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Item 8. Financial Statements and Supplementary Data

2026-03-16 compared with 2025-03-31 · 757 added, 729 removed, 169 unchanged (90% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY

CO2 ENERGY TRANSITION CORP.

TABLE OF CONTENTS TO FINANCIAL STATEMENTS

Index to Financial Statements

Independent Registered Public Accounting Firm (PCAOB ID #100)

FINANCIAL STATEMENTS

AND SUPPLEMENTARY DATA

ENERGY TRANSITION CORP.

OF CONTENTS TO FINANCIAL STATEMENTS

to Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID #100)

Balance Sheets

3 unchanged sentences

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

1 unchanged sentence

Opinion on the Financial Statements

We have audited the accompanying balance sheets of

CO2 Energy Transition Corp.

(the “Company”) as of December 31, 2024 and 2023 and the related statements of operations, stockholders’

deficit and cash flows for the years ended December 31, 2024 and 2023 and the related notes (collectively referred to as the “financial

We have audited the accompanying balance sheets

of CO2 Energy Transition Corp.

as of December 31, 2025 and 2024, and the related statements of operations, stockholders’ deficit,

and cash flows for the years ended December 31, 2025 and 2024, and the related notes (collectively referred to as the “financial

statements”).

3 unchanged sentences

2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph - Going Concern

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1 to the financial statements, the

Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset

acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities on or before May 22,

The Company lacks the capital resources that are needed to fund its operations for a reasonable period of time, which is generally

considered to be one year from the issuance of the financial statements.

These matters raise substantial doubt about the Company's ability

to continue as a going concern.

Management's plans in regard to these matters are also described in Note 1.

The financial statements do

not include any adjustments that may be necessary should the Company be unable to continue as a going concern.

Basis for Opinion

3 unchanged sentences

a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required

to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations

of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards

of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements

are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform,

an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal

control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal

control over financial reporting.

to be independent with respect to CO2 Energy Transition Corp.

in accordance with the U.S.

federal securities laws and the applicable rules

and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

CO2 Energy Transition Corp.

is not required to have, nor

were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain

an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of

the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

7 unchanged sentences

/s/ WithumSmith+Brown, PC

We have served as the Company’s auditor since 2023.

New York, New York

We have served as CO2 Energy Transition Corp's

auditor since 2023.

March 13, 2026

PCAOB ID Number 100

CO2 ENERGY TRANSITION CORP.

BALANCE SHEETS

ENERGY TRANSITION CORP.

Current assets

1 unchanged sentence

Total Current Assets

Deferred offering costs

Investments held in Trust Account

LIABILITIES AND STOCKHOLDERS’ DEFICIT

LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

Current liabilities

Accrued expenses

Accounts payable and accrued expenses

Accrued offering costs

Income tax payable

Promissory note – related party

Working Capital Note – related party

Total Current Liabilities

1 unchanged sentence

TOTAL LIABILITIES

Commitment and Contingencies (Note 6)

Common stock subject to possible redemption, 6,900,000 shares at redemption value of $ 10.03 per share

Common Stock Subject to Possible Redemption (Note 7)

Common stock subject to possible redemption, 6,900,000 shares issued and outstanding at redemption value of $ 10.35 and $ 10.03 per share as of December 31, 2025 and 2024, respectively

STOCKHOLDERS’ DEFICIT

4 unchanged sentences

40,000,000 shares authorized;

2,685,750 and 2,300,000 shares issued and outstanding at December 31, 2024 and 2023, respectively

2,685,750 shares issued and outstanding at December 31, 2025 and 2024, respectively (excluding 6,900,000 shares subject to possible redemption)

Additional paid-in capital

1 unchanged sentence

( 1,788,774 )

( 1,264,170 )

Total Stockholders’ Deficit

( 1,788,505 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

The accompanying notes

are an integral part of the financial statements.

CO2 ENERGY TRANSITION CORP.

STATEMENTS OF OPERATIONS

For the Year Ended

General and administrative expenses

( 1,263,901 )

TOTAL LIABILITIES, COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ DEFICIT

accompanying notes are an integral part of the financial statements.

ENERGY TRANSITION CORP.

OF OPERATIONS

For the Years Ended

General and administrative costs

Loss from operations

Other income (expense):

Interest earned on investments held in Trust Account

Other (expense) income:

Interest expense

Total other income

Income (loss) before provision for income taxes

Interest earned on investments held in Trust Account

Total other income, net

Income before provision for income taxes

Provision for income taxes

Net income (loss)

$ ( 184,365 )

Basic weighted average shares outstanding, common stock subject to

possible redemption

Basic net income per share, common stock subject to possible redemption

Basic weighted average shares outstanding, common stock subject to possible redemption

Basic and diluted net income per share, common stock subject to possible redemption

Basic weighted average shares outstanding, non-redeemable common stock

Basic net income (loss) per share, non-redeemable common stock

The accompanying notes are an integral part

of the financial statements.

CO2 ENERGY TRANSITION CORP.

STATEMENTS OF CHANGES IN STOCKHOLDERS’

FOR THE YEARS ENDED DECEMBER

31, 2023 AND 2024

Additional Paid-in

Total Stockholders’

Balance — December 31, 2022

$ ( 174,935 )

$ ( 149,935 )

Distributions to Sponsor

Balance — December 31, 2023

Basic and diluted net income per share, non-redeemable common stock

accompanying notes are an integral part of the financial statements.

ENERGY TRANSITION CORP.

OF CHANGES IN STOCKHOLDERS’ DEFICIT

THE YEARS ENDED DECEMBER 31, 2025 AND DECEMBER 31, 2024

Stockholders’

Balance – January 1, 2024

$ ( 361,845 )

$ ( 336,845 )

Accretion for common stock to redemption amount

Accretion of common stock subject to redemption to redemption amount

( 3,511,194 )

8 unchanged sentences

( 1,263,901 )

The accompanying notes are an integral part

of the financial statements.

CO2 ENERGY TRANSITION CORP.

STATEMENTS OF CASH FLOWS

For the Year Ended

Cash Flows from Operating Activities:

Net income (loss)

Accretion of common stock subject to redemption to redemption amount

( 2,176,965 )

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Payment of operation costs through promissory note

( 2,176,965 )

Balance – December 31, 2025

$ ( 1,788,774 )

$ ( 1,788,505 )

accompanying notes are an integral part of the financial statements.

ENERGY TRANSITION CORP.

OF CASH FLOWS

For the Years Ended

Cash Flows from Operating Activities:

Adjustments to reconcile net income to net cash used in operating activities:

Operating expenses paid on behalf of the Company

Interest earned on Investments held in Trust Account

( 2,882,889 )

Changes in operating assets and liabilities:

6 unchanged sentences

( 69,000,000 )

Net cash used in investing activities

Cash withdrawn from Trust Account for income and franchise taxes

Net cash provided by (used in) investing activities

( 69,000,000 )

4 unchanged sentences

Repayment of promissory note - related party

Distributions to Sponsor

Payment of offering costs

1 unchanged sentence

Net Change in Cash

Cash – Beginning of year

Cash – Beginning of period

Cash – End of year

Non-Cash investing and financing activities:

Offering costs included in accrued offering costs

Deferred offering costs paid through promissory note - related

Deferred underwriting fee payable

The accompanying notes are an integral part

of the financial statements.

CO2 ENERGY TRANSITION

Non-cash investing and financing activities and cash paid for income taxes:

Deferred offering costs included in accrued offering costs

Amounts reclassified to promissory note

Cash paid for income taxes

accompanying notes are an integral part of the financial statements.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

DESCRIPTION OF ORGANIZATION AND

BUSINESS OPERATIONS

CO2 Energy Transition Corp.

DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Energy Transition Corp.

(the “Company”) was incorporated in Delaware on September 30, 2021 .

The Company was formed for the purpose of effecting

a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more

businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for purposes of consummating

a Business Combination.

While the Company may pursue an initial business combination target in any industry or geographic location, the

Company intends to focus its search for a target business in the p roduction,

servicing and transportation of Oil, Gas and LNG .

The Company is an early stage and emerging growth company and, as such, the

Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, 2024,

the Company had not commenced any operations.

All activity for the period from September 30, 2021 (inception) through December 31,

2024, relates to the Company’s formation and the initial public offering (the “Initial Public Offering”), which is described

The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement

for the Company’s Initial Public Offering was declared effective on November 12, 2024.

