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CO2 Energy Transition (NASDAQ: NOEM) outlines sponsor links, leader roles

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

CO2 Energy Transition Corp. filed an update under Item 5.02 describing the backgrounds of Mr. Fox and Andrew J. Martin in connection with director and officer disclosures.

The company notes that Mr. Fox leads Windy Cove Energy II and Pure Earth Plasma Holdings, which invest in sponsor entity CO2 Energy Transition, LLC, and that Mr. Martin is Founder & Managing Partner of Challenge Group International, LLC and President of CO2 Energy Transition, LLC. For both individuals, the company states there are no transactions with the registrant requiring disclosure under Item 404(a) of Regulation S-K.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Commission File Number 001-42417 Exchange Act registration reference for CO2 Energy Transition Corp.
I.R.S. Employer Identification No. 87-2950691 Federal tax identification number of CO2 Energy Transition Corp.
Exhibit Number 104 Cover Page Interactive Data File embedded within the Inline XBRL document
Item 404(a) of Regulation S-K regulatory
"There are no transactions ... required to be disclosed pursuant to the requirements of Item 404(a) of Regulation S-K."
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
sponsor entity financial
"investors in the sponsor entity, CO2 Energy Transition, LLC."
Inline XBRL technical
"Cover Page Interactive Data File (embedded within the Inline XBRL document)"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.

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

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FAQ

What does CO2 Energy Transition Corp. (NOEM) disclose under Item 5.02 in this 8-K?

CO2 Energy Transition Corp. provides biographical information on Mr. Fox and Andrew J. Martin in connection with its director and officer disclosures. It also states that, for each individual, there are no transactions with the registrant requiring disclosure under Item 404(a) of Regulation S-K.

Who is Mr. Fox in CO2 Energy Transition Corp.'s (NOEM) latest 8-K?

Mr. Fox is described as chief executive officer and co-founder of Windy Cove Energy II and Pure Earth Plasma Holdings. These entities are investors in sponsor CO2 Energy Transition, LLC, and the company notes no Item 404(a) related-party transactions between Mr. Fox and the registrant.

Who is Andrew J. Martin in relation to CO2 Energy Transition Corp. (NOEM)?

Andrew J. Martin is identified as Founder & Managing Partner of Challenge Group International, LLC and President of CO2 Energy Transition, LLC, the sponsor group. He also serves on several private equity and energy-related boards, with no Item 404(a) transactions reported with the registrant.

What exhibit is included in CO2 Energy Transition Corp.'s (NOEM) 8-K?

The 8-K lists Exhibit 104, described as the Cover Page Interactive Data File embedded within the Inline XBRL document. This exhibit format supports electronic tagging and presentation of key cover-page information for regulatory users and investors.
false 0001956648 0001956648 2026-07-27 2026-07-27 0001956648 us-gaap:CommonStockMember 2026-07-27 2026-07-27 0001956648 NOEM:WarrantsMember 2026-07-27 2026-07-27 0001956648 us-gaap:RightsMember 2026-07-27 2026-07-27 0001956648 NOEM:UnitsMember 2026-07-27 2026-07-27 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 27, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(b)On July 27, 2026, Brady Rodgers, President and Chief Executive Officer of CO2 Energy Transition Corp. (the “Registrant”) resigned his positions as President and Chief Executive Officer and as a director. His resignation was not due to a disagreement as to the Registrant’s operations, policies or practices.

 

(c)Effective July 29, 2026, Charles Fox, Chairman of the Board of the Registrant, was elected by the Board of Directors as President and Chief Executive Officer. He will continue to serve on the Board of Directors of the Registrant as Chairman.

 

Mr. Fox is chief executive officer and co-founder of Windy Cove Energy II, an oil and gas producer, and Pure Earth Plasma Holdings, which are investors in the sponsor entity, CO2 Energy Transition, LLC. Prior to Pure Earth and Windy Cove Energy II, he co-founded and led Windy Cove Energy as its chief executive officer from 2014 — 2016. Previously, he was vice president of operations and engineering for Kinder Morgan CO2 Company (2000 — 2013). Mr. Fox is a co-author of the SPE monograph, Practical Aspects of CO2 Flooding and was an SPE distinguished lecturer on carbon capture utilization and storage. He has taught numerous classes about CO2 flooding and carbon storage. He holds an M.S. degree in petroleum engineering from Stanford University and a B.S. degree in mechanical engineering from Rice University. He is a registered professional engineer in Texas and New Mexico.

 

There are no transactions between the Registrant and Mr. Fox that are required to be disclosed pursuant to the requirements of Item 404(a) of Regulation S-K.

 

(d)Effective July 29, 2026, Andrew Martin was appointed to the Board of Directors of the Registrant for a term to expire at the next annual meeting of stockholders or until his successor is elected and qualified. He was not appointed pursuant to any agreement with any other party.

 

Andrew J. Martin “Andy” is the Founder & Managing Partner of Challenge Group International, LLC a private family office investment company with affiliates in private equity funds and related ownership in many different entities. He is also President of the CO2 Energy Transition, LLC the sponsor group for the Registrant. Additionally, he serves on several private equity boards including Echo Energy Partners, LLC & on several of the related companies to same. He is also Chairman of the board of Wellpath Energy Services, LLC an international directional drilling company. He most recently joined the board of Reynolds Lift technologies, LLC a US based electronic submersible pumps company serving the energy industry. He is also very active in the non - profit community serving as Chairman and a long term board member of Recenter Houston, a 72 year old organization helping young people in their journey to reach sobriety and addressing mental health issues.

 

There are no transactions between the Registrant and Mr. Martin that are required to be disclosed pursuant to the requirements of Item 404(a) of Regulation S-K.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 31, 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

4 documents