Correspondence 0001213900-24-002268 from CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648) (NOEM)
CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648)
Date: Jan. 9, 2024 · CIK: 0001956648 · Accession: 0001213900-24-002268
AI Filing Summary & Sentiment
File numbers found in text: 333-269932
Letter
Division of Corporation Finance Office of Real Estate and Construction Re: CO2 Energy Transition Corp. Amendment No. 1 to the Registration Statement on Form S-1 Filed March 17, 2023 File No. 333-269932
Dear Ms. Paulemon and Mr. Gabor:
On behalf of our client, C02 Energy Transition Corp., a Delaware corporation (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “SEC”), Amendment No. 2 to the above-referenced Registration Statement. The Staff previously indicated that they had no further comments on Amendment No. 1. Since its filing, the Company determined there was an accounting issue that needed to be resolved. Specifically, the Company determined that it had not been properly accounting for deferred offering costs. Amendment No. 2 reflects a restatement of the previously-filed financial statements as well as a change in the Company’s independent registered public accounting firm.
We understand that due to the time delay Amendment No. 2 may be reviewed as if it was an initial filing but any expediting of its review would be appreciated.
* * * * *
Please call me at (202) 524-8467 if you have any additional questions.
Sincerely,
/s/ Joan S. Guilfoyle
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Joan S. Guilfoyle
Senior Counsel
901 New York Avenue NW
3rd Floor East
Washington, DC 20001-4432
Direct 202.524.8467
Main 202.618.5000
Fax 202.618.5001
jguilfoyle@loeb.com
January 9, 2024
Pearlyne Paulemon
Jeffrey Gabor
Division of Corporation Finance
Office of Real Estate and Construction
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Re: CO2 Energy Transition Corp.
Amendment No. 1 to the Registration Statement on Form S-1
Filed March 17, 2023
File No. 333-269932
Dear Ms. Paulemon and Mr. Gabor:
On behalf of our client, C02 Energy Transition Corp., a Delaware corporation
(the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “SEC”), Amendment No. 2 to the above-referenced Registration Statement. The Staff previously indicated that they
had no further comments on Amendment No. 1. Since its filing, the Company determined there was an accounting issue that needed to be resolved.
Specifically, the Company determined that it had not been properly accounting for deferred offering costs. Amendment No. 2 reflects a
restatement of the previously-filed financial statements as well as a change in the Company’s independent registered public accounting
firm.
We understand that due to the time delay Amendment No. 2 may be reviewed
as if it was an initial filing but any expediting of its review would be appreciated.
* * * * *
Please call me at (202) 524-8467 if you have any additional questions.
Sincerely,
/s/ Joan S. Guilfoyle
Joan S. Guilfoyle
Senior Counsel
Los
Angeles New York Chicago Nashville Washington, DC San
Francisco Beijing Hong Kong www.loeb.com
For
the United States offices, a limited liability partnership including professional corporations. For Hong Kong office, a limited liability
partnership.