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NOEM on Nasdaq

CO2 Energy Transition Corp.

CO2 Energy Transition Corp. is a blank check company, listed on Nasdaq (NOEM).1 It is headquartered in Houston, Texas.1

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Last updated Oct 21, 2026.

Overview

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  • TickerNOEM on Nasdaq1
  • IndustryBlank Checks1
  • HeadquartersHouston, Texas1
  • Business address1334 Brittmoore Rd, Suite 190, Houston, Tx 770432
  • Filer category, Emerging growth company2

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Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income34-$646.3K in 2025+251% since 2023
-$800.0K-$600.0K-$400.0K-$200.0K02023: -$184.4K-$184.4K20232024: -$246.1K-$246.1K2024+34%2025: -$646.3K-$646.3K2025+163%
Net income34$1.7M in 2025
-$500.0K0$500.0K$1.0M$1.5M$2.0M2023: -$184.4K-$184.4K20232024: $2.6K$2.6K20242025: $1.7M$1.7M2025+62680%

Every line of the income statement as filed: the last 2 fiscal years, latest first.4

Period ending2025-12-312024-12-31
General and administrative costs$646.3K$246.1K
Loss from operations-$646.3K-$246.1K
Interest expense-$5.0K-$1.1K
Interest earned on investments held in Trust Account$2.9M$310.9K
Total other income, net$2.9M$309.8K
Income before provision for income taxes$2.2M$63.7K
Provision for income taxes-$579.3K-$61.0K
Net income$1.7M$2.6K

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Corporate structure

CO2 Energy Transition Corp. sits at the top of its group. 1 entity on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of CO2 Energy Transition Corp.

  • Karpus Management, Inc. Filed SCHEDULE 13G/A on CO2 Energy Transition Corp., latest Aug 7, 2026 (2 filings since May 14, 2025)
  • Barclays Filed SCHEDULE 13G on CO2 Energy Transition Corp., latest May 14, 2026 (5 filings since Feb 7, 2025)
  • MMCAP International Inc. SPC Filed SCHEDULE 13G/A on CO2 Energy Transition Corp., latest Feb 13, 2026 (5 filings since Nov 27, 2024)
  • TD SECURITIES (USA) LLC Filed SCHEDULE 13G on CO2 Energy Transition Corp., latest Feb 13, 2026
  • RIVERNORTH CAPITAL MANAGEMENT, LLC Filed SCHEDULE 13G/A on CO2 Energy Transition Corp., latest Nov 14, 2025 (2 filings since Aug 14, 2025)
  • Mizuho Financial Group Filed SCHEDULE 13G/A on CO2 Energy Transition Corp., latest Aug 13, 2025 (2 filings since May 13, 2025)
  • CO2 Energy Transition, LLC Filed SCHEDULE 13D on CO2 Energy Transition Corp., latest May 30, 2025 (2 filings since Mar 25, 2025)
  • Kerry Propper Filed SCHEDULE 13G/A on CO2 Energy Transition Corp., latest May 15, 2025 (2 filings since Feb 14, 2025)
  • AQR CAPITAL MANAGEMENT LLC Filed SCHEDULE 13G on CO2 Energy Transition Corp., latest Feb 14, 2025
  • ARISTEIA CAPITAL, L.L.C. Filed SCHEDULE 13G on CO2 Energy Transition Corp., latest Feb 14, 2025
  • CO2 Energy Transition Corp. Houston, Texas

Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What CO2 Energy Transition Corp. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Properties, in its own words

We currently maintain our executive offices at 1334 Brittmoore Rd, Suite 190, Houston, Texas 77043. In addition, we may have officers that do not work from our designated facilities due to telecommuting. We consider our current office space adequate for our current operations.

