Correspondence 0001213900-24-076162 from CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648) (NOEM)
CO2 Energy Transition Corp. (NOEM, NOEMU) (CIK 0001956648)
Date: Sept. 5, 2024 · CIK: 0001956648 · Accession: 0001213900-24-076162
AI Filing Summary & Sentiment
File numbers found in text: 333-269932
Letter
Via EDGAR Division of Corporation Finance Office of Real Estate and Construction Re: CO2 Energy Transition Corp. Amendment No. 8 to Registration Statement on Form S-1 Filed August 23, 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 provided telephonically to me by Ms. Paulemon on September 4, 2024 (the “Comment”) regarding the Company’s Amendment No. 8 to the Registration Statement on Form S-1 (the “Registration Statement”) filed August 23, 2024. Concurrent herewith, we are filing Amendment No. 9 to the Company’s Registration Statement reflecting the changes set forth below (“Amendment No. 9”). For ease of reference, we have reproduced the comment below in bold with our responses following the comments.
Form S-1/A filed on August 23, 2024
1. We note that the notes to the financial statements include Risk Factors under the heading “Risks and Uncertainties.” Please tell us what consideration has been given to including these in the “Risk Factors” section.
RESPONSE: In response to the Staff’s comment, the Company has reviewed the referenced disclosure and determined that the only risk included in that section that was not otherwise included in the Risk Factors, was a discussion of the potential impact of the situations in Ukraine and the Middle East. The Company has added a new Risk Factor on page 34 entitled “Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East and Southwest Asia.” to discuss this risk.
* * * *
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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CORRESP
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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
Via EDGAR
September 5, 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. 8 to Registration Statement on Form S-1
Filed August 23, 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
provided telephonically to me by Ms. Paulemon on September 4, 2024 (the “Comment”) regarding the Company’s Amendment
No. 8 to the Registration Statement on Form S-1 (the “Registration Statement”) filed August 23, 2024. Concurrent herewith,
we are filing Amendment No. 9 to the Company’s Registration Statement reflecting the changes set forth below (“Amendment
No. 9”). For ease of reference, we have reproduced the comment below in bold with our responses following the comments.
Form S-1/A filed on August 23, 2024
1. We note that the notes to the financial statements include
Risk Factors under the heading “Risks and Uncertainties.” Please tell us what consideration has been given to including these
in the “Risk Factors” section.
RESPONSE: In response to the Staff’s
comment, the Company has reviewed the referenced disclosure and determined that the only risk included in that section that was not otherwise
included in the Risk Factors, was a discussion of the potential impact of the situations in Ukraine and the Middle East. The Company has
added a new Risk Factor on page 34 entitled “Our search for an initial business combination, and any target business with which
we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions
resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the conflict in the Middle East and Southwest Asia.”
to discuss this risk.
* * * *
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.