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CO2 Energy Transition (Nasdaq: NOEM) pursues lithium and strontium SPAC deal via LOI

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CO2 Energy Transition Corp., a SPAC focused on energy transition, reported that it signed a non-binding Letter of Intent for its initial business combination with a Texas-based operating oil and gas company. The target plans to recover lithium and strontium from subsurface brines produced from its own leased wells, using existing natural gas assets and oilfield infrastructure to create a three-prong revenue model combining natural gas production with lithium and strontium recovery.

The long-term vision includes domestic production of low-cost strontium ferrite magnet materials for defense-related applications, offering an alternative to rare earth–dependent supply chains. The parties intend to negotiate and execute definitive agreements in good faith as soon as practicable and no later than September 16, 2026, unless mutually extended, with the proposed transaction subject to due diligence, required approvals, and customary closing conditions.

Positive

  • Signed LOI for initial business combination, advancing CO2 Energy Transition Corp.’s SPAC strategy with a Texas-based operator focused on lithium and strontium recovery and defense-oriented magnet materials.

Negative

  • None.

Insights

Analyzing...

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
LOI announcement date July 17, 2026 Date CO2 Energy Transition Corp. announced the non-binding Letter of Intent
Definitive agreement deadline September 16, 2026 Target date by which the parties intend to enter into definitive agreements, unless extended
Revenue streams in model 3 revenue streams Three-prong revenue model: natural gas production, lithium recovery, and strontium recovery
non-binding Letter of Intent regulatory
"announced the signing of a non-binding Letter of Intent with a Texas-based"
A non-binding letter of intent is a preliminary document that outlines the main terms and expectations of a proposed transaction—such as a merger, acquisition, investment or partnership—without creating a legally enforceable obligation to complete the deal. Think of it as a written handshake or shopping list: it signals serious interest and sets the framework for negotiations and due diligence, which can move markets, but it does not guarantee the transaction will happen until a final, binding agreement is signed.
special purpose acquisition company financial
"is a blank check company, commonly referred to as a special purpose acquisition company"
A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.
critical minerals financial
"focused on opportunities in the energy transition sector, including critical minerals"
Materials needed to build modern technologies—like batteries, electronics, renewable energy systems and defense equipment—that have few easy substitutes and often come from a small number of countries or mines. Investors care because their supply can be disrupted, expensive or slow to increase, which affects the cost, availability and growth prospects of companies and industries that rely on them; think of them as critical spare parts for the global economy.
strontium ferrite technical
"long-term vision is producing low-cost strontium ferrite magnet materials domestically"
A hard, ceramic magnetic material made from strontium, iron and oxygen (chemical formula often written SrFe12O19) used to make permanent magnets. Like a baked clay magnet, it keeps a steady magnetic field without electricity and is commonly used in motors, sensors, speakers, and other devices where a stable, low-cost magnet is needed; changes in demand, raw materials or production capacity can affect manufacturers and suppliers in related industries.
DPA Title III awards regulatory
"including DPA Title III awards and stockpile funding — underscore the strategic"

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FAQ

What did CO2 Energy Transition Corp. (NOEM) announce on July 17, 2026?

CO2 Energy Transition Corp. announced a non-binding Letter of Intent for its initial business combination with a Texas-based oil and gas operator focused on lithium and strontium recovery from subsurface brines.

Who is the target company in CO2 Energy Transition Corp. (NOEM)’s proposed business combination?

The target is a Texas-based operating oil and gas company with a track record in unconventional natural resource development, planning to recover lithium and strontium from subsurface brines produced from its own leased wells.

What business model is envisioned in CO2 Energy Transition Corp. (NOEM)’s LOI transaction?

The target plans a three-prong revenue model combining natural gas production, lithium recovery, and strontium recovery, aiming to increase revenue per barrel and help mitigate lithium price volatility.

What is the deadline to sign definitive agreements in the CO2 Energy Transition Corp. (NOEM) LOI?

The parties intend to negotiate and enter into definitive agreements by September 16, 2026, unless they mutually agree to extend, with closing subject to due diligence, approvals, and customary conditions.

Is the CO2 Energy Transition Corp. (NOEM) transaction under the LOI binding?