On November 22, 2024, the Company consummated

the Initial Public Offering of 6,900,000 units, with each unit consisting of one share of our common stock, one redeemable warrant, and

one right (the “Units” and, with respect to the shares of common stock included in the Units offered, the “Public Shares”),

which includes the full exercise by the underwriters of their over-allotment option in the amount of 900,000 Units, at $ 10.00 per Unit,

generating gross proceeds of $ 69,000,000 which is described in Note 3.

Each warrant entitles the holder thereof to purchase one share

of our common stock at a price of $ 11.50 per share, subject to adjustment as provided herein and each eight rights entitle the holder

thereof to receive one share of common stock at the closing of a business combination.

On November 22, 2024, the

Company consummated the Initial Public Offering of 6,900,000 Units, which includes the full exercise by the underwriters of their over-allotment

option in the amount of 900,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 69,000,000 .

Simultaneously with the

closing of the Initial Public Offering, the Company consummated the sale of 265,000 units (the “Private Units”) at a price

of $ 10.00 per Private Unit in a private placement to the Company’s sponsor, CO2 Energy Transition, LLC (the “Sponsor”),

The Company was formed for

the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination

with one or more businesses (the “Business Combination”).

The Company is not limited to a particular industry or sector for

purposes of consummating a Business Combination.

While the Company may pursue an initial Business Combination target in any industry

or geographic location, the Company intends to focus its search for a target business in the transitional energy sector.

is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and

emerging growth companies.

of December 31, 2025, the Company had not commenced any operations.

All activity for the period from September 30, 2021 (inception)

through December 31, 2025, relates to the Company’s formation, the initial public offering (the “Initial Public Offering”),

which is described below and identifying a target company for a Business Combination.

The Company will not generate any operating revenues

until after the completion of its initial Business Combination, at the earliest.

The Company generates non-operating income in the form

of interest income from the proceeds derived from the Initial Public Offering.

registration statement for the Company’s Initial Public Offering was declared effective on November 12, 2024.

On November 22, 2024,

the Company consummated the Initial Public Offering of 6,900,000 units, with each unit consisting of one share of our common stock, one

redeemable warrant, and one right (the “Units” and, with respect to the shares of common stock included in the Units offered,

the “Public Shares”), which includes the full exercise by the underwriters of their over-allotment option in the amount of

900,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 69,000,000 which is described in Note 3.

Each warrant entitles the holder

thereof to purchase one share of our common stock at a price of $ 11.50 per share, subject to adjustment as provided herein and each eight

rights entitle the holder thereof to receive one share of common stock at the closing of a Business Combination.

Simultaneously

with the closing of the Initial Public Offering, the Company consummated the sale of 265,000 units (the “Private Units”)

at a price of $ 10.00 per Private Unit in a private placement to the Company’s sponsor, CO2 Energy Transition, LLC (the “Sponsor”),

generating gross proceeds of $ 2,650,000 , which is described in Note 4.

Transaction costs amounted

to $ 3,423,710 consisting of $ 517,500 of cash underwriting discount, $ 2,070,000 of deferred underwriting fees, $ 77,280 fair value of Representative

Shares (as defined in Note 8), and $ 758,930 of other offering costs.

On November 22, 2024, in

connection with the closing of the Initial Public Offering, the underwriters were entitled to a cash underwriting discount of 0.75 % of

the gross proceeds of the Initial Public Offering, or $ 517,500 , which was paid upon the closing of the Initial Public Offering.

Additionally,

the underwriters were entitled to a deferred underwriting discount of 3.00 % of the gross proceeds of the Initial Public Offering, or

$ 2,070,000 , payable upon the closing of an initial Business Combination from the amounts held in the Trust Account, as well as 120,750

representative shares with the fair value of $ 77,268 issued to the underwriters in connection with the closing of the Initial Public

There is no assurance that

the Company will be able to complete a Business Combination successfully.

The Company must complete one or more initial Business Combinations

with one or more operating businesses or assets with a fair market value equal to at least 80 % of the net assets held in the Trust Account

(as defined below) (excluding any deferred underwriting discounts).

The Company will only complete a Business Combination if the post-transaction

company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires a controlling interest

in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,

as amended (the “Investment Company Act”).

Following the closing of

the Initial Public Offering, on November 22, 2024, an amount of $ 69,000,000 ($ 10.00 per Unit) from the net proceeds of the sale of the

Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”), located

in the United States and invested only in U.S.

Each Private Unit consists of one share of our common stock, one

redeemable warrant, and one right with respect to the shares of common stock.

Each warrant entitles the holder thereof to purchase one

share of our common stock at a price of $ 11.50 per share, subject to adjustment and each eight rights entitle the holder thereof to receive

one share of common stock at the closing of a Business Combination.

costs amounted to $ 3,423,710 consisting of $ 517,500 of cash underwriting discount, $ 2,070,000 of deferred underwriting fees, $ 77,280

fair value of Representative Shares (as defined in Note 8), and $ 758,930 of other offering costs.

November 22, 2024, in connection with the closing of the Initial Public Offering, the underwriters were entitled to a cash underwriting

discount of 0.75 % of the gross proceeds of the Initial Public Offering, or $ 517,500 , which was paid upon the closing of the Initial Public

Additionally, the underwriters were entitled to a deferred underwriting discount of 3.00 % of the gross proceeds of the Initial

Public Offering, or $ 2,070,000 , payable upon the closing of an initial Business Combination from the amounts held in the Trust Account,

as well as 120,750 representative shares with the fair value of $ 77,280 issued to the underwriters in connection with the closing of

the Initial Public Offering.

is no assurance that the Company will be able to complete a Business Combination successfully.

The Company must complete one or more

initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80 % of the

net assets held in the Trust Account (as defined below) (excluding any deferred underwriting discounts).

The Company will only

complete a Business Combination if the post-transaction company owns or acquires 50 % or more of the outstanding voting securities of

the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as

an investment company under the Investment Company Act of 1940, as amended (the “Investment Company

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

the closing of the Initial Public Offering, on November 22, 2024, an amount of $ 69,000,000 ($ 10.00 per Unit) from the net proceeds of

the sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust Account”),

located in the United States and invested only in U.S.

government securities, within the meaning set forth in Section 2(a)(16) of

3 unchanged sentences

in the Trust Account, as described below.

The Company will provide

the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion

of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called

to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will seek stockholder

approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will be entitled to

redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per Public Share, plus any

pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights upon the completion of a Business

Combination with respect to the Company’s warrants.

The Company will only proceed

with a Business Combination if the Company seeks stockholder approval, and a majority of the shares voted are voted in favor of the Business

If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not

decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of

Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S.

and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination.

If, however, stockholder

approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder

approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to

the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection with a Business Combination,

the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”) have agreed to

vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of

approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if

they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding the foregoing,

if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer

rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any

other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities

Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares

with respect to more than an aggregate of 15 % of the Public Shares, without the prior consent of the Company.

The Initial Stockholders

have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held by them in connection

with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the Founder Shares if the Company

fails to complete a Business Combination within 18 months (or up to 24 months in certain circumstances) from the closing of

the Initial Public Offering, and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance

or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100 % of its Public

Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect

to any other provision relating to stockholders’ rights or pre-business combination activity, unless the Company provides the Public

Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

However, if the Sponsor acquires

Public Shares in or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust

Account if the Company fails to complete a Business Combination within the Combination Period.

The Company will have until

18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination) from the closing

of the Initial Public Offering to complete a Business Combination (the “Combination Period”).

If the Company has not completed

a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding

up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares,

at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned

on the funds held in the Trust Account and not previously released to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses),

divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights

as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably

Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem

all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder

meeting called to approve the Business Combination or (ii) by means of a tender offer.

The decision as to whether the Company will

seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company.

The Public Stockholders will

be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially $ 10.00 per Public

Share, plus any pro rata interest then in the Trust Account, net of taxes payable).

There will be no redemption rights upon the completion

of a Business Combination with respect to the Company’s warrants.

Company will only proceed with a Business Combination if the Company seeks stockholder approval, and a majority of the shares voted are

voted in favor of the Business Combination.

If a stockholder vote is not required by applicable law or stock exchange listing requirements

and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and

Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender

offer rules of the U.S.

Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior

to completing a Business Combination.

however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company

decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy

solicitation pursuant to the proxy rules and not pursuant to the tender offer rules.

