{"url_path":"/sec/noemw/8-k/2026-05-21/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":"2026-05-21","source_url":"https://www.sec.gov/Archives/edgar/data/1956648/0001213900-26-060119-index.html","accession_number":"0001213900-26-060119","cik":"0001956648","ticker":"NOEM","issuer_name":"CO2 Energy Transition Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1956648/0001213900-26-060119-index.html","primary_entity_key":"0001956648","primary_entity_name":"CO2 Energy Transition Corp."},"word_count":664,"has_tables":true,"body_markdown":"**Item 1.01 Entry into a Material Definitive\nAgreement.**\n\n \n\nOn May 18, 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 “First Extension Payment”) into the Company’s trust account,\nfollowing the adoption of a resolution by the Board of Directors of the Company (the “Board”), to extend the period\nof time for the Company to consummate an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar\nbusiness combination with one or more businesses or entities (the “Business Combination”), for an additional one month.\nFollowing the adoption of such resolution and deposit of the First Extension Payment into the trust account, the Company has until June\n22, 2026, to complete its initial Business Combination (the “Extension”).\n\n \n\nPursuant to the Company’s\nAmended & Restated Certificate of Incorporation (the “Certificate of Incorporation”), the Company had until May\n22, 2026, or 18 months from the consummation of its initial public offering to consummate its initial Business Combination, provided\nthat pursuant to the Certificate of Incorporation, the Company may, but is not obligated to, extend the period of time to consummate an\ninitial Business Combination up to six times (i.e., up to 24 months from the initial public offering) by an additional one month\neach, if the Sponsor and/or its designees deposit into the trust account $229,700 ($0.0333 per share subject to redemption) for each one month\nextension. \n\n \n\nIf the Board of Directors\nanticipates that the Company may not be able to consummate an initial Business Combination by June 22, 2026, the Board of Directors, by\nresolution, may further extend the period of time to consummate an initial Business Combination, up to five additional times, each by\nan additional one month (which extensions as discussed above are subject to additional extension payments). In the event the Company’s\ninitial Business Combination is not completed by the June 22, 2026 deadline, the Company expects to further extend the date by which the\nCompany is required to complete its initial Business Combination.\n\n \n\nIn\nconnection with the Extension, and to evidence the First Extension Payment, on May 18, 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 “First Extension Note”). \n\n \n\nAmounts owed under the First\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 (“First Extension Note Units”),\nat a conversion price of $10.00 per First 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 First\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 First Extension Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the First\nExtension Note, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.\n\n \n\n1"}