CO2 Energy Transition Corp.

07/27/2026 | Press release | Distributed by Public on 07/27/2026 15:25

Proxy Results, Amendments to Bylaws (Form 8-K)

ITEM 5.03 AMENDMENT TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

The disclosure set forth in Item 5.07 of this Current Report on Form 8-K is incorporated herein by reference. A copy of the amendment to amended and restated Certificate of Incorporation is filed as Exhibit 3.1 hereto.

ITEM 5.07 SUBMISSION OF A MATTER TO A VOTE OF SECURITY HOLDERS.

On July 21, 2026, the Company held an Annual Meeting of Stockholders (the "Annual Meeting"). The record date for the stockholders entitled to notice of, and to vote at, the Annual Meeting was July 7, 2026. At the close of business on the record date, the Company had 9,585,750 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting. Of the 9,585,750 shares of common stock issued and outstanding and entitled to be voted at the Annual Meeting, 8,429,002 shares (or 87.93%), constituting a quorum, were represented in person or by proxy at the Annual Meeting. At the Annual Meeting, four proposals were submitted to the Company's stockholders. The proposals are described in more detail in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 7, 2026. Proposal 5 was not voted on at the Annual Meeting. The final voting results were as follows:

Proposal 1

The Company's stockholders approved the amendment to the Company's Amended and Restated Certificate of Incorporation, to extend the date by which the Company has to consummate a business combination up to eleven (11) times, each such extension for an additional one (1) month period, from July 22, 2026 to June 22, 2027, provided that the Company deposits into the trust account established in connection with the Company's initial public offering the sum of the lesser of (i) $50,000 and (ii) $0.03 per Public Share that remains outstanding for each one month extended based upon the voting results set forth below.

FOR AGAINST ABSTAIN
6,310,067 2,079,735 39,200

Proposal 2

The Company's stockholders approved an amendment to the Company's investment management trust agreement, dated as of November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, to provide that the time for the Company to complete its initial business combination under the Trust Agreement from July 22, 2026 to June 22, 2027, based upon the voting results set forth below (with only Public Shares voting on this proposal).

FOR AGAINST ABSTAIN
3,714,879 2,079,735 32,200
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