CO2 Energy Transition, LLC - Apr 15, 2025 Form 4 Insider Report for CO2 Energy Transition Corp. (NOEM)

Role: 10%+ Owner
Signature: /s/ Andrew J. Martin, Manager
Stock symbol: NOEM
Transactions as of: Apr 15, 2025
Transactions value $: $11,731
Form type: 4
Date filed: 5/29/2025, 07:33 PM
Previous filing: Nov 26, 2024
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
CO2 Energy Transition, LLC	10%+ Owner	1334 BRITTMOORE RD, SUITE 190, HOUSTON	/s/ Andrew J. Martin, Manager	2025-05-29	0002032843

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	NOEM	Common Stock, par value $0.0001 per share						2.57M	Apr 15, 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	NOEM	Convertible Promissory Note	Award	$11.7K				$11.7K	Apr 15, 2025	Common Stock, Warrants and Rights	1.17K	$10.00	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On April 15, 2025, the Issuer entered into a convertible promissory note with the Reporting Person. Pursuant to the convertible promissory note, the Issuer may request, and in the sole discretion of the Reporting Person, the Reporting Person may loan the Issuer, 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 note, and outstanding as of April 15, 2025.
F2	Amounts outstanding under the note are convertible at the option of the Reporting Person, into units of the Issuer, at a conversion price of $10.00 per unit, with each unit consisting of one share of Issuer 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 Issuer'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 Issuer's initial business combination.

Content

On April 15, 2025, the Issuer entered into a convertible promissory note with the Reporting Person. Pursuant to the convertible promissory note, the Issuer may request, and in the sole discretion of the Reporting Person, the Reporting Person may loan the Issuer, 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 note, and outstanding as of April 15, 2025.

Amounts outstanding under the note are convertible at the option of the Reporting Person, into units of the Issuer, at a conversion price of $10.00 per unit, with each unit consisting of one share of Issuer 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 Issuer'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 Issuer's initial business combination.