decarbiv-corresp.htm

Re:

Decarbonization Plus Acquisition Corporation IV

Form S-1 filed March 15, 2021, Amendment No. 1 to Form S-1 filed April 7, 2021

File No. 333-254259

Set forth below are the responses of Decarbonization Plus Acquisition Corporation IV (the “Company,” “we,” “us” or “our”) to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) by letter dated April 9, 2021 with respect to the Company’s Registration Statement on Form S-1, File No. 333-254259, filed with the Commission on March 15, 2021, and Amendment No. 1 to the Company’s Registration Statement on Form S-1, File No. 333-254259, filed with the Commission on April 7, 2021 (the “Registration Statement”). Concurrently with the submission of this letter, we are filing Amendment No. 2 to the Registration Statement (“Amendment No. 2”).

For your convenience, the Company’s response is prefaced by the exact text of the Staff’s corresponding comment in bold, italicized text. All references to page numbers and captions correspond to Amendment No. 2 unless otherwise specified.

RESPONSE: We have added a new risk factor discussing the exclusive forum provision in Exhibit 4.4, Section 9.3 (Warrant Agreement). See page 59 of Amendment No. 2.

Please direct any questions that you have with respect to the foregoing or if any additional supplemental information is required by the Staff, please contact E. Ramey Layne or Brenda K. Lenahan of Vinson & Elkins L.L.P. at (713) 758-4629 or (212) 237-0133.

	Very truly yours,

	Decarbonization Plus Acquisition Corporation IV


	By:	/s/ Peter Haskopoulos .
	Name:	Peter Haskopoulos
	Title:	Chief Financial Officer, Chief Accounting Officer and Secretary

cc:	E. Ramey Layne, Vinson & Elkins L.L.P.
	Brenda K. Lenahan, Vinson & Elkins L.L.P.
	Derek Dostal, Davis Polk & Wardwell LLP
	Deanna L. Kirkpatrick, Davis Polk & Wardwell LLP