We intend to focus our search for a target business in the carbon capture, utilization and storage (CCUS) industry. We will look for target businesses in the energy transition sector with enterprise values between $150 million and $200 million. (Incorporated in Delaware) 

E. Will Gray II, known as Will Gray, serves as our chairman and CEO. Mr. Gray is currently the CEO and a director of New Era Helium Corp. From May 2020 up until its share exchange with New Era Helium, he served as Managing Partner of Solis Partners, LLC. Solis Partners owned over 215,000 acres in both Texas and Southeast New Mexico focusing on conventional natural gas/helium and carbon capture and storage (“CCUS”) and enhanced oil recovery (“EOR”) San Andres production. He is the former CEO and founder of Remnant Oil Company — an upstream energy company that acquired and operated both secondary(water) and tertiary (CO2) floods within the Permian Basin, a company he co-founded in 2016. He served in that capacity until 2020. Operations also included management of an 18.5-mile CO2 pipeline that interconnects with the Kinder Morgan Cortez main trunk line. Remnant Oil Company filed for Chapter 11 bankruptcy protection in July 2019 and such petition was later changed to a Chapter 7 bankruptcy filing. From 2014-1015, he served as Chairman & CEO of Dala Petroleum and from 2012-2013, Mr. Gray was an EVP of Resaca Exploration (a Torch Energy Portfolio Company) He has ESG experience and a track record for protecting fresh water rights within S.E. New Mexico, renewable energy development on owned acreage, and the reduction of carbon footprints for certain Permian Basin oilfield service providers. 

Brady  Rodgers will serve as our president and COO. Mr. Rogers is a petroleum engineer. He has served as the CEO of Focus Advisors from 2017 to date with his primary focus on strategic, mergers & acquisitions and technical advisory for middle market oil & gas acquisitions. He was a Vice President of GulfSlope Energy from 2013 – 2016 in corporate development & engineering. He was formerly Group Head — Energy Acquisitions & Divestitures for J.P. Morgan from 2010 – 2013. He was with Venoco E & P in Denver in engineering & as an operations manager from 2008 – 2010. His international experience includes a stint with Endeavour International Corporation in London & Houston in development & engineering lead North Sea 2005 – 2008 and Devon Energy Sr. Production & Reservoir Engineer from 2002 – 2005.

We will focus on target acquisition candidates from four categories in the CO2 energy transition space:

1.      Reduction of CO2 emissions by the electrical generation industry

•        Generation and/or smart usage of peak power

•        Mitigation of the adverse effects of intermittent renewable power

•        Small scale hydro

•        Efficiency technologies

•        Electric Storage

2.      Generation of lower carbon intensive fuels

•        Biodiesel and renewable diesel

•        Recycling of solid and liquid wastes

•        Electrofuels

•        Hydrogen (Blue/Green)

•        Ammonia (Blue/Green)

•        Sustainable aviation fuels

3.      CO2 energy transition service entities

•        Measurement, testing and controls

•        Marketing and trading CO2 tax credits

•        Project development and operational

•        Energy technologies, equipment and manufacturing

4.      Carbon capture, sequestration, storage, and utilization

•        Transportation including distribution and storage

•        Technologies and processes including direct air capture

•        Permanent saline storage

**Note: Our sponsor, CO2 Energy Transition, LLC, a Delaware limited liability company (which we refer to as our “sponsor” throughout this prospectus) has committed to purchase an aggregate of 440,000 units (or 480,000 private placement units if the underwriters’ over-allotment option is exercised in full) at a price of $10.00 per unit ($4,400,000 in the aggregate or $4,800,000 in the aggregate if the underwriters’ over-allotment option is exercised in full) in a private placement that will close simultaneously with the closing of this offering. We refer to these units throughout this prospectus as the private placement units. 

(Note: CO2 Energy Transition Corp. added Kingswood Capital Markets as a joint book-runner to work with EF Hutton, acting as financial advisor, in an S-1/A filing dated July 26, 2024. Background: CO2 Energy Transition Corp. revised the definition of the rights that are part of its units in an S-1/A filing dated March 22, 2024: Each unit will now consist of one share of common stock, one redeemable warrant to buy a share of common stock, and one right to buy 1/8 (one-eighth) of a share of common stock. Previously, the rights portion  of each unit gave the holder the right to buy 1/10 (one-tenth) of a share of common stock. Background: CO2 Energy Transition Corp. cut its SPAC IPO’s size to 6.0 million units – down from 8.0 million units – at $10.00 each to raise $60.0 million in an S-1/A filing dated Jan. 9, 2024. In that Jan. 9, 2024, filing with the SEC, CO2 Energy Transition Corp. also disclosed its proposed stock symbol: NOEMU. Background: CO2 Energy Transition Corp. filed its S-1 on Feb. 23, 2023, and disclosed these terms: 8.0 million units at $10.00 each to raise $80.0 million. Each unit consists of one share of common stock and one redeemable warrant to buy a share of common stock. The company, however, did not reveal its proposed stock symbol.)