
What changed: A Form 10-Q (Quarterly Report) filed by Energy Transition Special Opportunities, a blank-check SPAC, for the period ended June 30, 2026. This is the company's first periodic report after its IPO. This filing covers the period from inception through the June 30, 2026 quarterly period. It documents the SPAC's formation, its IPO that closed on May 18, 2026 (selling 15 million units at $10.00 for gross proceeds of $150 million), the simultaneous private placement of 5.375 million warrants for $5.375 million, and the mechanics of the trust account. The trust held $151,378,525 as of June 30, 2026, with a per-share redemption value of $10.09. The company's deadline to complete a business combination is 18 months (Nov. 2027) or 24 months if a deal is signed within 18 months. The filing shows the Sponsor forfeited 750,000 founder shares because the underwriters' over-allotment option was not exercised. The company had $747,253 in cash outside the trust and working capital of $694,679 as of June 30, 2026. No business combination agreement has been announced; the company is in the searching phase. Why it matters: This filing is critical for investors tracking the earliest possible redemption timeline and the health of the trust. The trust's per-share redemption value ($10.09) provides the baseline for future redemptions. The 18-month deadline from the IPO (May 18, 2026) is November 18, 2027, which is the most likely hard deadline for a deal unless the company seeks an extension with a shareholder vote. The forfeiture of the over-allotment shares and the relatively low cash balance of $747,253 indicate the Sponsor has limited working capital to sustain a long search. The filing is otherwise routine, establishing the baseline financial position for this newly-public SPAC.
trust accountnothing moved · 1 with no prior record of ours
- Trust account
- not previously extracted$151.4M
The clause “Deferred offering costs 326,110 Prepaid insurance long term 127,975 Investments held in Trust Account 151,378,525 Total Assets $ 152,418,322 $ 326,110 Liabilities, Class A Ordinary Shares Subject to Possible Redemption, and Shareholders”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: 10-Q (Quarterly Report) for a blank check company (SPAC) that completed its IPO on May 18, 2026, covering the pre-IPO period ended March 31, 2026, with subsequent events detailing the IPO closing. The SPAC consummated its IPO of 15,000,000 units at $10.00 per unit, raising $150,000,000; simultaneously closed a private placement of 5,375,000 warrants at $1.00 each, generating $5,375,000; net proceeds of $150,750,000 deposited into trust ($10.05 per Public Share). Underwriters forfeited their over-allotment option, triggering forfeiture of 750,000 Class B founder shares, leaving Sponsor with 4,925,000 founder shares and each of three independent directors with 25,000. No Class A shares or warrants were outstanding as of March 31, 2026. The company had no cash and a working capital deficit of $451,603 pre-IPO. No business combination has been identified or announced. Why it matters: Sets the trust value per share at $10.05 (not $10.09 as previously labeled; the filing states $10.05) and establishes the 18-month deadline of November 18, 2027 (subject to possible 24-month extension if a business combination agreement is signed within 18 months). The sponsor's forfeiture of over-allotment shares indicates alignment with public shareholders. Investors can now track the redemption mechanics and trust value from this first post-IPO filing.
What changed: A Form 8-K current report and accompanying Exhibit 99.1 press release. The registrant announced via its press release that, commencing June 4, 2026, holders of the units sold in the initial public offering may elect to separately trade the underlying Class A ordinary shares and warrants. Separated shares and warrants will trade under symbols 'ETSS' and 'ETSS WS', while intact units remain 'ETSS U'. According to the filing, each unit contains one Class A ordinary share and one-half of one redeemable warrant exercisable at $11.50 per share. The press release further notes the company's registration statement became effective on May 14, 2026, and identifies a prior corporate name change from 'Climate Transition Special Opportunities SPAC I' to its current name on September 15, 2025. No changes are reported to the trust account balance, shareholder redemption mechanics, business combination targets, or the termination deadline. Why it matters: Post-IPO unit separation unlocks independent trading for equity and derivatives, altering liquidity profiles and potential warrant exercise economics before a definitive merger agreement is finalized. For portfolio managers monitoring SPAC lifecycles, this filing confirms the successful closing of the public offering and establishes baseline mechanics for share/warrant handling during the search period. The rebranding away from 'Climate' toward 'Energy Transition' suggests management's strategic positioning for broader sector coverage, though the press release specifies targeting opportunities in climate transition, specialty finance, renewable energy, and regenerative agriculture sectors.
