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 2127, 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~~Item 5.0302 ~~AMENDMENT~~Departure TOof ~~ARTICLES~~Directors OFor ~~INCORPORATION~~Certain OROfficers; ~~BYLAWS~~Election of Directors; ~~CHANGE~~Appointment INof ~~FISCAL~~Certain ~~YEAR~~Officers; Compensatory Arrangements of Certain Officers.

~~The~~(b) ~~disclosure~~On ~~set~~July ~~forth~~27, in2026, ~~Item~~Brady ~~5.07~~Rodgers, President and Chief Executive Officer of ~~this Current~~CO2 ~~Report~~Energy onTransition ~~Form~~Corp. ~~8-K~~(the is“Registrant”) ~~incorporated~~resigned ~~herein~~his bypositions ~~reference~~as President and Chief Executive Officer and as a director. AHis ~~copy~~resignation ofwas ~~the~~not ~~amendment~~due to ~~amended~~a ~~and~~disagreement ~~restated~~as ~~Certificate~~to ofthe ~~Incorporation is~~Registrant’s ~~filed~~operations, aspolicies ~~Exhibit~~or 3practices.~~1 hereto.~~

~~ITEM~~(c) 5Effective July 29, 2026, Charles Fox, Chairman of the Board of the Registrant, was elected by the Board of Directors as President and Chief Executive Officer.07 ~~SUBMISSION~~He OFwill Acontinue ~~MATTER~~to TOserve Aon ~~VOTE~~the OFBoard ~~SECURITY~~of ~~HOLDERS~~Directors of the Registrant as Chairman.

OnMr. ~~July~~Fox ~~21,~~is ~~2026,~~chief ~~the~~executive officer ~~Company~~and ~~held~~co-founder ~~an Annual Meeting~~ of ~~Stockholders~~Windy ~~(the~~Cove ~~“Annual~~Energy ~~Meeting”).~~II, ~~The~~an ~~record~~oil ~~date~~and ~~for~~gas ~~the~~producer, ~~stockholders~~and ~~entitled~~Pure toEarth ~~notice~~Plasma ofHoldings, ~~and~~which toare ~~vote~~investors ~~at,~~in the ~~Annual~~sponsor ~~Meeting~~entity, ~~was~~CO2 ~~July~~Energy 7Transition, ~~2026~~LLC. AtPrior ~~the~~to ~~close~~Pure ofEarth ~~business~~and onWindy ~~the~~Cove ~~record~~Energy ~~date~~II, ~~the~~he ~~Company~~co-founded ~~had~~and ~~9,585,750~~led ~~shares~~Windy ofCove ~~common~~Energy ~~stock~~as ~~issued~~its ~~and outstanding~~chief ~~and~~executive ~~entitled~~officer tofrom be2014 ~~voted~~— ~~at the Annual Meeting~~2016. ~~Of the 9~~Previously,~~585,750~~ ~~shares~~he ofwas ~~common~~vice ~~stock~~president ~~issued~~of operations and ~~outstanding~~engineering ~~and~~for ~~entitled~~Kinder toMorgan beCO2 ~~voted~~Company at(2000 ~~the~~— ~~Annual~~2013). ~~Meeting,~~Mr. ~~8,429,002~~Fox ~~shares~~is ~~(or~~a ~~87.93%),~~co-author ~~constituting~~of athe ~~quorum~~SPE monograph, ~~were~~Practical ~~represented~~Aspects inof ~~person~~CO2 orFlooding byand ~~proxy~~was atan ~~the~~SPE ~~Annual~~distinguished ~~Meeting.~~lecturer Aton ~~the~~carbon ~~Annual~~capture ~~Meeting,~~utilization ~~four~~and ~~proposals~~storage. ~~were~~He ~~submitted~~has totaught ~~the~~numerous ~~Company’s~~classes ~~stockholders.~~about ~~The~~CO2 ~~proposals~~flooding ~~are~~and ~~described~~carbon instorage. ~~more~~He ~~detail~~holds inan M.S. degree ~~the~~in ~~Company’s~~petroleum ~~definitive~~engineering ~~proxy~~from ~~statement~~Stanford ~~filed~~University ~~with~~and ~~the~~a UB.S. ~~Securities~~degree ~~and~~in ~~Exchange~~mechanical ~~Commission~~engineering onfrom ~~July~~Rice ~~7, 2026~~University. ~~Proposal~~He 5is ~~was~~a registered ~~not~~professional ~~voted~~engineer onin atTexas ~~the~~and ~~Annual~~New ~~Meeting~~Mexico. ~~The final voting results were as follows:~~

~~Proposal~~There 1are no transactions between the Registrant and Mr. Fox that are required to be disclosed pursuant to the requirements of Item 404(a) of Regulation S-K.

