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August 8, 2022

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

Re: Kensington Capital
Acquisition Corp. IV
Amendment No. 1 to
Registration Statement on Form S-4
Filed July 25, 2022
File No. 333-265740

Dear Mr. Mirro:

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 July
18, 2022 letter.

Registration Statement on Form S-4/A#1 filed on July 25, 2022

Unaudited Pro Forma Condensed Combined Financial Information, page 91

1. We note your response
to prior comment 16 and the additional disclosures you provided,
including:
if holders of more
than 3 million Kensington Class A Ordinary Shares exercise
redemption rights
and the Minimum Cash Condition is not met, Amprius has the
right, in its sole
discretion, to waive such condition which could result in the Business
Combination being
consummated with redemptions greater than those presented in
the Assuming
Maximum Redemption scenario; and
actual financial
position and results of operations may differ significantly from the
pro forma amounts
presented.
Justin Mirro
Kensington Capital Acquisition Corp. IV
August 8, 2022
Page 2
Please disclose and discuss the full range of possible outcomes that
could occur if
Amprius waives the Minimum Cash Condition. Please also more fully
explain how you
considered the requirements of Rule 11-02(a)(10) of Regulation S-X in
determining that
the current pro forma disclosures are adequate since it does not
appear they give effect to
the range of possible results.
2. We note your response to prior comment 17, including your
consideration of indexation
and tender offer provisions associated with warrants. Please more
fully explain to us the
terms and provisions of the Public Warrants and the Private Warrants
that result in their
classification as liabilities. Please also more fully explain to us
the terms and provisions of
the Public Warrants and the Private Warrants that will result in their
re-classification to
equity after the Business Combination.
You may contact Beverly Singleton, Staff Accountant at (202) 551-3328
or Anne
McConnell, Staff Accountant at (202) 551-3709 if you have questions regarding
comments on
the financial statements and related matters. Please contact Sherry Haywood,
Staff Attorney at
(202) 551-3345 or Erin Purnell, Legal Branch Chief at (202) 551-3454 with any
other questions.



FirstName LastNameJustin Mirro Sincerely,
Comapany NameKensington Capital Acquisition Corp. IV
Division of Corporation
Finance
August 8, 2022 Page 2 Office of Manufacturing
FirstName LastName