{"filing":{"accession_number":"0001213900-26-060119","cik":"0001956648","ticker":"NOEMR","company_name":"CO2 Energy Transition Corp.","form":"8-K","filing_date":"2026-05-21","report_date":null,"primary_document":"ea0291864-8k_co2energy.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1956648/000121390026060119/ea0291864-8k_co2energy.htm"},"events":[{"id":9461,"run_id":8296,"accession_number":"0001213900-26-060119","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"summary":"CO2 Energy Transition Corp. entered into a material definitive agreement—a convertible promissory note (the \"First Extension Note\") dated May 18, 2026, with its Sponsor in the principal amount of $229,700. The note is convertible into units and represents a binding commitment to extend the Company's deadline to consummate a business combination.","company_name":"CO2 Energy Transition Corp.","ticker":"NOEMR","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":1108,"accession_number":"0001213900-26-060119","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses entry into a material definitive agreement—a convertible promissory note (the \"First Extension Note\") dated May 18, 2026, between CO2 Energy Transition Corp. and its Sponsor in the principal amount of $229,700. While the note itself is a financing instrument tied to extending the Company's deadline to consummate a business combination, the Item 1.01 caption and the substance of the disclosure center on the entry into this material agreement. The note is convertible into units (shares, warrants, and rights) and represents a binding commitment between the parties, making it a material definitive agreement under Item 1.01. The underlying business combination activity (the deadline extension and anticipated future merger) is the strategic context, but the immediate disclosed event is the agreement itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:57:49.672819+00:00","company_name":"","ticker":null,"filing_date":""},{"id":1109,"accession_number":"0001213900-26-060119","item_number":"2.03","item_title":"Creation of a Direct","event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation (the \"First Extension Note\") with acceleration provisions triggered by an \"Event of Default\" and prepayment restrictions requiring Sponsor consent. While the filing does not explicitly state a current default has occurred, the disclosure of acceleration triggers and restrictive covenants signals a material debt obligation with potential financial stress. The reference to Item 1.01 (which typically covers M\u0026A or significant transactions) suggests this note arose from a material transaction, making the obligation itself material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:57:49.672819+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9462,"run_id":8296,"accession_number":"0001213900-26-060119","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"The Company issued unregistered equity securities under Section 4(a)(2) of the Securities Act, including First Extension Note Securities comprising warrants and units convertible into up to 22,970 First Extension Units.","company_name":"CO2 Energy Transition Corp.","ticker":"NOEMR","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":1110,"accession_number":"0001213900-26-060119","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act, specifically First Extension Note Securities including warrants and units convertible into up to 22,970 First Extension Units. The disclosure of unregistered equity issuances—particularly warrants with exercise prices and conversion features—is a classic dilutive issuance event that would materially affect a reasonable investor's assessment of share dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:57:49.672819+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":9463,"run_id":8296,"accession_number":"0001213900-26-060119","anchor_item_number":"7.01","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"summary":"The Company disclosed ongoing progress toward a Business Combination and indicated it hopes to disclose more details in the near future, reflecting material M\u0026A activity for the SPAC.","company_name":"CO2 Energy Transition Corp.","ticker":"NOEMR","filing_date":"2026-05-21","form":"8-K","submitted_at":null,"items":[{"id":1111,"accession_number":"0001213900-26-060119","item_number":"7.01","item_title":"Regulation","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The disclosure indicates ongoing progress toward a Business Combination, which is a material M\u0026A-related event for a SPAC. However, the language is vague and forward-looking (\"hopes to be in a position to disclose more details in the near future\") rather than announcing a definitive agreement or completion. This falls outside the more specific M\u0026A categories (which typically require entry, completion, or termination of a transaction) and is best classified as other_material given its significance to investors in a blank-check company context.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:57:49.672819+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":1108,"accession_number":"0001213900-26-060119","item_number":"1.01","item_title":"Entry into a Material Definitive","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.75,"reasoning":"The filing discloses entry into a material definitive agreement—a convertible promissory note (the \"First Extension Note\") dated May 18, 2026, between CO2 Energy Transition Corp. and its Sponsor in the principal amount of $229,700. While the note itself is a financing instrument tied to extending the Company's deadline to consummate a business combination, the Item 1.01 caption and the substance of the disclosure center on the entry into this material agreement. The note is convertible into units (shares, warrants, and rights) and represents a binding commitment between the parties, making it a material definitive agreement under Item 1.01. The underlying business combination activity (the deadline extension and anticipated future merger) is the strategic context, but the immediate disclosed event is the agreement itself.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:57:49.672819+00:00","company_name":"CO2 Energy Transition Corp.","ticker":"NOEMR","filing_date":"2026-05-21"},{"id":1109,"accession_number":"0001213900-26-060119","item_number":"2.03","item_title":"Creation of a Direct","event_type":"covenant_breach","event_domain":"financial","is_material":true,"confidence":0.45,"reasoning":"Item 2.03 discloses creation of a direct financial obligation (the \"First Extension Note\") with acceleration provisions triggered by an \"Event of Default\" and prepayment restrictions requiring Sponsor consent. While the filing does not explicitly state a current default has occurred, the disclosure of acceleration triggers and restrictive covenants signals a material debt obligation with potential financial stress. The reference to Item 1.01 (which typically covers M\u0026A or significant transactions) suggests this note arose from a material transaction, making the obligation itself material to investors.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:57:49.672819+00:00","company_name":"CO2 Energy Transition Corp.","ticker":"NOEMR","filing_date":"2026-05-21"},{"id":1110,"accession_number":"0001213900-26-060119","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"This Item 3.02 discloses an unregistered sale of equity securities under Section 4(a)(2) of the Securities Act, specifically First Extension Note Securities including warrants and units convertible into up to 22,970 First Extension Units. The disclosure of unregistered equity issuances—particularly warrants with exercise prices and conversion features—is a classic dilutive issuance event that would materially affect a reasonable investor's assessment of share dilution and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:57:49.672819+00:00","company_name":"CO2 Energy Transition Corp.","ticker":"NOEMR","filing_date":"2026-05-21"},{"id":1111,"accession_number":"0001213900-26-060119","item_number":"7.01","item_title":"Regulation","event_type":"other_material","event_domain":"catchall","is_material":true,"confidence":0.65,"reasoning":"The disclosure indicates ongoing progress toward a Business Combination, which is a material M\u0026A-related event for a SPAC. However, the language is vague and forward-looking (\"hopes to be in a position to disclose more details in the near future\") rather than announcing a definitive agreement or completion. This falls outside the more specific M\u0026A categories (which typically require entry, completion, or termination of a transaction) and is best classified as other_material given its significance to investors in a blank-check company context.","classifier_version":"claude-haiku-4-5-20251001+prompt-9e0ffca5","taxonomy_version":"v1","classified_at":"2026-05-22T02:57:49.672819+00:00","company_name":"CO2 Energy Transition Corp.","ticker":"NOEMR","filing_date":"2026-05-21"}]}