Item 2 of the 10-K filed Mar 16, 2026.7

Leadership

Who has led CO2 Energy Transition Corp., and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Brady Douglas Rodgers2024–now

Chair

  1. Charles Edward Fox2024–now

Chief financial officer

  1. Harold R. Demoss Iii.2024–now
2025
Board members and other officers (4)

Timeline

  1. Sep 17, 20268-K Listing notice or transfer; Other events14
  2. Jul 31, 20268-K Executive or director change15
  3. Jul 27, 20268-K Bylaws or fiscal year changed; Shareholder vote; Other events16
  4. Jul 21, 20268-K Regulation FD disclosure17
  5. Jul 17, 20268-K Regulation FD disclosure18
  6. Jul 13, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares19
  7. May 21, 20268-K Entered a material agreement; New debt or obligation; Unregistered sale of shares20
  8. Apr 21, 20258-K Entered a material agreement; New debt or obligation; Unregistered sale of shares21
  9. Jan 15, 20258-K Other events22
  10. Dec 2, 20248-K Other events23
  11. Nov 25, 20248-K Entered a material agreement; Unregistered sale of shares; Bylaws or fiscal year changed24
  12. Nov 20, 2024New chief executive Brady Douglas Rodgers becomes CEO8

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/202625

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

93 filings to the SEC since October 2021: 2 annual reports, 6 quarterly reports, 11 major events, 11 insider forms, 23 large holders, 40 other. The latest 20:

  1. Sep 17, 20268-K CURRENT REPORT EDGAR
  2. Aug 13, 202610-Q QUARTERLY REPORT EDGAR
  3. Aug 7, 2026SCHEDULE 13G/A EDGAR
  4. Jul 31, 20268-K CURRENT REPORT EDGAR
  5. Jul 27, 20268-K CURRENT REPORT EDGAR
  6. Jul 21, 20268-K CURRENT REPORT EDGAR
  7. Jul 17, 20268-K CURRENT REPORT EDGAR
  8. Jul 13, 20268-K CURRENT REPORT EDGAR
  9. Jul 7, 2026DEF 14A PROXY STATEMENT EDGAR
  10. Jun 23, 2026PRE 14A PROXY STATEMENT EDGAR
  11. May 21, 20268-K CURRENT REPORT EDGAR
  12. May 15, 202610-Q QUARTERLY REPORT EDGAR
  13. May 14, 2026SCHEDULE 13G EDGAR
  14. Mar 16, 202610-K ANNUAL REPORT EDGAR
  15. Feb 13, 2026SCHEDULE 13G/A EDGAR
  16. Feb 13, 2026SCHEDULE 13G EDGAR
  17. Feb 11, 2026SCHEDULE 13G/A EDGAR
  18. Nov 14, 2025SCHEDULE 13G/A EDGAR
  19. Nov 13, 202510-Q QUARTERLY REPORT EDGAR
  20. Aug 14, 2025SCHEDULE 13G EDGAR

