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January 11, 2022

Justin Mirro
Chairman and Chief Executive Officer
Kensington Capital Acquisition Corp. IV
1400 Old Country Road, Suite 301
Westbury, New York 11590

Re: Kensington Capital
Acquisition Corp. IV
Draft Registration
Statement on Form S-1
Submitted December
15, 2021
CIK No. 0001899287

Dear Mr. Mirro:

We have reviewed your draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.

Draft Registration Statement on Form S-1 Submitted December 15, 2021

Cover Page

1. Please revise your
cover page to disclose that your initial shareholders will own shares
representing at least
30.0% (or 37.0% if your sponsor purchases $20 million of the units
issued in this
offering) of your outstanding ordinary shares immediately following the
completion of this
offering. In addition, in an appropriate location in the prospectus,
please disclose the
reason(s) for the creation of two classes of warrants, and disclose on
the cover page that
these features are different than the traditional SPAC structure.
Justin Mirro
FirstName
KensingtonLastNameJustin Mirro
Capital Acquisition Corp. IV
Comapany
January 11,NameKensington
2022 Capital Acquisition Corp. IV
January
Page 2 11, 2022 Page 2
FirstName LastName
Capitalization, page 101

2. We note in your summary risk factor on page 48 that you intend to
account for the public
warrants as liabilities. Please confirm, and revise your disclosure in
footnote 4 to the
capitalization table to state, if true, that the warrant liability
recognized in your
capitalization table includes both public and private warrants.
You may contact Eric McPhee at 202-551-3693 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Ronald (Ron) E. Alper at 202-551-3329 or Maryse Mills-Apenteng at
202-551-3457 with
any other questions.



Sincerely,

Division of
Corporation Finance
Office of Real
Estate & Construction
cc: Chuck Samuelson