CO2 Energy Transition Corp. Unit

NOEM: 8-K · leadership change

Brady Rodgers resigned as President, Chief Executive Officer, and Director of CO2 Energy Transition Corp. on July 27, 2026. The resignation was not attributed to any disagreement regarding the company's operations, policies, or practices. Charles Fox, the current Chairman of the Board, was appointed President and Chief Executive Officer effective July 29, 2026. Mr. Fox continues to serve as Chairman and brings experience from his roles at Windy Cove Energy II and Kinder Morgan CO2 Company. Andrew Martin was appointed to the Board of Directors on July 29, 2026, serving until the next annual meeting of stockholders. Mr. Martin is the President of the sponsor entity, CO2 Energy Transition, LLC, and Founder of Challenge Group International.

SEC 8-K•2mo ago

NOEM: 8-K · proxy statement

Stockholders approved an amendment to extend the deadline for the company to consummate an initial business combination from July 22, 2026 to June 22, 2027, providing up to eleven one-month extensions. To facilitate each monthly extension, the company is required to deposit into the trust account the lesser of $50,000 or $0.03 per public share remaining outstanding. Following the vote, 5,869,285 shares of common stock were tendered for redemption, resulting in a required monthly extension payment of $30,921.45. The annual meeting also resulted in the ratification of WithumSmith+Brown, PC as the independent registered public accounting firm and the election of five directors to the board, including Brady Rodgers and Charles E. Fox.

SEC 8-K•3mo ago

CO2 Energy Transition Corp. Announces Shareholder Approval of SPAC Extension and Deadline for Acceptance of Redemption Reversals

CO2 Energy Transition Corp. shareholders approved a proposal to extend the deadline for the company's initial business combination. The extension provides additional time to negotiate definitive agreements with a critical mineral target company previously announced on July 17, 2026. The company is accepting redemption reversal requests through noon ET on July 22, 2026.

•3mo ago

NOEM: 8-K · debt financing

CO2 Energy Transition Corp. entered into a convertible promissory note with its sponsor, CO2 Energy Transition, LLC, to extend the deadline for its initial business combination by one month to July 22, 2026. The sponsor deposited $229,700 into the company's trust account to fund this extension, resulting in the issuance of the Second Extension Note. The $229,700 note accrues no interest and is convertible at the sponsor's option into 22,970 units at a price of $10.00 per unit upon the consummation of a business combination. Each unit consists of one share of common stock, one warrant to purchase a share at $11.50, and one right, with the conversion structure mirroring the private placement units from the company's IPO. Additionally, the company mailed proxy materials for its upcoming Annual Meeting, where stockholders will vote on proposals to further extend the business combination deadline on a month-to-month basis to June 22, 2027, subject to monthly deposits, along with the election of directors and ratification of its auditor.

SEC 8-K•3mo ago

NOEM: DEF 14A · proxy statement

CO2 Energy Transition Corp. has scheduled a special meeting for July 21, 2026, to seek stockholder approval for an Extension Amendment Proposal that would extend the deadline to complete an initial business combination from July 22, 2026, to June 22, 2027. The proposal requires the affirmative vote of a majority of issued and outstanding shares for the charter amendment and at least 50% of public shares for the trust amendment. The Sponsor, owning approximately 26.8% of outstanding shares, intends to vote in favor of the extension. If approved, the company will be required to deposit the lesser of $50,000 or $0.03 per public share into the trust account for each monthly extension utilized. Public stockholders have the right to redeem their shares for a pro rata portion of the trust account, estimated at approximately $10.54 per share as of July 7, 2026, regardless of how they vote on the proposal. The redemption deadline is set for July 17, 2026, two business days prior to the meeting. The Board of Directors recommends voting FOR the extension, along with the election of five directors, ratification of auditors, and an adjournment proposal to solicit additional proxies if necessary. Failure to approve the extension would result in the company ceasing operations and liquidating the trust account, rendering warrants and rights worthless. The company also risks Nasdaq delisting if redemptions result in insufficient publicly held shares following the vote.

SEC DEF 14A•3mo ago

NOEM: 8-K · debt financing

CO2 Energy Transition Corp. (NOEM) has extended its deadline to complete a business combination by one month, moving the target date to June 22, 2026. The extension was facilitated by a $229,700 deposit into the company’s trust account, funded by a convertible promissory note issued to its sponsor, CO2 Energy Transition, LLC. The note bears no interest and is convertible into up to 22,970 units at a price of $10.00 per unit. Each unit consists of one share of common stock, one warrant exercisable at $11.50, and one right. This is the first of up to six possible one-month extensions allowed under the company’s charter. The filing indicates the company continues to make progress toward a business combination but requires additional time. The extension note securities are unregistered and subject to transfer restrictions until 30 days after the completion of a business combination.

SEC 8-K•5mo ago

NOEM: 10-Q · periodic report

CO2 Energy Transition Corp. reported net income of $309,162 for the quarter ended March 31, 2026, driven primarily by $632,154 in interest earned on investments held in its trust account. This income was partially offset by $196,729 in general and administrative costs and a $126,263 provision for income taxes. The company holds $71.87 million in its trust account and has only $26,108 in cash outside the trust, reflecting its status as a pre-deal SPAC with no operating revenues. Management anticipates extending the deadline to complete a business combination by one month, requiring a deposit of approximately $229,700 into the trust account by May 22, 2026. The filing confirms that the company has not commenced any operations and faces substantial doubt about its ability to continue as a going concern if it fails to complete a business combination within the prescribed timeframe. No material changes in risk factors or internal controls were reported during the quarter.

SEC 10-Q•5mo ago