CO2 Energy Transition Corp. Files 8-K: Agreements & Equity Sales

TL;DR

CO2 Energy Transition Corp. filed an 8-K detailing new agreements, equity sales, and charter amendments.

AI Summary

CO2 Energy Transition Corp. entered into a Material Definitive Agreement on November 20, 2024. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. The filing includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including new agreements and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Numbers

• 001-42417 — SEC File Number (Identifies the company's filing with the SEC.)
• 20241120 — Report Date (Indicates the earliest event date covered by the report.)

Key Players & Entities

• CO2 Energy Transition Corp. (company) — Registrant
• November 20, 2024 (date) — Date of earliest event reported
• 1334 Brittmoore Rd, Suite 190 Houston, Texas 77043 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value of $0.0001 per share NOEM The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 per share NOEMW The Nasdaq Stock Ma
• $10.00 — tion. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to
• $69,000,000 — rating gross proceeds to the Company of $69,000,000. In connection with the IPO, the Compa
• $2,650,000 — vate Unit, generating total proceeds of $2,650,000. The Private Units are identical to th

Filing Documents

• ea0222253-8k_co2energy.htm (8-K) — 36KB
• ea022225301ex1-1_co2energy.htm (EX-1.1) — 228KB
• ea022225301ex3-1_co2energy.htm (EX-3.1) — 58KB
• ea022225301ex4-1_co2energy.htm (EX-4.1) — 102KB
• ea022225301ex4-2_co2energy.htm (EX-4.2) — 70KB
• ea022225301ex10-1_co2energy.htm (EX-10.1) — 56KB
• ea022225301ex10-2_co2energy.htm (EX-10.2) — 91KB
• ea022225301ex10-3_co2energy.htm (EX-10.3) — 102KB
• ea022225301ex10-4_co2energy.htm (EX-10.4) — 14KB
• ea022225301ex10-5_co2energy.htm (EX-10.5) — 96KB
• ea022225301ex10-6_co2energy.htm (EX-10.6) — 46KB
• ea022225301ex99-1_co2energy.htm (EX-99.1) — 7KB
• ea022225301ex99-2_co2energy.htm (EX-99.2) — 8KB
• 0001213900-24-101789.txt ( ) — 914KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On November 22, 2024, CO2 Energy Transition Corp. (the “ Company ”) consummated its initial public offering (the “ IPO ”) of 6,900,000 units (the “ Units ”), of which 900,000 Units represents the full exercise by the underwriter of its over-allotment option. Each Unit consists of one share of common stock of the Company, par value $0.0001 per share (the “ Common Stock ”), one redeemable warrant (“ Warrant ”), each Warrant entitling the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share and one right (“ Right ”) with each eight rights entitling the holder to receive one share of Common Stock upon completion of an initial business combination. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $69,000,000. In connection with the IPO, the Company entered into the following agreements, forms of which were previously filed as exhibits to the Company’s Registration “ Commission ”) on February 23, 2023 (as amended, the “ Registration Statement ”): An Underwriting Agreement, dated November 20, 2024, by and between the Company and Kingswood Capital Partners, LLC, a copy of which is attached as Exhibit 1.1 hereto and incorporated herein by reference. A Warrant Agreement, dated November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, LLC as warrant agent, a copy of which is attached as Exhibit 4.1 hereto and incorporated herein by reference. A Rights Agreement, dated November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, LLC as rights agent, a copy of which is attached as Exhibit 4.2 hereto and incorporated herein by refer

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Simultaneously with the closing of the IPO, the Company consummated a private placements (the “ Private Placement ”) in which CO2 Energy Transition, LLC (the “Sponsor”) purchased 265,000 private units (the “ Private Units ”) at a price of $10.00 per Private Unit, generating total proceeds of $2,650,000. The Private Units are identical to the Units sold in the IPO except that the Private Units are subject to transfer restrictions. The Private Placement Securities may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of our initial business combination. The Sponsor was granted certain demand and piggyback registration rights in connection with the purchase of the Private Placement Securities. The Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transactions did not involve a public offering. As of November 22, 2024, a total of $69,000,000 of the net proceeds from the IPO and the Private Placement were deposited in a trust account established for the benefit of the Company’s public stockholders. An audited balance sheet as of November 22, 2024 reflecting receipt of the proceeds upon consummation of the IPO and the Private Placement will be filed within 4 business days of the consummation of the IPO.

03. Amendments to Certificate of Incorporation

Item 5.03. Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year. On November 20, 2024, in connection with the IPO, the Company filed its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, effective the same day. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Company’s Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto, and is incorporated by reference herein.

01 Other Events

Item 8.01 Other Events . On November 20, 2024, the Company issued a press release announcing the pricing of the IPO, a copy of which is attached hereto as Exhibit 99.1. On November 22, 2024, the Company issued a press release announcing the closing of the IPO, a copy of which is attached hereto as Exhibit 99.2. 2

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated November 20, 2024 by and between the Company and Kingswood Capital Partners, LLC, as representative of the underwriters listed on Schedule A thereto 3.1 Amended & Restated Certificate of Incorporation of the Company 4.1 Warrant Agreement, dated November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, LLC 4.2 Rights Agreement, dated November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, LLC 10.1 Letter Agreement, dated November 20, 2024, by and among the Company and its officers, directors and the Sponsor 10.2 Investment Management Trust Agreement, dated November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, LLC 10.3 Registration Rights Agreement, dated November 20, 2024, by and among the Company and certain security holders 10.4 Administrative Services Agreement, dated November 20, 2024, by and between the Company and the Sponsor 10.5 Indemnity Agreement, dated as of November 20, 2024, by and between the Company and each of the officers and directors of the Company 10.6 Private Placement Units Purchase Agreement, dated November 20, 2024, by and between the Company and the Sponsor 99.1 Press Release dated November 20, 2024 99.2 Press Release dated November 22, 2024 3

SIGNATURES

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: November 25, 2024 CO2 ENERGY TRANSITION CORP. By: /s/ Brady Rodgers Name: Brady Rodgers Title: President and Chief Executive Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR