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United States securities and exchange commission logo





                             January 31, 2024

       Brady Rodgers
       President and Chief Executive Officer
       CO2 Energy Transition Corp.
       1334 Brittmoore Rd, Suite 190
       Houston, TX 77043

                                                        Re: CO2 Energy
Transition Corp.
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed January 9,
2024
                                                            File No. 333-269932

       Dear Brady Rodgers:

            We have reviewed your amended registration statement and have the
following
       comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional 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.
       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.
 Brady Rodgers
FirstName  LastNameBrady   Rodgers
CO2 Energy   Transition Corp.
Comapany
January 31,NameCO2
            2024      Energy Transition Corp.
January
Page 2 31, 2024 Page 2
FirstName LastName
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.
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.
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.
Management, page 113

6.       Please identify your current directors. We note that you have only
identified director
         nominees in the table.
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.
 Brady Rodgers
FirstName  LastNameBrady   Rodgers
CO2 Energy   Transition Corp.
Comapany
January 31,NameCO2
            2024      Energy Transition Corp.
January
Page 3 31, 2024 Page 3
FirstName LastName
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.
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.
       Please contact Jeffrey Lewis at 202-551-6216 or Wilson Lee at
202-551-3468 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765 with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of Real
Estate & Construction
cc:      Joan S. Guilfoyle
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