If the Company seeks stockholder approval in connection

with a Business Combination, the holders of the Company’s shares prior to the Initial Public Offering (the “Initial Stockholders”)

have agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering

in favor of approving a Business Combination.

Additionally, each Public Stockholder may elect to redeem their Public Shares without voting,

and if they do vote, irrespective of whether they vote for or against the proposed transaction.

Notwithstanding

the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the

tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder

or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of

the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming

its shares with respect to more than an aggregate of 15 % of the Public Shares, without the prior consent of the Company.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Initial Stockholders have agreed (a) to waive their redemption rights with respect to the Founder Shares and Public Shares held

by them in connection with the completion of a Business Combination, (b) to waive their liquidation rights with respect to the

Founder Shares if the Company fails to complete a Business Combination within 18 months (or up to 24 months in certain

circumstances, discussed below) from the closing of the Initial Public Offering, and (c) not to propose an amendment to the

Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in

connection with a Business Combination or to redeem 100 % of its Public Shares if the Company does not complete a Business

Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to

stockholders’ rights or pre-business combination activity, unless the Company provides the Public Stockholders with the

opportunity to redeem their Public Shares in conjunction with any such amendment.

However, if the Sponsor acquires Public Shares in

or after the Initial Public Offering, such Public Shares will be entitled to liquidating distributions from the Trust Account if the

Company fails to complete a Business Combination within the Combination Period.

If the Board of Directors anticipates that the

Company may not be able to consummate an initial business combination by May 22, 2026, 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, 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.

Company will have until 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination)

from the closing of the Initial Public Offering to complete a Business Combination (the “Combination Period”).

If the Company

has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the

purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem

the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including

interest earned on the funds held in the Trust Account and not previously released to pay taxes (less up to $ 100,000 of interest to pay

dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’

rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably

possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board

3 unchanged sentences

to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination

The Initial Stockholders

have agreed to waive their liquidation rights with respect to the Founder Shares and shares of common stock part of, and issuable in

connection with, the Private Placement Units, if the Company fails to complete a Business Combination within the Combination Period.

However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares will be entitled

to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.

Risks and Uncertainties

The United States and global

markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict

and the recent escalation of the Israel-Hamas conflict.

In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty

Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the

European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals

and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication

payment system.

Certain countries, including the United States, have also provided and may continue to provide military aid or other

assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations.

The invasion of Ukraine by Russia and

the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO,

the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global

security concerns that could have a lasting impact on regional and global economies.

Although the length and impact of the ongoing conflicts

are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital

markets, as well as supply chain interruptions and increased cyberattacks against U.S.

Additionally, any resulting sanctions

or further developments could impact the global economy and financial markets and lead to instability and lack of liquidity in capital

Any of the above mentioned

factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian

invasion of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect

the Company’s search for an initial business combination and any target business with which the Company may ultimately consummate

an initial business combination.

Liquidity and Capital Resources

As of December 31, 2024,

the Company had $ 953,069 in cash and working capital of $ 728,460 .

In connection with the Company’s assessment of going concern

considerations in accordance with Accounting Standards Codification (“ASC”) 205-40 “Going Concern,” and through

the consummation of the Initial Public Offering on November 22, 2024, the Company has sufficient funds for the working capital needs

of the Company until a minimum of one year from the date of issuance of these financial statements.

The Company cannot be assured that

its plans to consummate an Initial Business Combination will be successful.

The Company does not believe

it will need to raise additional funds in order to meet the expenditures required for operating its business.

However, if the estimate

of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than

the actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to the initial

Business Combination.

SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The accompanying financial

statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”)

and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

The Company is an “emerging

growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified

by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from

various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not

limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements

of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously

Further, Section 102(b)(1)

of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until

private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class

of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial

accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the

requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

The Company has elected not

to opt out of such extended transition period which means that when a standard is issued or revised and it has different application

dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time

private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements with another

public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition

period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial

statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and

liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses

during the reporting period.

Making estimates requires

management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of a condition, situation

or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate,

could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ significantly

from those estimates.

Cash and Cash Equivalents

The Company considers all

short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

As of December 31, 2024

and 2023, the Company had $ 953,069 and $ 2,112 in cash, respectively, and no cash equivalents.

Investments in Trust Account

At December 31, 2024 and

2023, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

Initial Stockholders have agreed to waive their liquidation rights with respect to the Founder Shares and shares of common stock part

of, and issuable in connection with, the Private Placement Units, if the Company fails to complete a Business Combination within the

Combination Period.

However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, such Public Shares

will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the

Combination Period.

of January 16, 2025, the holders of the Units issued in the Company’s Initial Public Offering have the right to elect to separately

trade the Public Shares, the Public Warrants and Public Rights included in the Units.

No fractional Public Rights will be issued upon

separation of the Units and only whole Public Rights will trade.

The Public Shares, Public Warrants and Public Rights that are separated

will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “NOEM”, “NOEMW” and “NOEMR,”

respectively.

Those Units not separated will continue to trade on the Nasdaq under the symbol “NOEMU.”

and Uncertainties

United States and global markets have experienced, and may continue to experience, significant volatility and disruption as a result

of geopolitical instability, including the ongoing Russia-Ukraine conflict, an escalation of the ongoing Israel-Hamas conflict and

broader instability in the Middle East, as well as other existing or emerging geopolitical tensions.

In response to the

Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) has deployed additional military forces to

eastern Europe, and the United States, the United Kingdom, the European Union and other countries have imposed extensive sanctions

and other restrictive measures against Russia, Belarus and related individuals and entities, including restrictions on certain

financial institutions and access to global payment systems.

Certain countries, including the United States, have also provided, and

may continue to provide, military aid or other assistance to Ukraine and to Israel, which may further increase geopolitical tensions

among a number of nations.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

conflicts and related developments have heightened global security concerns and have contributed to, and may continue to contribute to,

significant volatility in commodity prices (including energy), inflationary pressures, disruptions to global trade routes and supply

chains, instability and reduced liquidity in credit and capital markets, heightened interest rates, increased cyberattacks (including

state-sponsored or retaliatory cyber activity) and a decrease in willingness of investors to embrace risk.

In addition, current and future

sanctions, export controls, foreign investment restrictions and other regulatory actions could increase compliance costs, limit business

operations or financing alternatives, or adversely affect the ability of companies to engage in cross-border transactions.

the duration, scope and ultimate impact of these conflicts and related geopolitical developments are highly uncertain and difficult to

predict, any escalation, continuation or expansion of these or other geopolitical events could adversely affect global economic conditions

and financial markets.

Any of these factors, or other negative impacts on the global economy, capital markets or geopolitical conditions,

could materially and adversely affect the Company’s ability to identify, negotiate and consummate an initial Business Combination,

including by limiting the availability of financing, reducing the number of attractive target businesses, increasing transaction costs,

delaying transaction timelines or adversely affecting the operations, valuation or prospects of any target business with which the Company

may ultimately consummate, or seek to consummate, an initial Business Combination.

Capital Resources and Going Concern

of December 31, 2025, the Company had $ 287,601 in cash and a working capital deficit of $ 422,177 .

The Company’s liquidity

needs through December 31, 2025, have been satisfied through proceeds from the consummation of the Initial Public Offering on November

22, 2024, as well as the issuance of the $ 1,500,000 promissory note to the Sponsor on April 15, 2025, which was dated

March 31, 2025, and borrowings thereunder.

The Company withdrew $ 79,891 for payment of income and franchise taxes in 2025.

addition, if the Company is unable to complete a Business Combination by May 22, 2026, unless extended further for up to 6 months, then

the Company will cease all operations except for the purpose of liquidating.

The Company cannot be assured that its plans to consummate

an initial Business Combination will be successful.

connection with the Company’s assessment of going concern considerations in accordance with Accounting Standards Codification (“ASC”)

205-40 “Going Concern,” Management has determined that the potential liquidity shortfall and the mandatory liquidation raise

substantial doubt about the Company’s ability to continue as a going concern.

These financial statements do not include any adjustments

relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be

required to liquidate after May 22, 2026.

SIGNIFICANT ACCOUNTING POLICIES

of Presentation

accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America

(“GAAP”) and pursuant to the rules and regulations of the SEC.

Growth Company

Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the

“Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it

may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are

not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements

of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic

reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation

and stockholder approval of any golden parachute payments not previously approved.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting

standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do

not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new

or revised financial accounting standards.

