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                            April 2, 2021

       Eli Spiro
       Chief Executive Officer
       CleanTech Acquisition Corp.
       207 West 25th Street, 9th Floor
       New York, NY 10001

                                                        Re: CleanTech
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted March 8,
2021
                                                            CIK No. 0001849820

       Dear Mr. Spiro:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted March 8, 2021

       Cover Page

   1.                                                   We refer to footnote
(2) to your underwriting compensation table where you state that "the
                                                        underwriters will
receive compensation in addition to the underwriting discount." Please
                                                        revise to quantify
"compensation" and to include the deferred compensation to the
                                                        underwriters. In this
regard, we note your disclosure on page 15 that you will pay Chardan
                                                        Capital Markets, LLC a
marketing fee for services upon the consummation of your initial
                                                        business combination in
an amount equal to, in the aggregate, 3.5% of the gross proceeds
                                                        of this offering,
including any proceeds from the full or partial exercise of the over-
                                                        allotment option. Also
note, if true, that this deferred compensation will be placed in a
                                                        trust account.
 Eli Spiro
CleanTech Acquisition Corp.
April 2, 2021
Page 2
Prospectus Summary
The Offering, page 10

2.       You state on page 17 that your initial stockholders have agreed to
vote their founder
         shares and any public shares in favor of any proposed business
combination. Please
         disclose how many public shares you would need to be voted in favor of
a proposed
         business combination assuming all outstanding shares are voted and the
overallotment
         option is not exercised. In this regard, we note your disclosure on
page 32 that upon
         closing of the offering, your initial stockholders and co-sponsors
will own 20% of your
         issued and outstanding shares of common stock. Further, you disclose
on page 65 that if
         you seek stockholder approval of a proposed transaction, you would
need only 937,001
         (5.1%) of your public shares to be voted in favor of the transaction
in order to have such
         transaction approved (assuming that only a quorum was present at the
meeting, that the
         over-allotment option is not exercised and that the initial
stockholders do not purchase any
         units in this offering or units or shares in the after-market). Please
revise the disclosure in
         the prospectus summary to include this information.
Risk Factors
Our amended and restated certificate of incorporation designates the Court of
Chancery of the
State of Delaware..., page 41

3.       We note that your forum selection provision identifies a state court
located within the
         State of Delaware as the exclusive forum for certain litigation,
including any    derivative
         action.    Please disclose whether this provision applies to actions
arising under the
         Securities Act. If the provision applies to Securities Act claims,
please also state that
         investors cannot waive compliance with the federal securities laws and
the rules and
         regulations thereunder. In that regard, we note that Section 22 of the
Securities Act creates
         concurrent jurisdiction for federal and state courts over all suits
brought to enforce any
         duty or liability created by the Securities Act or the rules and
regulations thereunder.
Management
Conflicts of Interest, page 80

4.     On page 81, you state that each of LifeSci Acquisition Corp., Chardan
Healthcare
       Acquisition 2 Corp. and 10X Capital Venture Acquisition Corp. is a
special purpose
       acquisition company that is seeking a target for a business combination.
In order to clearly
FirstName LastNameEli Spiro
       illustrate the past and present overlapping SPAC activity of your
management, discuss the
Comapany    NameCleanTech
       current                 Acquisition
                status, proceeds            Corp.
                                 raised or to be raised, acquisition focus and
duration of each of
April 2,these
          2021SPAC
               Page 2entities.
FirstName LastName
 Eli Spiro
FirstName
CleanTech LastNameEli    Spiro
            Acquisition Corp.
Comapany
April       NameCleanTech Acquisition Corp.
       2, 2021
April 32, 2021 Page 3
Page
FirstName LastName
Notes to the Financial Statements
Note 2. Summary of Significant Accounting Policies
Basis of Presentation, page F-9

5.       Management   s Discussion and Analysis discloses that there are
factors that raise
         substantial doubt about your ability to continue as a going concern.
In this regard, we note
         your financial statement footnote disclosure that you determined that
the Company has
         access to funds from the Sponsor that are sufficient to fund the
working capital needs of
         the Company until the earlier of the consummation of the Proposed
Public Offering or one
         year from the date of issuance of these financial statements. Please
describe the agreement
         that obligates your Sponsors and clarify whether the terms of such
arrangements are
         considered arms-length terms. If there is substantial doubt about your
ability to continue
         as a going concern please ensure that your disclosures comply with ASC
205-40. Please
         advise.

       You may contact Amanda Kim, Staff Accountant, at (202) 551-3241 or
Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions
regarding
comments on the financial statements and related matters. Please contact Folake
Ayoola, Senior
Counsel, at (202) 551-3673 or Larry Spirgel, Office Chief, at (202) 551-3815
with any other
questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Giovanni Caruso, Esq.