| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
CO2 Energy Transition Corp. (Name of Issuer) |
Common Stock, par value US$0.0001 (Title of Class of Securities) |
12664M202 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 12664M202 |
| 1 | Names of Reporting Persons Kerry Propper | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 590,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| CUSIP No. | 12664M202 |
| 1 | Names of Reporting Persons Antonio Ruiz-Gimenez | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization SPAIN | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 590,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) HC, IN |
Comment for Type of Reporting Person:
Please see note in Item 4(a).
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: CO2 Energy Transition Corp. | |
| (b) | Address of issuer's principal executive
offices: 1334 Brittmoore Rd, Suite 190 Houston, Texas 77043 | |
| Item 2. | ||
| (a) | Name of person filing: Antonio Ruiz-Gimenez*
Kerry Propper* | |
| (b) | Address or principal business office or, if
none, residence: 1 Pennsylvania Plaza, 48th Floor New York, New York 10119 | |
| (c) | Citizenship: Antonio Ruiz-Gimenez - Spain Kerry Propper - United States | |
| (d) | Title of class of securities: Common Stock, par value US$0.0001 | |
| (e) | CUSIP No.: 12664M202 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: Antonio Ruiz-Gimenez - 590,000*
Kerry Propper - 590,000*
*Common Stock (the "Shares") of CO2 Energy Transition Corp. (the "Issuer") reported herein are held by (1) one or more private funds managed by ATW SPAC Management LLC ("ATW SPAC"), which has been delegated exclusive authority to vote and/or direct the disposition of certain Shares and (2) a private fund, SZOP Multistrat LP, managed by SZOP Multistrat Management LLC ("SZOP"). SZOP and ATW SPAC are registered investment advisers whose managing members are Kerry Propper and Antonio Ruiz-Gimenez (the "Control Persons").
The percentages reported herein are based upon the 9,585,750 Shares issued and outstanding as of December 27, 2024 as disclosed in the Issuer's Form 10-Q filed with the SEC on December 27, 2024.
By virtue of the relationships, the Control Persons may be deemed to have shared voting and dispositive power with respect to the Shares. This report shall not be deemed an admission that the Control Persons or any other person is the beneficial owner of the Shares reported herein for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of the Control Persons disclaims beneficial ownership of the Shares reported herein except to the extent of each of their pecuniary interest, if any, therein. | |
| (b) | Percent of class: Antonio Ruiz-Gimenez - 6.2%
Kerry Propper - 6.2 % % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: Antonio Ruiz-Gimenez - 0
Kerry Propper - 0 | ||
| (ii) Shared power to vote or to direct the
vote: Antonio Ruiz-Gimenez - 590,000*
Kerry Propper - 590,000* | ||
| (iii) Sole power to dispose or to direct the
disposition of: Antonio Ruiz-Gimenez - 0
Kerry Propper - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: Antonio Ruiz-Gimenez - 590,000*
Kerry Propper - 590,000* | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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