The JOBS Act provides that a company can elect to opt out of the extended transition period

and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable.

has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different

application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard

at the time private companies adopt the new or revised standard.

This may make comparison of the Company’s financial statements

with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the

extended transition period, difficult or impossible because of the potential differences in accounting standards used.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of expenses during the reporting period.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating

its estimate, could change in the near term due to one or more future confirming events.

Accordingly, the actual results could differ

significantly from those estimates.

and Cash Equivalents

Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.

As of December 31, 2025 and 2024, the Company had $ 287,601 and $ 953,069 in cash, respectively, and no cash equivalents.

in Trust Account

of December 31, 2025 and 2024, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

government securities.

The Company accounts for its investments as trading securities under ASC 320 (Investments—Debt and Equity Securities), where securities

are presented at fair value on the balance sheets.

Gains and losses resulting from the change in fair value of investments held in the

Trust Account are included in interest earned on investments held in the Trust Account in the statements of operations.

Concentration of Credit Risk

Financial instruments that

potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times,

may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access to such funds

could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

Offering Costs

The Company complies with

the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”.

costs consist principally of professional and registration fees that are related to the Initial Public Offering.

The Company accounts for its investments as trading securities under ASC 320 “Investments—Debt and

Equity Securities”, where securities are presented at fair value on the balance sheets.

Gains and losses resulting from the change

in fair value of investments held in the Trust Account are included in interest earned on investments held in the Trust Account in the

statements of operations.

Concentration

of Credit Risk

instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution,

which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000 .

Any loss incurred or a lack of access

to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Company complies with the requirements of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering”.

Offering costs consist principally of professional and registration fees that are related to the Initial Public Offering.

Financial Accounting

6 unchanged sentences

allocated to Public Shares were charged to temporary equity, and offering costs allocated to Public Rights, Public Warrants and Private

Units were charged to stockholders’ deficit, as Public and Private Rights and Warrants, after management’s evaluation, were accounted

for under equity treatment.

Fair Value of Financial Instruments

The fair value of the Company’s

assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,”

approximates the carrying amounts represented in the balance sheets, primarily due to its short-term nature.

The Company follows the

asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities

are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts

of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured using enacted tax

rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

As of December 31, 2024 and

2023, the Company had $ 0 and $ 4,600 , respectively, of U.S.

federal net operating loss carryovers available to offset future taxable income.

Net operating loss carryovers are indefinite lived for future offsets.

In assessing the realization of the deferred tax assets, management

considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized.

The ultimate realization

of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing

net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future

taxable income and tax planning strategies in making this assessment.

After consideration of all of the information available, management

believes that significant uncertainty exists with respect to future realization of deferred tax assets and therefore established a full

valuation allowance of $ 137,671 and $ 90,211 as of December 31, 2024 and 2023, respectively.

ASC 740 prescribes a recognition

threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be

taken in a tax return.

Units were charged to stockholders’ deficit, as Public and Private Rights and Warrants, after management’s evaluation, were

accounted for under equity treatment.

Value of Financial Instruments

fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair

Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets, primarily due to its

short-term nature.

Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax

assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements

carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred tax assets and liabilities are measured

using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included

the enactment date.

Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be

Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”).

ASC 740 requires the recognition

of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets

and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards.

ASC 740 additionally

requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not

As of December 31, 2025 and 2024, the Company had a full valuation allowance against the deferred tax assets.

740 also clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements and prescribes

a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected

to be taken in a tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

There were no unrecognized tax benefits as of December 31, 2024 and 2023.

The Company recognizes accrued interest

and penalties related to unrecognized tax benefits as income tax expense (benefit).

No amounts were accrued for the payment of interest

and penalties as of December 31, 2024 and 2023.

The Company is currently

not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Company has been subject to income tax examinations by major taxing authorities since inception.

Net Income (Loss) per Common Stock

The Company complies

with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net income (loss) per common stock is

computed by dividing net income (loss) by the weighted average number of common stock outstanding during the period, excluding

common stock subject to forfeiture.

Weighted average stock was reduced for the effect of an aggregate of 300,000 shares of common

stock that are subject to forfeiture if the option to purchase additional units is not exercised in full by the underwriters.

closing of the Initial Public Offering on November 22, 2024, the underwriters exercised their over-allotment option in full.

such, the 300,000 Founder Shares are no longer subject to forfeiture.

As of December 31, 2024 and 2023, the Company did not have any

dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the

earnings of the Company.

As a result, diluted loss per common stock is the same as basic income (loss) per common stock for the

periods presented.

The following table reflects

the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):

For the Year Ended December 31,

ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim

period, disclosure and transition.

The Company’s effective tax rate was 26.0 % and 95.9 % for the years ended December 31, 2025, and 2024, respectively.

The effective

tax rate differs from the statutory tax rate of 21 % due to the valuation allowance on the deferred tax assets.

Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

There were no unrecognized

tax benefits and no amounts accrued for interest and penalties as of December 31, 2025 and 2024.

The Company is currently not aware of

any issues under review that could result in significant payments, accruals or material deviation from its position.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Company has identified the United States as its only “major” tax jurisdiction.

The Company may be subject to potential examination

by federal and state taxing authorities in the areas of income taxes.

These potential examinations may include questioning the timing

and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws.

The Company’s

management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Income per Common Stock Share

Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has

two classes of shares outstanding, 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 per common share is calculated by dividing the net income by the weighted

average shares of common stock outstanding for the respective period.

calculation of diluted net income does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering

(including the consummation of the Over-allotment) and the private placement warrants to purchase an aggregate of 7,165,000 shares of

common stock in the calculation of diluted income per share, because their exercise is contingent upon future events.

As a result, diluted

net income per share is the same as basic net income per share for the three and nine months ended December 31, 2025 and 2024.

associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

following table reflects the calculation of basic and diluted net income per common stock share:

For the Years Ended December 31,

Non-redeemable

Basic net income (loss) per common stock

Allocation of net income (loss)

$ ( 184,365 )

Basic weighted average common stock outstanding

Basic net income (loss) per common stock

Derivative Financial Instruments

The Company accounts for

derivative financial instruments in accordance with ASC 815, “Derivatives and Hedging”.

For derivative financial instruments

that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance and remeasured

at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of derivative financial

instruments is evaluated at the end of each reporting period.

There were no derivative financial instruments as of December 31, 2024

Warrant and Right Instruments

The Company accounted for

the Public Warrants and Private Warrants and Public Rights and Private Rights issued in connection with the Initial Public Offering and

the private placement in accordance with the guidance contained in FASB ASC Topic 815 “Derivatives and Hedging”.

the Company evaluated and classified the warrant and right instruments under equity treatment.

Common Stock Subject to Possible Redemption

The Public Shares contain

a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s liquidation, or if

there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination.

In accordance with ASC

480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not

solely within the control of the Company.

The Public Shares sold as part of the Units in the Initial Public Offering were issued with

other freestanding instruments (i.e., Public Warrants and Public Rights) and as such, the initial carrying value of Public Shares classified

as temporary equity are the allocated proceeds determined in accordance with ASC 470-20.

The Company recognizes changes in redemption

value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each

reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book

value to redemption amount value.

The change in the carrying value of redeemable shares will result in charges against additional paid-in

capital (to the extent available) and accumulated deficit.

Accordingly, at December 31, 2024 and 2023, common stock subject to possible

redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s

balance sheets, respectively.

At December 31, 2024 and 2023, the common stock subject to possible redemption reflected in the balance

sheet is reconciled in the following table:

Basic and diluted net income per common stock share

Allocation of net income

Basic and diluted weighted average common stock outstanding

Basic and diluted net income per common stock share

Financial Instruments

Company accounts for derivative financial instruments in accordance with ASC 815, “Derivatives and Hedging”.

For derivative

financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value upon issuance

and remeasured at each reporting date, with changes in the fair value reported in the statements of operations.

The classification of

derivative financial instruments is evaluated at the end of each reporting period.

There were no derivative financial instruments as

of December 31, 2025 and 2024.

and Right Instruments

Company accounted for the Public Warrants and Private Warrants and Public Rights and Private Rights issued in connection with the Initial

Public Offering and the private placement in accordance with the guidance contained in FASB ASC Topic 815 “Derivatives and Hedging”.

