SCHEDULE 13G 0002032843 XXXXXXXX LIVE Common Stock, par value US$0.0001 11/22/2024 0001956648 CO2 Energy Transition Corp. 12664M202 1334 Brittmoore Rd, Suite 190 Houston TX 77043 Rule 13d-1(d) CO2 Energy Transition, LLC DE 0.00 2565000.00 0.00 2565000.00 2565000.00 N 26.8 OO 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. Andrew J. Martin X1 0.00 2565000.00 0.00 2565000.00 2565000.00 N 26.8 IN 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. Charles E. Fox X1 0.00 2565000.00 0.00 2565000.00 2565000.00 N 26.8 IN 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. David Gow X1 0.00 2565000.00 0.00 2565000.00 2565000.00 N 26.8 IN 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. CO2 Energy Transition Corp. 1334 Brittmoore Rd, Suite 190 Houston, Texas 77043 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"). The principal business office of each of the Reporting Persons is: 1334 Brittmoore Rd, Suite 190 Houston, Texas 77043 Andrew J. Martin; Charles E. Fox and David Gow - United States CO2 Energy Transition, LLC - Delaware Y Andrew J. Martin - 2,565,000 Charles E. Fox - 2,565,000 David Gow - 2,565,000 CO2 Energy Transition, LLC - 2,565,000 The 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. 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. Andrew J. Martin - 0 Charles E. Fox - 0 David Gow - 0 CO2 Energy Transition, LLC - 0 Andrew J. Martin - 2,565,000 Charles E. Fox - 2,565,000 David Gow - 2,565,000 CO2 Energy Transition, LLC - 2,565,000 Andrew J. Martin - 0 Charles E. Fox - 0 David Gow - 0 CO2 Energy Transition, LLC - 0 Andrew J. Martin - 2,565,000 Charles E. Fox - 2,565,000 David Gow - 2,565,000 CO2 Energy Transition, LLC - 2,565,000 Y Y Y Y Y Y CO2 Energy Transition, LLC /s/ Andy Martin 03/25/2025 Andrew J. Martin /s/ Andrew J. Martin 03/25/2025 Charles E. Fox /s/ Charles E. Fox 03/25/2025 David Gow /s/ David Gow 03/25/2025