AltC Acquisition Corp.
640 Fifth Avenue, 12th Floor
New York, NY 10019
July 6, 2021
VIA EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Attention: Jennifer Gowetski and Mary Beth Breslin
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AltC Acquisition Corp. Registration Statement on Form S-1 (Registration No. 333-254263) |
Dear Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration Statement on Form S-1 (the “Registration Statement”) relating to the registration of 46,000,000 shares of Class A common stock, $0.0001 par value, of AltC Acquisition Corp. (the “Company”) be accelerated to July 7, 2021 at 4:00 PM ET or as soon thereafter as may be practicable.
We understand that the Staff will consider this request as confirmation by the Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Barbra Broudy of Weil, Gotshal & Manges LLP at (212) 310-8744.
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| Very truly yours, | ||
| AltC Acquisition Corp. | ||
| By: | /s/ Jay Taragin | |
| Name: | Jay Taragin | |
| Title: | Chief Financial Officer | |