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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 17, 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 7.01 Regulation FD Disclosure

 

On July 17, 2026, CO2 Energy Transition Corp. (the “Registrant”) issued a press release announcing that it had entered into a non-binding letter of intent with respect to an initial business combination. A copy of the press release is furnished as Exhibit 99.1 hereto.

 

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Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99   Press Release dated July 17, 2026
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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 17, 2026

 

CO2 ENERGY TRANSITION CORP.

 

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

 

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ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

PRESS RELEASE DATED JULY 17, 2026

XBRL SCHEMA FILE

XBRL DEFINITION FILE

XBRL LABEL FILE

XBRL PRESENTATION FILE

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