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August 18, 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. 2 to
Registration Statement on Form S-4
Filed August 10,
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
August 8, 2022 letter.

Registration Statement on Form S-4/A#2 filed on August 10, 2022

Unaudited Pro Forma Condensed Combined Financial Information, page 91

1. We note your response
to prior comment 1. Based on your presentation of an additional
pro forma scenario,
which assumes Amprius waives the Minimum Cash Condition, please
revise the filing to
address the following:
Ensure disclosures
throughout the filing adequately present and address the potential
impact of all
three pro forma scenarios now presented, for example, it appears you
should revise
disclosures on pages 12, 13, 27, and 276 to also present the potential
impact of the full
redemptions scenario;
Revise MD&A to
disclose and discuss the potential impact on the merged entity's
financial
condition and proposed expansion plans if Amprius waives the Minimum
Justin Mirro
Kensington Capital Acquisition Corp. IV
August 18, 2022
Page 2
Cash Condition; and
Disclose and discuss any additional potential risks and
consequences to shareholders
of the merged entity if Amprius waives the Minimum Cash
Condition.
Index to Financial Statements, page F-1

2. Please provide updated interim financial statements and related
disclosures as required by
Rule 8-08 of Regulation S-X.
You may contact Beverly Singleton at 202-551-3328 or Anne McConnell at
202-551-
3709 if you have questions regarding comments on the financial statements and
related
matters. Please contact Sherry Haywood at 202-551-3345 or Erin Purnell at
202-551-3454 with
any other questions.



FirstName LastNameJustin Mirro Sincerely,
Comapany NameKensington Capital Acquisition Corp. IV
Division of Corporation
Finance
August 18, 2022 Page 2 Office of Manufacturing
FirstName LastName