{"url_path":"/sec/noem/8-k/2026-07-13/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","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":330,"has_tables":true,"body_markdown":"** **\n\n**Item 3.02 Unregistered Sales of Equity Securities.**\n\n \n\nThe information disclosed\nunder Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to\nthe extent required herein. The units, shares, warrants and rights that may be issued pursuant to the Second Extension Note (the “Second\nExtension Note Securities”) will not be registered under the Securities Act of 1933, as amended (the “Securities Act”),\nand will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities\nAct. Each warrant which forms a part of the Second Extension Note Units (the “Second Extension Note Warrants”) will\nentitle 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\nadjustments. The Second Extension Note Warrants will become exercisable on the later of (i) 30 days after the completion of the Business\nCombination and (ii) 12 months from the closing of the Company’s IPO, subject to certain conditions and exceptions. Such Second\nExtension Note Warrants will be identical to the warrants included in the units sold in the Company’s initial public offering, except\nthat the Second Extension Note Warrants and the common stock issuable upon the exercise of the Second Extension Note Warrants will not\nbe transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions.\nAdditionally, the Second Extension Note Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are\nheld by the initial purchasers or their permitted transferees. If the Second Extension Note Warrants are held by someone other than the\ninitial purchasers or their permitted transferees, the Second Extension Note Warrants will be redeemable by the Company and exercisable\nby such holders on the same basis as the public warrants sold in the IPO.\n\n \n\nThe Second Extension Note\nis convertible into a maximum of 22,970 First Extension Units."}