SEC Comment Letter 0000000000-23-002170 to CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648) (NOEM)
CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648)
Date: March 3, 2023 · CIK: 0001956648 · Accession: 0000000000-23-002170
AI Filing Summary & Sentiment
File numbers found in text: 333-269932
Letter
United States securities and exchange commission logo March 3, 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. Registration Statement on Form S-1 Filed February 23, 2023 File No. 333-269932 Dear E. Will Gray II: We have reviewed your amended registration statement and have the following comment. 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 amending your registration statement and providing the requested information. If you do not believe our comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to the comment, we may have additional comments. Registration Statement on Form S-1 filed February 23, 2023 Risks Related to Ownership of Our Securities and This Offering Inflation Reduction Act of 2022 may result in the imposition of an excise tax on the Company, page 56 1.We note your disclosure as to the potential effects of the stock buyback excise tax enacted as part of the Inflation Reduction Act in August 2022. If applicable, include in your disclosure that the excise tax could reduce the trust account funds available to pay redemptions or that are available to the combined company following a de-SPAC. Describe the risks of the excise tax applying to redemptions in connection with: •liquidations that are not implemented to fall within the meaning of “complete liquidation” in Section 331 of the Internal Revenue Code, •extensions, depending on the timing of the extension relative to when the SPAC
FirstName LastNameE. Will Gray II Comapany NameCO2 Energy Transition Corp. March 3, 2023 Page 2 FirstName LastName E. Will Gray II CO2 Energy Transition Corp. March 3, 2023 Page 2 completes a de-SPAC or liquidates, and •de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders that did not elect to redeem may economically bear the impact of the excise tax. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. 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
March 3, 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.
Registration Statement on Form S-1
Filed February 23, 2023
File No. 333-269932
Dear E. Will Gray II:
We have reviewed your amended registration statement and have the following
comment. 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 amending your registration statement and providing the
requested information. If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Registration Statement on Form S-1 filed February 23, 2023
Risks Related to Ownership of Our Securities and This Offering
Inflation Reduction Act of 2022 may result in the imposition of an excise tax on the Company,
page 56
1.We note your disclosure as to the potential effects of the stock buyback excise tax enacted
as part of the Inflation Reduction Act in August 2022. If applicable, include in your
disclosure that the excise tax could reduce the trust account funds available to pay
redemptions or that are available to the combined company following a de-SPAC.
Describe the risks of the excise tax applying to redemptions in connection with:
•liquidations that are not implemented to fall within the meaning of “complete
liquidation” in Section 331 of the Internal Revenue Code,
•extensions, depending on the timing of the extension relative to when the SPAC
FirstName LastNameE. Will Gray II
Comapany NameCO2 Energy Transition Corp.
March 3, 2023 Page 2
FirstName LastName
E. Will Gray II
CO2 Energy Transition Corp.
March 3, 2023
Page 2
completes a de-SPAC or liquidates, and
•de-SPACs, depending on the structure of the de-SPAC transaction.
Also describe, if applicable, the risk that if existing SPAC investors elect to redeem their
shares such that their redemptions would subject the SPAC to the stock buyback excise
tax, the remaining shareholders that did not elect to redeem may economically bear the
impact of the excise tax.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
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