CO2 Energy Transition Corp.

Item 1A. Risk Factors

The significant factors known to us that could materially adversely affect our business, financial condition, or operating results are described in the Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the Securities and Exchange Commission on March 16, 2026. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations. As of the date of this Quarterly Report on Form 10-Q, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K, which are incorporated by reference herein.

, other than as set forth below.

The redemption of approximately 85% of our Public Shares in July 2026 has substantially reduced the amount held in the Trust Account and our public float, which may make it more difficult for us to consummate an initial Business Combination.

In connection with the Annual Meeting held on July 21, 2026, holders of 5,869,285 Public Shares, representing approximately 85% of our outstanding Public Shares, exercised their right to redeem such shares for a pro rata portion of the Trust Account. As a result, 1,030,715 Public Shares remain outstanding and the amount held in the Trust Account has been substantially reduced. Less cash is therefore available to fund an initial Business Combination, which may make us a less attractive partner to prospective target businesses, may require us to obtain additional third-party or affiliate financing on terms that may not be favorable to us or that may not be available at all, and may make it more difficult to satisfy any minimum cash condition contained in a definitive agreement for an initial Business Combination. Our reduced public float may also adversely affect the liquidity and trading price of our securities and our ability to continue to satisfy the continued listing standards of Nasdaq.

In addition, we expect to remain dependent on our Sponsor to fund the monthly extension payments of $30,921.45 required to extend the Combination Period, as well as our working capital requirements, through the issuance of promissory notes. Our Sponsor is under no obligation to provide such funding and may decline to do so. If our Sponsor does not fund these amounts, we may be unable to extend the Combination Period or to continue operations, in which case we would be required to cease all operations except for the purpose of winding up, redeem the Public Shares and liquidate. In that event, our public stockholders would receive only their pro rata portion of the Trust Account and our warrants and rights would expire worthless.