CO2 Energy Transition Corp 8-K, filed Jul 27, 2026
CO2 Energy Transition Corp. (NOEM)
About this 8-K
CO2 Energy Transition Corp filed this 8-K on July 27, 2026, reporting on events of July 21, 2026.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
Current Report
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Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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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
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ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
The disclosure set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference. A copy of the amendment to amended and restated Certificate of Incorporation is filed as Exhibit 3.1 hereto.
ITEM 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.
On July 21, 2026, the Company held an Annual Meeting of Stockholders (the “Annual Meeting”). The record date for the stockholders entitled to notice of, and to vote at, the Annual Meeting was July 7, 2026. At the close of business on the record date, the Company had 9,585,750 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. Of the 9,585,750 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting, 8,429,002 shares (or 87.93%), constituting a quorum, were represented in person or by proxy at the Annual Meeting. At the Annual Meeting, four proposals were submitted to the Company’s stockholders. The proposals are described in more detail in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 7, 2026. Proposal 5 was not voted on at the Annual Meeting. The final voting results were as follows:
Proposal 1
The Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination up to eleven (11) times, each such extension for an additional one (1) month period, from July 22, 2026 to June 22, 2027, provided that the Company deposits into the trust account established in connection with the Company’s initial public offering the sum of the lesser of (i) $50,000 and (ii) $0.03 per Public Share that remains outstanding for each one month extended based upon the voting results set forth below.
| FOR | AGAINST | ABSTAIN | ||
| 6,310,067 | 2,079,735 | 39,200 |
Proposal 2
The Company’s stockholders approved an amendment to the Company’s investment management trust agreement, dated as of November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, to provide that the time for the Company to complete its initial business combination under the Trust Agreement from July 22, 2026 to June 22, 2027, based upon the voting results set forth below (with only Public Shares voting on this proposal).
| FOR | AGAINST | ABSTAIN | ||
| 3,714,879 | 2,079,735 | 32,200 |
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Proposal 3
All of the following five nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified, based on the voting results set forth below.
| NOMINEE | FOR | WITHHELD | BROKER NON-VOTE | |||
| Brady Rodgers | 6,878,381 | 1,550,621 | 0 | |||
| Charles E. Fox | 6,878,381 | 1,550,621 | 0 | |||
| William H. Flores | 6,878,381 | 1,550,621 | 0 | |||
| Marcella Burke | 6,878,381 | 1,550,621 | 0 | |||
| James Wang | 6,878,381 | 1,550,621 | 0 |
Proposal 4
The Company’s stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ended December 31, 2026 based on the voting results set forth below.
| FOR | AGAINST | ABSTAIN | ||
| 6,588,380 | 1,801,422 | 39,200 |
Item 8.01 Other Events
In connection with the stockholders’ vote at the Annual Meeting 5,869,285 shares of common stock were tendered for redemption. As a result of the redemptions, an extension payment of $30,921.45 will be required for each monthly extension. The Company has extended through August 22, 2026.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amendment to Amended and Restated Certificate of Incorporation | |
| 10.1 | Amendment to Investment Management Trust Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 27, 2026
CO2 ENERGY TRANSITION CORP.
| By: | /s/ Harold R. DeMoss III | |
| Name: | Harold R. DeMoss III | |
| Title: | Chief Financial Officer |
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Exhibit 3.1
AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
CO2 ENERGY TRANSITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
CO2 ENERGY TRANSITION CORP. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is “CO2 Energy Transition Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on September 30, 2021 and was subsequently amended on December 15, 2021. An amended and restated certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on November 20, 2024 (the “Amended and Restated Certificate of Incorporation”). |
| 2. | This Amendment to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of majority of the issued and outstanding shares of common stock of the Company at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). |
| 4. | The text of Article Six, Section E is hereby amended and restated to read in full as follows: |
| (i) | D. The Corporation has until July 22, 2026 to consummate its initial Business Combination (“Combination Period”). If the Corporation anticipates that it may not be able to consummate its initial Business Combination by that date, the Corporation may, but is not obligated to, extend the Combination Period up to 11 times by an additional one month each time for a total of up to 11 months by notifying the Trustee each month, upon at least one business days’ notice that the deadline for completing a business combination has been extended by an additional one month and depositing into the Trust Account established pursuant to the terms of the Investment Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company the lesser of $50,000 or $0.03 for each IPO Share that remains outstanding. In the event that the Corporation does not consummate a Business Combination by (i) July 22, 2026 or (ii) up to June 22, 2027 if the Corporation elects to extend the amount of time to complete a Business Combination in accordance with the terms herewith (in any case, such date being referred to as the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter redeem 100% of the IPO Shares for cash for a redemption price per share as described below (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board of Directors pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate the balance of the Corporation’s net assets to its remaining stockholders, as part of the Corporation’s plan of dissolution and liquidation, subject (in the case of (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law. In such event, the per share redemption price shall be equal to a pro rata share of the Trust Account plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Corporation to pay its taxes divided by the total number of IPO Shares then outstanding. |
| 5. | The text of Article Six, Section I is hereby amended and restated to read in full as follows: |
H. If any amendment is made to this Article SIXTH that would modify the substance or timing of the Corporation’s obligation to provide for the conversion of the IPO Shares in connection with an initial Business Combination or to redeem 100% of the IPO Shares if (A) the Corporation has not consummated an initial Business Combination by June 22, 2027 (B) with respect to any other provision in this Article SIXTH, the holders of IPO Shares shall be provided with the opportunity to redeem their IPO Shares upon the approval of any such amendment, at the per-share price specified in paragraph C.
