CO2 Energy Transition holders report 6.3% stake

CO2 Energy Transition Corp. received an updated ownership report on its common stock from institutional investors.

Accepted by SEC EDGAR 02/13/2026 - 11:14 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

CO2 Energy Transition Corp. received an updated ownership report on its common stock from institutional investors. MMCAP International Inc. SPC and Asset Management Inc. jointly reported beneficial ownership of 590,000 shares of common stock, representing 6.3% of the class as of the event date.

The investors report shared voting and dispositive power over all 590,000 shares and no sole voting or dispositive power. They also certify the shares were not acquired to change or influence control of CO2 Energy Transition Corp., but instead are held for passive investment purposes.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What ownership stake in CO2 Energy Transition Corp. (NOEM) is reported in this Schedule 13G/A?

The filing reports beneficial ownership of 590,000 shares of CO2 Energy Transition Corp. common stock, representing 6.3% of the outstanding class. This level of ownership requires public disclosure under U.S. securities rules for significant shareholders.

Who are the reporting persons in the CO2 Energy Transition Corp. (NOEM) Schedule 13G/A?

The reporting persons are MMCAP International Inc. SPC, organized in the Cayman Islands, and Asset Management Inc., organized in Ontario, Canada. Both entities report the same 590,000 shares as jointly beneficially owned with shared voting and dispositive power.

What percentage of CO2 Energy Transition Corp. (NOEM) does 590,000 shares represent?

The filing states that the 590,000 shares of common stock represent 6.3% of the issuer’s outstanding class. Crossing the 5% threshold triggers Schedule 13G reporting obligations for certain institutional or passive investors under SEC rules.

Do the reporting investors seek to influence control of CO2 Energy Transition Corp. (NOEM)?

The investors certify the securities were not acquired and are not held for the purpose of changing or influencing control of CO2 Energy Transition Corp. They characterize their position as passive, consistent with the use of a Schedule 13G rather than a Schedule 13D.

What voting and dispositive powers are disclosed over NOEM shares in this filing?

The filing states the reporting persons have 0 shares with sole voting or dispositive power and 590,000 shares with shared voting and shared dispositive power. This means decisions over these shares are made jointly rather than individually.

What event date triggered this CO2 Energy Transition Corp. (NOEM) Schedule 13G/A?

The stated date of the event requiring this Schedule 13G/A filing is December 31, 2025. That date reflects when the ownership level or status met the SEC’s criteria for reporting by these institutional investors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

CO2 Energy Transition Corp.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

12664M103

(CUSIP Number)

12/31/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 12664M103

1

Names of Reporting Persons

MMCAP International Inc. SPC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 590,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 590,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

590,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.3 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 12664M103

1

Names of Reporting Persons

MM Asset Management Inc.

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

ONTARIO, CANADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 590,000.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 590,000.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

590,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.3 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CO2 Energy Transition Corp.
(b)	Address of issuer's principal executive offices: 1334 Brittmoore Road, Suite 190, Houston, Texas 77043
Item 2.
(a)	Name of person filing: i) MMCAP International Inc. SPC ii) MM Asset Management Inc.
(b)	Address or principal business office or, if none, residence: i) c/o Mourant Governance Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P. O. Box 1348, Grand Cayman KY1-1108, Cayman Islands ii) 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, Ontario M5J 2S1 Canada
(c)	Citizenship: i) Cayman Islands ii) Ontario, Canada
(d)	Title of class of securities: Common Stock
(e)	CUSIP No.: 12664M103
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 590,000
(b)	Percent of class: 6.3%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 590,000
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 590,000
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

MMCAP International Inc. SPC

Signature:	Ulla Vestergaard
Name/Title:	Director
Date:	02/12/2026

MM Asset Management Inc.

Signature:	Hillel Meltz
Name/Title:	President
Date:	02/12/2026

Exhibit Information

Exhibit 99.1 Joint Filing Agreement