CO2 Energy Transition Corp.
For the period ended Dec 31, 2024. Filed Mar 31, 2025.
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FY2024 · Filed Mar 31, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this “Report”) contains forward-looking statements. In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Report. These factors include:
| ● | we are a newly formed company with no operating history and no revenues; |
| ● | our ability to continue as a “going concern”; |
| ● | we may not be able to complete our initial business combination within the prescribed time frame; |
| ● | stockholders have no rights or interests in funds from the trust account, except under certain limited circumstances; |
| ● | our stockholders may be held liable for claims by third parties against us; |
| ● | if third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by stockholders may be less than $10.00 per share; |
| ● | subsequent to completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and impairment or other charges; |
| ● | conflicts of interest of our sponsor, officers and directors; |
| ● | we may have a limited ability to assess the management of a prospective target business; |
| ● | our public stockholders may not be afforded an opportunity to vote on our proposed Business Combination; |
| ● | the absence of a redemption threshold may make it possible for us to complete a Business Combination with which a substantial majority of our stockholders do not agree; |
| ● | we may redeem unexpired warrants prior to their exercise at a time that is disadvantageous to holders; |
| ● | we may amend the terms of the public warrants in a manner that may be adverse to holders of public warrants with the required approval of the holders of the then outstanding public warrants; |
| ● | our competitors have advantages over us in seeking Business Combinations; |
| ● | we may be unable to obtain additional financing; |
| ● | our warrants may have an adverse effect on the market price of our common stock; |
| ● | we may issue additional equity and/or debt securities to complete our initial business combination; |
| ● | our sponsor controls a substantial interest in us; |
| ● | if we seek stockholder approval of our initial business combination, our sponsor, who controls a substantial interest in us, has agreed to vote in favor of such initial business combination, regardless of how our public stockholders vote; |
| ● | the ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential Business Combination targets, may not allow us to complete the most desirable Business Combination or optimize our capital structure, and will increase the probability that our initial business combination would be unsuccessful; |
| ● | lack of protections normally afforded to investors of blank check companies; |
| ● | Nasdaq may delist our securities from trading on its exchange; |
| ● | we have not registered the shares of common stock issuable upon exercise of the warrants sold as part of the units in our initial public offering, and such registration may not be in place when an investor desires to exercise such warrants; |
| ● | shares being redeemed and warrants becoming worthless; |
| ● | events which may result in the per-share amount held in our trust account dropping below $10.00 per public share; |
| ● | our directors may decide not to enforce the indemnification obligations of our sponsor; |
| ● | if, before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our stockholders and the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced; |
| ● | because we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination, you will be unable to ascertain the merits or risks of any particular target business’s operations; |
| ● | we may seek acquisition opportunities in companies that may be outside of our management’s areas of expertise; |
| ● | if we effect our initial business combination with a company with operations or opportunities outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations; |
| ● | changes in laws or regulations, or a failure to comply with any laws and regulations, tax consequences to Business Combinations may adversely affect our business, investments and results of operations; and |
| ● | other risk factors included under “Item 1A. Risk Factors” below. |
You should read the matters described in “Item 1A. Risk Factors” and the other cautionary statements made in this Report, as being applicable to all related forward-looking statements wherever they appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore prospective investors are encouraged not to place undue reliance on forward-looking statements. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.