What changed: A Joint Filing Agreement (Exhibit 99.1) executed to satisfy the grouping requirements of Rule 13d-1(k) for a consolidated Schedule 13D beneficial ownership statement covering Energy Transition Special Opportunities ordinary shares. According to the agreement dated May 26, 2026, the reporting entities—Climate Transition Special Opportunities SPAC I GP LLC (general partner), Pangaea Investments, LLC (sole member), and Robert Zulkoski (Authorized Signatory)—agree to submit a single Schedule 13D on their collective behalf. The filers specify that each party assumes responsibility solely for the accuracy and completeness of information concerning its own holdings, while explicitly disclaiming liability for the others’ disclosed data. The document reports zero adjustments to redemption windows, trust distributions, extension approvals, merger negotiations, or target acquisition progress. No share counts, acquisition prices, or ownership percentages are included. Why it matters: Because the SPAC’s governing vehicle, its investment manager, and its signatory have structured a joint regulatory submission, investors tracking sponsor alignment and insider aggregation can expect their combined equity positions to be reported through a single filing channel. The liability-separation language reflects a standard risk-allocation practice among affiliated entities preparing to publicly disclose accumulated stakes, indicating organized internal coordination rather than independent market activity. As a purely administrative exhibit lacking the primary Schedule 13D data schedules, the document does not trigger redemptions, alter the per-share trust value, advance the search phase, or affect the sponsor’s fiduciary timeline. Market participants awaiting concrete indicators of target validation, financing closings, or voting thresholds must await the accompanying Schedule 13D body or subsequent merger proxy filings.
What changed: A Current Report on Form 8-K confirming the consummation of Energy Transition Special Opportunities’ Initial Public Offering and concurrent private placement, accompanied by an audited balance sheet and comprehensive notes to financial statements. Per Item 8.01 and the accompanying audited balance sheet, the Company consummated its IPO on May 18, 2026, selling 15,000,000 units at $10.00 per unit for $150,000,000 in gross proceeds, alongside a private placement of 5,375,000 warrants to sponsor Climate Transition Special Opportunities SPAC I LP and underwriter Cohen & Company Capital Markets for $5,375,000. According to the filing, $150,750,000 ($10.05 per unit) was deposited into a U.S. trust account administered by Continental Stock Transfer & Trust Company. The notes state that public shareholders may redeem shares at a pro rata portion of the trust account balance, initially anticipated to be $10.05 per share plus net interest, with management specifying no maximum redemption threshold. Sponsor liability agreements documented in Note 1 protect the trust corpus unless diminished by third-party claims below the lesser of $10.05 per share or the actual per-share trust value. The Company has 18 months from closing to execute a business combination—extending to 24 months if an agreement is signed within the initial window—and the charter requires shareholder approval for any extension, preserving redemption rights throughout. The underwriters forfeited their 45-day option for up to 2,250,000 units on May 18, 2026, triggering the surrender of 750,000 Class B founder shares by the sponsor. Furthermore, Cohen & Company waived its right to the $6,000,000 deferred underwriting commission in the event of an unsuccessful business combination, redirecting those funds back to the trust for public redemption, per the underwriting agreement terms disclosed in the filing. Why it matters: The notes to financial statements detail operational and structural parameters governing the entity pre-deal. Management and the board confirmed through the financial disclosures that the Company will generate only non-operating interest income from trust proceeds until completing a transaction, while paying the sponsor up to $20,000 monthly for administrative services starting May 14, 2026. The audit reports indicate transaction costs totaled $9,598,172, leaving working capital of $795,515 outside the trust, though subsequent sponsor transfers of $789,714 settled operating accounts per Note 10. Strategic criteria published in the notes state that any target must possess an aggregate fair market value of at least 80% of the trust account excluding deferred commissions and taxes, and the post-combination entity must hold 50% or more of voting securities to avoid Investment Company Act registration, as determined by management. Personnel disclosures identify Robert Zulkoski as Chief Executive Officer, with three independent directors each holding 25,000 founder shares valued based on sponsor issuance metrics per Note 6. Additional capital-raising provisions allow related parties to lend up to $1,500,000 for transaction costs, convertible into units at $10.00 per unit upon a business combination closure, a mechanism noted by management as optional but structurally available to extend runway without drawing down trust assets. These provisions collectively define the liquidity ceiling, dilution vectors, and governance constraints that will govern all future negotiations and redemption calculations.
