SecProbe.io

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 June 24, 2025

Blair Jordan
Chief Executive Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306

 Re: 180 Life Sciences Corp.
 Registration Statement on Form S-3
 Filed June 20, 2025
 File No. 333-288194
Dear Blair Jordan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Jason Drory at 202-551-8342 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: David M. Loev
</TEXT>
</DOCUMENT>

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 180 LIFE SCIENCES CORP.

 3000 El Camino Real

 Bldg. 4, Suite 200

 Palo Alto, CA 94306

 June 24, 2025

 Division of Corporation Finance
 VIA EDGAR

 U.S. Securities and Exchange Commission

 Washington D.C. 20549

 Re: 180 Life Sciences Corp.
 Form S-3 Registration Statement

 File No. 333-288194

 Acceleration Request

 Request Date : June 26, 2025

 Request Time : 4:30 p.m. Eastern Time (or
as soon thereafter as practicable)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, 180 Life Sciences Corp. (the " Registrant ") hereby requests that the
United States Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-captioned
Registration Statement (the " Registration Statement ") to become effective at 4:30 p.m. Eastern Standard Time, Thursday,
June 26, 2025, or as soon thereafter as practicable.

 Please contact Mr. David M.
Loev of The Loev Law Firm, PC at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this
request for acceleration has been granted.

 Very truly yours,

 /s/ Blair Jordan

 Blair Jordan

 Chief Executive Officer

CORRESP
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 filename1.htm

 180 LIFE SCIENCES CORP.

 3000 El Camino Real

 Bldg. 4, Suite 200

 Palo Alto, CA 94306

 May 16, 2025

 Division of Corporation Finance
 VIA EDGAR

 U.S.
Securities and Exchange Commission

 Washington D.C. 20549

 Re: 180 Life Sciences Corp.

 Form
S-3 Registration Statement

 File
No. 333-287150

 Acceleration Request

 Request Date : May 20, 2025

 Request Time : 4:00 p.m. Eastern Time (or as
soon thereafter as practicable)

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the
Securities Act of 1933, as amended, 180 Life Sciences Corp. (the " Registrant ") hereby requests that the United
States Securities and Exchange Commission (the " Commission ") take appropriate action to cause the above-captioned Registration
Statement (the " Registration Statement ") to become effective at 4:00 p.m. Eastern Standard Time, Tuesday, May 20, 2025,
or as soon thereafter as practicable.

 Please contact Mr. David M. Loev
of The Loev Law Firm, PC at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this request
for acceleration has been granted.

 Very truly yours,

 /s/ Blair Jordan

 Blair Jordan Interim Chief Executive Officer

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 May 15, 2025

Blair Jordan
Chief Executive Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306

 Re: 180 Life Sciences Corp.
 Registration Statement on Form S-3
 Filed May 9, 2025
 File No. 333-287150
Dear Blair Jordan:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Lauren Hamill at 303-844-1008 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Life
Sciences
cc: David Loev
</TEXT>
</DOCUMENT>

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180 LIFE SCIENCES CORP.

3000 El Camino Real

Bldg. 4, Suite 200

Palo Alto, CA 94306

February 4, 2025

    Division of Corporation Finance
    VIA EDGAR

U.S. Securities and Exchange Commission

Washington D.C. 20549

 Re: 180 Life Sciences Corp.

Form S-1 Registration Statement

File No. 333-283265

Acceleration Request

Request Date: February 7, 2025

Request Time: 4:00 p.m. Eastern Time (or
as soon thereafter as practicable)

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, 180 Life Sciences Corp. (the “Registrant”) hereby requests that the
United States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned
Registration Statement (the “Registration Statement”) to become effective at 4:00 p.m. Eastern Standard Time, Friday,
February 7, 2025, or as soon thereafter as practicable.

Please contact Mr. David M.
Loev of The Loev Law Firm, PC at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this
request for acceleration has been granted.

