CO2 Energy Transition Corp 2026年季度报告

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 March 31, 2026 ☐TRANSITION REPORT PURSUANT TO 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) (346) 250-5000(Issuer’s telephone number) Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 forthe 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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit 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 definitions of “large accelerated filer”, “accelerated filer”, “smaller reportingcompany”, and “emerging growth company” in Rule12b-2 of the Exchange Act. 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 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 PagePart I. Financial Information1Item 1. Condensed Interim Financial Statements1Condensed Balance Sheets as of March 31, 2026 (Unaudited) and December 31, 20251Condensed Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)2Condensed Statements of Changes in Stockholders’ Deficit for the Three Months Ended March 31, 2026 and 2025(Unaudited)3Condensed Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)4Notes to Condensed Financial Statements (Unaudited)5Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations21Item 3. Quantitative and Qualitative Disclosures About Market Risk29Item 4. Controls and Procedures29Part II. Other Information30Item 1. Legal Proceedings30Item 1A. Risk Factors30Item 2. Unregistered Sales of Equity Securities and Use of Proceeds30Item 3. Defaults Upon Senior Securities30Item 4. Mine Safety Disclosures31Item 5. Other Information31Item 6. Exhibits31Part III. Signatures32 PART I - FINANCIAL INFORMATION CO2 ENERGY TRANSITION CORP.CONDENSED BALANCE SHEETS March31,2026December31,2025(Unaudited)ASSETSCurrent assetsCash$26,108$287,601Prepaid income tax46,906—Prepaid expenses138,91695,333Total Current Assets211,930382,934Investments held in Trust Account71,871,06172,113,895TOTAL ASSETS$ 72,082,991$ 72,496,829 Current liabilitiesAccounts payable and accrued expenses$70,381$142,278Accrued offering costs—75,000Income tax payable—576,103Working Capital Note–related party11,73011,730Total Current Liabilities82,111805,111Deferred underwriting fee2,070,0002,070,000TOTAL LIABILITIES2,152,1112,875,111 CO2 ENERGY TRANSITION CORP.CONDENSED STATEMENTS OF OPERATIONS(UNAUDITED) For the Three MonthsEndedMarch 31, CO2 ENERGY TRANSITION CORP.CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT(UNAUDITED) FOR THE THREE MONTHS ENDED MARCH 31, 2026 CO2 ENERGY TRANSITION CORP.CONDENSED STATEMENTS OF CASH FLOWS(UNAUDITED) CO2 ENERGY TRANSITION CORP.NOTES TO CONDENSED FINANCIAL STATEMENTSMARCH 31, 2026(Unaudited) 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 anyindustry or geographic location, the Company intends to focus its search for a target business in the transitional energy sector. TheCompany is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with earlystage and emerging growth companies. As of March 31, 2026, the Company had not commenced any operations. A