CO2 Energy Transition Corp.
For the period ended Jun 30, 2026. Filed Aug 13, 2026.
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.
Jun 30, 2026 · Filed Aug 13, 2026
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 2026-03-31; filed 2026-05-15.
0001213900-26-056909
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-13.
0001213900-26-089116
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 63 previous paragraphs and 64 current paragraphs.
48 unchanged; 10 reworded; 6 added; 4 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 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 (6)
Current report
On July 21, 2026, we held an Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting our stockholders approved the amendment to the Company’s Amended and Restated Certificate of Incorporation, to extend the date by which we have to consummate a business combination up to eleven (11) times, each such extension for an additional one (1) month period, from July 22, 2026 to June 22, 2027, provided that we deposit into the trust account established in connection with the Company’s initial public offering the sum of the lesser of (i) $50,000 and (ii) $0.03 per Public Share that remains outstanding for each one month extended. Our stockholders approved an amendment to the Company’s investment management trust agreement, dated as of November 20, 2024, by and between the Company and Continental Stock Transfer & Trust Company, to provide that the time for us to complete our initial business combination under the Trust Agreement from July 22, 2026, to June 22, 2027. In connection with the stockholders’ vote at the Annual Meeting 5,869,285 shares of common stock were tendered for redemption at a redemption price of approximately $10.57 per share, resulting in an aggregate payment from the Trust Account of $62,050,810. As a result of the redemptions, an extension payment of $30,921.45 will be required for each monthly extension. We have extended through August 22, 2026.
Current report
For the six months ended June 30, 2026, cash provided by financing activities was $297,823.
Current report
For the three months ended June 30, 2026, we had net income of $327,572, which consists of interest income on investments held in the trust account of $637,095, offset by operating costs of $182,348, and provision for income taxes of $127,175.
Current report
For the six months ended June 30, 2026, we had net income of $636,734, which consists of interest income on investments held in the trust account of $1,269,249, offset by operating costs of $379,077, and provision for income taxes of $253,438.
Current report
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 report
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.
Removed paragraphs (4)
Previous report
If the Board of Directors anticipates that the Company may not be able to consummate an initial business combination by May 22, 2026 (which is currently the case), the Board of Directors, by resolution, may extend the period of time to consummate an initial Business Combination up to six times, each by an additional one month (for a total of up to 24 months to complete a Business Combination), in order to extend the time available for the Company to consummate an initial Business Combination. In such case, our sponsor or its affiliates or designees must deposit into the trust account $229,700 ($0.0333 per share) on or prior to the date of the applicable deadline, for each one-month extension.
Previous report
As of the date of this filing, the Board of Directors currently anticipates extending the period of time to consummate an initial Business Combination for one month, and the Company plans to pay an extension fee of approximately $229,700 that is due on May 22, 2026 for such one month extension. Such funds are expected to be borrowed from CO2 Energy Transition, LLC, the Sponsor, pursuant to a to-be entered into loan agreement.
Previous report
For the three months ended March 31, 2026, we had net income of $309,162, which consists of interest income on investments held in the trust account of $632,154, offset by operating costs of $196,729, and provision for income taxes of $126,263.
Previous report
For the three months ended March 31, 2025, we had net income of $406,402, which consists of interest income on investments held in the trust account of $725,763, offset by operating costs of $170,720, provision for income taxes of $146,016, and interest expense of $2,625.
Reworded paragraphs (10)
Previous wording
As of March 31, 2026, the Company had $26,108 in cash and a working capital surplus of $129,819.
Current wording
As of June 30, 2026, the Company had $7,175 in cash and a working capital deficit of $409,404.
Previous wording
For the three months ended March 31, 2026, cash used in operating activities was $1,136,481. Net income of $309,162 was impacted by interest earned on marketable securities held in the trust account of $632,154, and changes in operating assets and liabilities used $813,489 of cash.
Current wording
For the six months ended June 30, 2026, cash used in operating activities was $1,223,537. Net income of $636,734 was impacted by interest earned on marketable securities held in the trust account of $1,269,249, and changes in operating assets and liabilities used $591,022 of cash.
Previous wording
For the three months ended March 31, 2025, cash used in operating activities was $337,343. Net income of $406,402 was impacted by interest earned on marketable securities held in the trust account of $725,763, and changes in operating assets and liabilities provided $17,982 of cash.
Current 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 $66,409 of cash.
Previous wording
For the three months ended March 31, 2026, cash provided by investing activities was $874,988, representing cash interest withdrawn from the Trust Account to pay taxes.
Current wording
For the six months ended June 30, 2026, cash provided by investing activities was $645,288, representing cash interest withdrawn from the Trust Account to pay taxes.
Previous wording
For the three months ended March 31, 2025, cash provided by investing activities was $15,683, representing cash interest withdrawn from the Trust Account to pay taxes.
Current 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.
Previous wording
For the three months ended March 31, 2026 and 2025, no cash was used in financing activities.
Current wording
For the six months ended June 30, 2025, no cash was used in financing activities.
Previous wording
As of March 31, 2026, we had investments of $71,871,061 held in the trust account. Through March 31, 2026, we have withdrawn $954,879 of interest earned from the trust account to pay taxes.
Current wording
As of June 30, 2026, we had investments of $72,737,856 held in the trust account. Through June 30, 2026, we have withdrawn $874,988 of interest earned from the trust account to pay taxes.
Previous wording
As of March 31, 2026, we had cash of $26,108. 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 June 30, 2026, we had cash of $7,175. 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 addition, if we are unable to complete a Business Combination by May 22, 2026, unless extended for further 6 months, then the Company will cease all operations except for the purpose of liquidating. We cannot be assured that our plans to consummate an initial Business Combination will be successful.
Current wording
In addition, if we are unable to complete a Business Combination by June 22, 2027, then the Company will cease all operations except for the purpose of liquidating. We cannot be assured that our plans to consummate an initial Business Combination will be successful.
Previous wording
We have not considered the effect of the warrants sold in the initial public offering and the concurrent private placement to purchase an aggregate of 7,165,000 warrants in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share are the same as basic earnings per common share for the period.
Current wording
We have not considered the effect of the warrants sold in the initial public offering and the concurrent private placement to purchase an aggregate of 6,900,000 warrants in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per common share are the same as basic earnings per common share for the period.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
As discussed in greater detail above, if we are unable to complete a Business Combination by May 22, 2026, unless such date is extended (as discussed below), then the Company will cease all operations except for the purpose of liquidating. We cannot be assured that our plans to consummate an initial Business Combination will be successful.