    Very truly yours,

    /s/ Blair Jordan

    Blair Jordan

    Interim Chief Executive Officer

CORRESP
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180 LIFE SCIENCES CORP.

3000 El Camino Real

Bldg. 4, Suite 200

Palo Alto, CA 94306

January 27, 2025

VIA EDGAR

Division of Corporation Finance

Office of Life Sciences

U.S. Securities & Exchange Commission

100 F Street, NE

Washington, DC 20549

Attn: Tyler Howes

  Jason Drory

Re: 180 Life Sciences Corp.

  Amendment No. 1 to Registration Statement on
Form S-1

  Filed December 20, 2024

  File No. 333-283265

Ladies and Gentlemen:

This letter responds to the
correspondence from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
dated January 7, 2025 (the “Comment Letter”) providing comments on the above-referenced Amendment No. 1 to Registration
Statement on Form S-1, filed on December 20, 2024 (the “Form S-1”) by 180 Life Sciences Corp., a Delaware corporation
(the “Company”, “we”, “us” or “180 Life”).

The Company today filed via
EDGAR its Pre-Effective Amendment No. 2 to its Registration Statement on Form S-1 (“Amendment No. 2”, and the registration
as amended through Amendment No. 2, the “Registration Statement”). The remainder of this letter responds to the Staff’s
comments on the Form S-1, which are set forth below along with our responses on behalf of the Company. We trust you shall deem the contents
of this transmittal letter responsive to your Comment Letter. For convenience, the Staff’s comments are repeated below in bold,
followed by the Company’s response to each comment as well as a summary of the responsive actions taken.

January 27, 2025

Page 2 of 5

Amendment No. 1 to Registration Statement on
Form S-1 filed December 20, 2024

Prospectus Summary

B. Industry Background, page 3

1.   We
note your disclosure that the “global online gaming sector is estimated to reach $97 billion in 2024...The cryptocurrency-based iGaming
sector is growing even faster, albeit from a smaller base value...” Since it appears that you are focusing on the cryptocurrency-based
iGaming sector, please revise your disclosure to clarify the current estimated market size of this specific sector.

RESPONSE: Please note that while our Technology
Gaming Platform has full cryptocurrency capability, it is by no means our intention to focus solely on that market. Our Technology Gaming
Platform allows us to address this fast growing market, but also allows us to access the traditional FIAT currency wagering markets.

That being said, we have updated Amendment No.
2 to include an estimate of the current estimated size of the cryptocurrency iGaming market and have also clarified that we plan to focus
initially on only the cryptocurrency market, and that in the future, we may expand to the traditional FIAT currency wagering market.

C. B2C Focus: Blockchain-Enabled Online Casinos,
page 5

2.
We note your assertions about your competitive position within your industry, including your disclosure that your platform’s
key feature is a “Superior User Experience” and that you believe your technology will allow for “best in class”
player engagement. This appears to be speculative given the current development status of your iGaming platform. Please disclose the basis
for these statements or otherwise advise.

RESPONSE:
Note, the Technology Gaming Platform is not under development – it was acquired as a fully capable,
operation ready, technology platform; albeit lacking a “front-end”. As such, it is fully developed (although like all software
packages, it will always be undergoing continuous improvement). We believe that the basis for evaluation in terms of player experience
and engagement rests on our close relationship with the vendor of the Technology Gaming Platform, which is an operator of online casinos
with many years of successful experience in the sector. With this experience has come exposure to multiple software packages and an understanding
of the evolving player experience expectations. The acquired Technology Gaming Package was developed to specifically address these evolving
needs, and based on our evaluation and the evaluation from the industry experts who built the package, we believe our platform is superior
to competitors products currently available, given the current state of the industry.

That being said, the Company has revised its disclosures
in Amendment No. 2 to remove the references to “best in class” and “Superior” user experience.

