CO2 Energy Transition Corp. Unit (NOEMU) Form 4 Change in insider ownership

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CO2 Energy Transition, LLC

(Last) (First) (Middle)

1334 BRITTMOORE RD

SUITE 190

(Street)

HOUSTON TX 77043

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CO2 Energy Transition Corp. [ NOEMU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/22/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.0001 per share(1)	11/22/2024		P		265,000	A	(2)	25,650,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants(1)	$11.5	11/22/2024		P		265,000		(3)	(4)	Common Stock	265,000	(2)	265,000	D
Warrants(1)	$11.5	11/22/2024		P		265,000		(3)	(4)	Common Stock	265,000	(2)	265,000	D

Explanation of Responses:

1. Simultaneous with the closing of the initial public offering of CO2 Energy Transition Corp. (the "Company"), CO2 Energy Transition LLC (the "Sponsor") acquired 265,000 units in a private placement (the "Private Units"). Each Private Unit consists of one share of Common Stock, one Warrant to purchase one share of Common Stock at an exercise price of $11.50 per share and one Right entitling the holder to one-eighth of one share of Common Stock upon completion of an initial business combination.

2. The Private Units were purchased for $10.00 per Private Unit.

3. The Warrants will become exercisable at any time commencing 30 days after completion of the Company's initial business combination.

4. The Rights will convert into shares of Common Stock upon completion of an initial business combination.

	/s/ Andrew Martin, Manager	11/26/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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