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 the initial public offering (IPO) and the sale of private placement units, as well as debt, to complete the 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 intends to use substantially all of these funds to complete the initial business combination.

The company has a $1.5 million working capital loan facility with the sponsor that can be drawn upon as needed to finance transaction costs for the business combination. Amounts owed under this loan are convertible at the sponsor’s option into units identical to the private placement units.

However, 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’s only material contractual obligation is an agreement to pay the sponsor $10,000 per month for office space, utilities, and administrative services. It also has the deferred underwriting fee of $2.07 million payable upon completion of the initial business combination.

Results of Operations

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

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 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 that any recently issued but not yet effective accounting standards would have a material effect on its financial statements.

Commitments and Contractual Obligations

The company has registration rights agreements that provide certain demand and “piggy-back” registration rights to the holders of founder shares, private placement warrants, and warrants issued upon conversion of the working capital loan.

The underwriters are entitled to a 0.75% cash underwriting discount paid at the IPO closing, as well as a 3% deferred underwriting fee payable upon completion of the initial business combination.

The company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC 480, classifying it as temporary equity outside of permanent equity.

The company complies with FASB ASC 260 in calculating net income per common share, recognizing that the warrants cannot be considered in the diluted earnings per share calculation as their inclusion would be anti-dilutive.

In summary, this blank check company has completed its IPO and is now focused on identifying and completing an initial business combination, though it faces the risk of being unable to do so within the required timeframe, which could force it to liquidate. The company’s financial position, operations, and commitments are typical for this stage of a SPAC’s lifecycle.