January 27, 2025

Page 3  of 5

Competition, page 8

3.
We note your disclosure that your recently acquired Gaming Technology Platform “offers full cryptocurrency capability supported
by blockchain technology.” Please revise your disclosure to clarify what this statement means.

RESPONSE:
We have clarified in Amendment No. 2 that the Gaming Technology Platform recently acquired by the Company
has been designed to offer cryptocurrency capability supported by blockchain technology. Blockchain technology is a database management
mechanism that allows transparent information sharing within a business network and is the technology that enables the existence of cryptocurrency.
The blockchain component software exists to enhance security and transparency. The Gaming Technology Platform has been designed to allow
wagering in cryptocurrency (which is what we plan to initially offer) as well as traditional FIAT currencies.

Blockchain Technology: Enhancing Trust and
Security, page 9

4.
We note your disclosure that “the core of [y]our potential B2B offering is [y]our advanced blockchain technology, which provides
significant advantages for gaming operators.” Please revise your disclosure to clarify what makes your technology “advanced”
and describe the material “significant advantages” your platform provides.

RESPONSE: We have removed the prior references
to our technology being advanced and clarified that we believe our B2B offering provides advantages for gaming operators due to our blockchain
technology over those offerings of our competitors, which do not include blockchain technology.

Risk Factors

Our accounts payable are significant, and we
do not currently have sufficient funds..., page 25

5.
We note your response to our prior comment 4 and the related revisions on page 25. Please further revise the newly added risk factor
to quantify the “large portion” of your accounts payable balance that is past due, as of the most recent practicable date.

RESPONSE: We have updated Amendment
No. 2 to clarify that a total of $2.3 million in accounts payable remains outstanding and is past due, as of the date of the
filing.

General

6.
We note your disclosure that you plan to launch B2C online casino operations where “[p]layers can deposit and withdraw funds
using cryptocurrency while maintaining FIAT (traditional currency) wallets and gaming sessions, catering to the growing demand for crypto-friendly
platforms.” Please address the following:

 ● Please disclose the crypto assets you plan to accept for
deposit, how you determine the value of such crypto assets, and your policies and procedures related to withdrawing funds or transacting
in cryptocurrencies.

RESPONSE: We have updated Amendment
No. 2 to clarify that we plan to offer waging initially in bitcoin, ethereum and litecoin and that we plan to value such crypto assets
based on market prices. We have also clarified that we do not plan to allow exchanges between different cryptocurrencies or FIAT currencies
(which we do not plan to initially offer), and instead that users will only be able to withdraw the same cryptocurrency that they deposit.

January 27, 2025

Page 4  of 5

 ● Please clarify whether wagers and payouts will be made
using cryptocurrency or FIAT currency.

RESPONSE: As discussed above,
and described in greater detail in Amendment No. 2, we do not plan to allow exchanges between different cryptocurrencies or FIAT currencies
(which we do not plan to initially offer), and instead that users will only be able to withdraw the same cryptocurrency that they deposit.

 ● Please clarify whether you intend to hold crypto assets
and if so, identify the specific cryptocurrencies.

RESPONSE: We have updated Amendment
No. 2 to clarify that we plan to offer waging initially in bitcoin, ethereum and litecoin and as such, plan to hold such crypto assets.

 ● Please describe any material risks to your business from
the possibility of regulatory developments related to crypto assets.

RESPONSE: We have updated the
risk factors section of Amendment No. 2 to include various cryptocurrency risk which affect us under the subheading “Risks relating
to our plans to allow players to deposit and withdraw cryptocurrency”.

In addition, we refer you to our
December 2022 Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets, located on our website at the following
address: SEC.gov | Sample Letter to Companies Regarding Recent Developments in Crypto Asset Markets. Please consider the issues identified
in the sample letter as applicable to your facts and circumstances and revise your disclosure accordingly.

RESPONSE: We have considered
the guidance in the sample letter and updated the disclosures throughout Amendment No. 2, accordingly.

