SEC Comment Letter 0000000000-24-005195 to CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648) (NOEM)
CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648)
Date: May 7, 2024 · CIK: 0001956648 · Accession: 0000000000-24-005195
AI Filing Summary & Sentiment
File numbers found in text: 333-269932
Letter
United States securities and exchange commission logo May 7, 2024 Brady Rodgers Chief Executive Officer CO2 Energy Transition Corp. 1334 Brittmoore Rd, Suite 190 Houston, TX 77043 Re:CO2 Energy Transition Corp. Amendment No. 5 to Registration Statement on Form S-1 Filed May 3, 2024 File No. 333-269932 Dear Brady Rodgers: We have reviewed your amended registration statement and have the following comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe the 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our April 16, 2024 letter. Form S-1/A filed May 3, 2024 If we are deemed to be an investment company..., page 37 1.We acknowledge your response to prior comment 1. We note your statements in the two Investment Company Act risk factors beginning on page 37 and page 38 that the assets in your trust account will be securities, including U.S. Government securities or shares of money market funds registered under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act, and disclosure on page 38 that because the investment of proceeds will be restricted to these instruments, you believe you will meet the requirements for exemption from registration. Please clarify that notwithstanding the nature of these investments, you could nevertheless be considered to be operating as an unregistered investment company.
FirstName LastNameBrady Rodgers Comapany NameCO2 Energy Transition Corp. May 7, 2024 Page 2 FirstName LastName Brady Rodgers CO2 Energy Transition Corp. May 7, 2024 Page 2 Please 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 Pam Long at 202-551-3765 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
May 7, 2024
Brady Rodgers
Chief Executive Officer
CO2 Energy Transition Corp.
1334 Brittmoore Rd, Suite 190
Houston, TX 77043
Re:CO2 Energy Transition Corp.
Amendment No. 5 to Registration Statement on Form S-1
Filed May 3, 2024
File No. 333-269932
Dear Brady Rodgers:
We have reviewed your amended registration statement and have the following comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe the 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 16, 2024 letter.
Form S-1/A filed May 3, 2024
If we are deemed to be an investment company..., page 37
1.We acknowledge your response to prior comment 1. We note your statements in the two
Investment Company Act risk factors beginning on page 37 and page 38 that the assets in
your trust account will be securities, including U.S. Government securities or shares of
money market funds registered under the Investment Company Act and regulated pursuant
to rule 2a-7 of that Act, and disclosure on page 38 that because the investment of proceeds
will be restricted to these instruments, you believe you will meet the requirements for
exemption from registration. Please clarify that notwithstanding the nature of these
investments, you could nevertheless be considered to be operating as an unregistered
investment company.
FirstName LastNameBrady Rodgers
Comapany NameCO2 Energy Transition Corp.
May 7, 2024 Page 2
FirstName LastName
Brady Rodgers
CO2 Energy Transition Corp.
May 7, 2024
Page 2
Please 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 Pam Long at 202-551-3765 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Joan S. Guilfoyle