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                             April 26, 2021

       Rhett Bennett
       Chief Executive Officer
       Black Mountain Acquisition Corp.
       425 Houston Street, Suite 400
       Fort Worth, Texas 76102

                                                        Re: Black Mountain
Acquisition Corp.
                                                            Draft Registration
Statement on Form S-1
                                                            Filed March 30,
2021

       Dear Mr. Bennett:

              We have reviewed your draft registration statement 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 this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 filed March 30, 2021

       Summary
       The Offering, page 10

   1.                                                   On page 15 you state
that your initial business combination would require the approval of
                                                        37.5% of the public
shares sold in this offering (assuming all outstanding shares are voted
                                                        and assuming the
over-allotment option is not exercised). Please balance this disclosure
                                                        to state the amount of
public shares required to vote in favor of the transaction assuming
                                                        only the minimum number
of shares representing a quorum are voted and the over-
                                                        allotment option is not
exercised.
 Rhett Bennett
Black Mountain Acquisition Corp.
April 26, 2021
Page 2
Conflicts of Interest, page 112

2.       You state that your amended and restated certificate of incorporation
will provide that the
         "doctrine of corporate opportunity" will not apply with respect to
your officers or directors
         in circumstances where the application of the doctrine would conflict
with any fiduciary
         duties or contractual obligations they may have. You previously state
that, in general,
         officers and directors of a corporation incorporated under the laws of
the State of
         Delaware are required to present business opportunities to a
corporation if certain criteria
         are met. Please revise to clarify if the preceding disclosure is the
"doctrine of corporate
         opportunity." Please also clarify in the summary and risk factor
sections that your
         certificate of incorporation will waive protections provided under
Delaware law, intended
         to protect the company and stockholders in the event your officers or
directors face
         conflicts of interest.
        You may contact Ameen Hamady at 202-551-3891 or Jennifer Monick at
202-551-3295
if you have questions regarding comments on the financial statements and
related
matters. Please contact Kim McManus at 202-551-3215 or Pam Long at 202-551-3765
with any
other questions.



FirstName LastNameRhett Bennett                                Sincerely,
Comapany NameBlack Mountain Acquisition Corp.
                                                               Division of
Corporation Finance
April 26, 2021 Page 2                                          Office of Real
Estate & Construction
FirstName LastName