{"url_path":"/sec/noemw/8-k/2026-05-21/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":"2026-05-21","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":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 First Extension Note (the “First\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 First Extension Note Units (the “First Extension Note Warrants”) will entitle\nthe holder thereof to purchase one share of common stock of the Company at an exercise price of $11.50 per share, subject to certain adjustments.\nThe First Extension Note Warrants will become exercisable on the later of (i) 30 days after the completion of the Business Combination\nand (ii) 12 months from the closing of the Company’s IPO, subject to certain conditions and exceptions. Such First Extension\nNote Warrants will be identical to the warrants included in the units sold in the Company’s initial public offering, except that\nthe First Extension Note Warrants and the common stock issuable upon the exercise of the First Extension Note Warrants will not be transferable,\nassignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally,\nthe First Extension Note Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial\npurchasers or their permitted transferees. If the First Extension Note Warrants are held by someone other than the initial purchasers\nor their permitted transferees, the First Extension Note Warrants will be redeemable by the Company and exercisable by such holders on\nthe same basis as the public warrants sold in the IPO.\n\n \n\nThe First Extension Note is\nconvertible into a maximum of 22,970 First Extension Units."}