What changed: Form 4 — insider ownership report referenced under SEC number 0001213900-26-059790 and filed on 2026-05-20 for Energy Transition Special Opportunities. The filing declares that reporting persons Climate Transition Special Opportunities SPAC I LP and Director and Chief Executive Officer Robert Joseph Zulkoski, each designated as 10% owners, have no non-derivative transactions or holdings changes to report, leaving sponsor equity positions and capital deployment mechanics unaltered. Why it matters: For investors tracking the stated 2027-11-18 redemption deadline and the reported $10.09 trust/share value, this routine compliance exhibit delivers no new strategic direction, partnership announcements, litigation updates, or personnel shifts beyond the filer’s own confirmation of standard SEC reporting adherence. Because the document reports zero insider movement, it offers no early signal on extension timelines, target identification velocity, or sponsor liquidity events, though it does confirm uninterrupted 10% ownership for both named entities exactly as declared by the filer.
What changed: Form 8-K reporting the closing of the initial public offering of a blank check company (SPAC) and related agreements. ETSS completed its IPO of 15,000,000 units at $10.00 per unit, generating $150,000,000 gross proceeds; $150,750,000 deposited in trust ($10.05 per unit); 5,375,000 private placement warrants sold for $5,375,000; appointed three directors; adopted amended charter; entered into standard SPAC agreements. Why it matters: Establishes the trust value per share at $10.05, sets the deadline for a business combination at 18 months (Nov 18, 2027) with possible 6-month extension, and defines sponsor lock-ups and redemption mechanics; SPAC now searching for a target in climate transition, specialty finance, renewable energy, or regenerative agriculture.
What changed: Initial public offering prospectus for Energy Transition Special Opportunities (ETSS), a blank check company (SPAC) seeking targets in climate transition, specialty finance, renewable energy, and regenerative agriculture. This is the initial prospectus for the SPAC's IPO; no prior public filings exist for comparison. It establishes all offering terms: 15,000,000 units at $10.00 per unit, each consisting of one Class A ordinary share and one-half of one redeemable warrant. Trust account funded at $10.05 per unit ($150,750,000 aggregate). Deadline to complete a business combination is 18 months (or 24 months if a definitive agreement is signed within 18 months), with possible extensions up to 36 months via shareholder vote. Public shareholders may redeem shares for cash at the trust value (initially $10.05) regardless of vote, subject to a 15% per-group cap without consent. Sponsor purchased 5,750,000 founder shares for $25,000 ($0.004 per share, subject to forfeiture of up to 750,000 shares depending on overallotment). Sponsor also committed to purchase 3,500,000 private placement warrants at $1.00 each; underwriters committed to 1,875,000 private placement warrants. Warrants exercisable at $11.50 per share, becoming exercisable 30 days after a business combination and expiring five years thereafter. Founder shares have anti-dilution protection converting at 25% of outstanding shares post-combination. Underwriters receive $0.60 per unit in total compensation ($0.20 cash upfront, $0.125 used to purchase private placement warrants, and $0.40 deferred until completion). Why it matters: This filing provides the definitive terms for investors evaluating the SPAC's trust per share ($10.05), redemption mechanics (including the 15% cap), deadline structure, sponsor economics (nominal cost of founder shares creating significant dilution risk), and warrant terms. The document also discloses management's track record, including past SPACs that liquidated or delisted, and details sponsor conflicts of interest. Investors can now assess the risk/reward of holding units, shares, or warrants.
