CO2 Energy Transition Corp. 8-K

What Happened
CO2 Energy Transition Corp. (NOEM) announced that its sponsor, CO2 Energy Transition, LLC, deposited $229,700 into the Company’s trust on July 7, 2026 to extend the deadline to complete an initial business combination. The deposit was evidenced by a convertible promissory note dated July 7, 2026 (the “Second Extension Note”), which does not accrue interest and becomes payable on the earlier of the closing of a business combination or the Company’s winding up (or upon default). Following the deposit and board resolution, the Company’s deadline to complete a business combination was extended to July 22, 2026.

Key Details

• Sponsor deposit (Second Extension Payment): $229,700 on July 7, 2026.
• Instrument: Convertible promissory note (Second Extension Note); no interest; payable at business combination or winding up.
• Conversion option: Sponsor may convert outstanding note amounts into units at $10.00 per unit; each unit = 1 common share + 1 warrant (exercise $11.50) + rights (eight rights = 1 share upon combination). Units match private placement units from the IPO.
• Proxy/Annual Meeting: Proxy mailed July 7, 2026 for proposals including (i) month-to-month extension authority through June 22, 2027 with monthly deposits equal to the lesser of $50,000 or $0.03 per public share, (ii) an amendment to the Trust Agreement, (iii) election of five directors, (iv) ratification of WithumSmith+Brown PC as auditor for 2026, and (v) adjournment authority.

Why It Matters

• Short-term liquidity and timeline: The sponsor payment pushes the SPAC deadline out one month to July 22, 2026, giving the company more time to complete a merger or wind down.
• Potential dilution: If converted, the note can be turned into units (shares, warrants, rights) identical to the sponsor’s IPO units, which would increase outstanding shares and warrants.
• Governance and shareholder vote: Investors will vote on a broader extension program (up to June 22, 2027 via monthly deposits) and related trust-amendment, as well as standard meeting items (board elections, auditor ratification).

Exhibit filed: Convertible Promissory Note dated July 7, 2026 (attached to the 8-K).