Decarbonization Plus Acquisition Corporation IV
2744 Sand Hill Road, Suite 100
Menlo Park, CA 94025
June 29, 2021
Office of Finance
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-3561
Re: | Decarbonization Plus Acquisition Corporation IV Form S-1 filed March 15, 2021, Amendment No. 1 to Form S-1 filed April 7, 2021 File No. 333-254259 |
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Ladies and Gentlemen:
Set forth below are the responses of Decarbonization Plus Acquisition Corporation IV (the “Company,” “we,” “us” or “our”) to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated April 9, 2021 with respect to the Company’s Registration Statement on Form S-1, File No. 333-254259, filed with the Commission on March 15, 2021, and Amendment No. 1 to the Company’s Registration Statement on Form S-1, File No. 333-254259, filed with the Commission on April 7, 2021 (the “Registration Statement”). Concurrently with the submission of this letter, we are filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”).
For your convenience, the Company’s response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 2 unless otherwise specified.
Amendment No. 1 to Form S-1 filed 4/7/2021
General
1. | Please add a new risk factor discussing the exclusive forum provision in Exhibit 4.4., Section 9.3 (Warrant Agreement). |
RESPONSE: We have added a new risk factor discussing the exclusive forum provision in Exhibit 4.4, Section 9.3 (Warrant Agreement). See page 59 of Amendment No. 2.
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Securities and Exchange Commission
June 29, 2021
Page 2
Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact E. Ramey Layne or Brenda K. Lenahan of Vinson & Elkins L.L.P. at (713) 758-4629 or (212) 237-0133.
| Very truly yours, | |
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| Decarbonization Plus Acquisition Corporation IV | |
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| By: | /s/ Peter Haskopoulos . |
| Name: | Peter Haskopoulos |
| Title: | Chief Financial Officer, Chief Accounting Officer and Secretary |
Enclosures
cc: | E. Ramey Layne, Vinson & Elkins L.L.P. |
| Brenda K. Lenahan, Vinson & Elkins L.L.P. |
| Derek Dostal, Davis Polk & Wardwell LLP |
| Deanna L. Kirkpatrick, Davis Polk & Wardwell LLP |
