CO2 Energy Transition Corp.
For the period ended Sep 30, 2025. Filed Nov 13, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 13, 2025
NOEM$10.500.0%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-12.
0001213900-25-075048
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-13.
0001213900-25-110040
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 64 previous paragraphs and 63 current paragraphs.
46 unchanged; 16 reworded; 1 added; 2 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (1)
Current report
Net Income (loss) Per Common Share
Removed paragraphs (2)
Previous report
We do not believe we will need to raise additional funds in order to meet the expenditures required for operating our business, as we expect any required funds to be provided by our sponsor in the form of additional Working Capital Loans. However, if our estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing either to complete our initial business combination or because we become obligated to redeem a significant number of our public shares upon consummation of our initial business combination, in which case we may issue additional securities or incur debt in connection with such initial business combination.
Previous report
Net Income Per Common Share
Reworded paragraphs (16)
Previous wording
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the initial Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that:
Current wording
This Quarterly Report includes “forward-looking statements” that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Form 10-Q including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding the completion of the initial Business Combination, the Company’s financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements, including that:
Previous wording
As of June 30, 2025, the Company had $469,288 in cash and working capital of $434,534.
Current wording
As of September 30, 2025, the Company had $343,499 in cash and working capital deficit of $133,753.
Previous wording
For the six months ended June 30, 2025, cash used in operating activities was $563,672. Net income of $825,293 was impacted by interest earned on marketable securities held in the trust account of $1,455,374, and changes in operating assets and liabilities provided $66,408 of cash.
Current wording
For the nine months ended September 30, 2025, cash used in operating activities was $689,461. Net income of $1,260,098 was impacted by interest earned on marketable securities held in the trust account of $2,193,869, and changes in operating assets and liabilities provided $244,309 of cash.
Previous wording
For the six months ended June 30, 2024, cash used in operating activities was $76,718. Net loss of $40,453 was impacted by operating expenses paid on behalf of the Company of $6,050, and changes in operating assets and liabilities used $42,315 of cash.
Current wording
For the nine months ended September 30, 2024, cash used in operating activities was $94,945. Net loss of $66,985 was impacted by operating expenses paid on behalf of the Company of $6,050, and changes in operating assets and liabilities used $34,010 of cash.
Previous wording
For the six months ended June 30, 2025, cash provided by investing activities was $79,891, representing cash interest withdrawn from the Trust Account to pay taxes.
Current wording
For the nine months ended September 30, 2025, cash provided by investing activities was $79,891, representing cash interest withdrawn from the Trust Account to pay taxes.
Previous wording
For the six months ended June 30, 2024, no cash was used in investing activities.
Current wording
For the nine months ended September 30, 2024, no cash was used in investing activities.
Previous wording
For the six months ended June 30, 2025, no cash was used in financing activities.
Current wording
For the nine months ended September 30, 2025, no cash was used in financing activities.
Previous wording
For the six months ended June 30, 2024, cash provided by financing activities was $74,925, consisting of proceeds from our promissory note with our sponsor of $81,600, repayment of promissory note-related party of $2,000, and payments of offering costs of $4,675.
Current wording
For the nine months ended September 30, 2024, cash provided by financing activities was $95,625, consisting of proceeds from our promissory note with our sponsor of $102,300, repayment of promissory note-related party of $2,000, and payments of offering costs of $4,675.
Previous wording
As of June 30, 2025, we had investments of $70,686,381 held in the trust account. Through June 30, 2025 and December 31, 2024, we have not withdrawn any principal from the trust account, nor any interest earned, except to pay taxes.
Current wording
As of September 30, 2025, we had investments of $71,424,875 held in the trust account. Through September 30, 2025 and December 31, 2024, we have not withdrawn any principal from the trust account, nor any interest earned, except to pay taxes.
Previous wording
As of June 30, 2025, we had cash of $469,288. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
Current wording
As of September 30, 2025, we had cash of $343,499. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a business combination.
Previous wording
In order to finance transaction costs in connection with an initial business combination, we and the sponsor, on April 15, 2025, entered into a convertible promissory note dated March 31, 2025 (the “Working Capital Note”). Pursuant to the Working Capital Note, we may request, and in the sole discretion of the sponsor, the sponsor may loan the Company, loan drawdowns of up to an aggregate $1,500,000 in principal (“Working Capital Loan”) from time to time, less $11,731 which was advanced prior to the execution of the Working Capital Note, and included as outstanding thereunder, with such amounts to be used for working capital.
Current wording
In order to finance transaction costs in connection with an initial business combination, we and the sponsor, on April 15, 2025, entered into a convertible promissory note dated March 31, 2025 (the “Working Capital Note”). Pursuant to the Working Capital Note, we may request, and in the sole discretion of the sponsor, the sponsor may loan the Company, loan drawdowns of up to an aggregate of $1,500,000 in principal (“Working Capital Loan”) from time to time, less $11,731 which was advanced prior to the execution of the Working Capital Note, and included as outstanding thereunder, with such amounts to be used for working capital.
Previous wording
For the three months ended June 30, 2025, we had net income of $418,891, which consists of interest income on investments held in the trust account of $729,611, offset by operating costs of $162,313, provision for income taxes of $146,750, and interest expense of $1,657.
Current wording
For the three months ended September 30, 2025, we had net income of $434,805, which consists of interest income on investments held in the trust account of $738,495, offset by operating costs of $154,489, provision for income taxes of $148,532, and interest expense of $669.
Previous wording
For the three months ended June 30, 2024, we had a net loss of $20,055, which consisted solely of general and administrative expenses.
Current wording
For the three months ended September 30, 2024, we had a net loss of $26,532, which consisted solely of general and administrative expenses.
Previous wording
For the six months ended June 30, 2025, we had net income of $825,293, which consists of interest income on investments held in the trust account of $1,455,374, offset by operating costs of $333,033, provision for income taxes of $292,766, and interest expense of $4,282.
Current wording
For the nine months ended September 30, 2025, we had net income of $1,260,098, which consists of interest income on investments held in the trust account of $2,193,869, offset by operating costs of $487,522, provision for income taxes of $441,298, and interest expense of $4,951.
Previous wording
For the three months ended June 30, 2024, we had a net loss of $40,453, which consisted solely of general and administrative expenses.
Current wording
For the nine months ended September 30, 2024, we had a net loss of $66,985, which consisted solely of general and administrative expenses.
Previous wording
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses are shared pro rata between the two classes of shares. Net (loss) income per common share is calculated by dividing the net (loss) income by the weighted average shares of common stock outstanding for the respective period.
Current wording
We comply with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as redeemable common stock and non-redeemable common stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.