SEC Comment Letter 0000000000-23-000476 to CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648) (NOEM)
CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648)
Date: Jan. 17, 2023 · CIK: 0001956648 · Accession: 0000000000-23-000476
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Letter
United States securities and exchange commission logo January 17, 2023 E. Will Gray II Chairman and Chief Executive Officer CO2 Energy Transition Corp. 1334 Brittmoore Rd, Suite 190 Houston, TX 77043 Re:CO2 Energy Transition Corp. Draft Registration Statement on Form S-1 Submitted December 21, 2022 CIK No. 0001956648 Dear E. Will Gray II: We have reviewed your draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statement on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Draft Registration Statement on Form S-1 submitted December 21, 2022 Risk Factors If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors..., page 37 1.We note disclosure that your sponsor, officers, directors, advisors and their affiliates may purchase shares in the open market from public shareholders for the purpose of voting those shares in favor of a proposed business combination, thereby increasing the likelihood of the completion of the combination. Please explain how such purchases would comply with the requirements of Rule 14e-5 under the Exchange Act. Refer to Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for guidance.
FirstName LastNameE. Will Gray II Comapany NameCO2 Energy Transition Corp. January 17, 2023 Page 2 FirstName LastName E. Will Gray II CO2 Energy Transition Corp. January 17, 2023 Page 2 We may issue our shares to investors in connection with our initial business combination at a price..., page 64 2.We note your disclosure that you may issue shares to investors in PIPE transactions that may be less, and potentially significantly less, than the market price for your shares at such time. Please expand your disclosure to describe how the terms of such financings may impact public shareholders. Management, page 114 3.Please clarify the business experience of E. Will Gray II during the past five years as required by Item 401(e) of Regulation S-K. General 4.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. You may contact Jeffrey Lewis at 202-551-6216 or Wilson Lee at 202-551-3468 if you have questions regarding comments on the financial statements and related matters. Please contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544 with any other questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Joan S. Guilfoyle
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United States securities and exchange commission logo
January 17, 2023
E. Will Gray II
Chairman and Chief Executive Officer
CO2 Energy Transition Corp.
1334 Brittmoore Rd, Suite 190
Houston, TX 77043
Re:CO2 Energy Transition Corp.
Draft Registration Statement on Form S-1
Submitted December 21, 2022
CIK No. 0001956648
Dear E. Will Gray II:
We have reviewed your draft registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form S-1 submitted December 21, 2022
Risk Factors
If we seek stockholder approval of our initial business combination, our sponsor, directors,
officers, advisors..., page 37
1.We note disclosure that your sponsor, officers, directors, advisors and their affiliates may
purchase shares in the open market from public shareholders for the purpose of voting
those shares in favor of a proposed business combination, thereby increasing the
likelihood of the completion of the combination. Please explain how such purchases
would comply with the requirements of Rule 14e-5 under the Exchange Act. Refer to
Tender Offer Rules and Schedules Compliance and Disclosure Interpretation 166.01 for
guidance.
FirstName LastNameE. Will Gray II
Comapany NameCO2 Energy Transition Corp.
January 17, 2023 Page 2
FirstName LastName
E. Will Gray II
CO2 Energy Transition Corp.
January 17, 2023
Page 2
We may issue our shares to investors in connection with our initial business combination at a
price..., page 64
2.We note your disclosure that you may issue shares to investors in PIPE transactions that
may be less, and potentially significantly less, than the market price for your shares at
such time. Please expand your disclosure to describe how the terms of such financings
may impact public shareholders.
Management, page 114
3.Please clarify the business experience of E. Will Gray II during the past five years as
required by Item 401(e) of Regulation S-K.
General
4.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you
from completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
You may contact Jeffrey Lewis at 202-551-6216 or Wilson Lee at 202-551-3468 if you
have questions regarding comments on the financial statements and related matters. Please
contact Pearlyne Paulemon at 202-551-8714 or Jeffrey Gabor at 202-551-2544 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Joan S. Guilfoyle