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CORRESP
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    Joan S. Guilfoyle

    Senior Counsel

    901 New York Avenue NW

    3rd Floor East

    Washington, DC 20001-4432

    Direct     202.524.8467

Main       202.618.5000

Fax          202.618.5001

jguilfoyle@loeb.com

March 17, 2023

    Pearlyne Paulemon

Jeffrey Gabor

Division of Corporation Finance

 Office of Real Estate and Construction

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 Re: CO2 Energy Transition Corp.

Registration Statement on Form S-1

Filed February 23, 2023

File No. 333-269932

Dear Ms. Paulemon and Mr. Gabor:

On behalf of our client, C02 Energy Transition Corp., a Delaware corporation
(the ” Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “SEC”) this letter setting forth the Company’s response to the comment contained in the Staff’s letter
dated March 3, 2023 (the “Comment Letter”) regarding the Company’s Registration Statement on Form S-1 (the “Registration
Statement”) filed February 23, 2023. Concurrent herewith, we are filing Amendment No. 1 to the Company’s Registration
Statement reflecting the changes set forth below (“Amendment No. 1”) as well as the requisite exhibits. For ease of
reference, we have reproduced the comment below in bold with our response following the comment.

Registration Statement on Form S-1 filed February 23, 2023

Risks Related to Ownership of Our Securities and This Offering

Inflation Reduction Act of 2022 may result in the imposition of
an excise tax on the Company,

page 56

1. We note your disclosure as to the potential effects of the stock
buyback excise tax enacted as part of the Inflation Reduction Act in August 2022. If applicable, include in your disclosure that the excise
tax could reduce the trust account funds available to pay redemptions or that are available to the combined company following a de-SPAC.

Describe the risks of the excise tax applying to redemptions in
connection with:

● liquidations that are not implemented to fall within the
meaning of “complete liquidation” in Section 331 of the Internal Revenue Code,

● extensions, depending on the timing of the extension relative
to when the SPAC completes a de-SPAC or liquidates, and

● de-SPACs, depending on the structure of the de-SPAC transaction.

Also describe, if applicable, the risk that if existing SPAC investors
elect to redeem their shares such that their redemptions would subject the SPAC to the stock buyback excise tax, the remaining shareholders
that did not elect to redeem may economically bear the impact of the excise tax.

RESPONSE: The Risk Factor has been revised to explicitly state
that trust funds cannot be used to pay an excise tax. The Risk Factor also does state that the amount of any excise tax would depend,
among other things, on the structure of any business combination.

* * * * *

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    For the United States offices, a limited liability partnership including
    professional corporations. For Hong Kong office, a limited liability partnership.

    Pearlyne Paulemon

    Jeffrey Gabor

    March 17, 2023

    Page 2

Please call me at (202) 524-8467 if you have any additional questions.

Sincerely,

    /s/ Joan S. Guilfoyle

    Joan S. Guilfoyle

    Senior Counsel