What changed: A Form 3 insider ownership report, categorized as a routine compliance exhibit required under Section 16(a) to disclose initial or updated beneficial equity positions held by corporate insiders. The filing attributes to Reporting Person Andrew Peter Childs, identified in the text solely as Chief Financial Officer, a direct statement that 'No non-derivative transactions or holdings reported.' There is no documented change to insider equity, nor does the text reference trust valuation, redemption timelines, extension proceedings, merger pipeline status, or sponsor governance adjustments. Why it matters: For investors tracking redemption calendars and trust accounting, a compliant yet substantively empty Form 3 confirms administrative registration without signaling executive liquidity events, pre-deal positioning, or trust distribution triggers. The explicit absence of reported transactions means the filing delivers zero forward-looking data on business combination progress or capital allocation, leaving the search-phase operational baseline unchanged. In SPAC monitoring workflows, such disclosures function as procedural markers rather than structural catalysts, offering no actionable insight for timing extensions, assessing sponsor alignment, or evaluating counterpart exposure beyond verifying current officer identity.
What changed: A routine compliance exhibit: SEC Form 3 — insider ownership report. Director Emily Starr Kreps recorded zero non-derivative transactions or changes in beneficial ownership. Redemption calendars, trust per-share value mechanics, extension voting schedules, merger search progress, and sponsor conduct records remain entirely unaffected. Why it matters: Form 3 filings serve as mandatory governance checkpoints that log whether corporate insiders have adjusted equity positions. By explicitly confirming that no shares were acquired, liquidated, or converted, the issuer Energy Transition Special Opportunities establishes a static director holding baseline. For investors tracking capital return windows or deal momentum, this neutral compliance marker carries no signaling weight regarding target quality, valuation expectations, or execution probability. The filing introduces no claims regarding customer relationships, revenue projections, addressable market sizing, proprietary technology, commercial partnerships, pending litigation, or executive personnel changes. Consequently, there are no adjustments to redemption thresholds, trust distribution timelines, or extension triggers, and the investor calculus remains dependent on future prospectus supplements or preliminary proxy materials.
What changed: SEC Form 3 insider ownership report documenting initial equity positions for director Julien Gary M in Energy Transition Special Opportunities. Per the filing dated 2026-05-14 (Index No. 0001213900-26-056996), the registrant declares that "No non-derivative transactions or holdings reported." There is consequently no alteration to the 2027-11-18 liquidation deadline, the $10.09 trust per share, the SEARCHING-phase trajectory, target acquisition progress, or sponsor conduct. Director Julien Gary M’s securities baseline remains static. Why it matters: For investors tracking redemption mechanics and capital allocation, this declaration provides a verifiable governance checkpoint confirming no directional shifts by a named director ahead of the two-year deadline. The explicit zero-reporting reduces short-term dilution speculation, maintains structural neutrality for upcoming extension votes or combination announcements, and establishes a clean audit trail for subsequent Form 4/5 disclosures without introducing new contractual or financing terms.
What changed: This document IS a Form 3 — insider ownership report, functioning as a routine compliance exhibit rather than a merger agreement, resignation, or investor presentation. Per the filing, 'No non-derivative transactions or holdings reported.' Consequently, there are no updates to redemption deadlines, trust value, extension parameters, deal progress, or sponsor conduct metrics. Why it matters: The reporting person’s Form 3 attributes zero beneficial ownership in Energy Transition Special Opportunities to Director Schwartz as of the filing date. Because the submission contains no equity or derivative positions, it does not alter public float composition, sponsor alignment, or redemption liquidity calculations. While routinely classified as a compliance exhibit rather than a substantive corporate action, it establishes a verified baseline for insider position tracking; subsequent filings would be required before any transaction could influence merger-timing models, trust-distribution sequencing, or sponsor-conduct evaluations. The filing bears no direct mechanical impact on the fund’s liquidation or de-SPAC pathway.