No. The Letter of Intent is explicitly non-binding; the proposed business combination depends on negotiating definitive agreements, completing due diligence, obtaining necessary approvals, and satisfying customary closing conditions.
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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

 

Date of Report (Date of earliest event reported): July 17, 2026

 

CO2 ENERGY TRANSITION CORP.

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   001-42417   87-2950691
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)

 

1334 Brittmoore Rd, Suite 190

Houston, Texas

  77043
(Address of Principal Executive Offices)   (Zip Code)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock   NOEM   The Nasdaq Stock Market LLC
Warrants   NOEMW   The Nasdaq Stock Market LLC
Rights   NOEMR   The Nasdaq Stock Market LLC
Units   NOEMU   The Nasdaq Stock Market LLC

 

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 7.01 Regulation FD Disclosure

 

On July 17, 2026, CO2 Energy Transition Corp. (the “Registrant”) issued a press release announcing that it had entered into a non-binding letter of intent with respect to an initial business combination. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

 1 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99   Press Release dated July 17, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 2 

 

 

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 17, 2026

 

CO2 ENERGY TRANSITION CORP.

 

By: /s/ Harold R. DeMoss III  
Name:  Harold R. DeMoss III  
Title: Chief Financial Officer  

 

 3 

 

 

 

Exhibit 99.1

 

CO2 Energy Transition Corp. (Nasdaq: NOEM) Signs Letter of Intent with Texas-Based Energy Company to Advance Domestic Lithium Recovery and Strontium Ferrite Production for Defense Applications

 

Houston, TX, July 17, 2026 (GLOBE NEWSWIRE) -- CO2 Energy Transition Corp. (Nasdaq: NOEM) today announced the signing of a non-binding Letter of Intent with a Texas-based operating oil and gas company with a track record of unconventional natural resource development in the United States. The target plans to recover lithium and strontium from subsurface brines produced from its own leased wells to support domestic critical mineral production and energy independence.

 

This initiative leverages the target company’s existing natural gas assets and oilfield infrastructure to create a three-prong revenue model — combining natural gas production with lithium and strontium recovery. This approach is designed to deliver increased revenue per barrel and provide downside protection against lithium price volatility.

 

“The energy transition creates a powerful opportunity to repurpose oilfield infrastructure for critical mineral recovery,” said Chuck Fox, Chairman of CO2 Energy Transition Corp. “This partnership aligns with our mission to build sustainable energy solutions and strengthen America’s supply chain security, particularly in defense applications.”

 

The target company plans to utilize proven extraction technologies in its processing plants in the near term while advancing longer-term process improvements. A core element of the long-term vision is producing low-cost strontium ferrite magnet materials domestically — enabling a “wellbore to weapons” advantage over traditional “mine to magnets” supply chains. This is particularly relevant for high-volume, low-cost applications such as one-way drones, which are increasingly treated as expendable munitions in modern defense strategies.

 

Strontium ferrite magnets represent a strategic pathway around rare earth dependency — fit-for-mission performance from domestic brine at a fraction of the cost. Lithium remains on the USGS critical minerals list, while substantial U.S. government investments — including DPA Title III awards and stockpile funding — underscore the strategic importance of domestic strontium production.

 

The parties intend to negotiate and enter into definitive agreements for the proposed business combination in good faith as soon as practicable, but in no event later than September 16, 2026, unless mutually extended. The transaction remains subject to the execution of definitive agreements, completion of due diligence, receipt of all necessary approvals, and other customary closing conditions.

 

Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied. Factors that could cause such differences include, but are not limited to, the ability to negotiate and execute definitive agreements, results of due diligence, regulatory approvals, market conditions, and other risks detailed in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to update these forward-looking statements.

 

About CO2 Energy Transition Corp. CO2 Energy Transition Corp. (Nasdaq: NOEM) is a blank check company, 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. While the Company may pursue a business combination target in any industry or geographic region, it is focused on opportunities in the energy transition sector, including critical minerals, sustainable power generation, and related infrastructure.

 

Contact Information:

CO2 Energy Transition Corp.

Charles Fox

Chairman

chuckf@co2et.com

281-402-1888

 

  

Filing Exhibits & Attachments

5 documents