Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
FAX: (212) 310-8007
March 5, 2021
VIA EDGAR TRANSMISSION
Office of Telecommunications
Securities and Exchange Commission
Division of Corporation Finance
100 F Street NE
Washington, D.C. 20549-3561
| Re: | Fortress Value Acquisition Corp. IV |
Draft Registration Statement on Form S-1 |
Submitted on October 22, 2020 |
CIK No. 0001828183 |
Ladies and Gentlemen:
On behalf of our client, Fortress Value Acquisition Corp. IV, a Delaware corporation (the “Company”), we submit this letter in response to the comment of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated November 18, 2020, relating to the Draft Registration Statement on Form S-1 of the Company (CIK No. 0001828183) submitted to the Commission on October 22, 2020 (the “Draft Registration Statement”). We have since filed via EDGAR a Registration Statement on Form S-1 of the Company (File. No. 333-253306) on February 19, 2021 (the “Registration Statement”). The changes reflected in the Registration Statement include those made in response to the Staff’s comments.
Set forth below are the Company’s responses to the Staff’s comments. For ease of reference, the Staff’s comments are reproduced below in bold and each is followed by the Company’s response.
Redemption of Warrants for Class A Common Stock, page 136
| 1. | Please correct this heading, and the similar heading and disclosures that follow here and in the summary to clarify that redemption of warrants when shares are trading at more than $10 per share will be at $0.10 cash per share, but that the exercise of warrants during a notice period for such redemption will be for shares of Class A common stock, as shown in the table on page 137. Your current heading suggests that investors who do not exercise during this period may receive shares in the redemption, rather than the nominal cash payment of $0.10. |
Securities and Exchange Commission
March 5, 2021
Page 2
The Company acknowledge the Staff’s comment and has revised the disclosure on pages 15 and 138 accordingly.
* * * * *
Please contact the undersigned at (212) 310-8971 if you have any questions or need further information.
| Sincerely yours, |
/s/ Alexander Lynch |
| Alexander Lynch |
| cc: | Joshua A. Pack |
Chief Executive Officer
Fortress Value Acquisition Corp. IV
Jorge Bonilla, SEC
Wilson Lee, SEC
Todd K. Schiffman, SEC
Pam Long, SEC
Skadden, Arps, Slate, Meagher & Flom LLP
Gregg A. Noel, Esq.
Michael Mies, Esq.
2
