CO2 Energy Transition Corp. 10-K

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our units, public shares, public warrants and public rights are each traded on the Nasdaq Global Market under the symbols “NOEM U, ” “ NOEM ”, “ NOEMW ” and “ NOEMR, ” respectively. Our units commenced public trading on November 22, 2024, and our public shares, public warrants and public rights commenced separate public trading on January 16, 2025. Holders On March 19, 2025, there were two holders of record of our public units, five holders of record of our common stock, one holder of record of our public warrants, and one holder of record our public rights. The number of holders of record does not include a substantially greater number of “street name’ holders or beneficial holders whose public units, common stock and public warrants and public rights are held of record by banks, brokers and other financial institutions. Dividends We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. Securities Authorized for Issuance Under Equity Compensation Plans None. Recent Sales of Unregistered Securities There have been no sales of unregistered securities during the quarter ended December 31, 2024, and from the period from January 1, 2025 to the filing date of this Report which have not previously been disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q. Purchases of Equity Securities by the Issuer and Affiliated Purchasers None. Use of Proceeds from the Initial Public Offering On November 22, 2024, the Company consummated the Initial Public Offering of 6,900,000 units, which included the full exercise by the underwriters of their over-allotment option in the amount of 900,000 units, at $10.00 per unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 265,000 private placement units at a price of $10.00 per private placement unit in a private placement to the sponsor, generating gross proceeds of $2,650,000. 61 Of the gross proceeds received from the Initial Public Offering and the private placement, an aggregate of $69,000,000 was placed in the trust account. The proceeds held in the trust account may be invested by the trustee only in U.S. government securities within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company. The specific investments in our trust account may change from time to time. We incurred a total of $3,423,710, consisting of $517,500 of cash underwriting discount, $2,070,000 of deferred underwriting fees, $77,280 fair value of Representative Shares, and $758,930 of other offering costs. There has been no material change in the planned use of proceeds from our Initial Public Offering and the private placement as described in our final prospectus filed with the SEC pursuant to Rule 424(b) related to the Initial Public Offering. ITEM 6. [RESERVED]