CO2能源转型公司2026年季度报告

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☒No☐ As of May 14, 2026, there were 9,585,750 shares of common stock, $0.0001 par value, issued and outstanding. CO2 ENERGY TRANSITION CORP.FORM 10-Q FOR THE QUARTER ENDED MARCH 31, 2026TABLE OF CONTENTS PART I - FINANCIAL INFORMATION CO2 ENERGY TRANSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2026 NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN CO2 Energy Transition Corp. (the “Company”) was incorporated in Delaware on September30, 2021. The Company was formedfor the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar businesscombination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sectorfor purposes of consummating a Business Combination. While the Company may pursue an initial Business Combination target in any As of March 31, 2026, the Company had not commenced any operations. All activity for the period from September30, 2021(inception) through March 31, 2026, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”),which is described below and identifying a target company for a Business Combination. The Company will not generate any operating The registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2024. On November22, 2024, the Company consummated the Initial Public Offering of 6,900,000 units, with each unit consisting of one share of commonstock, one redeemable warrant, and one right (the “Units” and, with respect to the shares of common stock included in the Unitsoffered, the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of900,000 Units, at $10.00 per Unit, generating gross proceeds of $69,000,000 which is described in Note 3. Each warrant entitles the Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 265,000 units (the “PrivateUnits”) at a price of $10.00 per Private Unit in a private placement to the Company’s sponsor, CO2 Energy Transition, LLC (the“Sponsor”), generating gross proceeds of $2,650,000, which is described in Note 4. Each Private Unit consists of one share ofcommon stock, one redeemable warrant, and one right with respect to the shares of common stock. Each warrant entitles the holder Transaction costs amounted to $3,423,710, consisting of $517,500 of cash underwriting discount, $2,070,000 of deferredunderwriting fees, $77,280 fair value of Representative Shares (as defined in Note 8), and $758,930 of other offering costs. On November 22, 2024, in connection with the closing of the Initial Public Offering, the underwriters were entitled to a cashunderwriting discount of 0.75% of the gross proceeds of the Initial Public Offering, or $517,500, which was paid upon the closing ofthe Initial Public Offering. Additionally, the underwriters were entitled to a deferred underwriting discount of 3.00% of the gross CO2 ENERGY TRANSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2026 There is no assurance that the Company will be able to complete a Business Combination successfully. The Company mustcomplete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal toat least 80% of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriting discounts). TheCompany will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the Following the closing of the Initial Public Offering, on November 22, 2024, an amount of $69,000,000 ($10.00 per Unit) from thenet proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“TrustAccount”), located in the UnitedStates and invested only in U.S.government securities, within the meaning set forth in Section2(a)(16)of the Investment Company Act, with a maturity o