September 11, 2024

Anthony Colucci
Chief Financial Officer
Alta Equipment Group Inc.
13211 Merriman Road
Livonia, MI 48150

       Re: Alta Equipment Group Inc.
           Form 10-K Fiscal Year Ended December 31, 2023
           File No. 001-38864
Dear Anthony Colucci:

       We have reviewed your September 4, 2024 response to our comment letter
and have the
following comment(s).

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

        After reviewing your response to this letter, we may have additional
comments. Unless we
note otherwise, any references to prior comments are to comments in our August
20, 2024 letter.

Form 10-K for Fiscal Year Ended December 31, 2023
Consolidated Statements of Cash Flows, page 44

1.     We note your response to prior comment 2 and your conclusion that
classification of
       "rent-to-rent" equipment sales proceeds in operating, rather than
investing, activities was
       immaterial on a quantitative and qualitative basis. We note that your
quantitative
       assessment of materiality was based on the lesser of a percentage of net
revenues, total
       assets, and non-GAAP Adjusted EBITDA. However, based on a comparison of
the error
       amounts to the "as corrected" balances for each period, net cash
provided by operating
       activities appears to be overstated by material percentages for at least
several of the
       periods in your response. For example, it appears operating cash flows
were overstated by
       9.2%, 40.5%, and 27.4% for the years ended December 31, 2023, 2022, and
2021,
       respectively, as determined by dividing the error by the corrected
amounts. Given the
       magnitude of the errors in net cash provided by operating activities it
appears the errors
       were quantitatively material. With regard to your qualitative
materiality assessment, the
       quantitative magnitude of the errors makes it unlikely qualitative
factors could overcome
 September 11, 2024
Page 2

       the quantitative significance of the errors. Therefore, we believe you
should reconsider the
       need to restate your consolidated statements of cash flows.
       Please contact Robert Shapiro at 202-551-3273 or Lyn Shenk at
202-551-3380 if you
have questions regarding comments on the financial statements and related
matters.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Trade &
Services