{"url_path":"/sec/etss/8-k/2026-05-19/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":213,"has_tables":true,"body_markdown":"** **\n\n**Item\n3.02. Unregistered Sales of Equity Securities.**\n\n \n\nOn\nMay 18, 2026, simultaneously with the consummation of the Offering, the Company consummated the private placement of 3,500,000 warrants\nto the Sponsor and an aggregate of 1,875,000 warrants to the Representative (collectively, the “Private Placement Warrants”)\nat a price of $1.00 per Private Placement Warrant, generating gross proceeds of $5,375,000 (the “Private Placement”). No\nunderwriting discounts or commissions were paid with respect to the Private Placement. The Private Placement was conducted as a non-public\ntransaction and, as a transaction by an issuer not involving a public offering, is exempt from registration under the Securities Act\nin reliance upon Section 4(a)(2) of the Securities Act. The Private Placement Warrants are identical to the Warrants, except that so\nlong as they are held by the initial purchasers or their permitted transferees, they (i) may not (including the underlying securities),\nsubject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company’s\ninitial business combination, (ii) are entitled to registration rights and (iii) with respect to Private Placement Warrants held by the\nRepresentative and/or their designees, will not be exercisable more than five years from the commencement of sales in the Offering in\naccordance with FINRA Rule 5110(g)(8)."}