* * * * *

January 27, 2025

Page 5  of 5

Please let us know if you
have any other questions or would like to discuss any of the above responses and/or anything in Amendment No. 2.

 Sincerely,

  /s/ Blair Jordan

  Blair Jordan

  Interim Chief Executive Officer

January 7, 2025
Blair Jordan
Chief Executive Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306
Re:180 Life Sciences Corp.
Amendment No. 1 to Registration Statement on Form S-1
Filed December 20, 2024
File No. 333-283265
Dear Blair Jordan:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our December 11,
2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed December 20, 2024
Prospectus Summary
B. Industry Background, page 3
1.We note your disclosure that the "global online gaming sector is estimated to reach
$97 billion in 2024...The cryptocurrency-based iGaming sector is growing even faster,
albeit from a smaller base value..." Since it appears that you are focusing on the
cryptocurrency-based iGaming sector, please revise your disclosure to clarify the
current estimated market size of this specific sector.

January 7, 2025
Page 2
C. B2C Focus: Blockchain-Enabled Online Casinos, page 5
2.We note your assertions about your competitive position within your industry,
including your disclosure that your platform’s key feature is a “Superior User
Experience” and that you believe your technology will allow for “best in class” player
engagement. This appears to be speculative given the current development status of
your iGaming platform. Please disclose the basis for these statements or otherwise
advise.
Competition, page 8
3.We note your disclosure that your recently acquired Gaming Technology Platform
“offers full cryptocurrency capability supported by blockchain technology.” Please
revise your disclosure to clarify what this statement means.
Blockchain Technology: Enhancing Trust and Security, page 9
4.We note your disclosure that “the core of [y]our potential B2B offering is [y]our
advanced blockchain technology, which provides significant advantages for gaming
operators.” Please revise your disclosure to clarify what makes your technology
“advanced” and describe the material “significant advantages” your platform
provides.
Risk Factors
Our accounts payable are significant, and we do not currently have sufficient funds..., page
25
5.We note your response to our prior comment 4 and the related revisions on page 25.
Please further revise the newly added risk factor to quantify the "large portion" of
your accounts payable balance that is past due, as of the most recent practicable date.
General
We note your disclosure that you plan to launch B2C online casino operations where
“[p]layers can deposit and withdraw funds using cryptocurrency while maintaining
FIAT (traditional currency) wallets and gaming sessions, catering to the growing
demand for crypto-friendly platforms.” Please address the following:
•Please disclose the crypto assets you plan to accept for deposit, how you
determine the value of such crypto assets, and your policies and procedures
related to withdrawing funds or transacting in cryptocurrencies.
•Please clarify whether wagers and payouts will be made using cryptocurrency or
FIAT currency.
•Please clarify whether you intend to hold crypto assets and if so, identify the
specific cryptocurrencies.
•Please describe any material risks to your business from the possibility of
regulatory developments related to crypto assets.
In addition, we refer you to our December 2022 Sample Letter to Companies
Regarding Recent Developments in Crypto Asset Markets, located on our website at
the following address: SEC.gov | Sample Letter to Companies Regarding Recent
Developments in Crypto Asset Markets. Please consider the issues identified in the 6.

January 7, 2025
Page 3
sample letter as applicable to your facts and circumstances and revise your disclosure
accordingly.
            Please contact Vanessa Robertson at 202-551-3649 or Daniel Gordon at 202-551-
3486 if you have questions regarding comments on the financial statements and related
matters. Please contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Loev, Esq.

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180 LIFE SCIENCES
CORP.

3000 El Camino Real

Bldg. 4, Suite 200

Palo Alto, CA 94306

December
20, 2024

VIA
EDGAR

Division of Corporation
Finance

Office of Life Sciences

U.S. Securities &
Exchange Commission

100 F Street, NE

Washington, DC 20549

 Attn: Tyler
Howes

Jason
Drory

 Re: 180
Life Sciences Corp.

