SecProbe.io

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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 22, 2024

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.

Amendment No. 2 to Registration Statement on Form S-1

Filed January 9, 2024

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 January 31, 2024 (the “Comment Letter”) regarding the Company’s Amendment
No. 12 to the Registration Statement on Form S-1 (the “Registration Statement”) filed January 9, 2024. Concurrent herewith,
we are filing Amendment No. 3 to the Company’s Registration Statement reflecting the changes set forth below (“Amendment
No. 3”) as well as the requisite exhibits. For ease of reference, we have reproduced the comment below in bold with our responses
following the comments.

Form S-1/A filed on January 9, 2024

The Offering, page 13

1. We note that throughout the prospectus you state that your initial stockholders will collectively own
approximately 26.7% of our issued and outstanding shares after this offering. However, on page 17 you say that they will own 23.8% after
this offering. Please revise to reconcile these inconsistencies and ensure that your calculation of the initial stockholders’ percentage
ownership is correct.

RESPONSE: Due to further
changes in the terms, the percentages have been corrected on page 17 and throughout the remainder of the document to be 27.6% of the issued
and outstanding shares assuming no exercise of the over-allotment option but taking into account shares being purchased through the private
placement units.

Los Angeles New York Chicago Nashville Washington, DC San Francisco
Beijing Hong Kong www.loeb.com

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 22, 2024

    Page 2

Exercise Period, page 15

2. We note disclosure that you are not registering the shares of common stock issuable upon exercise of
warrants; however, you have included these shares in the fee table filed as an exhibit to the registration statement. Please revise your
disclosure accordingly.

RESPONSE: Amendment
No. 3 has been revised on page 14 and page 132 to state that the shares underling the warrants were registered in accordance with the
Staff’s comment.

Anticipated expenses and funding sources, page 21

3. Please clarify what the “follow-on premium” is that would be paid to officers and directors
at dissolution and how this would be calculated. Please also clarify whether the follow-on premium is included in the up to $100,000 of
dissolution expenses that would be payable out of interest on assets held in the trust, as described in your discussion of the redemption
of public shares on page 28.

RESPONSE: Amendment
No. 3 has been revised on page 20 to clarify that the follow-on premium is for tail coverage upon dissolution.

Limited payments to insiders, page 29

4. Please include the payments to be made to the sponsor under the Administrative Services Agreement you
have filed as Exhibit 10.8 to the registration statement, and any other payments you expect to make to insiders.

RESPONSE: Page 28 of
Amendment No. 3 has been revised in accordance with the Staff’s comment.

If we are deemed to be an investment company . . . , page 38

5. We note your statement that the assets in your trust account will be securities, including U.S. Government
securities or shares of money market funds registered under the Investment Company Act and regulated pursuant to rule 2a-7 of that Act.
Please disclose the risk that you could nevertheless be considered to be operating as an unregistered investment company. Disclose that
if you are found to be operating as an unregistered investment company, you may be required to change your operations, wind down your
operations, or register as an investment company under the Investment Company Act. Also include disclosure with respect to the consequences
to investors if you are required to wind down your operations as a result of this status, such as the losses of the investment opportunity
in a target company, any price appreciation in the combined company, and any warrants, which would expire worthless. Please also confirm
that if your facts and circumstances change over time, you will update your disclosure to reflect how those changes impact the risk that
you may be considered to be operating as an unregistered investment company.

 RESPONSE: Amendment No. 3 has been revised
on page 37 to add a new Risk Factor addressing this riskin accordance with the Staff’s comment.

    Pearlyne Paulemon

    Jeffrey Gabor

    March 22, 2024

    Page 3

6. Please identify your current directors. We note that you have only identified director nominees in
the table.

RESPONSE: Amendment
No. 3 has been revised in accordance with the Staff’s comment. The only current director is Mr. Fox. Mr. Rodgers is Chief Executive
Officer but not a director.

Item 16. Exhibits and Financial Statement Schedules, page II-5

7. Please note that the registration statement must be signed by at least a majority of the board of directors.
See Instruction 1 to Signatures in Form S-1.

RESPONSE: Please see response to comment
6. The signature page to Amendment No. 3 has been revised to reflect that.

8. Please revise the form of underwriting agreement and legal opinion filed as Exhibits 1.1 and 5.1, respectively,
to ensure that information is consistent with your prospectus with respect to the number and type of securities being offered. In this
regard, we note that the number of units has been reduced, that the units now include rights to acquire common stock, and that you are
registering the rights and underlying shares.

RESPONSE: Revised Exhibits 1.1 and 5.1 have
been filed as exhibits to Amendment No. 3. A revised Form of Unit Certificate has also been filed as Exhibit 4.1.

9. We understand that the Revised Securities Subscription Agreement dated January 13, 2022 and filed as
Exhibit 10.5 to the registration statement has been superseded by and amended and restated subscription agreement dated December 1, 2023.
Please file the December 1, 2023 subscription agreement as an exhibit to the registration statement.

RESPONSE: The revised Securities Subscription
Agreement has been filed as an exhibit to Amendment No. 3.

* * * * *

    Pearlyne Paulemon

    Jeffrey Gabor

    March 22, 2024

    Page 4

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

    Sincerely,

    /s/ Joan S. Guilfoyle

    Joan S. Guilfoyle

    Senior Counsel