Correspondence 0001213900-24-045919 from CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648) (NOEM)
CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648)
Date: May 22, 2024 · CIK: 0001956648 · Accession: 0001213900-24-045919
AI Filing Summary & Sentiment
File numbers found in text: 333-269932
Referenced dates: May 7, 2024
Letter
Division of Corporation Finance Office of Real Estate and Construction Re: CO2 Energy Transition Corp. Amendment No. 5 to Registration Statement on Form S-1 Filed May 3, 2024 File No. 333-269932
Dear Ms. Paulemon and Ms. Long:
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”) this letter setting forth the Company’s response to the comment contained in the Staff’s letter dated May 7, 2024 (the “Comment Letter”) regarding the Company’s Amendment No. 5 to the Registration Statement on Form S-1 (the “Registration Statement”) filed May 3, 2024. Concurrent herewith, we are filing Amendment No. 6 to the Company’s Registration Statement reflecting the changes set forth below (“Amendment No. 6”) as well as the requisite exhibits. For ease of reference, we have reproduced the comment below in bold with our responses following the comments.
Form S-1/A filed on 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.
RESPONSE: The two referenced Risk Factors have been revised in accordance with the Staff’s comment.
* * * * *
Pearlyne Paulemon
Pam Long
May 22, 2024
Page 2
Please call Alex Weniger-Auraujo at (212) 407-4063 or 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
May 22, 2024
Pearlyne Paulemon
Pam Long
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. 5 to Registration Statement on Form S-1
Filed May 3, 2024
File No. 333-269932
Dear Ms. Paulemon and Ms. Long:
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”) this letter setting forth the Company’s response to the comment
contained in the Staff’s letter dated May 7, 2024 (the “Comment Letter”) regarding the Company’s Amendment
No. 5 to the Registration Statement on Form S-1 (the “Registration Statement”) filed May 3, 2024. Concurrent herewith,
we are filing Amendment No. 6 to the Company’s Registration Statement reflecting the changes set forth below (“Amendment
No. 6”) as well as the requisite exhibits. For ease of reference, we have reproduced the comment below in bold with our responses
following the comments.
Form S-1/A filed on 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.
RESPONSE: The
two referenced Risk Factors have been revised in accordance with the Staff’s comment.
* * * * *
Pearlyne Paulemon
Pam Long
May 22, 2024
Page 2
Please call Alex Weniger-Auraujo at (212) 407-4063 or 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.