CO2 Energy Transition Corp.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

CO2 Energy Transition Corp.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

LETTER TO STOCKHOLDERS OF CO2 ENERGY TRANSITION CORP.

Dear CO2 Energy Transition Corp. Stockholder:

You are cordially invited to attend an Annual Meeting of CO2 Energy Transition Corp., a Delaware corporation (the “Company”), which will be held on Tuesday, July 21, 2026, 2026, at 11:00 a.m., Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Annual Meeting”). The Company will be holding the Annual Meeting in a virtual meeting format athttps://www.cstproxy.com/co2et/2026 or by telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free), Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 6252910#. To log in to the Annual Meeting, shareholders will use the 16 digit control number found on the proxy card or on the voting instructions that accompanied the proxy materials.

The accompanying notice of the Annual Meeting and proxy statement describe the business the Company will conduct at the Annual Meeting and provide information about the Company that you should consider when you vote your shares. As more fully described in the accompanying proxy statement, which is dated July 7, 2026, and is first being mailed to stockholders on or about July 7, 2026, the Annual Meeting will be held for the purpose of considering and voting on the following proposals (collectively, the “Proposals”):

1. Proposal No. 1 — Extension Amendment Proposal — A proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Current Charter”) to extend the date by which the Company must consummate a business combination (the “Charter Extension”) up to eleven (11) times, each such extension for an additional one (1) month period, until June 22, 2027 (the “Charter Extension Date”, and such date actually extended, an “Extended Date”) by providing one business days’ notice to Continental Stock Transfer & Trust Company (the “Trustee”) and depositing into the Trust Account an amount equal to the lesser of $50,000 and $0.03 per Public Share that remains outstanding. A copy of the proposed amendment to the Current Charter (the “Extension Amendment”) is attached hereto as Annex A. This proposal is referred to as the “Extension Amendment Proposal.”

2. Proposal No. 2 — The Trust Amendment Proposal —A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement, dated as of November 20, 2024 (the “Trust Agreement”), by and between the Company and the Trustee, to allow the Company to extend the date by which the Company must consummate a business combination up to eleven (11) times, each such extension for an additional one (1) month period, until June 22, 2027 or until such later date as stockholders may approve. A copy of the proposed Trust Amendment is attached hereto as Annex B. This proposal is referred to as the “Trust Amendment Proposal.”

3. Proposal No. 3 — Election of Directors Proposal— A proposal to elect five directors to serve as members of the Board of Directors to hold office until the next annual meeting of stockholders or until their successors are elected and qualified;

4. Proposal No. 4 — Ratification of Auditors Proposal— A proposal to ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

5. Proposal No. 5 —Adjournment Proposal —A proposal to direct the chairman of the Annual Meeting to adjourn the Annual Meeting to a later date or dates (the “Adjournment”), if necessary, under certain circumstances, to solicit additional proxies (i) to approve the Extension Amendment Proposal, (ii) to approve the Trust Amendment Proposal, or (iii) if a quorum is not present at the Annual Meeting. This proposal is referred to as the “Adjournment Proposal.”

Each of the Extension Amendment Proposal, the Trust Amendment Proposal, the Director Election Proposal, the Ratification of Auditors Proposal and the Adjournment Proposal are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the Proposals in the accompanying proxy statement before you vote.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company shall file the Extension Amendment with the Delaware Secretary of State and the Charter Extension will become effective. The Company would notify the Trustee that the deadline for completing a business combination has been extended

by one month to August 22, 2026. Each subsequent month, upon at least one business days’ notice prior to the next Extended Date and the deposit of the lesser of $50,000 or $0.03 per Public Share that remains outstanding into the Trust Account, the Company will notify the Trustee that the deadline for completing a business combination has been extended by an additional one month. This will be the process for every month up to the Charter Extension Date unless any potential initial business combination is consummated prior to the Charter Extension Date or the Board of Directors determines that it is not in the best interests of stockholders to continue to extend.

The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow the Company additional time to complete an initial business combination. The Current Charter provided that the Company had until May 22, 2026 (the “Original Termination Date”) to complete an initial business combination. While the Current Charter permitted six monthly extensions provided certain payments were made (and the Company has extended twice until July 22, 2026), this is not sufficient time to complete an initial business combination. As such, the Company’s Board believes that it is in the best interests of its stockholders to extend the date that the Company has to consummate an initial business combination. Without the Charter Extension, the Company believes that it will not be able to complete an initial business combination and the Company would be forced to redeem the Company’s Common Stock issued as part of the units sold in the Company’s initial public offering (the “Public Shares”) and dissolve and liquidate in accordance with the Delaware General Corporation Law (“DGCL”) and the Current Charter.

