Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
July 1, 2021
VIA EDGAR
Jennifer Gowetski and Mary Beth Breslin
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | AltC Acquisition Corp. |
Withdrawal of Acceleration Request for Registration Statement on Form S-1
Filed March 15, 2021, as amended
File No. 333-254263
Dear Ladies and Gentlemen:
Reference is made to our letter, filed as correspondence via EDGAR on June 28, 2021, in which we, as representative of the several underwriters of AltC Acquisition Corp.’s (the “Company”) proposed initial public offering, joined the Company’s request for acceleration of the effective date of the above-referenced Registration Statement for June 30, 2021, at 4:00 p.m. Eastern Time. The Company is no longer requesting that such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.
[Signature Page Follows]
| Very truly yours, | |||
| Citigroup Global Markets Inc. | |||
| as representative of the Underwriters | |||
| By: | /s/ Pavan Bellur | ||
| Name: | Pavan Bellur | ||
| Title: | Managing Director | ||
[Signature Page to Withdrawal of Acceleration Request]