United States securities and exchange commission logo





                             August 18, 2021

       Russell Stidolph
       Chief Executive Officer
       AltEnergy Acquisition Corp.
       600 Lexington Avenue
       9th Floor
       New York, NY 10022

                                                        Re: AltEnergy
Acquisition Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed August 6,
2021
                                                            File No. 333-258594

       Dear Mr. Stidolph:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our reference to prior comments are to comments in our May
21, 2021 letter.

       Form S-1 filed August 6, 2021

       Summary, page 1

   1.                                                   We refer to prior
comment 2, and we note the related disclosure added to your summary
                                                        and management sections
regarding B. Riley Principal 150 Merger Corp. and B. Riley
                                                        Principal 250 Merger
Corp. Further to our prior comment, in order to clearly illustrate the
                                                        past and present
overlapping SPAC activity of your management, please discuss the
                                                        current status,
proceeds raised or to be raised, acquisition focus and duration of each of
                                                        BRPM 150, BRPM 250 and
any other SPACs with which your management is involved.
 Russell Stidolph
FirstName  LastNameRussell
AltEnergy Acquisition Corp. Stidolph
Comapany
August  18, NameAltEnergy
            2021          Acquisition Corp.
August
Page 2 18, 2021 Page 2
FirstName LastName
Summary Financial Data, page 36

2.       Please provide the calculations to support the ($129,012) of working
capital/(deficiency)
         or revise your disclosures throughout the filing as necessary. In this
regard, it appears that
         your working capital/(deficit) should be ($9,548). Similarly, provide
support for your pro
         forma, as adjusted, total assets and total liabilities or revise as
necessary.
Use of Proceeds, page 78

3.       You state that your CEO and CFO will receive a one-time payment of
$150,000 and
         $300,000, respectively, upon an initial business combination and that
your CFO will
         receive $15,600 per month for services prior to the consummation of an
initial business
         combination. Please tell us how these amounts are reflected in the
breakdown of
         $1,865,000 net proceeds not held in trust or explain where they are
addressed in your use
         of proceeds disclosures. Also, revise to include a discussion of these
payments in your
         liquidity and capital resources section or tell us why you believe
such disclosure is not
         necessary.
Capitalization, page 83

4.       Please provide the calculations to support the $179,905,542 of pro
forma, as adjusted,
         total capitalization or revise as necessary. In this regard, your
current disclosures appear
         to exclude the derivative warrant liability from total capitalization.
Liquidity and Capital Resources, page 85

5.       You state here that the net proceeds of the offering will be
$201,065,000 (or $231,065,000
         if over-allotment option is exercised). Please reconcile this
information to the amounts
         disclosed in your Use of Proceeds discussion or revise as necessary.
Audited Financial Statements of AltEnergy Acquisition Corp., page F-1

6.       We note from your response to prior comment 3 that you revised the
financial statements
         to reflect expenses related to Mr. Darnell's services as the company's
CFO. Please tell us
         your consideration to label the financial statements as restated and
include disclosures
         regarding the correction of an error as required by ASC 250-10-50-7.
Also, we note that
         the report of your independent registered public accounting firm has
been dual dated for
         revisions in Note 5 as it relates to agreements entered into with your
CEO and CFO.
         Please tell us how your auditor considered similar revisions in Note
6.
Exhibits

7.       Disclosure in your filing, including on pages 71 and 153, states that
your amended and
         restated certificate of incorporation will contain an exclusive forum
provision, but we are
         unable to locate this provision in your amended and restated
certificate of incorporation
         filed as Exhibit 3.1. Please remove the related disclosure from the
prospectus, or advise.
 Russell Stidolph
AltEnergy Acquisition Corp.
August 18, 2021
Page 3

        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Megan Akst, Senior Staff Accountant, at 202-551-3407 or
Kathleen
Collins, Accounting Branch Chief, at 202-551-3499 if you have questions
regarding comments
on the financial statements and related matters. Please contact Katherine Wray,
Staff
Attorney, at 202-551-3483 or Larry Spirgel, Office Chief, at 202-551-3815 with
any other
questions.



FirstName LastNameRussell Stidolph                         Sincerely,
Comapany NameAltEnergy Acquisition Corp.
                                                           Division of
Corporation Finance
August 18, 2021 Page 3                                     Office of Technology
FirstName LastName