As contemplated by the Current Charter, the holders of Public Shares issued as part of the units sold in the Company’s initial public offering, may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the Company’s initial public offering and the concurrent private placement of Units (the “Private Placement Units”), if the Charter Extension is implemented (the “Redemption”), regardless of how such Public Stockholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders and the Extension Amendment is filed, holders of Public Shares remaining after the Redemption will retain their right to have their Public Shares redeemed in connection with a business combination.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Charter Extension is implemented, Public Stockholders who elect to redeem their Public Shares will receive, a per-share redemption price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided by the number of then-issued and outstanding Public Shares.

On July 7, 2026, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.54 (which is expected to be the same approximate amount two business days prior to the Annual Meeting). The closing price of the Common Stock on July 6, 2026 was $10.44 per share. The Company cannot assure stockholders that they will be able to sell their Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. The Company believes that such redemption right enables its Public Stockholders to determine whether or not to sustain their investments for an additional period if the Company does not complete a business combination on or before the Original Termination Date.

The approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Charter Extension.

If the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and a business combination is not completed on or before the Original Termination Date, the Company will, promptly following the Original Termination Date: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the

Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to the Company’s rights, which will expire worthless in the event of our winding up.

Approval of the Extension Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Common Stock.

Approval of the Trust Amendment Proposal requires the affirmative vote of holders of at least 50% of the Public Shares.

Approval of the Director Election Proposal requires the affirmative vote of a plurality of the votes cast.

Approval of the Ratification of Auditors Proposal requires the affirmative vote of a majority of the votes cast.

Approval of the Adjournment Proposal requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present (virtually) or represented by proxy and entitled to vote thereon at the Annual Meeting.

The Board has fixed the close of business on July 7, 2026 (the “Record Date”) as the date for determining the Company’s stockholders entitled to receive notice of and vote at the Annual Meeting and any adjournment thereof. Only holders of record of Common Stock on that date are entitled to have their votes counted at the Annual Meeting or any adjournment thereof.

After careful consideration of all relevant factors, the Board has determined that the Proposals are advisable and in the best interests of the Company and its stockholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal, “FOR” the Director Election Proposal, “FOR” the Ratification of Auditors Proposal and “FOR” the Adjournment Proposal.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please vote as soon as possible by following the instructions in the accompanying proxy statement to make sure that your shares are represented and voted at the Annual Meeting. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the Annual Meeting.

If you are a stockholder of record and sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals presented at the Annual Meeting. If you are a stockholder of record and you wish to attend the Annual Meeting and vote at the meeting, you may do so, even if you previously returned a proxy. If you previously returned a proxy it will be automatically revoked if you attend the Annual Meeting and vote at the meeting. If you hold your shares through a broker, bank or other nominee and fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Annual Meeting (virtually), the effect will be that your shares will not be counted for purposes of determining whether a quorum is present at the Annual Meeting and will not constitute votes cast at the Annual Meeting and therefore will have the same effect as a vote “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES OF COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE INITIALLY SCHEDULED VOTE AT THE STOCKHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES OF COMMON STOCK (AND CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES OF COMMON STOCK (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Enclosed is the proxy statement containing detailed information about the Annual Meeting, the Extension Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Annual Meeting, the Company urges you to read this material carefully and vote your shares.

By Order of the Board of Directors of CO2 Energy Transition Corp.

/s/ Brady Rodgers

Brady Rodgers

1334 Brittmoore Road, Suite 190

Houston, Texas 77043

NOTICE OF AN ANNUAL MEETING OF STOCKHOLDERS

OF CO2 ENERGY TRANSITION CORP.

TO BE HELD ONJULY 21, 2026

To the Stockholders of CO2 Energy Transition Corp.:

NOTICE IS HEREBY GIVEN that an Annual Meeting of the stockholders of CO2 Energy Transition Corp., a Delaware corporation (the “Company”), will be held on July 21, 2026, at 11:00 a.m., Eastern Time, or at such other time, on such other date and at such other place to which the meeting may be postponed or adjourned (the “Annual Meeting”). The Company will be holding the Annual Meeting in a virtual meeting format athttps://www.cstproxy.com/co2et/2026 or by telephone access (listen-only): Within the U.S. and Canada: 1 800-450-7155 (toll-free), Outside of the U.S. and Canada: +1 857-999-9155 (standard rates apply) Conference ID: 6252910#. To log in to the Annual Meeting, shareholders will use the 16 digit control number found on the proxy card or on the voting instructions that accompanied the proxy materials.