| 6. | All other provisions of the Amended and Restated Certificate of Incorporation shall remain in full force and effect. |
IN WITNESS WHEREOF, CO2 Energy Transition Corp. has caused this Amendment to the Amended and Restated Certificate of Incorporation to be duly executed in its name and on its behalf by an authorized officer as of this ___ day of July, 2026.
| CO2 ENERGY TRANSITION CORP. | ||
| By: | ||
| Name: | Ralph DeMoss III | |
| Title: | Chief Financial Officer | |
Exhibit 10.1
AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST
AGREEMENT OF
CO2 ENERGY TRANSITION CORP.
THIS AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “Amendment”) is made as of July [ ], 2026, by and between CO2 Energy Transition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company (the “Trustee”). Capitalized terms contained in this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in that certain Investment Management Trust Agreement, dated November 20, 2024, by and between the parties hereto (the “Trust Agreement”).
WHEREAS, a total of $69,000,000 was placed in the Trust Account from the IPO and sale of private warrants in a private placement;
WHEREAS, the Trust Agreement provides that the Trustee shall commence liquidation of the Trust Account and distribute the Property in the Trust Account after receipt of, and only in accordance with, a Termination Letter; or in the event that a Termination Letter has not been received by the Trustee by the 18 month anniversary of the closing of the IPO (“Closing”) or, in the event that the Company extended the time to complete the Business Combination for up to 24-months from the effective date of the prospectus but has not completed the Business Combination within the applicable monthly anniversary of the effective date of the prospectus;
WHEREAS, the Company has obtained the requisite approval of the stockholders of the Company to amend the Trust Agreement to provide the Company with the right to extend the date on which to commence liquidating the Trust Account eleven times for an additional one month each time from July 22, 2026 to June 22, 2027 for a monthly extension fee of the lesser of $50,000 or $0.03 per share of Common Stock sold in the Company’s initial public offering and that remains outstanding;
WHEREAS, each of the Company and Trustee desire to amend the Trust Agreement as provided herein.
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
| 1. | Amendments to Trust Agreement. |
| (a) | The fifth WHEREAS clause in the preamble to the Trust Agreement is hereby amended and restated to read as follows: |
“WHEREAS, stockholders approved an amendment to the terms of the Company’s amended and restated certificate of incorporation, in order to extend the time available for us to consummate our initial business combination to June 22, 2027, provided that our sponsor or its affiliates or designees, must deposit into the trust account the lesser of $50,000 or $0.03 per share sold to the public in the Company’s IPO that remains outstanding for each one-month extension; and
| (a) | Section 1(i) of the Trust Agreement is hereby amended and restated in its entirety as follows: |
“(i) Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter (“Termination Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed on behalf of the Company by its President, Chief Executive Officer or Chief Financial Officer, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account only as directed in the Termination Letter and the other documents referred to therein or (y) upon the date which is (the “Applicable Deadline”) the later of June 22, 2027 and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and restated certificate of incorporation (as it may be further amended) provided, however, that in the event that a Termination Letter has not been received by the Trustee prior to such date (as applicable, the “Last Date”), the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and distributed to the Public Stockholders as of the Last Date.
B-1
| (b) | The text of the letter in Exhibit D is amended as follows: |
“Pursuant to Section 1(l) of the Investment Management Trust Agreement between CO2 Energy Transition Corp. (“Company”) and Continental Stock Transfer & Trust Company, dated as of November 20, 2024 (“Trust Agreement”), as amended, this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from ______________ to ____________ (the “Extension”).
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
| 2. | Miscellaneous Provisions. |
| 2.1. | Successors. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns. |
| 2.2. | Severability. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable. |
| 2.3. | Applicable Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York. |
| 2.4. | Counterparts. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument. |
| 2.5. | Effect of Headings. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof. |
| 2.6. | Entire Agreement. The Trust Agreement, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated. |
B-2
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first set forth above.
| CO2 Energy Transition Corp. | ||
| By: | ||
| Name: | ||
| Title: | Chief Financial Officer | |
| Continental Stock Transfer & Trust Company, as Trustee |
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| By: | ||
| Name: | Francis Wolf | |
| Title: | Vice President | |