United States securities and exchange commission logo
October 15, 2020
Daniel J. Hennessy
Chairman and Chief Executive Officer
Hennessy Capital Acquisition Corp. IV
3485 N. Pines Way, Suite 110
Wilson, Wyoming 83014
Re: Hennessy Capital
Acquisition Corp. IV
Registration
Statement on Form S-4
Filed September 18,
2020
File No. 333-248923
Dear Mr. Hennessy:
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.
Registration Statement on Form S-4 filed September 18, 2020
Cover Page
1. Please limit your
letter to stockholders of Hennessy Capital Acquisition Corp. IV to one
page. For guidance,
refer to Item 501(b) of Regulation S-K.
2. We note that you plan
to issue shares of Class A Common Stock to the PIPE Investors.
Please tell us what
exemption from the Securities Act you are relying upon and the facts
supporting your use of
the exemption.
Daniel J. Hennessy
FirstName LastNameDaniel
AcquisitionJ. Corp.
Hennessy
Hennessy Capital IV
Comapany
October 15,NameHennessy
2020 Capital Acquisition Corp. IV
October
Page 2 15, 2020 Page 2
FirstName LastName
Cautionary Note Regarding Forward-Looking Statements, page 35
3. Please revise the disclosure in the thirteenth bullet point on page 35
about Canoo's ability
to obtain funding for its operations to clarify the reference to
funding. For example, is the
funding referring to proceeds to be received from the PIPE Investors?
Risk Factors, page 37
4. Please add a risk factor to highlight the the risks associated with
the loan under the
Paycheck Protection Program mentioned on page 204, such as the risk
that all or parts of
the loan may not be forgiven.
Canoo is or may be subject to the risks associated with strategic alliances,
page 61
5. We note the disclosure on page 61 that you have entered into strategic
alliances. Please
expand the disclosure in the appropriate section to disclose the
nature of the strategic
alliances and disclose, if applicable the material terms of the
agreements related to those
alliances.
Satisfaction of 80% Test, page 115
6. Please expand your disclosure in this section to disclose how the
board determined that
the fair market value of the business combination met the 80% test.
Lock-Up Agreements, page 134
7. Please revise to disclose the number of shares held by the "certain
existing Canoo
shareholders, including all Canoo officers, directors, holders of 3%
or more of the
outstanding Canoo Shares" who will enter into the lock-up agreements.
Material U.S. Federal Income Tax Considerations of the Redemption and the
Business
Combination, page 135
8. Please be advised that we may have additional comments about the
disclosure in this
section once the opinion of counsel has been filed as exhibit 8.1.
Also, delete the term
"certain" in the first sentence of this section. In addition, revise
your disclosure to provide
a firm conclusion regarding treatment of the transaction under Section
368(a). In this
regard, we note your disclosure in the fourth paragraph on page 140.
Overview, page 163
9. Please disclose the material terms of the agreement with Hyundai Motor
Group mentioned
in the third paragraph of this section.
Intellectual Property, page 191
10. Please disclose the scope and duration of your material patents.
Daniel J. Hennessy
Hennessy Capital Acquisition Corp. IV
October 15, 2020
Page 3
Security Ownership of Certain Beneficial Owners and Management, page 266
11. Please revise the disclosure in the footnotes in this section to
disclose the natural person or
persons who exercise the sole or shared voting and/or dispositive powers
with respect to
the securities held by the legal entities listed in the tables.
General
12. We note that Section 10p. of your subscription agreement, filed as Annex
H, contains a
provision stating that "[E]ach party hereto hereby waives any right to a
jury trial in
connection with any litigation pursuant to this subscription agreement
and the transactions
contemplated hereby." Please amend your filing to clearly disclose
whether this provision
applies to federal securities law claims, and amend your risk factor
disclosure accordingly.
Also, provide a discussion describing the main aspects of this
provision, the risks of the
provision or other impacts on shareholders, any uncertainty about
enforceability, and
whether or not the provision applies to purchasers in secondary
transactions. If this
provision is not intended to apply to federal securities law claims,
amend your
subscription agreement to state the same, or tell us how you will inform
future investors of
this limitation.
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 Kevin Stertzel, Staff Accountant, at 202-551-3723 or
John Cash,
Accounting Branch Chief, at 202-551-3768 if you have questions regarding
comments on the
financial statements and related matters. Please contact Thomas Jones, Staff
Attorney, at 202-
551-3602 or Sherry Haywood, Staff Attorney, at 202-551-3345 with any other
questions.
Sincerely,
FirstName LastNameDaniel J. Hennessy
Division of
Corporation Finance
Comapany NameHennessy Capital Acquisition Corp. IV
Office of
Manufacturing
October 15, 2020 Page 3
cc: Michael P. Heinz
FirstName LastName