You are cordially invited to attend the Annual Meeting that will be held for the purpose of considering and voting on the following proposals (collectively, the “Proposals”):

1. Proposal No. 1 — Extension Amendment Proposal — A proposal to amend the Company’s Amended and Restated Certificate of Incorporation (the “Current Charter”) to extend the date by which the Company must consummate a business combination (the “Charter Extension”) up to eleven (11) times, each such extension for an additional one (1) month period, until June 22, 2027 (the “Charter Extension Date”, and such date actually extended, the “Extended Date”) by providing one business day notice to Continental Stock Transfer & Trust Company (the “Trustee”) and depositing into the Trust Account an amount equal to the lesser of $50,000 or $0.03 per Public Share that remains outstanding. A copy of the proposed amendment to the Current Charter (the “Extension Amendment”) is attached hereto as Annex A. This proposal is referred to as the “Extension Amendment Proposal.”

2. Proposal No. 2 — The Trust Amendment Proposal —A proposal to amend (the “Trust Amendment”) the Company’s investment management trust agreement, dated as of November 20, 2024 (the “Trust Agreement”), by and between the Company and the Trustee, to allow the Company to extend the date by which the Company must consummate a business combination up to eleven (11) times, each such extension for an additional one (1) month period, until June 22, 2027 or until such later date as stockholders may approve. A copy of the proposed Trust Amendment is attached hereto as Annex B. This proposal is referred to as the “Trust Amendment Proposal.”

3. Proposal No. 3 — Election of Directors Proposal— A proposal to elect five directors to serve as members of the Board of Directors to hold office until the next annual meeting of stockholders or until their successors are elected and qualified;

4. Proposal No. 4 — Ratification of Auditors Proposal— A proposal to ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026; and

5. Proposal No. 5 — Adjournment Proposal —A proposal to direct the chairman of the Annual Meeting to adjourn the Annual Meeting to a later date or dates (the “Adjournment”), if necessary, under certain circumstances, to solicit additional proxies (i) to approve the Extension Amendment Proposal, (ii) to approve the Trust Amendment Proposal, or (iii) if a quorum is not present at the Annual Meeting. This proposal is referred to as the “Adjournment Proposal.”

Each of the above Proposals are more fully described in the accompanying proxy statement. Please take the time to read carefully each of the Proposals in the accompanying proxy statement before you vote.

If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company shall file the Charter Amendment with the Delaware Secretary of State and the Charter Extension will become effective. The Company would notify the Trustee, that the deadline for completing a business combination has been extended by one month to August 22, 2026 and deposit into the Trust Account an amount equal to the lesser of $50,000 or $0.03 per Public Share that remains outstanding. This will be the process for every month up to the Charter Extension Date unless an initial business combination is consummated prior to the Charter Extension Date or the Board of Directors determines it is no longer in the best interests of stockholders to make a monthly extension.

The purpose of the Extension Amendment Proposal and the Trust Amendment Proposal is to allow the Company additional time to complete the proposed Business Combination. The Current Charter provided that the Company had until May 22, 2026 (the “Original Termination Date”) to complete an initial business combination. While the Current Charter permitted six monthly extensions provided certain payments were made (and the Company has extended twice until July 22, 2026), this is not sufficient time to complete an initial business combination. As such, the Company’s Board believes that it is in the best interests of its stockholders to extend the date that the Company has to consummate an initial business combination. Without the Charter Extension, the Company believes that it will not be able to complete an initial business combination and the Company would be forced to redeem the Company’s Common Stock issued as part of the units sold in the Company’s initial public offering (the “Public Shares”) and dissolve and liquidate in accordance with the Delaware General Corporation Law (“DGCL”) and the Current Charter.

The Company reserves the right at any time and for any reason, including, without limitation, if the Business Combination is consummated prior to the Original Termination Date, to abandon the Annual Meeting. In the event the Annual Meeting is canceled, and a business combination is not consummated prior to the Original Termination Date, the Company will, following the Original Termination Date, redeem the Public Shares and dissolve and liquidate in accordance with the DGCL and the Current Charter.

After careful consideration of all relevant factors, the Board has determined that the Proposals are advisable and in the best interests of the Company and its stockholders, has declared it advisable and recommends that you vote or give instruction to vote “FOR” the Extension Amendment Proposal, “FOR” the Trust Amendment Proposal, “FOR” the Director Election Proposal, “FOR” the Ratification of Auditors Proposal and “FOR” the Adjournment Proposal.

As contemplated by the Current Charter, the holders of Public Shares issued as part of the units sold in the Company’s initial public offering may elect to redeem all or a portion of their Public Shares in exchange for their pro rata portion of the funds held in a trust account (the “Trust Account”) established to hold a portion of the proceeds of the Company’s initial public offering (the “IPO”) and the concurrent sale of private placement units (the “Private Placement Units”), if the Charter Extension is implemented (the “Redemption”), regardless of how such public stockholders vote in regard to the Extension Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved by the requisite vote of stockholders and the Extension Amendment is filed, holders of Public Shares remaining after the Redemption will retain their right to have their Public Shares redeemed in connection with a business combination.

