{"url_path":"/sec/etss/8-k/2026-05-19/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-19","source_url":"https://www.sec.gov/Archives/edgar/data/2085932/0001213900-26-059124-index.html","accession_number":"0001213900-26-059124","cik":"0002085932","ticker":"ETSS","issuer_name":"Energy Transition Special Opportunities","edgar_url":"https://www.sec.gov/Archives/edgar/data/2085932/0001213900-26-059124-index.html","primary_entity_key":"0002085932","primary_entity_name":"Energy Transition Special Opportunities"},"word_count":498,"has_tables":true,"body_markdown":"**Item\n1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn\nMay 14, 2026, the registration statement on Form S-1 (File No. 333-290458) (the “Registration Statement”) relating to the\ninitial public offering (the “Offering”) of Energy Transition Special Opportunities, a Cayman Islands exempted company (the\n“Company”), was declared effective by the U.S. Securities and Exchange Commission.\n\n \n\nOn\nMay 18, 2026, the Company consummated the Offering of 15,000,000 units (the “Units”). Each Unit consists of one Class A ordinary\nshare, par value $0.0001 per share (“Class A Ordinary Shares”), and one-half of one redeemable warrant (each, a “Warrant”),\neach whole Warrant entitling the holder thereof to purchase one Class A Ordinary Share at an exercise price of $11.50 per share,\nsubject to adjustment. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000.\n\n \n\nIn\nconnection with the Offering, the Company entered into the following agreements, forms of which were previously filed as exhibits to\nthe Registration Statement:\n\n \n\n●An\nUnderwriting Agreement, dated May 14, 2026, between the Company and Company and Cohen &\nCompany Capital Markets, a division of Cohen & Company Securities, LLC (the “Representative”),\na copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Report”)\nand incorporated herein by reference;\n\n \n\n●A\nWarrant Agreement, dated May 14, 2026, between the Company and  Continental Stock Transfer\nand Trust Company (“CST”), as warrant agent, a copy of which is filed as\nExhibit 4.1 to this Report and incorporated herein by reference;\n\n \n\n●An\nInsider Letter Agreement, dated May 14, 2026, among the Company, its directors and officers\nand Climate Transition Special Opportunities SPAC I LP (the “Sponsor”), a copy\nof which is filed as Exhibit 10.1 to this Report and incorporated herein by reference;\n\n \n\n●An\nInvestment Management Trust Agreement, dated May 14, 2026, between the Company and CST, as\ntrustee, a copy of which is filed as Exhibit 10.2 to this Report and incorporated herein\nby reference;\n\n \n\n●A\nRegistration Rights Agreement, dated May 14, 2026, among the Company and certain security\nholders, a copy of which is filed as Exhibit 10.3 to this Report and incorporated herein\nby reference;\n\n \n\n●A\nPrivate Placement Warrants Purchase Agreement, dated May 14, 2026, between the Company and\nthe Sponsor, a copy of which is filed as Exhibit 10.4 to this Report and incorporated herein\nby reference;\n\n \n\n●A\nPrivate Placement Warrants Purchase Agreement, dated May 14, 2026, between the Company and\nthe Representative, a copy of which is filed as Exhibit 10.5 to this Report and incorporated\nherein by reference;\n\n \n\n●An\nAdministrative Services Agreement, dated May 14, 2026, between the Company and the Sponsor,\na copy of which is filed as Exhibit 10.6 to this Report and incorporated herein by reference;\nand\n\n \n\n●Indemnity\nAgreements, each dated May 14, 2026, between the Company and each director and executive\nofficer of the Company (the “Indemnity Agreements”), the form of which is filed\nas Exhibit 10.7 to this Report and incorporated herein by reference.\n\n** **\n\n****\n\n1"}