The Company’s stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination up to eleven (11d) ~~times,~~Effective ~~each such extension for an additional one (1) month period, from~~ July 2229, 2026, toAndrew ~~June 22,~~Martin ~~2027,~~was ~~provided~~appointed ~~that~~to the ~~Company~~Board ~~deposits~~of ~~into~~Directors of the ~~trust~~Registrant ~~account~~for ~~established~~a interm ~~connection~~to ~~with~~expire at the ~~Company’s~~next ~~initial~~annual ~~public offering~~meeting ~~the~~of ~~sum~~stockholders ofor ~~the~~until ~~lesser~~his ofsuccessor ~~(i)~~is ~~$50,000~~elected and ~~(ii) $0~~qualified.03 ~~per~~He ~~Public~~was ~~Share~~not ~~that~~appointed ~~remains~~pursuant ~~outstanding~~to ~~for~~any ~~each~~agreement ~~one~~with ~~month~~any ~~extended~~other ~~based upon the voting results set forth below~~party.

FOR		AGAINST		ABSTAIN
6,310,067		2,079,735		39,200

Andrew J. Martin “Andy” is the Founder & Managing Partner of Challenge Group International, LLC a private family office investment company with affiliates in private equity funds and related ownership in many different entities. He is also President of the CO2 Energy Transition, LLC the sponsor group for the Registrant. Additionally, he serves on several private equity boards including Echo Energy Partners, LLC & on several of the related companies to same. He is also Chairman of the board of Wellpath Energy Services, LLC an international directional drilling company. He most recently joined the board of Reynolds Lift technologies, LLC a US based electronic submersible pumps company serving the energy industry. He is also very active in the non - profit community serving as Chairman and a long term board member of Recenter Houston, a 72 year old organization helping young people in their journey to reach sobriety and addressing mental health issues.

~~Proposal~~There 2are no transactions between the Registrant and Mr. Martin that are required to be disclosed pursuant to the requirements of Item 404(a) of Regulation S-K.

The Company’s stockholders approved an amendment to the Company’s investment management trust agreement, dated as of November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, to provide that the time for the Company to complete its initial business combination under the Trust Agreement from July 22, 2026 to June 22, 2027, based upon the voting results set forth below (with only Public Shares voting on this proposal).1

FOR		AGAINST		ABSTAIN
3,714,879		2,079,735		32,200

Item 9.01 Financial Statements and Exhibits.

1(d) Exhibits.

Proposal 3

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

All of the following five nominees were elected to the Company’s Board of Directors, in accordance with the voting results listed below, to serve for a term of one year, until the next Annual Meeting and until their successors have been duly elected and have qualified, based on the voting results set forth below.2

NOMINEE	FOR	WITHHELD	BROKER NON-VOTE
Brady Rodgers	6,878,381	1,550,621	0
Charles E. Fox	6,878,381	1,550,621	0
William H. Flores	6,878,381	1,550,621	0
Marcella Burke	6,878,381	1,550,621	0
James Wang	6,878,381	1,550,621	0

SIGNATURES

~~Proposal~~Pursuant 4to 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.

~~The~~Dated: ~~Company’s~~July ~~stockholders ratified the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the year ended December~~ 31, 2026 ~~based on the voting results set forth below.~~

FOR		AGAINST		ABSTAIN
6,588,380		1,801,422		39,200

CO2 ENERGY TRANSITION CORP.

~~Item~~By: 8/s/ Harold R.01 ~~Other~~DeMoss ~~Events~~III Name: Harold R. DeMoss III Title: Chief Financial Officer

In connection with the stockholders’ vote at the Annual Meeting 5,869,285 shares of common stock were tendered for redemption. As a result of the redemptions, an extension payment of $30,921.45 will be required for each monthly extension. The Company has extended through August 22, 2026.3

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to Amended and Restated Certificate of Incorporation
10.1		Amendment to Investment Management Trust Agreement
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: July 27, 2026

CO2 ENERGY TRANSITION CORP.

By: /s/ Harold R. DeMoss III Name: Harold R. DeMoss III Title: Chief Financial Officer

Filing Compare · CO2 Energy Transition Corp.