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                             July 6, 2023

       Jonathan Darnell
       Chief Financial Officer
       AltEnergy Acquisition Corp.
       600 Lexington Avenue, 9th Floor
       New York, New York 10022

                                                        Re: AltEnergy
Acquisition Corp.
                                                            Form 10-K/A for the
Fiscal Year ended December 31, 2022
                                                            Filed May 23, 2023
                                                            File No. 001-40984

       Dear Jonathan Darnell:

              We have reviewed your filing 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 these comments within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe our
       comments apply to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to these comments, we may have additional comments.

       Form 10-K/A for the Fiscal Year ended December 31, 2022

       Controls and Procedures
       Management's Report on Internal Controls Over Financial Reporting, page
F-23

   1.                                                   We note that your
filing does not include management's report on internal control over
                                                        financial reporting,
which is required by Item 308 of Regulation S-K, and that the
                                                        certifications at
Exhibits 31.1 and 31.2 do not include the language prescribed by Item
                                                        601(b)(31) of
Regulation S-K for the introductory portion of paragraph 4 and sub-
                                                        paragraph 4(b),
regarding internal control over financial reporting.

                                                        You appear to
acknowledge your obligation to evaluate and report on your system of
                                                        internal controls on
page 36. Please amend your filing to include management's report on
                                                        internal control over
financial reporting along with certifications that encompass your
                                                        responsibilities
concerning internal control over financial reporting.
 Jonathan Darnell
AltEnergy Acquisition Corp.
July 6, 2023
Page 2
         Please also include an explanatory note at the forepart of the
document to explain the
         reasons for the amendment that you filed on May 23, 2023, and the
reasons for the
         amendment that you will need to file to address the concerns outlined
above.

        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.

       You may contact Lily Dang, Staff Accountant, at (202) 551-3867 or
Jenifer Gallagher,
Staff Accountant, at (202) 551-3706 if you have questions regarding comments on
the financial
statements and related matters.

         Please contact Karl Hiller, Branch Chief, at (202) 551-3686 with any
other questions.



FirstName LastNameJonathan Darnell                            Sincerely,
Comapany NameAltEnergy Acquisition Corp.
                                                              Division of
Corporation Finance
July 6, 2023 Page 2                                           Office of Energy
& Transportation
FirstName LastName