CORRESP Filing
GSR IV Acquisition Corp.
Date: Aug. 22, 2025 · CIK: 0002072404 · Accession: 0001213900-25-080054
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-289061
Referenced dates: August 11, 2025
Letter
10250 Constellation Blvd., Suite 1100
Los Angeles, California 90067
Tel: +1.424.653.5500 Fax: +1.424.653.5501
www.lw.com
FIRM / AFFILIATE OFFICES
Austin Milan
Beijing Munich
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August 22, 2025 Chicago Riyadh
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Düsseldorf San Francisco
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Hamburg Silicon Valley
Hong Kong Singapore
Houston Tel Aviv
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Los Angeles Washington, D.C.
Madrid
VIA EDGAR AND ELECTRONIC MAIL
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Attn: William Demarest
Isaac Esquivel
Ruairi Regan
Dorrie Yale
Division of Corporation Finance
Office of Real Estate & Construction
Re : GSR IV Acquisition Corp.
Registration Statement on Form S-1
Filed July 29, 2025
File No. 333-289061
To the addressees set forth above:
On behalf of our client, GSR IV Acquisition Corp. (the " Company "), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") in its comment letter dated August 11, 2025 (the " Comment Letter ") with respect to the Registration Statement on Form S-1 filed with the Commission by the Company on June 29, 2025. Concurrently with the filing of this letter, the Company has filed Amendment No. 1 to the Registration Statement on Form S-1 (the " Registration Statement ") through EDGAR.
For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold type below followed by the Company's response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement.
Registration Statement on Form S-1 filed June 29, 2025
Summary, page 1
1. We note revisions in response to prior comment 7, but also that you continue to disclose on page 26 and 112 that your directors and officers also have agreed to vote in favor of your initial business combination with respect to public shares acquired by them, if any, and on page 110 that the purpose of the purchase of public shares by your sponsor, directors and officers could be to vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business combination. Please provide your analysis on how such potential purchases would comply with Rule 14e-5..
Response: The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on pages 19, 24, 25, 45, 46, 74, 110, 111, 112, 114, 139, and 150 of the Registration Statement.
Management, page 127
2. We acknowledge your revised disclosures in response to prior comment 17. However, as previously stated, please also revise to ensure that for each director and executive officer, you disclose the business experience, principal occupations, and employment of such individuals during the past five years.
Response: The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on pages 3, 4, 5, 97, 98, 99, 129, 130, and 131 of the Registration Statement.
We hope that the foregoing has been responsive to the Staff's comments and look forward to resolving any outstanding issues as quickly as possible.
Please direct any questions or comments regarding the foregoing to Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 or Steven.Stokdyk@lw.com.
Very truly yours,
/s/ Steven B. Stokdyk
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CORRESP 1 filename1.htm 10250 Constellation Blvd., Suite 1100 Los Angeles, California 90067 Tel: +1.424.653.5500 Fax: +1.424.653.5501 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Munich Boston New York Brussels Orange County Century City Paris August 22, 2025 Chicago Riyadh Dubai San Diego Düsseldorf San Francisco Frankfurt Seoul Hamburg Silicon Valley Hong Kong Singapore Houston Tel Aviv London Tokyo Los Angeles Washington, D.C. Madrid VIA EDGAR AND ELECTRONIC MAIL Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: William Demarest Isaac Esquivel Ruairi Regan Dorrie Yale Division of Corporation Finance Office of Real Estate & Construction Re : GSR IV Acquisition Corp. Registration Statement on Form S-1 Filed July 29, 2025 File No. 333-289061 To the addressees set forth above: On behalf of our client, GSR IV Acquisition Corp. (the " Company "), we submit this letter setting forth the responses of the Company to the comments provided by the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ") in its comment letter dated August 11, 2025 (the " Comment Letter ") with respect to the Registration Statement on Form S-1 filed with the Commission by the Company on June 29, 2025. Concurrently with the filing of this letter, the Company has filed Amendment No. 1 to the Registration Statement on Form S-1 (the " Registration Statement ") through EDGAR. For your convenience, we have set forth each comment of the Staff from the Comment Letter in bold type below followed by the Company's response thereto. Unless otherwise indicated, capitalized terms used herein have the meanings assigned to them in the Registration Statement. Registration Statement on Form S-1 filed June 29, 2025 Summary, page 1 1. We note revisions in response to prior comment 7, but also that you continue to disclose on page 26 and 112 that your directors and officers also have agreed to vote in favor of your initial business combination with respect to public shares acquired by them, if any, and on page 110 that the purpose of the purchase of public shares by your sponsor, directors and officers could be to vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of our initial business combination. Please provide your analysis on how such potential purchases would comply with Rule 14e-5.. Response: The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on pages 19, 24, 25, 45, 46, 74, 110, 111, 112, 114, 139, and 150 of the Registration Statement. Management, page 127 2. We acknowledge your revised disclosures in response to prior comment 17. However, as previously stated, please also revise to ensure that for each director and executive officer, you disclose the business experience, principal occupations, and employment of such individuals during the past five years. Response: The Company acknowledges the Staff's comment and respectfully advises the Staff that the Company has revised disclosure on pages 3, 4, 5, 97, 98, 99, 129, 130, and 131 of the Registration Statement. We hope that the foregoing has been responsive to the Staff's comments and look forward to resolving any outstanding issues as quickly as possible. Please direct any questions or comments regarding the foregoing to Steven B. Stokdyk of Latham & Watkins LLP at (213) 891-7421 or Steven.Stokdyk@lw.com. Very truly yours, /s/ Steven B. Stokdyk Steven B. Stokdyk cc: Gus Garcia, Co-Chief Executive Officer, GSR IV Acquisition Corp. Lewis Silberman, Co-Chief Executive Officer, GSR IV Acquisition Corp James Brown, Holland & Knight LLP