CO2 Energy Transition Corp 2025年度报告

FORM10-K (Mark One)☒ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 OR ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number001-42417 CO2 Energy Transition Corp.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.☒Yes☐No 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 during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).☒Yes☐No 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 the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☒Emerging growth company☒ Large accelerated filer☐Non-accelerated filer☒ 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 has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☒Yes☐No The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last businessday of the registrant’s most recently completed second fiscal quarter was $70,687,140. For purposes of calculating the aggregatemarket value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for sharesheld by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders, we have notdeemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholdersexercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions shouldnot be deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates ofour company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerningshareholdings of our officers, directors and principal stockholders is included in Part III, Item 12 of this Annual Report on Form 10-K. The number of shares of Common Stock, $0.0001 par value, outstanding on March 13, 2026 was9,585,750shares. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS PART I1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS1ITEM 1. BUSINESS3ITEM 1A. RISK FACTORS27ITEM 1B. UNRESOLVED STAFF COMMENTS65ITEM 1C. CYBERSECURITY65ITEM 2. PROPERTIES65ITEM 3. LEGAL PROCEEDINGS65ITEM 4. MINE SAFETY DISCLOSURES.65PART II66ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, ANDISSUER PURCHASES OF EQUITY SECURITIES66ITEM 6. [RESERVED]66ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS.67ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK71ITEM 8. FINANCI