United States securities and exchange commission logo
November 6, 2020
Daniel J. Hennessy
Chairman and Chief Executive Officer
Hennessy Capital Acquisition Corp. IV
3415 N. Pines Way, Suite 204
Wilson, Wyoming 83014
Re: Hennessy Capital
Acquisition Corp. IV
Amendment No. 1 to
Registration Statement on Form S-4
Filed October 23,
2020
File No. 333-248923
Dear Mr. Hennessy:
We have reviewed your amended 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.
Unless we note
otherwise, our references to prior comments are to comments in our
October 15, 2020 letter.
Amendment No. 1 to Registration Statement on Form S-4 filed October 23,
2020
What interests do Hennessy Capital's current officers and directors have
in the Business
Combination?, page 9
1. Please revise the first
bullet point here, and elsewhere, to disclose the consideration paid
for the Sponsor shares
and Private Placement Warrants.
Material U.S. Federal Income Tax Considerations, page 137
2. Please remove the
disclosure that "This discussion is for informational purposes only".
Daniel J. Hennessy
FirstName LastNameDaniel
AcquisitionJ. Corp.
Hennessy
Hennessy Capital IV
Comapany 6,
November NameHennessy
2020 Capital Acquisition Corp. IV
November
Page 2 6, 2020 Page 2
FirstName LastName
General
3. We note that the proxy statement/prospectus is missing information
such as the Hennessy
Capital record date and special meeting date, interests of directors
and officers, and the
Board of New Canoo. Please include this information, and any other
missing information,
in a pre-effective amendment.
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,
Division of
Corporation Finance
Office of
Manufacturing
cc: Michael P. Heinz