DEF 14A of CO2 Energy Transition Corp.
Filed Jul 7, 20260001213900-26-075994
Q: What interests do the Company’s directors and officers have in the approval of the Extension Amendment Proposal?
Q: What interests do the Company’s directors and officers have in the approval of the Extension Amendment Proposal? A: The Company’s directors and officers have interests in the Extension Amendment Proposal that may be different from, or in addition to, your interests as a stockholder. These interests include, among others, ownership, directly or indirectly through the Sponsor, of Common Stock. See the section entitled “Proposal No. 1 — The Extension Amendment Proposal — Interests of the Sponsor and the Company’s Directors and Officers” in this proxy statement.
Interests of the Sponsor and the Company’s Directors and Officers
Interests of the Sponsor and the Company’s Directors and Officers When considering the recommendation of the Board, the Company stockholders should be aware that aside from their interests as direct or indirect stockholders, the Sponsor and directors and officers of the Company have interests that are different from, or in addition to, those of other stockholders generally. The Board was aware of and considered these interests, among other matters, in recommending to the Company stockholders that they approve the Extension Amendment Proposal. The Company stockholders should take these interests into account in deciding whether to approve the Extension Amendment Proposal: • the fact that Sponsor and the other initial stockholders beneficially own 2,565,000 shares of Common Stock as of the date hereof, representing 26.8% of the voting power of the Common Stock, and Sponsor and the other initial stockholders are required by the IPO Letter Agreement to vote those shares in favor of an initial business combination; • the fact that the Sponsor and the other initial stockholders paid an aggregate of $25,000 for 2,300,000 shares of Common Stock and such securities may have a significantly higher value at the time of an initial business combination with an aggregate market value of approximately $24.0 million, based on the closing price of the Common Stock of $10.44 on the Nasdaq Stock Market LLC on July 6, 2026); • the fact that given the differential in the purchase price that the Sponsor and the other initial stockholders paid for the Common Stock as compared to the price of the Public Units sold in the IPO, the Sponsor and the other initial stockholders may earn a positive rate of return on their investment even if the Common Stock trades below the price initially paid for the Public Units in the IPO and the Public Stockholders experience a negative rate of return following the completion of an initial business combination; • the fact that the Sponsor purchased 265,000 units, or “Private Units,” at $10.00 per Private Unit for a total purchase price of $2,650,000 in a private placement that occurred simultaneously with the consummation of the IPO, which, upon exercise, the shares underlying the private warrants will have a significantly higher value at the time of an initial business combination with an aggregate market value of approximately $2.8 million, based on the closing price of the Common Stock of $10.44 on the Nasdaq Stock Market LLC on July 6, 2026. If an initial business combination is not consummated, the Private Units would expire worthless; • the fact that the Sponsor and the other initial stockholders will lose their entire investment in the Company and will not be reimbursed for any out-of-pocket expenses if an initial business combination is not consummated by July 22, 2026 or, if such period is extended, within such extended period; • the fact that Sponsor, officers, advisors and directors of the Company have agreed to waive their redemption with respect to any shares of Common Stock they hold if the Company fails to consummate an initial business combination by July 22, 2026 or, if such period is extended, within such extended period (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its initial business combination within the prescribed time frame) and therefore, such securities will be worthless if the initial business combination is not consummated by such deadline; • the fact that the Sponsor and the other initial stockholders have agreed to not transfer the shares of Common Stock beneficially owned by them until 180 days after the Closing; • the fact that the Company’s officers and directors are not required to, and will not, commit their full time to the Company’s affairs, which may result in a conflict of interest in allocating their time between the Company’s operations and any proposed business combination and their other businesses, on the other hand. In addition, certain of the Company’s officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, and therefore could have conflicts of interest in determining whether to present such business combination opportunity to such entity, subject to their fiduciary duties under Delaware law. The Company does not believe that duties have had any material impact on the identification of companies that may be appropriate acquisition targets; • the fact that Sponsor and the other initial stockholders have entered into a registration rights agreement, pursuant to which they have registration rights to require the Company to register a sale of any of its securities held by them; • the fact that if the Trust Account is liquidated, including in the event the Company is unable to complete an initial business combination by July 22, 2026 or, if such period is extended, within such extended period, the Sponsor has agreed to indemnify the Company to ensure that the proceeds in the Trust Account are not reduced below $10.00 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which the Company has entered into an acquisition agreement or claims of any third party for services rendered or products sold to the Company, but only if such a vendor or target business has not executed a waiver of any and all rights to seek access to the Trust Account.
Executive Officer and Director Compensation
Executive Officer and Director Compensation None of our officers has received any cash compensation for services rendered to us. Commencing on the date of the IPO, we agreed to pay CO2 Energy Transition, LLC, a Delaware limited liability company, our sponsor, a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder’s fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers or directors or any affiliate of our sponsor, officers or directors, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors or our or their affiliates. Any such payments prior to an initial business combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination. After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors. We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.
Employment Agreements; Outstanding Equity Awards; Key Man Insurance
Employment Agreements; Outstanding Equity Awards; Key Man Insurance
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The Company: (i) did not grant any stock options to its executive officers or directors during the year ended December 31, 2025; (ii) did not have any outstanding unvested equity awards as of December 31, 2025; and (iii) had no options exercised by its Named Executive Officers in the fiscal year ended December 31, 2025.
Compensation Of Directors
Compensation Of Directors Directors who are not employees of the Company do not receive any fees for meetings that they attend, but they are entitled to reimbursement for reasonable expenses incurred while attending such meetings. In 2025, no compensation was paid to the Company’s directors for their services