What changed: Routine compliance exhibit — SEC Form 3 insider ownership report. The filing identifies Climate Transition Special Opportunities SPAC I LP and director and Chief Executive Officer Robert Joseph Zulkoski as reporting persons, each designated a 10% owner. Under the explicit disclosure 'No non-derivative transactions or holdings reported,' the submission confirms zero insider purchases, sales, or derivative adjustments during the reporting window. For investors tracking redemptions, trust dynamics, extension proposals, and deal progress, the document registers no mechanical shift: sponsorship capital remains undisturbed, no merger target, definitive agreement, or PIPE commitment is cited, and no liquidation or conversion trigger is announced. The record carries accession 0001213900-26-056987 and was submitted on 2026-05-14. Why it matters: In a SEARCHING-phase special-purpose acquisition vehicle, Form 3 filings function as ownership baselines rather than directional cues. The stated absence of reported transactions leaves the 10% anchor positions intact, indicating neither the founding limited partnership nor the Chief Executive Officer has injected capital to support trading liquidity or signal pre-merger conviction. With no insider accumulation, redemption pressure calculations remain purely driven by public stockholders, and trust distributions stay frozen until a business combination or dissolution vote occurs. Investors monitoring extension notices, warrant exercise math, or sponsor alignment should treat this administrative checkpoint as neutral custody maintenance pending substantive merger disclosures.
What changed: A Form 8-A for Registration of Certain Classes of Securities pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934. It formally registers three classes of securities for quotation on The New York Stock Exchange: Units (each comprising one Class A ordinary share and one-half of one redeemable warrant), Class A ordinary shares (par value $0.0001 per share), and whole warrants (each exercisable for one Class A ordinary share at an exercise price of $11.50). The filing does not modify redemption mechanics, trust value calculations, extension rules, or combination timelines. Per the signatory block, Chief Executive Officer Robert Zulkoski authorized the registration. The warrant terms incorporate adjustment provisions referenced in the Registration Statement (File No. 333-290458), initially filed on September 22, 2025. Tracked parameters such as a $10.09 trust value and a November 18, 2027 deadline are unaffected by this administrative step. Why it matters: This is a routine listing compliance document that confirms exchange qualification without introducing operational disclosures. The registrant makes no statements in this filing regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel beyond attributing executive authority to Robert Zulkoski. Because it solely effects Section 12(b) registration without altering the company’s capital structure or search clock, it carries low near-term materiality for investors monitoring redemption windows or deal acceleration.
What changed: Amendment No. 6 to a Registration Statement on Form S-1 (S-1/A) for a proposed initial public offering by Energy Transition Special Opportunities, a blank-check SPAC. This is an S-1/A pre-effective amendment. No substantive changes to business terms (trust value, deadline, sponsor structure) are visible relative to prior filings; the filing primarily updates formatting, exhibits, and XBRL tagging to advance the registration toward effectiveness. Key mechanics remain: trust per share is $10.05 ($150.75M into trust for 15M units, excluding over-allotment); deadline is 18 months post-IPO (24 months if letter of intent signed by month 18); sponsor has 5.75M founder shares ($0.004/share); public warrants redeemable at $0.01 if Class A shares close above $18.00 for 20 of 30 trading days. Why it matters: This is the most recent pre-effective S-1 (Amendment 6), meaning the SEC review process is progressing. All core SPAC terms are unchanged and disclosed—$10.05 trust, 18-month deadline, founder shares at nominal cost, sponsor-led with controlled governance. The large volume of risk-factor detail (SEC Investment Company Act risk, PFIC, conflicts, warrants) signals a standard but complex blank-check structure. The filing is material for establishing baseline terms for any investor tracking this SPAC pre-IPO.
