{"url_path":"/sec/noem/8-k/2026-07-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/1956648/0001213900-26-077592-index.html","accession_number":"0001213900-26-077592","cik":"0001956648","ticker":"NOEM","issuer_name":"CO2 Energy Transition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1956648/0001213900-26-077592-index.html","primary_entity_key":"0001956648","primary_entity_name":"CO2 Energy Transition Corp."},"word_count":438,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\nOn July 7, 2026, CO2 Energy\nTransition, LLC, a Delaware limited liability company (the “Sponsor”), the sponsor of CO2 Energy Transition Corp. (the\n“Company”), deposited $229,700 (the “Second Extension Payment”) into the Company’s trust account,\nto extend the period of time for the Company to consummate an initial merger, share exchange, asset acquisition, share purchase, reorganization\nor similar business combination with one or more businesses or entities (the “Business Combination”), for an additional\none month. Following the adoption of such resolution and deposit of the Second Extension Payment into the trust account, the Company has\nuntil July 22, 2026, to complete its initial Business Combination (the “Extension”).\n\n \n\nIn\nconnection with the Extension, and to evidence the Second Extension Payment, on July 7, 2026, the Company entered into a convertible promissory\nnote dated as of the same date with its Sponsor in the principal amount of $229,700 (the “Second Extension Note”). \n\n \n\nAmounts owed under the Second\nExtension Note do not accrue interest and are payable on the earlier of: (i) the effective date of the consummation of the Company’s\ninitial Business Combination; or (ii) the date that the winding up of the Company is effective (such date, as applicable, the “Maturity\nDate”), unless accelerated upon the occurrence of an Event of Default (as defined in the First Extension Note).\n\n \n\nAmounts outstanding under\nthe First Extension Note, are convertible, at the option of the Sponsor, into units of the Company (“Second Extension Note Units”),\nat a conversion price of $10.00 per Second Extension Note Unit, with each unit consisting of one share of Company common stock, one warrant,\nand one right, with each warrant entitling the holder thereof to purchase one share of common stock at $11.50 per share, subject to adjustment\nas provided in the Company’s Registration Statement on Form S-1 filed in connection with its initial public offering (“IPO”),\nand each eight rights entitling the holder to receive one share of common stock upon completion of the Business Combination. The Second\nExtension Note Units will be identical to the private placement units issued to the Sponsor at the time of the Company’s IPO.\n\n \n\nThe shares, warrants and rights\nconstitute “Registrable Securities” pursuant to that certain Registration Rights Agreement, dated November 20, 2024,\nby and among the Company, Sponsor and certain other security holders named therein.\n\n \n\nThe foregoing description\nof the Second Extension Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Second\nExtension Note, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference."}