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)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.

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.

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.

ATTACHMENTS / EXHIBITS

CONVERTIBLE PROMISSORY NOTE, DATED JULY 7, 2026, BY AND BETWEEN CO2 ENERGY TRANSITION CORP. AND CO2 ENERGY TRANSITION, LLC

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

IDEA: R1.htm

IDEA: FilingSummary.xml

IDEA: MetaLinks.json

IDEA: ea0297845-8k_co2energy_htm.xml