What changed: Amendment No. 5 to Form S-1, a registration statement and preliminary prospectus for ETSS's proposed $150,000,000 IPO of 15,000,000 units at $10.00 per unit plus a 2,250,000-unit over-allotment option, with exhibits including forms of underwriting agreement, warrant agreement, investment management trust agreement, registration rights agreement, insider letter, private placement warrant purchase agreements, auditor consent and fee table. The filing is the next amended version of the IPO registration statement, dated April 24, 2026, and includes the audited financial statements and audit report dated April 24, 2026 as well as finalized forms of the underwriting and ancillary agreements. It is still a preliminary prospectus subject to completion; the offering closing date and some underwriting terms remain blank. The company reiterates that it has not selected a business combination target and that no substantive target discussions have been initiated, directly or indirectly. Why it matters: It establishes the trust and redemption architecture the SPAC will operate under: $150,750,000 of offering and private-placement proceeds, described as $10.05 per public share, will be deposited into a U.S. trust with Continental; public shareholders may redeem at the initial business combination at a per-share price equal to the trust account amount as of two business days before closing; there is no specified maximum redemption threshold, but a 15% per-shareholder redemption cap applies without prior consent in the shareholder-approval route; warrants have no redemption rights. The company must complete an initial business combination within 24 months of closing, may seek shareholder approval for extensions with redemption rights, and states it does not expect to extend beyond 36 months from closing. It also details sponsor economics and conflicts: sponsor paid $25,000 for 5,750,000 founder shares (approximately $0.004 per share), transferred 75,000 founder shares to independent directors, will buy 3,500,000 private placement warrants at $1.00 each, may receive up to $20,000 per month for administrative services, repayment of up to $300,000 of offering loans, and up to $1,500,000 of working capital loans convertible into warrants, while giving a limited trust indemnity. This filing is the foundational terms document and confirms the vehicle is still pre-transaction and searching.
What changed: Amendment No. 4 to the registration statement on Form S-1 for Energy Transition Special Opportunities, a SPAC still searching for a business combination target, filed as a preliminary prospectus subject to completion. It sets forth the terms of a proposed $150 million initial public offering of 15,000,000 units (each consisting of one Class A ordinary share and one-half of one redeemable warrant) at $10.00 per unit. The amendment changes the company's legal name from Climate Transition Special Opportunities SPAC I to Energy Transition Special Opportunities (effective March 27, 2026); updates audited financial statements for the period July 11, 2025 (inception) through December 31, 2025, reflecting a net loss of $45,622 and a working capital deficit of $346,732; updates the management team and independent director biographies; revises risk factors (e.g., Investment Company Act risk, SPAC rule changes); updates dilution and capitalization tables; and includes for the first time exhibits such as the form of underwriting agreement, amended and restated memorandum and articles, and warrant agreement. The offering size and unit composition remain unchanged from prior filings. Why it matters: This amendment brings the registration statement closer to effectiveness by incorporating SEC comments and providing the most current financial and structural information. The name change may indicate a refined investment focus. The updated financial statements reveal the limited working capital available post-offering ($1.275 million outside trust) and the going concern risk if the IPO fails. Investors can assess the final terms, lock‑up periods, redemption mechanics, and potential dilution, all of which are critical for evaluating whether to participate in the offering.
What changed: Amendment No. 3 to Form S-1 registration statement for an initial public offering of units by Climate Transition Special Opportunities SPAC I, a blank check company incorporated in Cayman Islands, seeking to raise $150 million at $10.00 per unit. The document includes a preliminary prospectus with complete terms of the offering, risk factors, use of proceeds, dilution, management discussion, and financial statements as of December 31, 2025. This is the third amendment to the S-1. The filing updates the prospectus with audited financial statements as of December 31, 2025, updated capitalization tables, and revised dilution calculations reflecting the company's financial position as of that date. No material changes to the business strategy or offering terms from prior amendments are explicitly noted in the document. Why it matters: The filing provides the first audited financial statements for the SPAC, showing zero cash and a working capital deficit as of December 31, 2025, with substantial doubt about going concern unless the IPO proceeds. It details the IPO structure, including a $10.00 trust per share, sponsor compensation (founder shares at $0.004 per share, private placement warrants at $1.00), and redemption rights for public shareholders. The 24-month deadline to complete a business combination starts from the closing of the IPO. This filing is critical for investors evaluating the SPAC's financial condition, sponsor incentives, and the terms of the offering.