Registration
Statement on Form S-1

Filed
November 15, 2024

File
No. 333-283265

Ladies
and Gentlemen:

This
letter responds to the correspondence from the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) dated December 11, 2024 (the “Comment Letter”) providing comments on the above-referenced
Registration Statement on Form S-1, filed on November 15, 2024 (the “Form S-1”) by 180 Life Sciences Corp., a Delaware
corporation (the “Company”, “we”, “us” or “180 Life”).

The
Company today filed via EDGAR its Pre-Effective Amendment No. 1 to its Registration Statement on Form S-1 (“Amendment No. 1”,
and the registration as amended through Amendment No. 1, the “Registration Statement”). The remainder of this letter
responds to the Staff’s comments on the Form S-1, which are set forth below along with our responses on behalf of the Company.
We trust you shall deem the contents of this transmittal letter responsive to your Comment Letter. For convenience, the Staff’s
comments are repeated below in bold, followed by the Company’s response to each comment as well as a summary of the responsive
actions taken.

    December 20, 2024

Page 2 of 6

Registration
Statement on Form S-1 filed November 15, 2024 General

1. Please
explain why the acquisition of certain source code and intellectual property relating to an online blockchain casino was accounted for
as an asset acquisition rather than a business combination. Your analysis should address the guidance in ASC 805-10-25. In addition,
tell us how you considered providing financial statements for this entity pursuant to Rule 3-05 of Regulation S-X.

RESPONSE:
The Company assessed the acquisition of the casino blockchain technology assets under Accounting Standards Codification (ASC) 805-10-25.
The Company acquired the underlying technology and related intellectual property. These assets were not producing revenue prior to this
transaction, and there is no existing customer base acquired by the Company. Management further notes that the Company did not acquire
any employees in the transaction, no knowledge of existing processes, no management processes and no existing intellectual capacity to
develop such processes related to the acquired assets. The Company expects to enter into a front-end development agreement to further
develop the business plan, as disclosed under “Prospectus Summary—Our Company—Planned iGaming Casino Operations”
in Amendment No. 1. Further, the Company will need to acquire casino games to host on the platform and begin to attract customers through
its own marketing efforts. Based on these factors, the Company determined that it acquired inputs, but did not acquire any outputs, nor
any substantive process as defined in ASC 805-10-55-4. As such, Management determined that the assets acquired did not meet the definition
of a business under ASC 805, and accordingly treated the transaction as an asset acquisition for accounting purposes.

Management
also considered the financial statement requirements of Rule 3-05 of Regulation S-X, and the definition of a business under Regulation
S-X Rule 11-01(d). As there has been no revenue producing activity of the assets acquired before the Company’s acquisition date,
and no pre-existing financial operations of these assets, management does not believe the acquired assets meet the definition of a ‘business’
for reporting considerations under Rule 3-05 of Regulation S-X, and therefore there is no requirement for the Company to provide historical
financial statements.

2. We
note your press release dated October 16, 2024 related to your acquisition of your gaming technology platform and planned strategic entrance
to this sector. Please revise to provide a more fulsome discussion of your iGaming business and the industry in which it will operate.
For example, please discuss your principal products or services, distribution methods, the current status of your products and the competitive
business conditions which you will face in this industry. Refer to Item 101 of Regulation S-K for guidance.

RESPONSE:
The Company has updated the “Prospectus Summary—Our Company—Planned iGaming Casino Operations” section
of Amendment No. 1 to provide a more fulsome discussion of the Company’s iGaming business and the industry in which it will operate,
and the status of the Company’s principal products, distribution methods, and the competitive business conditions which the Company
will face in this industry.

    December 20, 2024

Page 3 of 6

Prospectus
Summary

Planned
iGaming Casino Operations, page 1

3. Please
revise here to discuss all the material terms of your asset purchase agreement with Elray Resources, Inc. ("Elray"), including
a description of the post-closing assistance provided by Elray to date. In addition, we note your statement in your Form 8-K filed October
3, 2024, that you require additional front-end development for your iGaming casino operating business and you will negotiate with Elray
to come to an agreement on a Front-End-Development arrangement. Please revise to discuss any other material agreements entered into related
to your new iGaming business or otherwise advise.