On July 7, 2026, the most recent practicable date prior to the date of this proxy statement, the redemption price per share was approximately $10.54 (which is expected to be the same approximate amount two business days prior to the Annual Meeting). The closing price of the Public Shares on July 6, 2026 was approximately $10.44 per share. The Company cannot assure stockholders that they will be able to sell their Public Shares in the open market, even if the market price per share is lower than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders wish to sell their shares. The Company believes that such redemption right enables its Public Stockholders to determine whether or not to sustain their investments for an additional period if the Company does not complete a business combination on or before the Original Termination Date.

The approval of the Extension Amendment Proposal and the Trust Amendment Proposal are conditions to the implementation of the Charter Extension.

If the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and a business combination is not completed, in each case on or before July 22, 2026, the Company will, promptly following such date: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the shares of Public Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise

and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding Public Shares, which redemption will completely extinguish rights of the Public Stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect to the Company’s warrants or rights, which will expire worthless in the event of our winding up.

TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST DEMAND IN WRITING THAT YOUR SHARES OF COMMON STOCK ARE REDEEMED FOR A PRO RATA PORTION OF THE FUNDS HELD IN THE TRUST ACCOUNT AND TENDER YOUR SHARES TO THE COMPANY’S TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE VOTE AT THE STOCKHOLDER MEETING. IN ORDER TO EXERCISE YOUR REDEMPTION RIGHT, YOU NEED TO IDENTIFY YOURSELF AS A BENEFICIAL HOLDER AND PROVIDE YOUR LEGAL NAME, PHONE NUMBER AND ADDRESS IN YOUR WRITTEN DEMAND. YOU MAY TENDER YOUR SHARES BY EITHER TENDERING OR DELIVERING YOUR SHARES OF COMMON STOCK (AND SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS TO THE TRANSFER AGENT OR BY TENDERING OR DELIVERING YOUR SHARES OF COMMON STOCK (AND) SHARE CERTIFICATES (IF ANY) AND OTHER REDEMPTION FORMS) ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC (DEPOSIT WITHDRAWAL AT CUSTODIAN) SYSTEM. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Approval of the Extension Amendment Proposal requires the affirmative vote of a majority of the issued and outstanding shares of Common Stock. Approval of the Trust Amendment Proposal requires the affirmative vote of at least 50% of the Public Shares.

Approval of the Director Election Proposal requires the affirmative vote of a plurality of the votes cast. Approval of the Ratification of Auditors Proposal and the Adjournment Proposal each requires the affirmative vote of at least a majority of the votes cast by the holders of the issued and outstanding shares of Common Stock who are present (virtually) or represented by proxy and entitled to vote thereon at the Annual Meeting. If a quorum is not present by attendance at the Annual Meeting or represented by proxy, the stockholders present by attendance at the Annual Meeting or by proxy may adjourn the Annual Meeting until a quorum is present. If an adjournment is for more than 30 days or a new record date is fixed for the adjourned meeting, we will provide notice of the adjourned meeting to each stockholder of record entitled to vote at the Annual Meeting. We may also adjourn the Annual Meeting if there are not sufficient votes to approve the Extension Amendment Proposal, or the Trust Amendment Proposal at the Annual Meeting, or for any other reasons as determined by the Company’s board of directors (the “Board”), in its sole discretion.

Record holders of Common Stock at the close of business on July 7, 2026 (the “Record Date”) are entitled to vote or have their votes cast at the Annual Meeting. As of the Record Date, there were 9,585,750 shares of Common Stock issued and outstanding. Each share of Common Stock is entitled to one vote per share. Common Stock is our only class of voting securities outstanding. Cumulative voting shall not be allowed in any of the proposals being submitted to the stockholders at the Annual Meeting.

The Sponsor intends to vote all of its Common Stock in favor of the Proposals being presented at the Annual Meeting and have, pursuant to a letter agreement, agreed to, among other things, waive their redemption rights with respect to any Common Stock held by them in connection with this Annual Meeting. As of the date of the accompanying proxy statement, the Sponsor beneficially owned and was entitled to vote approximately 26.8% of the issued and outstanding shares of Common Stock.

The accompanying proxy statement contains important information about the Annual Meeting, the Extension Amendment Proposal, the Trust Amendment Proposal, and the Adjournment Proposal. Whether or not you plan to attend the Annual Meeting, the Company urges you to read this material carefully and vote your shares.

The accompanying proxy statement is dated July 7, 2026 and is first being mailed to stockholders on or about July 7, 2026.

By Order of the Board of Directors of CO2 Energy Transition Corp.

/s/ Charles Fox

Charles Fox

Chairman