Accordingly, the Company evaluated and classified the warrant and right instruments under equity treatment.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Stock Subject to Possible Redemption

Public Shares contain a redemption feature which allows for the redemption of such Public Shares in connection with the Company’s

liquidation, or if there is a stockholder vote or tender offer in connection with the Company’s initial Business Combination.

accordance with ASC 480-10-S99, the Company classifies Public Shares subject to redemption outside of permanent equity as the redemption

provisions are not solely within the control of the Company.

The Public Shares sold as part of the Units in the Initial Public Offering

were issued with other freestanding instruments (i.e., Public Warrants and Public Rights) and as such, the initial carrying value of

Public Shares classified as temporary equity are the allocated proceeds determined in accordance with ASC 470-20.

The Company recognizes

changes in redemption value immediately as it occurs and will adjust the carrying value of redeemable shares to equal the redemption

value at the end of each reporting period.

Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion

from initial book value to redemption amount value.

The change in the carrying value of redeemable shares will result in charges against

additional paid-in capital (to the extent available) and accumulated deficit.

Accordingly, at December 31, 2025 and 2024, common stock

subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ deficit section

of the Company’s balance sheets, respectively.

At December 31, 2025 and 2024, the common stock subject to possible redemption reflected

in the balance sheets is reconciled in the following table:

Gross proceeds

5 unchanged sentences

Common stock subject to possible redemption, December 31, 2024

Recent Accounting Standards

In November 2023, the FASB

issued ASU 2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

The amendments

in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided

to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in

the reported measure of segment profit or loss.

The ASU requires that a public entity disclose the title and position of the

CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding

how to allocate resources.

Public entities will be required to provide all annual disclosures currently required by Topic 280 in

interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments

in this ASU and existing segment disclosures in Topic 280.

This ASU is effective for fiscal years beginning

after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

Management does not believe

that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the

Company’s financial statements.

Remeasurement of carrying value to redemption value

Common stock subject to possible redemption, December 31, 2025

Accounting Standards

does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material

effect on the Company’s financial statements.

INITIAL PUBLIC OFFERING

In the Initial Public Offering

which closed on November 22, 2024, the Company sold 6,900,000 Units, at a purchase price of $ 10.00 per Unit, which includes the full

exercise by the underwriters of their over-allotment option in the amount of 900,000 Units.

Each Unit consists of one common stock, one

right (“Public Right”) and one redeemable warrant (“Public Warrant”).

Each Public Right entitles the holder thereof

to receive one-eighth (1/8) of one share of common stock upon the consummation of a Business Combination (see Note 7).

Each Public Warrant

entitles the holder to purchase one share of common stock at an exercise price of $ 11.50 per share (see Note 7).

the Initial Public Offering which closed on November 22, 2024, the Company sold 6,900,000 Units, at a purchase price of $ 10.00 per Unit,

which includes the full exercise by the underwriters of their over-allotment option in the amount of 900,000 Units.

Each Unit consists

of one share of common stock, one right (“Public Right”) and one redeemable warrant (“Public Warrant”).

Public Right entitles the holder thereof to receive one-eighth (1/8) of one share of common stock upon the consummation of a Business

Combination (see Note 7).

Each Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $ 11.50

per share (see Note 7).

PRIVATE PLACEMENT

Simultaneously with the

closing of the Initial Public Offering, the Sponsor purchased an aggregate of 265,000 Private Units at a price of $ 10.00 per Private

Unit, for an aggregate purchase price of $ 2,650,000 in a private placement.

Each Private Unit consists of one Private Share, one right

(“Private Right”) and one redeemable warrant (“Private Warrant”).

Each Private Right entitles the holder thereof

to receive one-eighth (1/8) of one share of common stock upon the consummation of a Business Combination (see Note 7).

Each whole Private

Warrant is exercisable for one share of common stock at a price of $ 11.50 per share, subject to adjustment (see Note 7).

from the sale of the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account.

Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Units held

in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the

Private Units and all underlying securities will expire worthless.

Simultaneously

with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 265,000 Private Units at a price of $ 10.00

per Private Unit, for an aggregate purchase price of $ 2,650,000 in a private placement.

Each Private Unit consists of one Private

Share, one right (“Private Right”) and one redeemable warrant (“Private Warrant”).

Each Private Right

entitles the holder thereof to receive one-eighth (1/8) of one share of common stock upon the consummation of a Business Combination

(see Note 7).

Each whole Private Warrant is exercisable for one share of common stock at a price of $ 11.50 per share, subject to

adjustment (see Note 7).

The proceeds from the sale of the Private Units were added to the net proceeds from the Initial Public

Offering held in the Trust Account.

If the Company does not complete a Business Combination within the Combination Period, the

proceeds from the sale of the Private Units held in the Trust Account will be used to fund the redemption of the Public Shares

(subject to the requirements of applicable law) and the Private Units and all underlying securities will expire

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

RELATED PARTIES

Founder Shares

On January 13, 2022,

the Sponsor entered into a subscription agreement and paid $ 25,000 to cover certain offering costs of the Company in consideration for

3,593,750 shares of common stock (the “Founder Shares”).

In connection with a reduction in the planned size of the Initial

Public Offering, the Sponsor amended and restated the subscription agreement on October 10, 2022 to provide for a subscription of

January 13, 2022, the Sponsor entered into a subscription agreement and paid $ 25,000 to cover certain offering costs of the Company

in consideration for 3,593,750 shares of common stock (the “Founder Shares”).

In connection with a reduction in the planned

size of the Initial Public Offering, the Sponsor amended and restated the subscription agreement on October 10, 2022 to provide

for a subscription of 2,300,000 shares of common stock.

On December 28, 2022, in connection with a change in the terms of the offering,

the Sponsor further amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of common stock.

On December 1, 2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000

shares of common stock.

On December 28, 2022, in connection with a change in the terms of the offering, the Sponsor further

amended and restated the subscription agreement to provide for a subscription of 3,066,667 shares of common stock.

On December 1,

2023, the Sponsor further amended and restated the subscription agreement to provide for a subscription of 2,300,000 shares of common

All shares have been retrospectively presented so that the total Founder Shares issued total 2,300,000 shares of common stock.

The Founder Shares included an aggregate of up to 300,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment

was not exercised in full, so that the number of Founder Shares would equal, on an as-converted basis, approximately 25 % of the Company’s

issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor did not purchase any Public Shares in the

Initial Public Offering).

At the closing of the Initial Public Offering on November 22, 2024, the underwriters exercised their over-allotment

option in full.

All shares have been retrospectively presented so that the total Founder Shares issued total 2,300,000 shares

of common stock.

The Founder Shares included an aggregate of up to 300,000 shares subject to forfeiture to the extent that the underwriters’

over-allotment was not exercised in full, so that the number of Founder Shares would equal, on an as-converted basis, approximately 25 %

of the Company’s issued and outstanding common stock after the Initial Public Offering (assuming the Sponsor did not purchase any

Public Shares in the Initial Public Offering).

At the closing of the Initial Public Offering on November 22, 2024, the underwriters exercised

their over-allotment option in full.

As such, the 300,000 Founder Shares are no longer subject to forfeiture.

The Initial Stockholder

has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one

year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported

sale price of the common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,

recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days

after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other

similar transaction that results in all of the Public Stockholders having the right to exchange their shares of common stock for cash,

securities or other property.

Promissory Note — Related

On January 8, 2022,

the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to which the Company could

borrow up to an aggregate principal amount of $ 400,000 .

On February 15, 2023, the Company amended the Promissory Note’s principal

amount from $ 400,000 to $ 450,000 .

On April 20, 2024, the Company further amended the Promissory Note’s principal amount from

$ 450,000 to $ 800,000 .

The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31, 2025 or (ii) the

consummation of the Initial Public Offering.

As of December 31, 2024 and 2023, there was $ 11,730 and $ 432,880 , respectively, outstanding

under the Promissory Note.

On November 22, 2024, upon the closing of the Initial Public Officer, the Company repaid the note and borrowings

with the exception of $ 11,730 which remains outstanding under the note.

Initial Stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the

earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination,

(x) if the last reported sale price of the common stock equals or exceeds $ 12.00 per share (as adjusted for stock splits, stock

capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading day period

commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger,

capital stock exchange or other similar transaction that results in all of the Public Stockholders having the right to exchange their

shares of common stock for cash, securities or other property.

Note — Related Party

January 8, 2022, the Sponsor issued an unsecured promissory note to the Company (the “Promissory Note”), pursuant to

which the Company could borrow up to an aggregate principal amount of $ 400,000 .

On February 15, 2023, the Company amended the Promissory

Note’s principal amount from $ 400,000 to $ 450,000 .

