CO2 Energy Transition Corp. 存入229,700美元延長業務合併期限至7月22日

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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 7, 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 1.01 Entry into a Material Definitive
Agreement.

 

On July 7, 2026, CO2 Energy
Transition, LLC, a Delaware limited liability company (the “Sponsor”), the sponsor of CO2 Energy Transition Corp. (the
“Company”), deposited $229,700 (the “Second Extension Payment”) into the Company’s trust account,
to extend the period of time for the Company to consummate an initial merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (the “Business Combination”), for an additional
one month. Following the adoption of such resolution and deposit of the Second Extension Payment into the trust account, the Company has
until July 22, 2026, to complete its initial Business Combination (the “Extension”).

 

In
connection with the Extension, and to evidence the Second Extension Payment, on July 7, 2026, the Company entered into a convertible promissory
note dated as of the same date with its Sponsor in the principal amount of $229,700 (the “Second Extension Note”). 

 

Amounts owed under the Second
Extension Note do not accrue interest and are payable on the earlier of: (i) the effective date of the consummation of the Company’s
initial Business Combination; or (ii) the date that the winding up of the Company is effective (such date, as applicable, the “Maturity
Date”), unless accelerated upon the occurrence of an Event of Default (as defined in the First Extension Note).

 

Amounts outstanding under
the First Extension Note, are convertible, at the option of the Sponsor, into units of the Company (“Second Extension Note Units”),
at a conversion price of $10.00 per Second Extension Note Unit, with each unit consisting of one share of Company common stock, one warrant,
and one right, with each warrant entitling the holder thereof to purchase one share of common stock at $11.50 per share, subject to adjustment
as provided in the Company’s Registration Statement on Form S-1 filed in connection with its initial public offering (“IPO”),
and each eight rights entitling the holder to receive one share of common stock upon completion of the Business Combination. The Second
Extension Note Units will be identical to the private placement units issued to the Sponsor at the time of the Company’s IPO.

 

The shares, warrants and rights
constitute “Registrable Securities” pursuant to that certain Registration Rights Agreement, dated November 20, 2024,
by and among the Company, Sponsor and certain other security holders named therein.

 

The foregoing description
of the Second Extension Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Second
Extension Note, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Item 2.03. Creation of a Direct
Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information disclosed
under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to
the extent required herein. The maturity date of the Second Extension Note may be accelerated upon the occurrence of an Event of Default
(as defined therein). The Company may not prepay any outstanding principal amount under the Second Extension Note in whole or in part
at any time without the advance written consent of the Sponsor, which may be withheld by the Sponsor for any reason or for no reason.

 

 1

  

 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information disclosed
under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to
the extent required herein. The units, shares, warrants and rights that may be issued pursuant to the Second Extension Note (the “Second
Extension Note Securities”) will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),
and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities
Act. Each warrant which forms a part of the Second Extension Note Units (the “Second Extension Note Warrants”) will
entitle the holder thereof to purchase one share of common stock of the Company at an exercise price of $11.50 per share, subject to certain
adjustments. The Second Extension Note Warrants will become exercisable on the later of (i) 30 days after the completion of the Business
Combination and (ii) 12 months from the closing of the Company’s IPO, subject to certain conditions and exceptions. Such Second
Extension Note Warrants will be identical to the warrants included in the units sold in the Company’s initial public offering, except
that the Second Extension Note Warrants and the common stock issuable upon the exercise of the Second Extension Note Warrants will not
be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.
Additionally, the Second Extension Note Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are
held by the initial purchasers or their permitted transferees. If the Second Extension Note Warrants are held by someone other than the
initial purchasers or their permitted transferees, the Second Extension Note Warrants will be redeemable by the Company and exercisable
by such holders on the same basis as the public warrants sold in the IPO.

 

The Second Extension Note
is convertible into a maximum of 22,970 First Extension Units.

 

Item 8.01 Other Events

 

On
July 7, 2026, the Company mailed its proxy materials to stockholders in connection with its upcoming Annual Meeting of Stockholders at
which stockholders will consider the following proposals: (i) a proposal to extend the deadline by which it must complete an initial business
combination on a month-to-month basis to June 22, 2027 provided that for each monthly extension it deposits the lesser of $50,000 or $0.03
per Public Share that remains outstanding, (ii) a proposal to amend the Investment Management Trust Agreement to permit the extension,
(iii) the election of five members of the Board of Directors, (iv) the ratification of the appointment of WithumSmith+Brown PC as the
Company’s independent registered public accounting firm for the year ended December 31, 2026, and (v) the approval of an adjournment
of the Annual Meeting if the Chairman deems necessary.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 
 Exhibit No.
  
 Description

 
 10.1
  
 Convertible Promissory Note, dated July 7, 2026, by and between CO2 Energy Transition Corp. and CO2 Energy Transition, LLC

 
 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 13, 2026

 

CO2 ENERGY TRANSITION CORP.

 

 
 By:
 /s/ Brady Rodgers
  

 
 Name: 
 Brady Rodgers
  

 
 Title:
 President and Chief Executive Officer
  

 
 

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