RESPONSE:
The Company has updated the discussion in Amendment No. 1 to disclose the post-closing assistance provided by Elray to date and the
fact that no other agreements have been entered into with Elray. The Company has further expanded the discussion of the Purchase Agreement
as you have requested. The Company further notes that the Purchase Agreement and related transactions were described in detail in the
Current Report on Form 8-K filed with the Securities and Exchange Commission on October 3, 2024, which Form 8-K and related disclosures
are incorporated by reference into the Registration Statement.

Summary
Risk Factors, page 5

4. We
note your risk factor disclosure that your accounts payable are significant and you do not currently have sufficient funds to pay such
accounts. Please quantify the amount of accounts payable past due.

RESPONSE:
The Company has updated the “Risk Factors” section of the Registration Statement with a new section entitled, “Risks
Relating to our Accounts Payable”, including the information requested.

5. We
note your summary risk factor disclosing the liquidation preference associated with your Series B Convertible Preferred Stock. Please
quantify the liquidation preference and discuss how the payment of any liquidation preferences could result in common stock shareholders
not receiving any consideration if you were to liquidate, dissolve or wind up.

RESPONSE:
The Company has included three separate risk factors regarding the Series B Convertible Preferred Stock, entitled: “Our Series
B Convertible Preferred Stock includes a liquidation preference.”; “The Series B Convertible Preferred Stock includes anti-dilution
protection through the date of Stockholder Approval.”; and “The issuance of common stock upon conversion of the Series B
Convertible Preferred Stock and upon exercise of certain outstanding warrants will cause immediate and substantial dilution to existing
shareholders.” The Company further notes that the same risk factors were included in its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2024, which is incorporated by reference into the Registration Statement.

    December 20, 2024

Page 4 of 6

6. We
note that you disclose that you received a notice of non-compliance with the Nasdaq listing requirements pertaining to your failure to
maintain a majority of independent directors and an audit committee of at least three independent directors. Please revise this risk
factor to disclose the deadline by which you must regain compliance.

RESPONSE:
As noted in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on December 12, 2024,
on December 10, 2024, based on the appointment of Steven H. Shoemaker to the Company’s audit committee, Nasdaq provided written
notice to the Company that it has determined that the Company complies with the Audit Committee Rule, and this matter is now closed.
As such, the Company does not believe that any risk factor disclosure is necessary regarding that matter.

7. In
your dilution risk factor please quantify the number of shares of common stock into which your Series B Convertible Preferred Stock will
convert so investors may understand the potential magnitude.

RESPONSE:
The Company has updated its disclosures in the dilution risk factor and also included three separate risk factors regarding the Series
B Convertible Preferred Stock, entitled: “Our Series B Convertible Preferred Stock includes a liquidation preference.”; “The
Series B Convertible Preferred Stock includes anti-dilution protection through the date of Stockholder Approval.”; and “The
issuance of common stock upon conversion of the Series B Convertible Preferred Stock and upon exercise of certain outstanding warrants
will cause immediate and substantial dilution to existing shareholders.”

Risk
Factors, page 7

8. Please
include a risk factor addressing the risks related to the identified material weaknesses in internal control over financial reporting,
which resulted in management's conclusion that disclosure controls and procedures were not effective at March 31, 2024, June 30, 2024
and September 30, 2024. Include a discussion of your remediation plan including the expected timing of such activities and any material
costs you expect to incur.

RESPONSE:
The Company has included a new risk factor entitled “We have in the past, and may in the future, identify material weaknesses
in our disclosure controls and procedures and internal control over financial reporting. If not remediated, our failure to establish
and maintain effective disclosure controls and procedures and internal control over financial reporting could result in material misstatements
in our financial statements and a failure to meet our reporting and financial obligations, each of which could have a material adverse
effect on our financial condition and the trading price of our securities”, addressing your comments and concerns in Amendment
No. 1.