On April 20, 2024, the Company further amended the Promissory Note’s

principal amount from $ 450,000 to $ 800,000 .

The Promissory Note was non-interest bearing and payable on the earlier of (i) December 31,

2025, or (ii) the consummation of the Initial Public Offering.

As of December 31, 2025 and 2024, there was $0 and $ 11,730 outstanding

under the Promissory Note, respectively.

On November 22, 2024, upon the closing of the Initial Public Offering, the Company repaid the

note and borrowings with the exception of $ 11,730 , which was rolled into the Working Capital Note issued by the Company on April 15,

2025, as described below.

Capital Loans

order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain

of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required

(“Working Capital Loans”).

In order to finance transaction

costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers

and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”).

Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account

released to the Company.

Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account.

event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the

Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

Except for the foregoing,

the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s

discretion, up to $ 1,500,000 of such Working Capital Loans may be convertible into units at a price of $ 10.00 per unit.

The units would

be identical to the Private Placement Units.

As of December 31, 2024 and 2023, no such Working Capital Loans were outstanding.

Administrative Services Agreement

The Company entered into

an agreement, commencing on November 12, 2024 through the earlier of consummation of the initial Business Combination and the Company’s

liquidation, to pay the Sponsor $ 10,000 per month for office space, utilities, secretarial support and other administrative and consulting

As of December 31, 2024, the Company had incurred $ 3,667 of administrative services fees which was included in accrued expenses

line in the accompanying balance sheet.

If the Company completes a Business Combination, the Company would repay the Working Capital

Loans out of the proceeds of the Trust Account released to the Company.

Otherwise, the Working Capital Loans would be repaid only

out of funds held outside the Trust Account.

In the event that a Business Combination does not close, the Company may use a portion

of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be

used to repay the Working Capital Loans.

Except for the foregoing, the terms of such Working Capital Loans, if any, have not been

determined and no written agreements exist with respect to such loans.

The Working Capital Loans would either be repaid upon

consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $ 1,500,000 of such Working

Capital Loans may be convertible into units at a price of $ 10.00 per unit.

The units would be identical to the Private Placement

As of December 31, 2024, no such Working Capital Loans were outstanding.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

April 15, 2025, the Company entered into a convertible promissory note dated March 31, 2025 (the “Working Capital Note”)

with its Sponsor.

Pursuant to the Working Capital Note, the Company may request, and in the sole discretion of the Sponsor, the Sponsor

may loan the Company, drawdowns of up to an aggregate of $ 1,500,000 in principal from time to time, less $ 11,730 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.

owed under the Working Capital Note do not accrue interest and are payable on the earlier of:

(i) the effective date of the consummation

of the Company’s Business Combination;

or (ii) the date that the winding up of the Company is effective (such date, as applicable,

the “Maturity Date”), unless accelerated upon the occurrence of an Event of Default (as defined in the Working Capital Note).

outstanding under the Working Capital Note, are convertible, at the option of the Sponsor, into units of the Company (“Working

Capital Note Units”), at a conversion price of $ 10.00 per Working Capital Note Unit.

The Working Capital Note Units will be identical

to the Private Units issued to the Sponsor at the time of the Company’s Initial Public Offering.

of December 31, 2025 and 2024, $ 11,730 and $0 , respectively, was outstanding under the Working Capital Note.

Administrative

Services Agreement

Company entered into an agreement, commencing on November 12, 2024 through the earlier of consummation of the initial Business Combination

and the Company’s liquidation, to pay the Sponsor $ 10,000 per month for office space, utilities, secretarial support and other

administrative and consulting services.

For the year ended December 31, 2025, the Company had incurred and paid $ 120,000 of administrative

services fees.

For the year ended December 31, 2024, the Company had incurred and paid $ 3,667 of administrative services fees.

The administrative

services fees are included in General and administrative costs in the Company’s statements of operations.

COMMITMENTS AND CONTINGENCIES

Registration Rights

The holders of the Founder

Shares, Private Placement Units and any units that may be issued upon conversion of Working Capital Loans (and any common stock

issuable upon the exercise of the Private Placement Units and units that may be issued upon conversion of Working Capital Loans

and upon conversion of the Founder Shares) have rights to require the Company to register any of the securities held by them for resale

under the Securities Act pursuant to a registration and stockholder rights agreement signed on the effective date of the Initial Public

These holders are entitled to make up to three demands, excluding short form registration demands, that the Company register

such securities for sale under the Securities Act.

In addition, these holders have “piggyback” registration rights to include

their securities in other registration statements filed by the Company.

The registration rights agreement does not contain liquidated

damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

The Company will bear

the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The Company granted the

underwriters a 45 -day option from the date of Initial Public Offering to purchase up to 900,000 additional Units to cover over-allotments,

if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On November 22, 2024, simultaneously with

the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase an additional

900,000 Units at a price of $ 10.00 per Unit.

The underwriters were entitled

to a cash underwriting discount of 0.75 % of the gross proceeds of the Initial Public Offering, or $ 517,500 , which was paid upon the closing

of the Initial Public Offering.

Additionally, the underwriters are entitled to a deferred underwriting discount of 3.00 % of the gross

proceeds of the Initial Public Offering, or $ 2,070,000 , payable upon the closing of an initial Business Combination from the amounts

held in the Trust Account, as well as 120,750 representative shares with the fair value of $ 77,268 issued to the underwriters in connection

with the closing of the Initial Public Offering.

holders of the Founder Shares, Private Placement Units and any units that may be issued upon conversion of the Working Capital Note

(and any common stock issuable upon the exercise of the Private Placement Units and Working Capital Note Units) have rights to require

the Company to register any of the securities held by them for resale under the Securities Act pursuant to a registration and stockholder

rights agreement signed on the effective date of the Initial Public Offering.

These holders are entitled to make up to three demands,

excluding short form registration demands, that the Company register such securities for sale under the Securities Act.

these holders have “piggyback” registration rights to include their securities in other registration statements filed by

The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from

delays in registering the Company’s securities.

The Company will bear the expenses incurred in connection with the filing of any

such registration statements.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Company granted the underwriters a 45 -day option from the date of the Initial Public Offering to purchase up to 900,000 additional Units

to cover over-allotments, if any, at the Initial Public Offering price less the underwriting discounts and commissions.

On November 22,

2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to fully exercise the over-allotment option

to purchase an additional 900,000 Units at a price of $ 10.00 per Unit.

underwriters were entitled to a cash underwriting discount of 0.75 % of the gross proceeds of the Initial Public Offering, or $ 517,500 ,

which was paid upon the closing of the Initial Public Offering.

Additionally, the underwriters are entitled to a deferred underwriting

discount of 3.00 % of the gross proceeds of the Initial Public Offering, or $ 2,070,000 , payable upon the closing of an initial Business

Combination from the amounts held in the Trust Account, as well as 120,750 representative shares with the fair value of $ 77,280 issued

to the underwriters in connection with the closing of the Initial Public Offering.

STOCKHOLDERS’ DEFICIT

Preferred Stock

— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with such designation,

rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December 31, 2024 and

2023, there were no shares of preferred stock issued and outstanding.

Common Stock — The

Company is authorized to issue 40,000,000 shares of common stock with a par value of $ 0.0001 per share.

Holders of common stock are entitled

to one vote for each share.

As of December 31, 2024 and 2023, 2,685,750 and 2,300,000 shares of common stock are issued and outstanding

respectively, excluding 6,900,000 shares of common stock subject to possible redemption.

Each holder of a right will receive one-eight (1/8) of one share of common stock upon consummation of a Business Combination, even if

the holder of such right redeemed all shares held by it in connection with a Business Combination.

No fractional shares will be issued

upon exchange of the rights.

No additional consideration will be required to be paid by a holder of rights in order to receive its additional

shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit purchase price

paid for by investors in the Initial Public Offering.

If the Company enters into a definitive agreement for a Business Combination in

which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same

per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis and

each holder of a right will be required to affirmatively convert its rights in order to receive 1/8 share underlying each right (without

paying additional consideration).

The shares issuable upon exchange of the rights will be freely tradable (except to the extent held

by affiliates of the Company).

As of December 31, 2024 and 2023, there were 6,900,000 and no rights outstanding, respectively.

If the Company is unable

to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders

of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s

assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual

penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination.

Additionally, in

no event will the Company be required to net cash settle the rights.

Accordingly, the rights may expire worthless.

