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CO2 Energy Transition to move to Nasdaq Capital

CO2 Energy Transition Corp. will move its NOEM securities to the Nasdaq Capital Market as a business combination letter of intent expires without a definitive deal.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CO2 Energy Transition Corp. (NOEM) reports that on September 14, 2026, Nasdaq staff approved its application to transfer the listing of its common stock, warrants, rights and units from the Nasdaq Global Market to the Nasdaq Capital Market, effective at the opening of business on September 16, 2026; the trading symbols will remain unchanged.

The company also states that a non-binding letter of intent for an initial business combination, announced on July 17, 2026 and requiring a definitive agreement by September 14, 2026, has expired after the parties decided not to extend the deadline, though discussions with that counterparty and other potential business combination opportunities are continuing.

Positive

  • None.

Negative

  • Listing transfer to Nasdaq Capital Market from the Nasdaq Global Market was approved, signaling that the company no longer meets, or may not continue to meet, the more stringent Global Market standards and will trade on a market tier with generally lower listing requirements.
  • Business combination LOI expired without a definitive agreement; the non-binding letter of intent for an initial business combination lapsed on September 14, 2026 when the parties chose not to extend its deadline, leaving the company without a finalized transaction from that process.

Insights

Analyzing...

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Nasdaq approval date September 14, 2026 Date Nasdaq staff approved transfer from Nasdaq Global Market to Nasdaq Capital Market
Capital Market effective date September 16, 2026 Date NOEM securities begin trading on Nasdaq Capital Market
LOI announcement date July 17, 2026 Date CO2 Energy Transition Corp. announced non-binding letter of intent for an initial business combination
LOI expiration deadline September 14, 2026 Deadline in non-binding letter of intent for completion of definitive agreement
Trading symbols NOEM, NOEMW, NOEMR, NOEMU Symbols for common stock, warrants, rights and units that remain unchanged after transfer
Nasdaq Capital Market market
"approved the application ... to move the listing ... to the Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Nasdaq Global Market market
"move the listing of the Company’s units, warrants, rights and common stock from The Nasdaq Global Market"
The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.
non-binding letter of intent financial
"entered into a non-binding letter of intent with respect to an initial business combination"
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.
initial business combination financial
"non-binding letter of intent with respect to an initial business combination"
An initial business combination is the deal in which a special-purpose acquisition company (SPAC) merges with or acquires an operating business to bring that business onto public markets. Think of the SPAC as an empty shell that raises money from investors, then uses that cash to buy a private company—this transaction turns the private company into a public one and often changes its ownership, valuation, and access to capital, so investors should watch for shifts in risk, future growth prospects, and shareholder rights.
continued listing rule regulatory
"Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard"

FAQ

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

What listing change did CO2 Energy Transition Corp. (NOEM) announce?

CO2 Energy Transition Corp. reported that Nasdaq approved transferring its common stock, warrants, rights and units from the Nasdaq Global Market to the Nasdaq Capital Market, effective at the opening of business on September 16, 2026. The company states that its existing trading symbols, including NOEM, will remain the same.

When will CO2 Energy Transition Corp.’s NOEM securities begin trading on the Nasdaq Capital Market?

The company states that its units, warrants, rights and common stock will be transferred to the Nasdaq Capital Market as of the opening of business on September 16, 2026. Nasdaq staff approved the application for this transfer on September 14, 2026.

Did CO2 Energy Transition Corp. (NOEM) complete the business combination under its July 2026 letter of intent?

No. CO2 Energy Transition Corp. reports that the non-binding letter of intent for an initial business combination, announced on July 17, 2026, expired on September 14, 2026 because the parties chose not to extend the deadline for signing a definitive agreement.

Is CO2 Energy Transition Corp. (NOEM) still pursuing a business combination after the LOI expired?

Yes. The company states that, although the non-binding letter of intent expired on September 14, 2026, it continues to have discussions with the same counterparty and is also evaluating other potential opportunities for an initial business combination.

Will the ticker symbols for CO2 Energy Transition Corp. change after the Nasdaq market transfer?

No. CO2 Energy Transition Corp. specifies that the trading symbols for its listed securities, including NOEM for common stock, NOEMW for warrants, NOEMR for rights and NOEMU for units, will remain the same following the transfer to the Nasdaq Capital Market.

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

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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): September 14, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

(c)       On September 14, 2026, the Staff of The Nasdaq Stock Market LLC approved the application of CO2 Energy Transition Corp. (the “Company”) to move the listing of the Company’s units, warrants, rights and common stock from The Nasdaq Global Market to the Nasdaq Capital Market. The Company’s securities will be transferred to The Nasdaq Capital Market as of the opening of business on September 16, 2026. The trading symbols will remain the same.

  

Item 8.01 Other Events

 

On July 17, 2026, the Company issued a press release announcing that it had entered into a non-binding letter of intent with respect to an initial business combination. The letter of intent had provided for a deadline of September 14, 2026 for completion of a definitive agreement. The parties have decided not to extend the deadline and the letter of intent expired. The Company continues to have discussions with the other party as well as evaluate other potential opportunities for an initial business combination.

  

1

  

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
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: September 17, 2026

 

CO2 ENERGY TRANSITION CORP.

 

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

 

3

 

 

 

Filing Exhibits & Attachments

4 documents

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