October 15, 2021

Via EDGAR

Securities and Exchange Commission
Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, N.E.

Washington, D.C. 20549

Attention: Janice Adeloye

RE:       Athena Consumer Acquisition Corp.

Registration Statement on Form S-1, as amended

Filed October 8, 2021

File No. 333-258050

Request for Acceleration

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned hereby joins in the request of Athena Consumer Acquisition Corp. that the effective date of the above-referenced Registration Statement be accelerated so as to permit it to become effective at 4:00 p.m., Eastern time, on October 19, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 of the General Rules and Regulations under the Act, the undersigned advises that as of the date hereof, the undersigned expects to distribute approximately 100 copies of the preliminary prospectus, dated October 1, 2021 to prospective underwriters and dealers, institutional investors, retail investors and others.

The undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended. 

[Signature page follows]

Very truly yours,
CITIGROUP GLOBAL MARKETS INC.
By:	/s/ John Eydenburg
	Name: John Eydenburg Title:

As representative of the several underwriters

cc:	Ilir Mujalovic, Partner, Shearman & Sterling LLP
	William B. Nelson, Partner, Shearman & Sterling LLP