NOEM

Business Context and Reporting Period

Company: CO2 Energy Transition Corp. (NOEM)

Filing Type: Form 10-Q (Quarterly Report)

Period Ended: June 30, 2025

Business Overview: The Company is a blank check company (Special Purpose Acquisition Company) incorporated in Delaware on September 30, 2021. It has not commenced operations and is searching for a target business in the oil, gas, and LNG sectors to effect a business combination. The Company consummated its Initial Public Offering (IPO) on November 22, 2024, raising $69,000,000 in gross proceeds, which are held in a Trust Account.

Key Financial Metrics

Note: The Company has no operating revenue. Net income is derived primarily from interest earned on Trust Account investments.

Material Changes vs. Prior Period

• Profitability Shift: The Company reported a net income of $825,293 for the six months ended June 30, 2025, compared to a net loss of $40,453 for the same period in 2024. This change is driven by interest income of $1,455,374 earned on the Trust Account, which was established following the November 2024 IPO.
• Operating Expenses: General and administrative costs increased significantly to $333,033 for the six months ended June 30, 2025, compared to $40,453 in the prior year period, reflecting the costs of being a public company and searching for a target.
• Cash Position: Cash held outside the Trust Account decreased from $953,069 at December 31, 2024, to $469,288 at June 30, 2025, due to operating cash outflows of $563,672.
• Trust Account Growth: Investments held in the Trust Account increased from $69,310,897 to $70,686,381 due to accrued interest.

Outlook, Risks, and Management Commentary

• Going Concern: Management has determined that the potential liquidity shortfall and the mandatory liquidation if a business combination is not completed raise substantial doubt about the Company's ability to continue as a going concern. The Company must complete a business combination by May 22, 2026 (or up to 24 months with extensions).
• Liquidity Strategy: The Company relies on proceeds from the IPO and a $1,500,000 convertible promissory note (Working Capital Note) available from the Sponsor to fund operations. No amounts were outstanding under the Working Capital Note as of June 30, 2025.
• Redemption Rights: Public shareholders have the right to redeem their shares for a pro rata portion of the Trust Account (approximately $10.19 per share as of June 30, 2025) upon the completion of a business combination or liquidation.
• Risks: Key risks include the inability to complete a business combination within the prescribed timeframe, geopolitical instability affecting the target sector (Oil, Gas, LNG), and the potential for warrants and rights to expire worthless if the company liquidates.
• Recent Personnel Change: On August 8, 2025, the Board of Directors terminated the services of Mr. Mark Mathews as General Counsel.

Investor Verification Checklist

• Trust Account Balance: Verify the current per-share redemption value ($10.19 as of June 30, 2025) and the total interest earned to date.
• Extension Terms: Confirm the specific requirements for extending the business combination deadline (deposit of $0.0333 per share per month) and the final liquidation date (May 22, 2026, subject to extensions).
• Working Capital Availability: Assess the Company's ability to access the $1,500,000 Working Capital Note from the Sponsor if operating cash ($469,288) is depleted before a deal is closed.
• Deferred Underwriting Fees: Note the $2,070,000 deferred underwriting fee liability, which is payable only upon the successful completion of a business combination.
• Share Structure: Distinguish between the 6,900,000 Public Shares (subject to redemption) and the 2,685,750 non-redeemable shares held by the Sponsor and others.