(MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2025 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42417 CO2 ENERGY TRANSITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 87-2950691 | | --- | --- | | (Sta ...

Financial Position - As of June 30, 2025, the company had cash of $469,288 and working capital of $434,534[140] - As of June 30, 2025, the company held investments of $70,686,381 in the trust account, with no principal or interest withdrawn except for tax payments[147] - The company has no off-balance sheet financing arrangements or long-term liabilities, except for a monthly payment of $10,000 to the sponsor for administrative services[157][158] Initial Public Offering - The company completed its Initial Public Offering on November 22, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[141] - A total of $69,000,000 was placed in the trust account following the Initial Public Offering, with $3,423,710 incurred in associated expenses[142] - The underwriters received a cash underwriting discount of 0.75% of the gross proceeds from the Initial Public Offering, amounting to $517,500, and a deferred underwriting discount of 3.00%, totaling $2,070,000[160][167] - The underwriters were issued 138,000 shares of common stock with a fair value of $77,268 in connection with the Initial Public Offering[167] Income and Earnings - For the six months ended June 30, 2025, the company reported a net income of $825,293, influenced by interest earned on marketable securities of $1,455,374[143] - The company reported a net income of $418,891 for the three months ended June 30, 2025, driven by interest income of $729,611 from investments held in the trust account[162] - For the six months ended June 30, 2025, the company achieved a net income of $825,293, with interest income totaling $1,455,374[163] Business Operations - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[161] - The company incurred operating costs of $162,313 and a provision for income taxes of $146,750 for the three months ended June 30, 2025[162] - If the company cannot complete a Business Combination by May 22, 2026, it will cease operations except for liquidation purposes[154] Financial Instruments and Accounting - The company has entered into a Working Capital Note allowing for loan drawdowns of up to $1,500,000 from the sponsor to finance transaction costs related to the initial business combination[150] - The company has not disclosed any critical accounting estimates as of June 30, 2025[164] - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[169] - The company has not considered the effect of warrants sold in the Initial Public Offering in the calculation of diluted earnings per share, resulting in the same value for basic and diluted earnings per share[173] Equity Structure - As of June 30, 2025, the company had 6,900,000 shares of common stock subject to possible redemption, classified as temporary equity[171]

Financial Position - As of March 31, 2025, the company had $631,409 in cash and working capital of $424,782[139] - As of March 31, 2025, the company held investments of $70,020,977 in the trust account, with no principal or interest withdrawn except for tax payments[145] - The company has no long-term debt or off-balance sheet financing arrangements as of March 31, 2025[153] Initial Public Offering (IPO) - The company completed its Initial Public Offering on November 22, 2024, raising gross proceeds of $69,000,000 from the sale of 6,900,000 units at $10.00 per unit[140] - A total of $69,000,000 was placed in the trust account following the Initial Public Offering, with $3,423,710 incurred in associated expenses[141] - The underwriters fully exercised their over-allotment option to purchase an additional 900,000 units at the IPO price of $10.00 per unit[155] - The underwriters received a cash underwriting discount of 0.75% of the gross proceeds from the Initial Public Offering, totaling $517,500, and a deferred underwriting discount of 3.00%, amounting to $2,070,000[164] Income and Expenses - For the three months ended March 31, 2025, the company reported a net income of $406,402, influenced by interest earned on marketable securities of $725,763[142] - The company incurred operating costs of $170,720 and a provision for income taxes amounting to $146,016 during the same period[158] - For the three months ended March 31, 2025, the company reported a net income of $406,402, driven by interest income of $725,763 from investments held in the trust account[158] Business Strategy - The company intends to use funds in the trust account primarily to complete its initial business combination and for working capital of the target business[146] - The company entered into a Working Capital Note allowing for loan drawdowns of up to $1,500,000 from the sponsor to finance transaction costs related to the initial business combination[148] - The Working Capital Note amounts are convertible into units at a price of $10.00 per unit, each consisting of one share of common stock, one warrant, and one right[150] Shareholder Information - As of March 31, 2025, the company had 6,900,000 shares of common stock subject to possible redemption, classified as temporary equity[168] - The company has two classes of shares, redeemable and non-redeemable common stock, with net income per common share calculated based on the weighted average shares outstanding[169] - The company has not considered the effect of warrants sold in the initial public offering in the calculation of diluted earnings per share, resulting in the same value for both basic and diluted earnings per share[170] Regulatory and Accounting Matters - The company has not generated any operating revenues to date and does not expect to do so until after the completion of its Business Combination[157] - The company has not disclosed any critical accounting estimates as of March 31, 2025[159] - The company plans to rely on the JOBS Act provisions, allowing it to delay the adoption of new or revised accounting standards[166] - The company is classified as a smaller reporting company and is not required to provide certain market risk disclosures[171]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-42417 CO2 Energy Transition Corp. (Exact name of registrant as specified in its charter) | Delaware | 87-2950691 | | --- | --- | | (State or other jurisdiction of | (I. R. S. Empl ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-42417 CO2 ENERGY TRANSITION CORP. (Exact Name of Registrant as Specified in Its Charter) | Delaware | 87-2950691 | | --- | --- | | (Sta ...