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February 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
Registration
Statement on Form S-1
Filed January 20,
2022
File No. 333-262266

Dear Mr. Mirro:

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-1 Filed January 20, 2022

Cover Page

1. We note your revised
disclosure in response to comment 1. Where you describe the Class
2 warrants as different
from a typical blank check company offering, please include
a cross-reference,
including the page number, to your discussion of the reasons for this
structure.
Justin Mirro
FirstName
KensingtonLastNameJustin Mirro
Capital Acquisition Corp. IV
Comapany11,
February NameKensington
2022 Capital Acquisition Corp. IV
February
Page 2 11, 2022 Page 2
FirstName LastName
Summary
Manner of conducting redemptions, page 34

2. You state that one reason for the structure of your offering is to
maximize the cash
available to you following the business combination. Please expand
your discussion to
address the possibility that the cash proceeds available to you could
be severely reduced if
shareholders redeem their Class A ordinary shares and forfeit the
Class 2 warrants, such
that you may not realize the benefit you describe of maximizing the
cash available to you
after the business combination. Further, please explain that warrant
holders may elect not
to exercise their warrants if the exercise price is higher than the
price of the underlying
shares, which could also negatively impact your cash position and
prevent you from
realizing the benefit you describe.
3. You state that a second reason for structuring the offering in the
manner you have is to
minimize dilution because it "may reduce the total number of warrants
outstanding, as
compared to a structure in which one unit consists of one share and
one full warrant...."
Please explain further how issuing two full warrants in this instance
would minimize
dilution as compared to a structure in which only one warrant were
issued or revise your
disclosure as applicable.
Exhibits
Exhibit 5.1, page II-3

4. We note the statement in Exhibit 5.1, the legal opinion, that an
affiliate of a partner of
Hughes Hubbard & Reed LLP owns limited liability company interests in
the Sponsor.
Please revise the registration statement to include disclosure,
including risk factor
disclosure, as appropriate, regarding this statement.
5. We note the statement in Exhibit 5.1 that the opinion "is furnished to
you in connection
with the filing of the Registration Statement and is not to be used,
circulated, quoted or
otherwise relied upon for any other purposes." Please have counsel
revise the legal
opinion to remove this statement as purchasers of the securities in
the offering are entitled
to rely on the opinion.
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.
Justin Mirro
Kensington Capital Acquisition Corp. IV
February 11, 2022
Page 3

You may contact Eric McPhee at 202-551-3693 or Wilson Lee at
202-551-3468 if you
have questions 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,
FirstName LastNameJustin Mirro
Division of Corporation
Finance
Comapany NameKensington Capital Acquisition Corp. IV
Office of Real Estate &
Construction
February 11, 2022 Page 3
cc: Chuck Samuelson
FirstName LastName