UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2025

CO2 ENERGY TRANSITION CORP.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code: (847) 791-6817

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

On April 15, 2025, CO2 Energy Transition Corp. (the “Company”), entered into a convertible promissory note dated March 31, 2025 (the “Working Capital Note”) with its sponsor, CO2 Energy Transition, LLC, a Delaware limited liability company (the “Sponsor”). Pursuant to the Working Capital Note, the Company may request, and in the sole discretion of the Sponsor, the Sponsor may loan the Company, drawdowns of up to an aggregate $1,500,000 in principal from time to time, less $11,731 which was advanced prior to the execution of the Working Capital Note, and included as outstanding thereunder, with such amounts to be used for working capital.

Amounts owed under the Working Capital Note do not accrue interest and are payable on the earlier of: (i) the effective date of the consummation of the Company’s initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities (the “Business Combination”); or (ii) the date that the winding up of the Company is effective (such date, as applicable, the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined in the Working Capital Note).

Amounts outstanding under the Working Capital Note, are convertible, at the option of the Sponsor, into units of the Company (“Working Capital Note Units”), at a conversion price of $10.00 per Working Capital Note Unit, with each unit consisting of one share of Company common stock, one warrant, and one right, with each warrant entitling the holder thereof to purchase one share of common stock at $11.50 per share, subject to adjustment as provided in the Company’s Registration Statement on Form S-1 filed in connection with its initial public offering (“IPO”), and each eight rights entitling the holder to receive one share of common stock upon completion of the Business Combination. The Working Capital Note Units will be identical to the private placement units issued to the Sponsor at the time of the Company’s IPO.

The shares, warrants and rights constitute “Registrable Securities” pursuant to that certain Registration Rights Agreement, dated November 20, 2024, by and among the Company, Sponsor and certain other security holders named therein.

The foregoing description of the Working Capital Note does not purport to be complete and is qualified in its entirety by the terms and conditions of the Working Capital Note, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03 to the extent required herein. The maturity date of the Working Capital Note may be accelerated upon the occurrence of an Event of Default (as defined therein). The Company may not prepay any outstanding principal amount under the Working Capital Note in whole or in part at any time without the advance written consent of the Sponsor, which may be withheld by the Sponsor for any reason or for no reason.

Item 3.02. Unregistered Sales of Equity Securities.

The information disclosed under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02 to the extent required herein. The units, shares, warrants and rights that may be issued pursuant to the Working Capital Note (the “Working Capital Note Securities”) will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act. Each warrant which forms a part of the Working Capital Note Units (the “Working Capital Note Warrants”) will entitle 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 adjustments. The Working Capital Note Warrants will become exercisable on the later of (i) 30 days after the completion of the Business Combination and (ii) 12 months from the closing of the Company’s IPO, subject to certain conditions and exceptions. Such Working Capital Note Warrants will be identical to the warrants included in the units sold in the Company’s initial public offering, except that the Working Capital Note Warrants and the common stock issuable upon the exercise of the Working Capital Note Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Working Capital Note Warrants will be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Working Capital Note Warrants are held by someone other than the initial purchasers or their permitted transferees, the Working Capital Note Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants sold in the IPO.

If the Company borrows the full amount of the Working Capital Note, the Working Capital Note will be convertible into a maximum of 150,000 Working Capital Units.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

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: April 21, 2025

CO2 ENERGY TRANSITION CORP.

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