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                              April 19, 2021

       R. Brad Marin
       Chairman and Chief Executive Officer
       Riverview Acquisition Corp.
       510 South Mendenhall Road Suite 200
       Memphis, TN 38117

                                                        Re: Riverview
Acquisition Corp.
                                                            Registration
Statement on Form S-1
                                                            Filed April 8, 2021
                                                            File No. 333-255116

       Dear Mr. Marin:

              We have reviewed your 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form S-1

       Risk Factors , page 61

   1.                                                   We note your response
to our prior comment 3 and reissue the comment in part. We note
                                                        your disclosure here
and on page 125 that the exclusive forum provision in your amended
                                                        and restated
certificate of incorporation could apply to a suit that falls within one or
more
                                                        of the categories
enumerated in the exclusive forum provision and asserts claims under the
                                                        Securities Act,
inasmuch as Section 22 of the Securities Act, creates concurrent
                                                        jurisdiction for
federal and state courts over all suits brought to enforce any duty or
                                                        liability created by
the Securities Act or the rules and regulations thereunder. Please
                                                        disclose whether you
intend for your exclusive forum provision to apply to actions arising
                                                        under the Securities
Act. In addition, please ensure that the exclusive forum provision in
                                                        your amended and
restated certificate of incorporation states clearly whether
 R. Brad Marin
Riverview Acquisition Corp.
April 19, 2021
Page 2
      this provision will apply to actions arising under the Securities Act or
Exchange Act.
Exhibits

2.    We note that the form of warrant agreement filed as Exhibit 4.4 provides
that the company
      agrees that any action, proceeding or claim against it arising out of or
relating in any way
      to the agreement shall be brought and enforced in the courts of the State
of New York or
      the United States District Court for the Southern District of New York,
and irrevocably
      submits to such jurisdiction, "which jurisdiction shall be the exclusive
forum" for any
      such action, proceeding or claim. If this provision requires investors in
this offering
      to bring any such action, proceeding or claim in the courts of the State
of New York or the
      United States District Court for the Southern District of New York,
please disclose such
      provision in your registration statement, and disclose whether this
provision applies to
      actions arising under the Securities Act or Exchange Act. If the
provision applies to
      actions arising under the Securities Act or Exchange Act, please also add
related risk
      factor disclosure. If this provision does not apply to actions arising
under the Securities
      Act or Exchange Act, please also ensure that the provision in the warrant
agreement states
      this clearly.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

        You may contact Mark Wojciechowski, Staff Accountant, at 202-551-3759
or Karl
Hiller, Accounting Branch Chief, at 202-551-3686 if you have questions
regarding comments on
the financial statements and related matters. Please contact Irene
Barberena-Meissner, Staff
Attorney, at 202-551-6548 or Loan Lauren Nguyen, Legal Branch Chief, at
202-551-362 with
any other questions.



                                                            Sincerely,
FirstName LastNameR. Brad Marin
                                                            Division of
Corporation Finance
Comapany NameRiverview Acquisition Corp.
                                                            Office of Energy &
Transportation
April 19, 2021 Page 2
cc:       Kevin E. Manz, Esq.
FirstName LastName