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Energy Transition Special Opportunities

For the period ended Sep 30, 2026. Filed Nov 10, 2026.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 10, 2026

ETSS$9.96+0.6%Stored close · as of Nov 9, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-06-30; filed 2026-08-07.

0001213900-26-086273

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2026-09-30; filed 2026-11-10.

0001213900-26-118031

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 27 previous paragraphs and 30 current paragraphs.

17 unchanged; 10 reworded; 2 added; 0 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (2)

Current report

For the period from July 11, 2025 (inception) through September 30, 2025, we had a net loss of $45,622, which primarily consists of general and administrative expenses.

Current report

On November 9, 2026, the Company issued an unsecured promissory note (the “Note”) in the amount of up to $1,000,000 to the Sponsor, which may be drawn down from time to time prior to the Maturity Date (defined below) upon request by the Company. The Note does not bear interest and the principal balance will be payable on the date on which the Company consummates its initial business combination (such date, the “Maturity Date”). In the event the Company consummates its initial business combination, the Sponsor has the option on the Maturity Date to convert all or any portion of the principal outstanding under the Note into that number of warrants (“Working Capital Warrants”) equal to the portion of the principal amount of the Note being converted divided by $1.00, rounded up to the nearest whole number. The terms of the Working Capital Warrants, if any, would be identical to the terms of the private placement warrants issued by the Company at the time of its initial public offering, including the transfer restrictions applicable thereto. The Note is subject to customary events of default, the occurrence of certain of which automatically triggers the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable. At the time of signing of the Note, $150,000 had been drawn and was outstanding under the terms of the Note.
Reworded paragraphs (10)

Previous wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 11, 2025 (inception) through June 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on marketable securities held in a trust account (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Current wording

We have neither engaged in any operations nor generated any revenues to date. Our only activities from July 11, 2025 (inception) through September 30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and, after the Initial Public Offering, identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. Subsequent to the Initial Public Offering, we generate non-operating income in the form of interest income on investments held in a trust account (the “Trust Account”). We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

Previous wording

For the three months ended June 30, 2026, we had a net income of $486,081, which consists of interest earned on investments held in the Trust Account of $628,525, offset by general and administrative expenses of $142,444.

Current wording

For the three months ended September 30, 2026, we had a net income of $1,080,025, which consists of interest earned on investments held in the Trust Account of $1,383,203, offset by general and administrative expenses of $303,178.

Previous wording

For the six months ended June 30, 2026, we had a net income of $444,673, which consists of interest earned on investments held in the Trust Account of $628,525, offset by general and administrative expenses of $183,852.

Current wording

For the nine months ended September 30, 2026, we had a net income of $1,524,698, which consists of interest earned on investments held in the Trust Account of $2,011,728, offset by general and administrative expenses of $487,030.

Previous wording

For the six months ended June 30, 2026, cash used in operating activities was $276,933. Net income of $444,673 was affected by interest earned on investments held in the Trust Account of $628,525, payment of general and administrative expenses through promissory note of $80,112 and compensation expense of $300. Changes in operating assets and liabilities used $173,493 of cash for operating activities.

Current wording

For the nine months ended September 30, 2026, cash used in operating activities was $98,792. Net income of $1,524,698 was affected by interest earned on investments held in the Trust Account of $2,011,728, payment of general and administrative expenses through promissory note of $62,022, payment of general and administrative expenses through advances from related party of $14,759 and compensation expense of $300. Changes in operating assets and liabilities provided $311,157 of cash for operating activities.

Previous wording

As of June 30, 2026, we had marketable securities held in the Trust Account of $151,378,525 (including approximately $629,000 of interest income) consisting of an investment in a money market fund that invests primarily in U.S. Treasury securities. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Current wording

As of September 30, 2026, we had investments held in the Trust Account of $152,761,728 (including approximately $2,012,000 of interest income) consisting of an investment in a money market fund that invests primarily in U.S. Treasury securities. We may withdraw interest from the Trust Account to pay taxes, if any. We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less income taxes payable), to complete our Business Combination. To the extent that our share capital or debt is used, in whole or in part, as consideration to complete our Business Combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

Previous wording

As of June 30, 2026, we had cash of $747,253. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Current wording

As of September 30, 2026, we had cash of $647,771. We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

Previous wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into Units, at a price of $10.00 per Unit at the option of the lender, upon consummation of the initial Business Combination. The warrants would be identical to the Private Placement Warrants.

Current wording

In order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a Business Combination, we would repay such loaned amounts. In the event that a Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants, at a price of $1.00 per warrant at the option of the lender, upon consummation of the initial Business Combination. The warrants would be identical to the Private Placement Warrants.

Previous wording

We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Current wording

As of September 30, 2026, we had working capital of $428,235. We do not have sufficient liquidity to meet our anticipated obligations through one year from the date of issuance of the unaudited condensed financial statements included in this Quarterly Report. We expect to address this need through Working Capital Loans from our Sponsor, an affiliate of our Sponsor, or our officers and directors, and/or the deferral of certain payments; however, none of these parties is obligated to loan us funds, and there is no assurance that our plans will be successful. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued. In addition, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination is less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our Business Combination. Moreover, we may need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our Business Combination, in which case we may issue additional securities or incur debt in connection with such Business Combination.

Previous wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the Sponsor up to $20,000 per month for general and administrative services, including office space and administrative services during the 18-month (or 24-month period, as applicable) to complete a Business Combination. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees.

Current wording

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than the deferred underwriting fee payable described below and an agreement to pay the Sponsor up to $20,000 per month for general and administrative services, including office space and administrative services during the 18-month period (or 24-month period, as applicable) to complete a Business Combination. Upon completion of the initial Business Combination or liquidation, the Company will cease paying these monthly fees.

Previous wording

The Company granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 18, 2026, the Underwriters informed the Company of its forfeiture of the over-allotment option to purchase the additional 2,250,000 Units.

Current wording

The Company granted the Underwriters a 45-day option from the date of the Initial Public Offering to purchase up to 2,250,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions. On May 18, 2026, the Underwriters informed the Company that they were forfeiting the over-allotment option to purchase the additional 2,250,000 Units.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

For the period from July 11, 2025 (inception) through September 30, 2025, cash used in operating activities was $0. Net loss of $45,622 was affected by payment of general and administrative expenses through promissory note of $22,870. Changes in operating assets and liabilities provided $22,752 of cash for operating activities.