Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

(c) On September 14, 2026, the Staff of The Nasdaq Stock Market LLC approved the application of CO2 Energy Transition Corp. (the "Company") to move the listing of the Company's units, warrants, rights and common stock from The Nasdaq Global Market to the Nasdaq Capital Market. The Company's securities will be transferred to The Nasdaq Capital Market as of the opening of business on September 16, 2026. The trading symbols will remain the same.

Item 8.01 Other Events

On July 17, 2026, the Company issued a press release announcing that it had entered into a non-binding letter of intent with respect to an initial business combination. The letter of intent had provided for a deadline of September 14, 2026 for completion of a definitive agreement. The parties have decided not to extend the deadline and the letter of intent expired. The Company continues to have discussions with the other party as well as evaluate other potential opportunities for an initial business combination.