UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR 12(g) OF THE

SECURITIES EXCHANGE ACT OF 1934

CO2 Energy Transition Corp.

(Exact Name of Registrant as Specified in its Charter)

Delaware		87-2950691
(State of Incorporation		(I.R.S. Employer
or Organization)		Identification No.)

1334 Brittmoore Rd, Suite 190
Houston, Texas 77043
Telephone: (346) 482-6238

(Address of Principal Executive Offices)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class to be so Registered		Name of Each Exchange on Which Each Class is to be Registered
Common Stock, par value of $0.0001 per share		The NASDAQ Stock Market LLC
Redeemable warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Rights, each entitling the holder to receive one-eighth (1/8) of one share of Common Stock		The NASDAQ Stock Market LLC
Units, each consisting of one share of Common Stock, one Warrant and one Right		The NASDAQ Stock Market LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement file number to which this form relates: 333-269932.

Securities to be registered pursuant to Section 12(g) of the Act: None.

Item 1. Description of Registrant's Securities to be Registered.

A description of the common stock, warrants, rights and units to be registered hereunder is contained in the section entitled "Description of Securities" in the Prospectus included in CO2 Energy Transition Corp.'s (the "Registrant") Registration Statement on Form S-1 (Registration No. 333-269932) initially filed with the Securities and Exchange Commission on February 23, 2023, as amended from time to time (the "Registration Statement"). This information is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are filed subsequently to the Registration Statement are hereby also incorporated by reference herein.

Item 2. Exhibits.

Under the Instructions as to Exhibits with respect to Form 8-A, no exhibits are required to be filed because no other securities of the Registrant are registered on the NASDAQ Stock Market LLC and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

Date: November 20, 2024	CO2 ENERGY TRANSITION CORP.
	By:	/s/ Brady Rodgers
	Name:	Brady Rodgers
	Title:	Chief Executive Officer and Director

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