SEC Comment Letter 0000000000-23-001303 to Forum Merger IV Corp (CIK 0001842916)
Forum Merger IV Corp (CIK 0001842916)
Date: Feb. 8, 2023 · CIK: 0001842916 · Accession: 0000000000-23-001303
AI Filing Summary & Sentiment
File numbers found in text: 001-40230
Letter
United States securities and exchange commission logo February 8, 2023 Marshall Kiev Co-Chief Executive Officer Forum Merger IV Corp 1615 South Congress Avenue, Suite 103 Delray Beach, Florida 33445 Re:Forum Merger IV Corp Preliminary Proxy Statement on Schedule 14A Filed January 31, 2023 File No. 001-40230 Dear Marshall Kiev: We have reviewed your filing and have the following comment. In our comment, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this comment within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response and any amendment you may file in response to this comment, we may have additional comments. Preliminary Proxy Statement on Schedule 14A filed January 31, 2023 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameMarshall Kiev Comapany NameForum Merger IV Corp February 8, 2023 Page 2 FirstName LastName Marshall Kiev Forum Merger IV Corp February 8, 2023 Page 2 in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. 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. Please contact Ronald (Ron) E. Alper at 202-551-3329 or Maryse Mills-Apenteng at 202- 551-3457 with any questions. Sincerely, Division of Corporation Finance Office of Real Estate & Construction cc: Elliott Smith
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United States securities and exchange commission logo
February 8, 2023
Marshall Kiev
Co-Chief Executive Officer
Forum Merger IV Corp
1615 South Congress Avenue, Suite 103
Delray Beach, Florida 33445
Re:Forum Merger IV Corp
Preliminary Proxy Statement on Schedule 14A
Filed January 31, 2023
File No. 001-40230
Dear Marshall Kiev:
We have reviewed your filing and have the following comment. In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response and any amendment you may file in response to
this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A filed January 31, 2023
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to complete your initial business
combination. For instance, discuss the risk to investors that you may not be able to
complete an initial business combination with a U.S. target company should the
transaction be subject to review by a U.S. government entity, such as the Committee on
Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool of potential targets with which you could complete an initial business
combination may be limited. Further, disclose that the time necessary for government
review of the transaction or a decision to prohibit the transaction could prevent you from
completing an initial business combination and require you to liquidate. Disclose the
consequences of liquidation to investors, such as the losses of the investment opportunity
FirstName LastNameMarshall Kiev
Comapany NameForum Merger IV Corp
February 8, 2023 Page 2
FirstName LastName
Marshall Kiev
Forum Merger IV Corp
February 8, 2023
Page 2
in a target company, any price appreciation in the combined company, and the warrants,
which would expire worthless.
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.
Please contact Ronald (Ron) E. Alper at 202-551-3329 or Maryse Mills-Apenteng at 202-
551-3457 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc: Elliott Smith