The 93 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

1 open-market trades by officers, directors and large owners since October 2021: 1 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 22, 2024CO2 Energy Transition, LLC10% ownerBuy265,000Form 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 31. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Mizuho Securities Usa LLC1,681,458$17.4M0.2%+840,729
Karpus Management, Inc.671,571$7.0M0.2%−58,100
MMCAP International Inc. SPC590,000$6.2M0.5%No change
Aristeia Capital, L.l.c.578,096$6.0M0.2%No change
AQR Arbitrage LLC563,283$5.9M0.1%+800
Rivernorth Capital Management, LLC427,327$4.6M0.2%−316
Whitebox Advisors LLC390,000$4.1M0.2%No change
Toronto Dominion Bank353,371$3.7M0.0%−171,695
Polar Asset Management Partners Inc.342,726$3.6M0.1%+52,726
Westchester Capital Management, LLC331,013$3.5M0.2%No change
Hudson Bay Capital Management LP290,001$3.1M0.0%+1
D. E. Shaw & Co., Inc.280,000$3.0M0.0%No change
Sona Asset Management (us) LLC252,019$2.6M0.1%No change
Two Sigma Investments, LP217,499$2.3M0.0%No change
L1 Global Manager Pty Ltd140,000$1.5M1.2%No change
RLH Capital LLC124,228$1.3M0.6%New
Wolverine Asset Management LLC77,873$813.0K0.0%+4,744
Clear Street Group Inc.69,008$720.4K0.0%+40,562
Heights Capital Management, Inc40,000$422.4K0.1%No change
Centiva Capital, LP40,000$422.4K0.0%No change
Mangrove Partners Im, LLC39,200$409.2K0.0%No change
PenderFund Capital Management Ltd.35,600$375.9K0.2%New
Radcliffe Capital Management, L.P.30,291$316.2K0.0%No change
Dakota Wealth Management22,600$235.9K0.0%No change
Bnp Paribas Financial Markets17,988$190.0K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How CO2 Energy Transition Corp. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCO2 Energy Transition Corp.1
  • CIK0001956648
  • Employer ID (EIN)87-29506917
  • Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company7
  • Incorporated inDelaware7
  • Fiscal year endsDecember 311
  • Industry code (SIC)6770 Blank Checks1
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance1
  • Business address1334 Brittmoore Rd, Suite 190, Houston, TX 770431
  • Phone(346) 250-50001
  • Shares outstanding3,716,465 as of Aug 13, 20266
  • Public float$70.7M as of Jun 30, 20257
  • AuditorWithumSmith+Brown, PC, New York, NY PCAOB ID 100; no auditor attestation of internal control over financial reporting7
  • On EDGAR sinceDec 21, 20221
  • Filings93 in all: CORRESP (15), 8-K (11), S-1/A (11), SCHEDULE 13G (11), SCHEDULE 13G/A (10), 3 (8), 10-Q (6), UPLOAD (6)1
    All 21 form types

    10-K (2), 4 (2), 3/A (1), 424B3 (1), 8-A12B (1), CERT (1), DEF 14A (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1), SC 13G (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Mar 16, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Jul 7, 2026
    Latest 8-K (8-K) Sep 17, 2026

Securities registered for trading

ClassSymbolExchange
Common StockNOEMNasdaq
WarrantsNOEMWNasdaq
RightsNOEMRNasdaq
UnitsNOEMUNasdaq

From the cover page of the 10-K filed Mar 16, 2026 (Section 12(b) of the Exchange Act).7

Risk factors and legal proceedings

The risks CO2 Energy Transition Corp. names in Item 1A of its 10-K filed Mar 16, 2026: 77 risks under these headings, as written.7