    December 20, 2024

Page 5 of 6

9. Please
revise your risk factors section to provide more fulsome disclosure of the specific, material risks related to your new iGaming business
that make an investment in you or your common stock speculative or risky. For example only, we note that the following summary risk factors
do not appear to be addressed in your risk factors section:

 ● The
fact that we are currently an iGaming/clinical stage biotechnology company that had no revenue for the three or nine months ended September
30, 2024, and for the years ended December 31, 2023 and 2022, and may not generate significant revenue for the near term.

 ● The
reliance on suppliers of third-party gaming content and the cost of such content.

Please
revise here to include risk factors related to the above risks and any other material risks relevant to your new business. Refer to Item
105 of Regulation S- K for guidance.

RESPONSE:
The Company has included additional risk factors regarding its lack of revenues and as it relates to the planned online casino operations
in the Registration Statement under “Risks Relating to our Planned Online Casino Operations”, including “We will be
reliant on third-party gaming content for our games”.

*
* * * *

    December 20, 2024

Page 6 of 6

Please
let us know if you have any other questions or would like to discuss any of the above responses and/or anything in Amendment No. 1.

    Sincerely,

    /s/ Blair Jordan

    Blair Jordan

    Interim Chief Executive
    Officer

December 11, 2024
Blair Jordan
Chief Executive Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306
Re:180 Life Sciences Corp.
Registration Statement on Form S-1
Filed November 15, 2024
File No. 333-283265
Dear Blair Jordan:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed November 15, 2024
General
1.Please explain why the acquisition of certain source code and intellectual property
relating to an online blockchain casino was accounted for as an asset acquisition
rather than a business combination. Your analysis should address the guidance in ASC
805-10-25. In addition, tell how you considered providing financial statements for this
entity pursuant to Rule 3-05 of Regulation S-X.
2.We note your press release dated October 16, 2024 related to your acquisition of your
gaming technology platform and planned strategic entrance to this sector. Please
revise to provide a more fulsome discussion of your iGaming business and the
industry in which it will operate. For example, please discuss your principal products
or services, distribution methods, the current status of your products and the
competitive business conditions which you will face in this industry. Refer to Item
101 of Regulation S-K for guidance.

December 11, 2024
Page 2
Prospectus Summary
Planned iGaming Casino Operations, page 1
3.Please revise here to discuss all the material terms of your asset purchase agreement
with Elray Resources, Inc. ("Elray"), including a description of the post-closing
assistance provided by Elray to date. In addition, we note your statement in your Form
8-K filed October 3, 2024, that you require additional front-end development for your
iGaming casino operating business and you will negotiate with Elray to come to an
agreement on a Front-End-Development arrangement. Please revise to discuss any
other material agreements entered into related to your new iGaming business or
otherwise advise.
Summary Risk Factors, page 5
4.We note your risk factor disclosure that your accounts payable are significant and you
do not currently have sufficient funds to pay such accounts. Please quantify the
amount of accounts payable past due.
5.We note your summary risk factor disclosing the liquidation preference associated
with your Series B Convertible Preferred Stock. Please quantify the liquidation
preference and discuss how the payment of any liquidation preferences could result in
common stock shareholders not receiving any consideration if you were to liquidate,
dissolve or wind up.
6.We note that you disclose that you received a notice of non-compliance with the
Nasdaq listing requirements pertaining to your failure to maintain a majority of
independent directors and an audit committee of at least three independent directors.
Please revise this risk factor to disclose the deadline by which you must regain
compliance.
7.In your dilution risk factor please quantify the number of shares of common stock into
which your Series B Convertible Preferred Stock will convert so investors may
understand the potential magnitude.
Risk Factors, page 7
8.Please include a risk factor addressing the risks related to the identified material
weaknesses in internal control over financial reporting, which resulted in
management's conclusion that disclosure controls and procedures were not effective at
March 31, 2024, June 30, 2024 and September 30, 2024. Include a discussion of your
remediation plan including the expected timing of such activities and any material
costs you expect to incur.
Please revise your risk factors section to provide more fulsome disclosure of the
specific, material risks related to your new iGaming business that make an investment
in you or your common stock speculative or risky. For example only, we note that the
following summary risk factors do not appear to be addressed in your risk factors
section:
The fact that we are currently an iGaming/clinical stage biotechnology company
that had no revenue for the three or nine months ended September 30, 2024, and
for the years ended December 31, 2023 and 2022, and may not generate •9.

