United States securities and exchange commission logo
May 27, 2021
Michael Klein
Chief Executive Officer
Churchill Capital Corp IV
640 Fifth Avenue, 12th Floor
New York, NY, 10019
Re: Churchill Capital
Corp IV
Amendment No. 1 to
Registration Statement on Form S-4
Filed May 14, 2021
File No. 333-254543
Dear Mr. Klein:
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.
Amendment No. 1 to Registration Statement on Form S-4 filed May 14, 2021
Interests of Certain Persons in the Business Combination, page 38
1. Please add the
interests of the PIPE investors in this section. Disclose the difference in the
price that they will
pay for the shares versus the current closing price per share.
Background of the Transactions, page 134
2. Please expand your
revisions added in response to prior comment 8 to clarify how the
preliminary due
diligence sessions, including those with Lucid and its advisors, and
forecasted financial
information relate to the enterprise value proposed on January 14.
Explain specifically
what due diligence was conducted, including with respect to the
forecasted financial
information that Lucid provided to you, given your disclosure
regarding when due
diligence began.
Michael Klein
Churchill Capital Corp IV
May 27, 2021
Page 2
You may contact Beverly Singleton at (202) 551-3328 or Jean Yu at (202)
551-3305 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Geoff Kruczek at (202) 551-3641 or Erin Purnell at (202) 551-3454 with
any other
questions.
Sincerely,
FirstName LastNameMichael Klein
Division of
Corporation Finance
Comapany NameChurchill Capital Corp IV
Office of
Manufacturing
May 27, 2021 Page 2
cc: Michael Aiello
FirstName LastName