What changed: Amendment No. 2 to Form S-1 Registration Statement filed solely to refile Exhibit 107 (the Filing Fee Table) for Climate Transition Special Opportunities SPAC I. The filing explicitly states it does not amend or delete any portion of the Registration Statement other than re-submitting the fee calculation exhibit. It restates Item 13 (offering expenses), Item 14 (indemnification and trust waiver provisions), Item 15 (recent unregistered sales of founder shares and private placement warrants), and Item 17 (standard prospectus undertakings) alongside the updated Exhibit 107. Why it matters: The document contains no updates regarding the trust account balance, shareholder redemption terms, business combination deadline, or extension mechanics. According to the filing, the sponsor paid $25,000 on July 30, 2025, for 4,541,667 Class B ordinary shares, followed by a 1 for 1.266054953 share split on September 4, 2025, resulting in 5,750,000 founder shares. In September 2025, the sponsor allocated 25,000 founder shares to each of three independent director nominees at approximately $0.004 per share, leaving the sponsor with 5,675,000 founder shares. The filing states that officers and directors have agreed to waive any right, title, interest, or claim in or to the trust account. It also discloses a concurrent private placement commitment of 5,000,000 warrants (or 5,450,000 if over-allotment is exercised in full) at $1.00 per warrant ($11.50 exercise price), noting they will be worthless if no initial business combination is completed. Offering costs outside the underwriting discount are itemized as legal fees ($250,000), printing and engraving ($40,000), trustee fees ($40,000), accounting fees ($50,000), SEC/FINRA expenses ($83,000), travel and road show ($20,000), NYSE listing fees ($85,000), and miscellaneous ($157,000), totaling $725,000. The refiled Exhibit 107 registers 17,250,000 units at a proposed maximum offering price of $10.00 ($172,500,000.00 aggregate) plus 5,750,000 underlying warrant shares at $11.50 ($66,125,000.00 aggregate), yielding a total offering amount of $238,625,000.00. After deducting $41,595.36 in previously paid fees, the table calculates a net fee due of $0.00. Because it is a purely administrative correction to a fee exhibit with zero revisions to prospectus disclosures, redemption mechanics, trust conditions, or acquisition timelines, it does not alter investor terms or SPAC operational clocks.
What changed: Amendment No. 1 to Registration Statement on Form S-1 for an initial public offering of a special purpose acquisition company (SPAC) seeking a business combination target in climate transition and related sectors. This is the first amendment to the S-1, updating financial statements as of September 30, 2025 and August 12, 2025, and including exhibits such as the underwriting agreement, warrant agreement, registration rights agreement, and indemnity agreements. The IPO terms remain largely unchanged from the initial filing, with 15,000,000 units offered at $10.00 per unit, each unit consisting of one Class A ordinary share and one-third of a warrant. The trust is set at $150,000,000 ($10.00 per public share). No business combination target has been identified. Why it matters: This filing provides the first detailed financial statements and full set of IPO documents for a new SPAC. It confirms the sponsor's nominal investment ($25,000 for 5.75M founder shares), the 24-month deadline to complete a business combination with possible extensions, and the redemption mechanics (public shareholders can redeem at trust value per share). The filing also details potential conflicts of interest, dilution, and the sponsor's compensation. The market opportunity and management team are described. No deal progress is reported.
What changed: S-1 registration statement (initial public offering prospectus) for Climate Transition Special Opportunities SPAC I, a blank check company. **Note:** This filing is for a different entity than the ETSS ticker referenced in the prompt; the document's tickers are CLSOU/CLSO/CLSOW. Initial filing of an S-1 for a new SPAC IPO. No prior public filings exist. The document sets forth the offering terms (15M units at $10.00, $150M trust), trust mechanics, redemption rights, sponsor compensation, business strategy targeting climate transition / specialty finance / renewable energy / regenerative agriculture, and management biographies. No business combination target has been selected or discussed. Why it matters: Establishes a $150 million trust account ($10.00 per share), a 24-month deadline to consummate a business combination (with the ability to seek shareholder extensions, though not expected beyond 36 months), and standard redemption rights (with a 15% cap on redemptions without consent if a shareholder vote is held). The sponsor paid only $25,000 for 5.75 million founder shares ($0.004/share), creating a powerful incentive to complete a deal. Management has a mixed SPAC history: one completed deal (Clever Leaves, now trading at $0.0004), one liquidation (Schultze SPAC II at $10.57), and one still searching (Cartesian Growth Corp II). No target has been identified, and the filing contains extensive risk disclosures about sponsor conflicts, dilution, and the challenges of finding a suitable acquisition.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.