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

~~January~~Date 14of Report (Date of earliest event reported): April 15, 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 1.01. ~~Other~~Entry ~~Events~~into a Material Definitive Agreement.

~~Separate~~On ~~Trading~~April 15, 2025, CO2 Energy Transition Corp. (the “Company”), entered into a convertible promissory note dated March 31, 2025 (the “Working Capital Note”) with its sponsor, CO2 Energy Transition, LLC, a Delaware limited liability company (the “Sponsor”). Pursuant to the Working Capital Note, the Company may request, and in the sole discretion of ~~Units~~the Sponsor, ~~Common~~the ~~Stock~~Sponsor may loan the Company, ~~Warrants~~drawdowns of up to an aggregate $1,500,000 in principal from time to time, less $11,731 which was advanced prior to the execution of the Working Capital Note, and ~~Rights~~included as outstanding thereunder, with such amounts to be used for working capital.

~~On January~~Amounts ~~14,~~owed ~~2025,~~under ~~CO2~~the ~~Energy~~Working Capital ~~Transition~~Note ~~Corp.~~do ~~(the~~not ~~“Company”,~~accrue ~~“we”~~interest and ~~“us”) announced~~are ~~that,~~payable ~~commencing~~ on ~~January 16, 2025,~~ the ~~holders~~earlier of: ~~units~~ (~~“Units”~~i) ~~issued in~~ the ~~Company’s~~effective ~~initial public~~date ~~offering~~of ~~may elect to separately trade~~ the ~~shares~~consummation of the Company’s initial ~~common stock~~merger, ~~par value $0.0001 per~~ share ~~(the “Common Stock”)~~exchange, ~~warrants~~asset ~~(the~~acquisition, ~~“Public Warrants”) and rights (“Public Rights”) included in the Units. Each Unit consists of one~~ share ofpurchase, ~~Common~~reorganization ~~Stock,~~or ~~one~~similar ~~Public~~business ~~Warrant~~combination ~~and~~with one ~~Public~~or ~~Right.~~more ~~Each~~businesses or ~~Public~~entities ~~Warrant entitles~~ (the ~~holder to~~“Business ~~receive~~Combination”); ~~one~~or ~~share of our Common Stock at an exercise price of $11.50 per share. Each holder of a Public Right will automatically receive one-eighth~~ (~~1/8~~ii) ofthe ~~one~~date ~~share~~that ofthe ~~Common~~winding ~~Stock~~up ~~upon consummation~~ of ~~our initial business combination. No fractional Public Rights will be issued upon separation of~~ the ~~Units~~Company ~~and~~is ~~only~~effective ~~whole~~(such ~~Public Rights will trade. The shares of Common Stock~~date, ~~Public Warrants and Public~~ ~~Rights~~as ~~that~~applicable, ~~are separated will trade on~~ the ~~Nasdaq Global Market (~~“~~Nasdaq”)~~Maturity ~~under the symbols “NOEM~~Date”), ~~“NOEMW” and~~unless ~~“NOEMR,”~~accelerated ~~respectively.~~upon ~~Those Units not separated will continue to trade on~~ the ~~Nasdaq~~occurrence ~~under~~of ~~the~~an ~~symbol~~Event ~~“NOEMU.” Holders~~ of ~~Units~~Default ~~will~~(as ~~need~~defined toin ~~have their brokers contact Continental Stock Transfer & Trust Company, LLC,~~ the ~~Company’s transfer~~ ~~agent,~~Working inCapital ~~order to separate the Units into shares of Common Stock, Public Warrants and Public Rights~~Note).

AAmounts outstanding under the ~~copy~~Working Capital Note, are convertible, at the option of the ~~press~~Sponsor, ~~release~~into ~~issued~~units byof the Company ~~announcing~~(“Working Capital ~~the~~Note ~~separate~~Units”), ~~trading~~at a conversion price of ~~the~~$10.00 ~~securities~~per ~~underlying~~Working Capital Note Unit, with each unit consisting of one share of Company common stock, one warrant, and one right, with each warrant entitling the ~~Units~~holder isthereof ~~attached~~to ~~hereto~~purchase one share of common stock ~~as Exhibit~~at 99$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 ~~incorporated~~each ~~herein~~eight byrights ~~reference~~entitling the holder to receive one share of common stock upon completion of the Business Combination. The Working Capital Note Units will be identical to the private placement units issued to the Sponsor at the time of the Company’s IPO.

~~Item~~The ~~9.01.~~shares, ~~Financial~~warrants ~~Statements~~and rights constitute “Registrable Securities” pursuant to that certain Registration Rights Agreement, dated November 20, 2024, by and ~~Exhibits~~among the Company, Sponsor and certain other security holders named therein.

Exhibit No.		Description
99.1		Press Release of CO2 Energy Transition Corp. dated January 14, 2025
104		Inline XBRL for the cover page of this Current Report on Form 8-K

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

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

~~Pursuant~~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 ~~requirements~~required herein. The maturity date of the ~~Securities Exchange~~Working ~~Act~~Capital Note may be accelerated upon the occurrence of ~~1934,~~an Event of Default (as defined therein). The Company may not prepay any outstanding principal amount under the ~~Registrant~~Working ~~has~~Capital ~~duly~~Note ~~caused~~in ~~this~~whole ~~report~~or toin bepart ~~signed~~at onany time ~~its~~without ~~behalf~~the advance written consent of the Sponsor, which may be withheld by the ~~undersigned~~Sponsor ~~hereunto~~for ~~duly~~any ~~authorized~~reason or for no reason.

~~Dated: January 15, 2025~~1

~~CO2~~Item 3.02. ~~ENERGY~~Unregistered ~~TRANSITION~~Sales ~~CORP~~of Equity Securities.

~~By:~~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 Working Capital Note (the “Working Capital 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 Working Capital Note Units (the “Working Capital 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 Working Capital 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/ ~~Brady~~IPO, ~~Rodgers~~subject ~~Name:~~to ~~Brady~~certain ~~Rodgers~~conditions ~~Title:~~and ~~President~~exceptions. Such Working Capital Note Warrants will be identical to the warrants included in the units sold in the Company’s initial public offering, except that the Working Capital Note Warrants and ~~Chief~~the ~~Executive~~common ~~Officer~~stock issuable upon the exercise of the Working Capital 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 Working Capital 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 Working Capital Note Warrants are held by someone other than the initial purchasers or their permitted transferees, the Working Capital 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.

If the Company borrows the full amount of the Working Capital Note, the Working Capital Note will be convertible into a maximum of 150,000 Working Capital Units.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Convertible Promissory Note, dated March 31, 2025, and entered into on April 15, 2025, by and between CO2 Energy Transition Corp. and CO2 Energy Transition, LLC
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 21, 2025

CO2 ENERGY TRANSITION CORP.

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

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