CO2 Energy Transition Corp.
For the period ended Dec 31, 2025. Filed Mar 16, 2026.
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FY2025 · Filed Mar 16, 2026
NOEM$10.52+0.2%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES
| (1) | Financial Statements |
The financial statements and notes are included herein under “Part II”-“Item 8. Financial Statements and Supplementary Data”.
TABLE OF CONTENTS TO FINANCIAL STATEMENTS
| Page | |
| Index to Financial Statements | |
|---|---|
| Report of Independent Registered Public Accounting Firm (ID #100) | F-2 |
| Balance Sheets | F-3 |
| Statements of Operations | F-4 |
| Statements of Stockholders’ Deficit | F-5 |
| Statements of Cash Flows | F-6 |
| Notes to Financial Statements | F-7 |
| (2) | Financial Statement Schedules |
All schedules are omitted because they are inapplicable or not required or the required information is shown in the financial statements or notes thereto.
| (3) | Exhibits required by Item 601 of Regulation S-K |
| No. | Description of Exhibit |
| 1.1 | Underwriting Agreement, dated November 20, 2024 by and between the Company and Kingswood Capital Partners, LLC, as representative of the underwriters listed on Schedule A thereto (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference)(File No. 001-42417). |
| 3.1 | Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Form S-1/A Registration Statement (Amendment No. 1), filed with the Securities and Exchange Commission on March 17, 2023, and incorporated herein by reference)(File No. 333-269932). |
| 3.2 | Certificate of Amendment to Certificate of Incorporation, filed with the Secretary of State on December 15, 2021 (filed as Exhibit 3.2 to the Company’s Form S-1/A Registration Statement (Amendment No. 1), filed with the Securities and Exchange Commission on March 17, 2023, and incorporated herein by reference)(File No. 333-269932). |
| 3.3 | Amended & Restated Certificate of Incorporation of the Company (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference)(File No. 001-42417). |
| 3.4 | Bylaws of CO2 Energy Transitions Corp. (filed as Exhibit 3.4 to the Company’s Form S-1/A Registration Statement (Amendment No. 1), filed with the Securities and Exchange Commission on March 17, 2023, and incorporated herein by reference)(File No. 333-269932). |
| 4.1 | Warrant Agreement, dated November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, LLC (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference)(File No. 001-42417). |
| 4.2 | Rights Agreement, dated November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, LLC (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference)(File No. 001-42417). |
| 4.3 | Description of Registrant’s Securities (filed as Exhibit 4.3 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2025, and incorporated herein by reference)(File No. 001-42417) |
| 10.1 | Promissory Note, dated April 20, 2024, issued to CO2 Energy Transfer, LLC (filed as Exhibit 10.1 to the Company’s Form S-1/A Registration Statement (Amendment No. 5), filed with the Securities and Exchange Commission on May 3, 2023, and incorporated herein by reference)(File No. 333-269932). |
| 10.2 | Revised Securities Subscription Agreement, dated December 1, 2023, between the Registrant and CO2 Energy Transition, LLC as amended and restated (filed as Exhibit 10.5 to the Company’s Form S-1/A Registration Statement (Amendment No. 3), filed with the Securities and Exchange Commission on March 22, 2024, and incorporated herein by reference)(File No. 333-269932). |
| 10.3 | Letter Agreement, dated November 20, 2024, by and among the Company and its officers, directors and the Sponsor (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference)(File No. 001-42417). |
| 10.4 | Investment Management Trust Agreement, dated November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, LLC (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference)(File No. 001-42417). |
| 10.5 | Registration Rights Agreement, dated November 20, 2024, by and among the Company and certain security holders (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference)(File No. 001-42417). |
| 10.6 | Administrative Services Agreement, dated November 20, 2024, by and between the Company and the Sponsor (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference)(File No. 001-42417). |
| 10.7 | Indemnity Agreement, dated as of November 20, 2024, by and between the Company and each of the officers and directors of the Company (filed as Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference) (File No. 001-42417). |
| 10.8 | Private Placement Units Purchase Agreement, dated November 20, 2024, by and between the Company and the Sponsor (filed as Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 25, 2024, and incorporated herein by reference)(File No. 001-42417). |
| 10.9 | Convertible Promissory Note, dated March 31, 2025, and entered into on April 15, 2025, by and between CO2 Energy Transition Corp. and CO2 Energy Transition, LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 21, 2025, and incorporated herein by reference)(File No. 001-42417) |
| 14.1 | Code of Ethics and Business Conduct (filed as Exhibit 14.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2025, and incorporated herein by reference)(File No. 001-42417) |
| 16.1 | Letter from BDO USA, P.C. (filed as Exhibit 16.1 to the Company’s Form S-1/A Registration Statement (Amendment No. 2), filed with the Securities and Exchange Commission on January 9, 2024, and incorporated herein by reference)(File No. 333-269932). |
| 19.1 | CO2 Energy Transition Corp. Policy on Insider Trading (filed as Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2025, and incorporated herein by reference)(File No. 001-42417) |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1** | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2** | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | CO2 Energy Transition Corp. Clawback Policy (filed as Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 31, 2025, and incorporated herein by reference)(File No. 001-42417) |
| 101.INS* | Inline XBRL Instance Document |
| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Inline XBRL for the cover page of this Annual Report on Form 10-K, included in the Exhibit 101 Inline XBRL Document Set* |
| * | Filed herewith. |
| ** | Furnished herewith. |
The Company does not have any subsidiaries.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.