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CORRESP
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CORRESP

 Morrison Cohen LLP

909 Third Avenue

 New York, NY
10022

 April 8, 2025

 VIA EDGAR
SUBMISSION

 Securities and Exchange Commission

 Division
of Corporation Finance

 Office of Real Estate & Construction

100 F Street, N.E.

 Washington, D.C. 20549

Attention:
  Asia Timmons-Pierce and Erin Purnell

 
   Division of Corporation Finance – Office of Manufacturing

Re:
 AltEnergy Acquisition Corp

 
 Preliminary Proxy Statement on Schedule 14A

 
 Filed March 28, 2025

 
 File No. 001-40984

Ladies and Gentlemen:

 This letter is submitted
on behalf of AltEnergy Acquisition Corp (the “Company”) in response to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission with respect to the
Company’s preliminary proxy statement on Schedule 14A filed on March 28, 2025 (the “Preliminary Proxy Statement”), as set forth in your letter dated April 2, 2025 addressed to Russell Stidolph, Chief Executive Officer
of the Company (the “Comment Letter”). The Company is concurrently filing an amendment to the Preliminary Proxy Statement (the “Amended Proxy Statement”), which includes changes that reflect responses to the
Staff’s comments.

 For reference purposes, the text of the Staff’s comment has been reproduced herein with a response to the
numbered comment.

 The responses provided herein are based upon information provided to Morrison Cohen LLP by the Company.

Preliminary Proxy Statement on Schedule 14A filed March 28, 2025

If we are deemed to be an investment company for purposes of the Investment Company Act..., page 12

1.
 We note your risk factor disclosure on page 12 differs from your risk factor disclosures on page 99 of
your more recent registration Statement on Form S-4 filed on February 14, 2025. Please advise or revise any inconsistencies.

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 12 of the Amended Proxy Statement to address
the Staff’s comment by conforming the risk factor disclosure with its recent registration statement on Form S-4 filed on February 14, 2025 (the “Form
S-4”).

 Risk Factors, page 12

 Securities and Exchange Commission

Division of Corporation Finance

 April 8, 2025

Page 2

2.
 We note that the SPAC’s securities have been delisted from The Nasdaq Stock Market due to failure to
timely consummate a business combination within 36 months of the effectiveness of its IPO registration statement. Please add disclosure that addresses the risk of such delisting, including that your stock may be determined to be a penny stock and
the consequences of that designation, that you may no longer be attractive as a merger partner if you are no longer listed on an exchange, any potential impact on your ability to complete an initial business combination, any impact on the market for
your securities including demand and overall liquidity for your securities, and any impact on securities holders due to your securities no longer being considered “covered securities.”

RESPONSE: The Company respectfully advises the Staff that it has revised the disclosure on page 14 of the Amended Proxy Statement to add a
new risk factor to address the Staff’s comment.

3.
 With a view toward disclosure, please tell us whether your sponsor is, is controlled by, has any members
who are, or has substantial ties with, a non-U.S. person. Please also tell us whether anyone or any entity associated with or otherwise involved in the transaction, is, is controlled by, has any members who
are, or has substantial ties with, a non-U.S. person. Also revise your filing to include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a target company should the transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial
business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which
would expire worthless.

 RESPONSE: The Company respectfully advises the Staff that it has revised the
disclosure on page 15 of the Amended Proxy Statement to add a new risk factor to address the Staff’s comment.

*    *    *

If you have any questions regarding the Preliminary Proxy Statement or the responses contained in this letter, please do not hesitate to
contact the undersigned at (212) 735-8764.

 Sincerely,

 /s/ Jack Levy

 Jack Levy

cc:
 Anthony Saur

 
 Morrison Cohen LLP

 
 Russell Stidolph, Chief Executive Officer

 
 AltEnergy Acquisition Corp