STOCK TITAN

Redemptions, vote extend CO2 Energy Transition (Nasdaq: NOEM) deal deadline

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CO2 ENERGY TRANSITION CORP. reported the results of its July 21, 2026 Annual Meeting, where stockholders approved amendments to its charter and investment management trust agreement to extend the deadline to complete a business combination from July 22, 2026 to June 22, 2027, through up to eleven one‑month extensions requiring deposits into the IPO trust account.

Common shares outstanding were 9,585,750 as of the July 7, 2026 record date, with 8,429,002 shares (87.93%) represented in person or by proxy. Stockholders elected five directors to one‑year terms and ratified WithumSmith+Brown, PC as independent registered public accounting firm for the year ended December 31, 2026.

In connection with the meeting, 5,869,285 shares of common stock were tendered for redemption. As a result of these redemptions, an extension payment of $30,921.45 will be required for each monthly extension, and the company has extended its business combination deadline through August 22, 2026.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
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, and exhibit attachments filed with this report.
Shares outstanding 9,585,750 shares Common stock issued and outstanding as of the July 7, 2026 record date
Shares represented at meeting 8,429,002 shares Shares present in person or by proxy at the Annual Meeting
Quorum percentage 87.93% Portion of eligible common shares represented at the Annual Meeting
Proposal 1 votes for 6,310,067 Votes in favor of charter amendment to extend business combination deadline
Proposal 2 votes for 3,714,879 Votes in favor of amending the investment management trust agreement
Shares redeemed 5,869,285 shares Common shares tendered for redemption in connection with the Annual Meeting
Monthly extension payment $30,921.45 Amount required to be deposited into the trust account for each one‑month extension
business combination regulatory
"to extend the date by which the Company has to consummate a business combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
investment management trust agreement financial
"an amendment to the Company’s investment management trust agreement, dated as of November 20, 2024"
A written contract that names who will run and make investment decisions for a trust’s assets, spells out their authority, duties, fees and how performance and risks will be handled. It matters to investors because it defines who is responsible for growing and protecting the money—like hiring a caretaker with a clear job description—and sets the rules and safeguards that affect returns, costs and how disputes or withdrawals are resolved.
Public Share financial
"$0.03 per Public Share that remains outstanding for each one month extended"
broker non-vote regulatory
"NOMINEE | FOR | WITHHELD | BROKER NON-VOTE"
redemption financial
"5,869,285 shares of common stock were tendered for redemption"
Redemption is when an issuer or holder settles a financial instrument by paying it off or returning it for cash, such as a bond being paid at maturity or a preferred share bought back by the company. It matters to investors because redemption changes when and how they get their money back, can cut off future income from the investment, and affects the issuer’s cash needs—think of it like a loan being paid off early or a store refunding a returned purchase.

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FAQ

What deadline change did CO2 Energy Transition Corp. (NOEM) stockholders approve?

Stockholders approved extending the deadline to complete a business combination from July 22, 2026 to June 22, 2027. The extension can occur in up to eleven one‑month periods, each requiring a deposit into the company’s IPO trust account under the amended charter.

How many NOEM shares were outstanding and represented at the Annual Meeting?

CO2 Energy Transition Corp. had 9,585,750 common shares outstanding as of the July 7, 2026 record date. At the Annual Meeting, 8,429,002 shares, or 87.93% of those eligible to vote, were represented in person or by proxy, constituting a quorum.

How many CO2 Energy Transition (NOEM) shares were redeemed in connection with the meeting?

In connection with the Annual Meeting, holders tendered 5,869,285 shares of CO2 Energy Transition Corp. common stock for redemption. These redemptions affect the number of public shares remaining and are linked to calculating required monthly extension payments.

What monthly extension payment applies to CO2 Energy Transition Corp. (NOEM)?

Following the stockholder vote and related share redemptions, an extension payment of $30,921.45 will be required for each one‑month deadline extension. The company has already exercised an extension of its business combination deadline through August 22, 2026.

Which directors and auditor were approved at the CO2 Energy Transition (NOEM) meeting?

Stockholders elected five directors—Brady Rodgers, Charles E. Fox, William H. Flores, Marcella Burke, and James Wang—to one‑year terms. They also ratified WithumSmith+Brown, PC as the independent registered public accounting firm for the year ended December 31, 2026.

What change was made to NOEM’s investment management trust agreement?

Stockholders approved an amendment to the investment management trust agreement to move the deadline for completing the initial business combination from July 22, 2026 to June 22, 2027. Only public shares voted on this proposal, which passed with a majority of votes cast.
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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 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 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

 

1

 

 

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)

 

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 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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Filing Exhibits & Attachments

6 documents