As of December 31, 2024 and 2023, the Public Warrants will become exercisable on the later of (a) 30 days after the completion

of a Business Combination and (b) 12 months from the closing of the Initial Public Offering.

The Public Warrants will expire

five years from the completion of a Business Combination or earlier upon redemption or liquidation.

No warrants will be exercisable

for cash unless the Company has an effective and current registration statement covering the common stock issuable upon exercise of the

warrants and a current prospectus relating to such common stock.

Notwithstanding the foregoing, if a registration statement covering

the common stock issuable upon exercise of the Public Warrants is not effective within 60 business days following the consummation of

a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when

the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the

exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

Once the Public Warrants

become exercisable, the Company may redeem the Public Warrants for redemption:

in whole and not in part;

● at a price of $ 0.01 per Public Warrant;

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

● if, and only if, the reported last sale price of the common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 -trading day period commencing after the warrants become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

if, and only if, there is a current registration statement in effect with respect to the common stock

underlying such warrants.

If the Company calls the

Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do

so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of common stock issuable upon

exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend

or recapitalization, reorganization, merger or consolidation.

However, except as described below, the Public Warrants will not be adjusted

for issuances of common stock at a price below its exercise price.

Additionally, in no event will the Company be required to net cash

settle the Public Rights or Public Warrants.

If the Company is unable to complete a Business Combination within the Combination Period

and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive any of such funds with respect

to their Public Warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with

respect to such Public Warrants.

Stock — The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $ 0.0001 per share with

such designation, rights and preferences as may be determined from time to time by the Company’s board of directors.

As of December

31, 2025 and 2024, there were no shares of preferred stock issued and outstanding.

Stock — The Company is authorized to issue 40,000,000 shares of common stock with a par value of $ 0.0001 per

Holders of common stock are entitled to one vote for each share.

As of December 31, 2025 and 2024, 2,685,750 shares of common

stock are issued and outstanding respectively, excluding 6,900,000 shares of common stock subject to possible redemption.

— Each holder of a right will receive one-eighth (1/8) of one share of common stock upon consummation of a Business Combination,

even if the holder of such right redeemed all shares held by it in connection with a Business Combination.

No fractional shares will

be issued upon exchange of the rights.

No additional consideration will be required to be paid by a holder of rights in order to receive

its additional shares upon consummation of a Business Combination as the consideration related thereto has been included in the Unit

purchase price paid for by investors in the Initial Public Offering.

If the Company enters into a definitive agreement for a Business

Combination in which the Company will not be the surviving entity, the definitive agreement will provide for the holders of rights to

receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common

stock basis and each holder of a right will be required to affirmatively convert its rights in order to receive 1/8 of one share underlying

each right (without paying additional consideration).

The shares issuable upon exchange of the rights will be freely tradable (except

to the extent held by affiliates of the Company).

of December 31, 2025 and 2024, there were 6,900,000 rights related to the Initial Public Offering and 265,000 rights related to Private

Units, outstanding.

the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the

Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution

from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless.

Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business

Additionally, in no event will the Company be required to net cash settle the rights.

Accordingly, the rights may expire

— The Public Warrants were to become exercisable on the later of (a) 30 days after the completion of a Business

Combination and (b) 12 months from the closing of the Initial Public Offering, and as such, became exercisable on November

The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the common stock

issuable upon exercise of the warrants and a current prospectus relating to such common stock.

Notwithstanding the foregoing, if a registration

statement covering the common stock issuable upon exercise of the Public Warrants is not effective within 60 business days following

the consummation of a Business Combination, warrant holders may, until such time as there is an effective registration statement and

during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless

basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available.

the Public Warrants become exercisable, the Company may redeem the Public Warrants for redemption:

whole and not in part;

a price of $ 0.01 per Public Warrant;

not less than 30 days ’ prior written notice of redemption to each warrant holder;

and only if, the reported last sale price of the common stock equals or exceeds $ 18.00 per share (as adjusted for stock splits, stock

dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 -trading day period commencing after the warrants

become exercisable and ending on the third business day prior to the notice of redemption to warrant holders;

and only if, there is a current registration statement in effect with respect to the common stock underlying such warrants.

the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the

Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of shares

of common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share

dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation.

However, except as described below, the

Public Warrants will not be adjusted for issuances of common stock at a price below its exercise price.

Additionally, in no event will

the Company be required to net cash settle the Public Rights or Public Warrants.

If the Company is unable to complete a Business Combination

within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of Public Warrants will not receive

any of such funds with respect to their Public Warrants, nor will they receive any distribution from the Company’s assets held

outside of the Trust Account with respect to such Public Warrants.

Accordingly, the Public Rights and Public Warrants may expire worthless.

In addition, if (x) the

Company issues additional common stock or equity-linked securities for capital raising purposes in connection with the closing of a Business

Combination at an issue price or effective issue price of less than $ 9.20 per common stock (with such issue price or effective issue

price to be determined in good faith by the Company’s board of directors, and in the case of any such issuance to the Sponsor or

its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance)

(the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total

equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the completion of a Business

Combination (net of redemptions), and (z) the volume weighted average trading price of the Company’s common stock during the

20 trading day period starting on the trading day prior to the day on which the Company consummates a Business Combination (such price,

the “Market Value”) is below $ 9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest

cent) to be equal to 115% of the greater of the Market Value or the Newly Issued Price, and the $ 18.00 per share redemption trigger price

described above will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value or the Newly Issued Price.

The Private Warrants are

identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants and the common

stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until 30 days after the

completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Warrants will be exercisable on

a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private

Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable

by the Company and exercisable by such holders on the same basis as the Public Warrants.

addition, if (x) the Company issues additional common stock or equity-linked securities for capital raising purposes in connection

with the closing of a Business Combination at an issue price or effective issue price of less than $ 9.20 per share of common stock (with

such issue price or effective issue price to be determined in good faith by the Company’s board of directors, and in the case of

any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates,

as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances

represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the

date of the completion of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the

Company’s common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates

a Business Combination (such price, the “Market Value”) is below $ 9.20 per share, the exercise price of the Public Warrants

will be adjusted (to the nearest cent) to be equal to 115 % of the greater of the Market Value or the Newly Issued Price, and the $ 18.00

per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180 % of the greater of the Market

Value or the Newly Issued Price.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private

Warrants and the common stock issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until

30 days after the completion of a Business Combination, subject to certain limited exceptions.

Additionally, the Private Warrants

will be exercisable on a cashless basis and be non-redeemable so long as they are held by the initial purchasers or their permitted transferees.

If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will

be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

of December 31, 2025 and 2024, there were 6,900,000 Public Warrants and 265,000 Private Warrants outstanding.

REPRESENTATIVE SHARES

Simultaneously with the

closing of Initial Public Offering on November 22, 2024, the Company issued Kingswood Capital Partners LLC, the representative of the

underwriters (“Kingswood”), 120,750 shares of common stock (the “Representative Shares”).

The Company estimated

the value of the Representative Shares to be $ 77,280 .

Kingswood has agreed not to transfer, assign or sell any such shares until the

completion of the initial Business Combination.

In addition, Kingswood has agreed (i) to waive its redemption rights with respect to

such shares in connection with the completion of an initial Business Combination and (ii) to waive its rights to liquidating distributions

Simultaneously

with the closing of the Initial Public Offering on November 22, 2024, the Company issued Kingswood Capital Partners LLC, the representative

of the underwriters (“Kingswood”), 120,750 shares of common stock (the “Representative Shares”).

estimated the value of the Representative Shares to be $ 77,280 .

Kingswood has agreed not to transfer, assign or sell any such shares

until the completion of the initial Business Combination.

In addition, Kingswood has agreed (i) to waive its redemption rights with respect

to such shares in connection with the completion of an initial Business Combination and (ii) to waive its rights to liquidating distributions

from the Trust Account with respect to such shares if the Company fails to complete an initial Business Combination within the Combination

The Representative Shares

have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately following the effective

date of the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules.

Pursuant to FINRA Rule 5110(e)(1),

these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging, short sale, derivative,

put or call transaction that would result in the economic disposition of the securities by any person for a period of 180 days immediately

following the effective date of the Initial Public Offering, nor may they be sold, transferred, assigned, pledged or hypothecated for

a period of 180 days immediately following the effective date of the Initial Public Offering except to any underwriter and selected dealer

participating in the Initial Public Offering and their bona fide officers or partners, registered persons or affiliates or as otherwise

permitted under Rule 5110(e)(2), and only if any such transferee agrees to the foregoing lock-up restrictions.

