Company Overview

CO2 Energy Transition Corp. is a blank check company incorporated in Delaware on September 30, 2021. The company was formed for the purpose of effecting a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more businesses. The company intends to use cash derived from the proceeds of its initial public offering (IPO) and the sale of private placement units, as well as debt, to complete its initial business combination.

Liquidity, Capital Resources and Going Concern

As of December 31, 2025, the company had $287,601 in cash and a working capital deficit of $422,177. Prior to the IPO, the company’s only source of liquidity was an initial purchase of shares by the sponsor and loans from the sponsor.

On November 22, 2024, the company completed its IPO of 6,900,000 units at $10 per unit, generating gross proceeds of $69 million. Simultaneously, the company sold 265,000 private placement units at $10 per unit to the sponsor, raising an additional $2.65 million.

After the IPO, $69 million was placed in a trust account. The company incurred $3.4 million in IPO-related expenses.

In 2025, the company used $745,359 in cash for operating activities, with net income of $1.65 million offset by interest earned on the trust account investments and changes in working capital. In 2024, the company used $305,589 in cash for operations.

In 2025, the company generated $79,891 in cash from investing activities by withdrawing interest from the trust account to pay taxes. In 2024, the company used $69 million in cash for investing by depositing funds into the trust account.

The company did not use any cash for financing activities in 2025. In 2024, the company generated $70.3 million in cash from financing through the IPO and private placement.

As of December 31, 2025, the company had $72.1 million invested in the trust account. It has withdrawn $79,891 to pay taxes.

The company intends to use the trust account funds to complete its initial business combination. It will use funds outside the trust account primarily for identifying and evaluating target businesses, due diligence, and negotiating and structuring a business combination.

To finance transaction costs for the business combination, the company entered into a $1.5 million convertible promissory note with the sponsor on March 31, 2025. Amounts owed under the note are payable on the earlier of the business combination closing or the company’s winding up. The note is convertible at the sponsor’s option into units identical to the private placement units.

If the company is unable to complete a business combination by May 22, 2026 (unless extended), it will cease operations and liquidate. This raises substantial doubt about the company’s ability to continue as a going concern.

Off-Balance Sheet Financing Arrangements

The company does not have any off-balance sheet financing arrangements, special purpose entities, or other relationships that could have a material current or future effect on its financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

The company does not have any long-term debt, capital leases, or long-term liabilities other than an agreement to pay the sponsor $10,000 per month for office space and administrative services.

The underwriters received a 0.75% cash underwriting discount at the IPO closing, as well as a 3% deferred underwriting fee payable upon the business combination closing.

Results of Operations

The company has not engaged in any operations or generated any revenue to date. Its activities have been organizational, preparing for the IPO, and identifying a business combination target.

In 2025, the company had net income of $1.65 million, consisting of $2.88 million in interest income on the trust account investments, offset by $646,306 in operating costs, $579,272 in income taxes, and $4,951 in interest expense.

In 2024, the company had net income of $2,632, consisting of $310,897 in trust account interest income, offset by $246,139 in operating costs, $61,039 in income taxes, and $1,087 in interest expense.

JOBS Act

As an emerging growth company under the JOBS Act, the company is allowed to delay the adoption of new or revised accounting standards and is exempt from certain other reporting requirements applicable to public companies.

Critical Accounting Estimates

As of December 31, 2025, the company did not have any critical accounting estimates to disclose.

Recent Accounting Standards

The company does not believe any recently issued but not yet effective accounting standards would have a material effect on its financial statements.

Commitments and Contractual Obligations

Registration Rights: The holders of founder shares, private placement warrants, and warrants issued upon conversion of the working capital loan have registration rights to require the company to register their securities for resale.

Underwriting Agreement: The underwriters received a 0.75% cash underwriting discount at the IPO closing, as well as a 3% deferred underwriting fee payable upon the business combination closing.

Common Stock Subject to Possible Redemption: The company’s common stock contains a redemption feature that allows for the redemption of public shares in connection with a stockholder vote or tender offer for a business combination. The common stock subject to possible redemption is classified as temporary equity.

Net Income Per Common Share: The company has two classes of common stock - redeemable and non-redeemable. Net income is allocated pro rata between the two classes, and basic and diluted net income per share is calculated for each class.

In summary, CO2 Energy Transition Corp. is a blank check company that completed its IPO in 2024 and is seeking to identify and complete a business combination. The company has sufficient funds in its trust account to pursue a transaction but faces the risk of not being able to do so within the required timeframe, which raises substantial doubt about its ability to continue as a going concern.