Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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CO2 Energy Transition Corp. (Name of Issuer) |
Common Stock, par value US$0.0001 (Title of Class of Securities) |
12664M202 (CUSIP Number) |
11/22/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 12664M202 |
| 1 | Names of Reporting Persons
CO2 Energy Transition, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,565,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Excludes 265,000 shares of common stock, $0.0001 par value per share (the "Common Stock") of CO2 Energy Transition Corp. (the "Issuer"), issuable upon the exercise of 265,000 private placement warrants of the Issuer owned by CO2 Energy Transition, LLC (the "Sponsor"). Each warrant is exercisable to purchase one share of Common Stock at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. Also excludes 265,000 rights held by the Sponsor (the "Rights"). Each eight Rights entitle the holder thereof to receive one share of common stock at the closing of the Issuer's initial business combination.
SCHEDULE 13G
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| CUSIP No. | 12664M202 |
| 1 | Names of Reporting Persons
Andrew J. Martin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,565,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Excludes 265,000 shares of Common Stock of the Issuer, issuable upon the exercise of 265,000 private placement warrants of the Issuer owned by the Sponsor. Each warrant is exercisable to purchase one share of Common Stock at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. Also excludes 265,000 Rights. Each eight Rights entitle the holder thereof to receive one share of common stock at the closing of the Issuer's initial business combination.
SCHEDULE 13G
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| CUSIP No. | 12664M202 |
| 1 | Names of Reporting Persons
Charles E. Fox | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,565,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Excludes 265,000 shares of Common Stock of the Issuer, issuable upon the exercise of 265,000 private placement warrants of the Issuer owned by the Sponsor. Each warrant is exercisable to purchase one share of Common Stock at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. Also excludes 265,000 Rights. Each eight Rights entitle the holder thereof to receive one share of common stock at the closing of the Issuer's initial business combination.
SCHEDULE 13G
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| CUSIP No. | 12664M202 |
| 1 | Names of Reporting Persons
David Gow | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,565,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
26.8 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: Excludes 265,000 shares of Common Stock of the Issuer, issuable upon the exercise of 265,000 private placement warrants of the Issuer owned by the Sponsor. Each warrant is exercisable to purchase one share of Common Stock at $11.50 per share, subject to adjustment, and becomes exercisable beginning 30 days after the completion of the Issuer's initial business combination and expires five years after the completion of the Issuer's initial business combination or earlier upon redemption or liquidation. Also excludes 265,000 Rights. Each eight Rights entitle the holder thereof to receive one share of common stock at the closing of the Issuer's initial business combination.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
CO2 Energy Transition Corp. | |
| (b) | Address of issuer's principal executive offices:
1334 Brittmoore Rd, Suite 190 Houston, Texas 77043 | |
| Item 2. | ||
| (a) | Name of person filing:
Andrew J. Martin; Charles E. Fox, David Gow, and CO2 Energy Transition, LLC.This statement is being filed by (i) the Sponsor and (ii) Mr. Martin, Mr. Fox and Mr. Gow, the Voting Members of the Sponsor (collectively, the "Reporting Persons"). | |
| (b) | Address or principal business office or, if none, residence:
The principal business office of each of the Reporting Persons is:1334 Brittmoore Rd, Suite 190 Houston, Texas 77043 | |
| (c) | Citizenship:
Andrew J. Martin; Charles E. Fox and David Gow - United StatesCO2 Energy Transition, LLC - Delaware | |
| (d) | Title of class of securities:
Common Stock, par value US$0.0001 | |
| (e) | CUSIP No.:
12664M202 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
| |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
Andrew J. Martin - 2,565,000Charles E. Fox - 2,565,000David Gow - 2,565,000CO2 Energy Transition, LLC - 2,565,000The reported securities are directly held by the Sponsor. The Sponsor is governed by its managers, consisting of Mr. Martin, David Gow and Charles E. Fox as managers, and Mr. Martin as President. As such, Mr. Martin, Mr. Gow and Mr. Fox have voting and investment discretion with respect to the securities held of record by the Sponsor and may be deemed to have shared beneficial ownership of the reported securities. Mr. Martin, Mr. Gow and Mr. Fox do not directly hold any securities of the Issuer. The filing of this statement shall not be construed as an admission that any Reporting Person is, for the purpose of Section 13(d) or 13(g) of the Act, the beneficial owner of any of the reported securities (other than securities reported as directly held by such Reporting Person). Each of the Issuer's officers and directors is, directly or indirectly, a member of the Sponsor, or have direct or indirect economic interests in the Sponsor, and each of them disclaims any beneficial ownership of any shares held by the Sponsor except to the extent of his or her ultimate pecuniary interest. | |
| (b) | Percent of class:
Andrew J. Martin - 26.8%Charles E. Fox - 26.8%David Gow - 26.8%CO2 Energy Transition, LLC - 26.8%The percentages used herein and in the rest of this Schedule 13G are calculated based upon 9,585,750 shares of Common Stock outstanding as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 27, 2024. %
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| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Andrew J. Martin - 0Charles E. Fox - 0David Gow - 0CO2 Energy Transition, LLC - 0 | ||
| (ii) Shared power to vote or to direct the vote:
Andrew J. Martin - 2,565,000Charles E. Fox - 2,565,000David Gow - 2,565,000CO2 Energy Transition, LLC - 2,565,000 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Andrew J. Martin - 0Charles E. Fox - 0David Gow - 0CO2 Energy Transition, LLC - 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Andrew J. Martin - 2,565,000Charles E. Fox - 2,565,000David Gow - 2,565,000CO2 Energy Transition, LLC - 2,565,000 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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