The Company’s net

deferred tax assets are as follows:

Representative Shares have been deemed compensation by FINRA and are therefore subject to a lock-up for a period of 180 days immediately

following the effective date of the Initial Public Offering pursuant to Rule 5110(e)(1) of FINRA’s NASD Conduct Rules.

to FINRA Rule 5110(e)(1), these securities may not be sold, transferred, assigned, pledged or hypothecated or the subject of any hedging,

short sale, derivative, put or call transaction that would result in the economic disposition of the securities by any person for a period

of 180 days immediately following the effective date of the Initial Public Offering, nor may they be sold, transferred, assigned, pledged

or hypothecated for a period of 180 days immediately following the effective date of the Initial Public Offering except to any underwriter

and selected dealer participating in the Initial Public Offering and their bona fide officers or partners, registered persons or affiliates

or as otherwise permitted under Rule 5110(e)(2), and only if any such transferee agrees to the foregoing lock-up restrictions.

Company’s net deferred tax assets are as follows:

Deferred tax assets

4 unchanged sentences

Deferred tax assets, net of allowance

The income tax provision for

the years ended December 31, 2024 and 2023 consists of the following:

income tax provision for the years ended December 31, 2025 and 2024 consists of the following:

Change in valuation allowance

Income tax provision

As of December 31,

2024 and 2023, the Company had a total of $0 and $ 966 , respectively, of U.S.

federal net operating loss carryovers available to offset

future taxable income.

of December 31, 2025 and 2024, the Company had a total of $0 and $0 , respectively, of U.S.

federal net operating loss carryovers

available to offset future taxable income.

The federal net operating loss can be carried forward indefinitely.

In assessing the realization

of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets

will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during

the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled

reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

After consideration

of all of the information available, management believes that significant uncertainty exists with respect to future realization of the

deferred tax assets and has therefore established a full valuation allowance.

For the years ended December 31, 2024 and 2023, the

change in the valuation allowance was $ 45,489 and $ 47,825 respectively.

A reconciliation of the

federal income tax rate to the Company’s effective tax rate is as follows:

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all

of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of

future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies

in making this assessment.

After consideration of all of the information available, management believes that significant uncertainty

exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance.

years ended December 31, 2025 and 2024, the change in the valuation allowance was $ 110,630 and $ 47,668 respectively.

reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows:

Statutory federal income tax rate

3 unchanged sentences

Income tax provision

The Company’s effective

tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value in warrants, transaction

costs associated with warrants and the recording of full valuation allowances on deferred tax assets.

The Company files income

tax returns in the U.S.

federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing

Company’s effective tax rates for the periods presented differ from the expected (statutory) rates due to changes in fair value

in warrants, transaction costs associated with warrants and the recording of full valuation allowances on deferred tax assets.

Company files income tax returns in the U.S.

federal jurisdiction in various state and local jurisdictions and is subject to examination

by the various taxing authorities.

FAIR VALUE MEASUREMENTS

ASC 820, “Fair

Value Measurement,” defines fair value as the amount that would be received to sell an asset or paid to transfer a liability in

an orderly transaction between market participants.

Fair value measurements are classified on a three-tier hierarchy as follows:

Level 1 — defined as observable inputs such as quoted prices (unadjusted)

for identical instruments in active markets;

Level 2 — defined as inputs other than quoted prices in active markets

that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices

for identical or similar instruments in markets that are not active;

Level 3 — defined as unobservable inputs in which little or no market

data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in

which one or more significant inputs or significant value drivers are unobservable.

The fair value of the Representative

Shares was determined using the Monte Carlo Simulation Model.

The Representative Shares have been allocated between temporary equity

and stockholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information

regarding market assumptions used in the valuation of the Representative Shares:

“Fair Value Measurement,” defines fair value as the amount that would be received to sell an asset or paid to transfer a

liability in an orderly transaction between market participants.

Fair value measurements are classified on a three-tier hierarchy as

— defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

— defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted

prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active;

— defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own

assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers

are unobservable.

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December

31, 2025 and 2024, indicating the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

Investments held in Trust Account

of December 31, 2025 and 2024, the assets held in the Trust Account were held in money market funds which are invested primarily in U.S.

government securities.

fair value of the Representative Shares was determined using the Monte Carlo Simulation Model.

The Representative Shares have been allocated

between temporary equity and stockholders’ deficit and will not require remeasurement after issuance.

The following table presents

the quantitative information regarding market assumptions used in the valuation of the Representative Shares:

Implied common stock price

2 unchanged sentences

Discount for Lack of Marketability

The fair value of Public

Rights was determined using the Monte Carlo Simulation Model.

The Public Rights have been classified within stockholders’ deficit

and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions

used in the valuation of the Public Rights:

fair value of Public Rights was determined using the Monte Carlo Simulation Model.

The Public Rights have been classified within stockholders’

deficit and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market

assumptions used in the valuation of the Public Rights:

Traded price of Unit

4 unchanged sentences

Fair value per share right

The fair value of the Public

Warrants was determined using the Monte Carlo Simulation Model.

The Public Warrants have been classified within stockholders’ deficit

and will not require remeasurement after issuance.

The following table presents the quantitative information regarding market assumptions

used in the valuation of the Public Warrants:

fair value of the Public Warrants was determined using the Monte Carlo Simulation Model.

The Public Warrants have been classified within

stockholders’ deficit and will not require remeasurement after issuance.

The following table presents the quantitative information

regarding market assumptions used in the valuation of the Public Warrants:

Expected Term to De-SPAC (Years)

4 unchanged sentences

Fair value per share warrant

ENERGY TRANSITION CORP.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2025

SEGMENT INFORMATION

ASC Topic 280, “Segment

Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products,

services, geographic areas, and major customers.

Operating segments are defined as components of an enterprise for which separate

financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding

how to allocate resources and assess performance.

The Company’s chief

operating decision maker (“CODM”) has been identified as Chief Financial Officer, who reviews the operating results for the

Company as a whole to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined

that the Company only has one operating segment.

When evaluating the Company’s

performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information

about operating segments, products, services, geographic areas, and major customers.

Operating segments are defined as components

of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating

decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.

Company’s CODM has been identified as its Chief Financial Officer , who reviews the operating results for the Company as a whole

to make decisions about allocating resources and assessing financial performance.

Accordingly, management has determined that the Company

only has one reportable operating segment.

CODM assesses performance for the single segment and decides how to allocate resources based on net income or loss that also is reported

on the statements of operations as net income or loss.

The measure of segment assets is reported on the balance sheets as total assets.

When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key

metrics, which include the following:

For the Years Ended

General and administrative expenses

Interest earned on the Trust Account

The key measures of segment

profit or loss reviewed by our CODM are interest earned on the Trust Account and general and administrative expenses.

reviews interest earned on the Trust Account to measure and monitor stockholders value and determine the most effective strategy of investment

with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative expenses are reviewed

and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within

the business combination period.

Investments held in Trust Account

CODM reviews interest earned on the Trust Account to measure and monitor stockholders value and determine the most effective strategy

of investment with the Trust Account funds while maintaining compliance with the trust agreement.

General and administrative expenses

are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination

within the Business Combination period.

The CODM also reviews general and administrative costs to manage, maintain and enforce all contractual

agreements to ensure costs are aligned with all agreements and budget.

General and administrative costs, as reported on the statements

of operations, are the significant segment expenses provided to the CODM on a regular basis.

All other segment items included in net

income or loss are reported on the statements of operations and described within their respective disclosures.

SUBSEQUENT EVENTS

The Company evaluated subsequent

events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued.

this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure

Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements

Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure

in the financial statements.

On January 14, 2025, the

Company, announced that, commencing on January 16, 2025, the holders of the Units issued in the Company’s Initial Public Offering

may elect to separately trade the Public Shares, the Public Warrants and Public Rights included in the Units.

No fractional Public Rights

will be issued upon separation of the Units and only whole Public Rights will trade.

The Public Shares, Public Warrants and Public Rights

that are separated will trade on the Nasdaq Global Market (“Nasdaq”) under the symbols “NOEM”, “NOEMW”

and “NOEMR,” respectively.

Those Units not separated will continue to trade on the Nasdaq under the symbol “NOEMU.”

CHANGES IN AND DISAGREEMENTS WITH

ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data