false
0001956648
0001956648
2026-07-21
2026-07-21
0001956648
us-gaap:CommonStockMember
2026-07-21
2026-07-21
0001956648
NOEM:WarrantsMember
2026-07-21
2026-07-21
0001956648
us-gaap:RightsMember
2026-07-21
2026-07-21
0001956648
NOEM:UnitsMember
2026-07-21
2026-07-21
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 21, 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 21, 2026, CO2 Energy Transition Corp.
(the “Registrant”) issued a press release announcing that all proposals being considered at its Annual Meeting of Stockholders,
including approval of an amendment to its amended and restated certificate of incorporation to extend the deadline by which it may complete
an initial business combination. The Registrant also announced that it would be accepting reversals of redemptions through noon, Eastern
Time on July 22, 2026. A copy of the press release is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 99 |
|
Press Release dated July 21, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 21, 2026
CO2 ENERGY TRANSITION CORP.
| By: |
/s/ Harold R. DeMoss III |
|
| Name: |
Harold R. DeMoss III |
|
| Title: |
Chief Financial Officer |
|
Exhibit 99.1
CO2 Energy Transition Corp. Announces
Shareholder Approval of SPAC Extension and Deadline for Acceptance of Redemption Reversals
Houston, TX, July 21, 2026 (GLOBE NEWSWIRE)
-- CO2 Energy Transition Corp. (Nasdaq: NOEM) today announced that shareholders have approved all of the proposals that were considered
at the shareholder meeting that took place today including a proposal to extend the deadline by which the SPAC must complete its initial
business combination. This will allow the opportunity for the Company to negotiate and enter into definitive agreements for the proposed
business combination with the critical mineral target company that was announced on July 17, 2026.
The Company will be accepting redemption reversal
requests through Noon ET on July 22, 2026.
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