Schedule 13G/A: MMCAP & MM Asset Management Own 590,000 Shares (6.16%)

Rhea-AI Filing Summary

Amendment No. 3 to Schedule 13G shows MMCAP International Inc. SPC and MM Asset Management Inc. each report beneficial ownership of 590,000 shares of CO2 Energy Transition Corp. common stock, representing 6.16% of the class based on 9,585,750 shares outstanding as reported May 13, 2025. Both reporting persons disclose shared voting and shared dispositive power for the 590,000 shares and no sole voting or dispositive power. The filing states the holdings were not acquired to influence control of the issuer and is signed by principals on 08/12/2025.

Positive

• Ownership >5% disclosed: 590,000 shares (6.16%), fulfilling SEC reporting thresholds
• Clear allocation of voting/dispositive power: shared voting and shared dispositive power are specified
• Certification of non-control in Item 10 confirms the filing is not aimed at changing issuer control

Negative

• No sole voting or dispositive power (0 shares), indicating the holders do not have unilateral control
• Limited context on intent beyond certification; filing provides no additional commercial or strategic detail

Insights

Financial Analyst

TL;DR: A disclosed 6.16% minority stake with shared voting/dispositive rights; material for transparency but not control.

The filing meets the >5% reporting threshold and quantifies the position as 590,000 shares (6.16%) based on 9,585,750 shares outstanding. Shared voting and dispositive power indicate joint influence rather than sole control, limiting immediate corporate-control implications. As an amendment (No. 3) the disclosure updates prior statements; signatures dated 08/12/2025 complete the certification that the shares were not acquired to change control.

Corporate Governance Expert

TL;DR: Reporting persons disclose minority stake and explicitly deny intent to influence control; governance impact appears limited.

Items 7–9 are marked Not Applicable and the statement in Item 10 formally certifies lack of intent to affect control, which is relevant for governance review. The absence of sole voting/dispositive power means these holders are unlikely to unilaterally drive board or strategic changes. The filing is informational and satisfies Schedule 13G amendment requirements for a passive or non-controlling position.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

CO2 Energy Transition Corp.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

12664M202

(CUSIP Number)

06/30/2025

(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. 12664M202

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)

6.16 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: *Consists of 590,000 shares of the Issuer's Common Stock. ** The percentages used herein are calculated based on 9,585,750 shares of common stock outstanding of the Issuer, as reported in the Form 10-Q filed with the Securities and Exchange Commission on May 13, 2025.

SCHEDULE 13G

CUSIP No. 12664M202

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)

6.16 %

12

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person: *Consists of 590,000 shares of the Issuer's Common Stock. ** The percentages used herein are calculated based on 9,585,750 shares of common stock outstanding of the Issuer, as reported in the Form 10-Q filed with the Securities and Exchange Commission on May 13, 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: CO2 Energy Transition Corp.
(b)	Address of issuer's principal executive offices: 1334 Brittmoore Rd, Suite 190,, Houston, TEXAS 77043
Item 2.
(a)	Name of person filing: MMCAP International Inc. SPC MM Asset Management Inc.
(b)	Address or principal business office or, if none, residence: c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue Camana Bay, P.O. Box 1348 Grand Cayman, KY1-1108, Cayman Islands 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, ON M5J 2S1 Canada
(c)	Citizenship: Cayman Islands Ontario, Canada
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 12664M202
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: 6.16 %
(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.
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:	/s/ Ulla Vestergaard
Name/Title:	Director
Date:	08/12/2025

MM Asset Management Inc.

Signature:	/s/ Hillel Meltz
Name/Title:	President
Date:	08/12/2025

FAQ

What stake did MMCAP and MM Asset Management disclose in CO2 Energy Transition (NOEMU)?

Each reporting person discloses beneficial ownership of 590,000 shares, equivalent to 6.16% of the class.

How was the 6.16% ownership calculated in the Schedule 13G/A for NOEMU?

The percentage is calculated using 9,585,750 shares outstanding as reported in the issuer's SEC filing on May 13, 2025.

Do the reporting persons have sole voting or dispositive power over the shares?

No; the filing shows 0 shares of sole voting power and sole dispositive power, and 590,000 shares of shared voting and shared dispositive power.

When was the Schedule 13G/A signed and certified?

Signatures for MMCAP International Inc. SPC and MM Asset Management Inc. are dated 08/12/2025 and include certification in Item 10.

Does the filing indicate the holders intend to influence control of NOEMU?

The filing includes a certification stating the securities were not acquired and are not held to change or influence control of the issuer.

Are the reporting persons part of a group or are group members identified?

Items identifying groups and related group information are marked Not Applicable in the filing.