  • The business, financial condition and operating results of the Company can be affected by a number of factors, whether currently known or unknown, including but not limited to those described below, any one or more of which could, directly or indirectly, cause the Company’s actual financial condition and operating results to vary materially from past, or from anticipated future, financial condition and operating results. Any of these factors, in whole or in part, could materially and adversely affect the Company’s business, financial condition, operating results and stock price.
  • Risks Relating to Our Business and Strategy
  • We have no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.
  • Our public stockholders may not be afforded an opportunity to vote on our proposed business combination, which means we may complete our initial business combination even though a majority of our public stockholders do not support such a combination.
  • If we seek stockholder approval of our initial business combination, our initial stockholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote.
  • Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.
  • The ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.
  • The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.
  • The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our stockholders.
  • Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the status of debt and equity markets and other events.
  • 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 conflict in the Middle East.
  • We may not be able to complete our initial business combination within the prescribed time frame and/or extend the required date to complete our initial business combination, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants and rights will expire worthless.
The other 66 risks
  • If we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares, warrants or rights from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our securities.
  • Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants and rights will expire worthless.
  • If the funds not being held in the trust account are insufficient to allow us to operate for at least the 18 months following the closing of our IPO (or up to 24 months from the closing of our IPO if we extend the period of time to consummate a business combination, as described in more detail in this Report), we may be unable to complete our initial business combination.
  • If the net proceeds of our IPO and the sale of the private placement units not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination and we may depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.
  • Subsequent to our completion of our initial business combination, we may be required to take write-downs or write- offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and the price of our securities, which could cause you to lose some or all of your investment.
  • If we were deemed to be an investment company for purposes of the Investment Company Act, we may be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the Company. To avoid that result, we may determine, in our discretion, to liquidate the securities held in the trust account.
  • If we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
  • Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.
  • Because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations.
  • Past performance by our management team and their respective affiliates may not be indicative of future performance of an investment in the Company.
  • We may seek acquisition opportunities outside our target industries, which may be outside of our management’s areas of expertise.
  • Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.
  • We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.
  • We are not required to obtain an opinion regarding fairness. Consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to our company from a financial point of view.
  • Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders may receive only approximately $10.00 per share, or less than such amount in certain circumstances, on the liquidation of our trust account, and our warrants and rights will expire worthless.
  • Our ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of our or a target’s key personnel could negatively impact the operations and profitability of our post-combination business.
  • We may have limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.
  • We may be able to complete only one business combination with the proceeds of our IPO and the sale of the private placement units, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.
  • We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.
  • We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.
  • We may not be able to complete a business combination with a U.S. target company if such business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.
  • Our management may not be able to maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.
  • We may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.
  • Because we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.
  • Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.
  • If our management team pursues a company with operations or opportunities outside of the United States for our initial business combination, we may face additional burdens in connection with investigating, agreeing to and completing such combination, and if we effect such initial business combination, we would be subject to a variety of additional risks that may negatively impact our operations.
  • If our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.
  • After our initial business combination, our results of operations and prospects could be subject, to a significant extent, to the economic, political, social and government policies, developments and conditions in the country in which we operate.
  • We may face risks related to companies in our target industries.
  • As the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business combination.
  • Risks Related to Our Organization and Structure
  • Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public stockholders.
  • We are dependent upon our directors and officers, and their departure could adversely affect our ability to operate.
  • Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our initial business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination is the most advantageous.
  • Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.
  • Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us, and accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
  • Our directors, officers, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.
  • We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, directors or officers which may raise potential conflicts of interest.
  • Since our initial stockholders will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.
  • The nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the consummation of our initial business combination.
  • The value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of our public shares at such time is substantially less than $10.00 per share.
  • We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our stockholders do not agree.
  • In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments, including their warrant agreements and rights agreements. We cannot assure you that we will not seek to amend our amended and restated certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business combination that some of our stockholders may not support.
  • CO2 Energy Transition, LLC, our sponsor, beneficially owns a significant percentage of our outstanding common stock and as such exercises significant voting control over us, which limits stockholders’ abilities to influence corporate matters and could delay or prevent a change in corporate control.
  • We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants.
  • A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.
  • Our warrant agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company.
  • Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for shares of our common stock and could entrench management.
  • Provisions in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against our directors and officers.
  • We may not hold an annual stockholder meeting until after the consummation of our initial business combination. Our public stockholders will not have the right to elect or remove directors prior to the consummation of our initial business combination.
  • We are an emerging growth company and a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.
  • Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.
  • Risks Related to Ownership of Our Securities
  • Inflation Reduction Act of 2022 may result in the imposition of an excise tax on the Company
  • The ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.
  • If a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
  • You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or public warrants, potentially at a loss.
  • Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.
  • The normal regulatory protections for blank check companies will not apply to your investment in this company.
  • If we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of the shares of our common stock, you will lose your ability to redeem all such shares in excess of 15% of the shares of our common stock.
  • If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per- share redemption amount received by stockholders may be less than $10.00 per share.
  • The securities in which we invest the funds held in the trust account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.
  • If, after we distribute the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.
  • If, before distributing the proceeds in the trust account to our public stockholders, we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.
  • If we have not completed our initial business combination within the allotted time period, our public stockholders may be forced to wait beyond such allotted time period before redemption from our trust account.
  • Our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
  • We have registered the issuance of the shares of our common stock issuable upon exercise of the public warrants under the Securities Act, however, such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.
  • The grant of registration rights to our initial stockholders and their respective permitted transferees may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of shares of our common stock.

Legal proceedings

Although we may, from time to time, be involved in litigation and claims arising out of our operations in the normal course of business, we are not currently a party to any material legal proceeding. In addition, we are not aware of any material legal or governmental proceedings against us or contemplated to be brought against us.

The opening of Item 3, Legal Proceedings.7

Sources

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    SEC EDGAROther events
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