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

~~November~~January 2214, ~~2024~~2025

Date of Report (Date of earliest event reported)

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 8.01. Other Events.

AsSeparate ~~previously~~Trading ~~reported on its Current Report on Form 8-K dated November 20, 2022, on November 22, 2024, CO2 Energy Transition Corp. (the “Company”) consummated its initial public offering (the “IPO”)~~ of ~~6,900,000 units (the “~~Units”), ~~each Unit consisting of one share of common stock of the Company, par value $0.0001 per share (the “~~Common Stock”), ~~one redeemable~~ ~~warrant~~Warrants ~~(“Warrant”), each Warrant entitling the holder thereof to purchase one share of Common Stock for $11.50 per share~~ and one right (“Right”) with each eight rights entitling the holder to receive one share of Common Stock upon completion of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $69,000,000.Rights

~~Simultaneously~~On January ~~with~~14, ~~the~~2025, ~~closing of~~CO2 ~~the~~Energy ~~IPO,~~Transition Corp. (the “Company”, ~~consummated~~“we” aand ~~private~~“us”) announced ~~placements~~that, (commencing on January 16, 2025, the ~~“Private~~holders ~~Placement~~of units (“Units”) issued in ~~which~~the Company’s initial public offering may elect to separately trade the ~~Sponsor~~shares ~~purchased~~of ~~265~~the Company’s common stock,~~000~~ par value $0.0001 per share (the “Common ~~private~~Stock”), ~~units~~warrants (the “~~Private~~Public ~~Units~~Warrants”) and rights (“Public Rights”) included in the Units. Each Unit consists of one share of Common Stock, one Public Warrant and one Public Right. Each Public Warrant entitles the holder to receive one share of our Common Stock at aan exercise price of $1011.0050 per ~~Private~~share. ~~Unit~~Each holder of a Public Right will automatically receive one-eighth (1/8) of one share of Common Stock upon consummation of our initial business combination. No fractional Public Rights will be issued upon separation of the Units and only whole Public Rights will trade. The shares of Common Stock, ~~generating~~Public ~~total~~Warrants ~~proceeds~~and Public Rights that are separated will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “NOEM”, “NOEMW” and “NOEMR,” respectively. Those Units not separated will continue to trade on the Nasdaq under the symbol “NOEMU.” Holders of $2Units will need to have their brokers contact Continental Stock Transfer & Trust Company,~~650~~ LLC,~~000~~ the Company’s transfer agent, in order to separate the Units into shares of Common Stock, Public Warrants and Public Rights.

AsA copy of ~~November~~the ~~22,~~press ~~2024,~~release ~~a total~~issued ofby ~~$69,000,000 of~~ the ~~proceeds~~Company ~~from~~announcing the ~~IPO~~separate ~~and~~trading of the ~~Private~~securities ~~Placement~~underlying ~~was~~the ~~deposited~~Units ~~into~~is aattached ~~trust~~hereto as Exhibit ~~account~~99.1, ~~for~~and ~~the~~incorporated ~~benefit~~herein ofby ~~the Company’s public stockholders~~reference.

An audited balance sheet as of November 22, 2024 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		~~Balance~~Press ~~Sheet~~Release of CO2 Energy Transition Corp. dated ~~November~~January 2214, ~~2024~~2025
104		Inline XBRL for the cover page of this Current Report on Form 8-K

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: ~~November~~January 2915, ~~2024~~2025

CO2 ENERGY TRANSITION CORP.

By:	/s/ Brady Rodgers
Name:	Brady Rodgers
Title:	President and Chief Executive Officer

Filing Compare · CO2 Energy Transition Corp.