8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 14, 2025

Date of Report (Date of earliest event reported)

CO2 ENERGY TRANSITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (847) 791-6817

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

Separate Trading of Units, Common Stock,Warrants and Rights

On January 14, 2025, CO2 Energy Transition Corp. (the “Company”, “we” and “us”) announced that, commencing on January 16, 2025, the holders of units (“Units”) issued in the Company’s initial public offering may elect to separately trade the shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), warrants (the “Public Warrants”) and rights (“Public Rights”) included in the Units. Each Unit consists of one share of Common Stock, one Public Warrant and one Public Right. Each Public Warrant entitles the holder to receive one share of our Common Stock at an exercise price of $11.50 per share. Each holder of a Public Right will automatically receive one-eighth (1/8) of one share of Common Stock upon consummation of our initial business combination. No fractional Public Rights will be issued upon separation of the Units and only whole Public Rights will trade. The shares of Common Stock, Public Warrants and Public Rights that are separated will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “NOEM”, “NOEMW” and “NOEMR,” respectively. Those Units not separated will continue to trade on the Nasdaq under the symbol “NOEMU.” Holders of Units will need to have their brokers contact Continental Stock Transfer & Trust Company, LLC, the Company’s transfer agent, in order to separate the Units into shares of Common Stock, Public Warrants and Public Rights.

A copy of the press release issued by the Company announcing the separate trading of the securities underlying the Units is attached hereto as Exhibit 99.1, and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 15, 2025

CO2 ENERGY TRANSITION CORP.

Exhibit 99.1

CO2 Energy Transition Corp. Announces Separate Trading of its Common Stock, Warrants and Rights to Commence on January 16, 2025

HOUSTON, TX, Jan. 14, 2025 (GLOBE NEWSWIRE) -- CO2 Energy Transition Corp. (Nasdaq: NOEMU) (the “Company”) today announced that commencing on or about January 16, 2025, holders of the units sold in the Company’s initial public offering may elect to separately trade the shares of common stock, warrants and rights included in the units on The Nasdaq Global Market (“Nasdaq”).

Each unit consists of one share of common stock, par value $0.0001 per share, one warrant and one right.  Each warrant entitles the holder to receive one share of our common stock at an exercise price of $11.50 per share. Each holder of a right will automatically receive one-eighth (1/8) of one share of common stock upon consummation of our initial business combination. No fractional rights will be issued upon separation of the units and only whole rights will trade. The shares of common stock, warrants and rights that are separated will trade on the Nasdaq under the symbols “ NOEM”, “NOEMW” and “NOEMR,” respectively. Those units not separated will continue to trade on the Nasdaq under the symbol “NOEMU.”

Holders of the units will need to have their brokers contact Continental Stock Transfer & Trust Company, LLC, the Company’s transfer agent, in order to separate the holders’ units into shares of common stock, warrants and rights.

A registration statement relating to these securities was declared effective by the Securities and Exchange Commission (the “SEC”) on November 12, 2024. This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities of the Company, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. A copy of the final prospectus relating to the offering may be obtained for free by visiting the U.S. Securities and Exchange Commission (the “SEC”) website at http://www.sec.gov.

About CO2 Energy Transition Corp.

CO2 Energy Transition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities. The Company will not be limited to any particular industry or geographic region, although it initially intends to pursue targets in the carbon capture, utilization and storage industry.

Forward-Looking Statements

This press release contains statements that constitute “forward-looking statements,” including with respect to the Company’s search for an initial business combination. No assurance can be given that an initial business combination will be completed timely, or at all. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of CO2 Energy Transition Corp., including those set forth in the Risk Factors section of CO2 Energy Transition Corp.’s registration statement and prospectus for its initial public offering (IPO) filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. CO2 Energy Transition Corp. undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact Information:

CO2 Energy Transition Corp.

Andy Martin

Andym@co2et.com

832-724-3149