December 11, 2024
Page 3
significant revenue for the near term.
•The reliance on suppliers of third-party gaming content and the cost of such
content.
Please revise here to include risk factors related to the above risks and any
other material risks relevant to your new business. Refer to Item 105 of Regulation S-
K for guidance.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Vanessa Robertson at 202-551-3649 or Daniel Gordon at 202-551-
3486 if you have questions regarding comments on the financial statements and related
matters. Please contact Tyler Howes at 202-551-3370 or Jason Drory at 202-551-8342 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:David Loev, Esq.

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180 LIFE SCIENCES CORP.

3000 El Camino Real

Bldg. 4, Suite 200

Palo Alto, CA 94306

February 7, 2024

    Division of Corporation Finance
    VIA EDGAR

U.S. Securities and Exchange Commission

Washington D.C. 20549

 Re: 180 Life Sciences Corp.

Form S-1 Registration Statement

File No. 333-276796

Acceleration Request

Request Date: February 9, 2024

Request Time: 11:00 a.m. Eastern Time (or
as soon thereafter as practicable)

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, 180 Life Sciences Corp. (the “Registrant”) hereby requests that the United
States Securities and Exchange Commission (the “Commission”) take appropriate action to cause the above-captioned Registration
Statement (the “Registration Statement”) to become effective at 11:00 a.m. Eastern Standard Time, Friday, February
9, 2024, or as soon thereafter as practicable.

Please contact Mr. David M.
Loev of The Loev Law Firm, PC at (832) 930-6432, with any questions you may have concerning this request, and please notify him when this
request for acceleration has been granted.

    Very truly yours,

    /s/ Ozan Pamir

    Ozan Pamir

    Chief Financial Officer

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A.G.P. / Alliance Global Partners

590 Madison Ave., 28th Floor

New York, NY 10022

August 9, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    180 Life Sciences Corp.

    Registration Statement on Form S-1

    File No. 	333-272749

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated
under the Securities Act of 1933, as amended (the “Securities Act”), A.G.P / Alliance Global Partners as Placement Agent,
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective
at 4:00pm Eastern Time on August 9, 2023 or as soon thereafter as practicable.

    Very truly yours,

    A.G.P / Alliance Global Partners

    By:
    /s/ Thomas J. Higgins

    Name:
    Thomas J. Higgins

    Title:
    Managing Director

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180 LIFE SCIENCES CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, CA 94306

August 9, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jimmy McNamara

    Re:
    180 Life Sciences Corp.

    Registration Statement on Form S-1, as amended

    File No. 333-272749

Dear Mr. McNamara:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, 180 Life Sciences Corp. hereby requests that the effective date of the above-referenced Registration
Statement on Form S-1, as amended, be accelerated so that it will become effective at 4:00 p.m. Eastern time on August 9, 2023, or as
soon as practicable thereafter.

Please contact Stephen P. Alicanti
of DLA Piper LLP (US) at (212) 335-4783 with any questions, and please notify him when this request for acceleration has been granted.

Thank you for your assistance
in this matter.

    Sincerely,

    180 LIFE SCIENCES CORP.

    By:
    /s/ Ozan Pamir

    Ozan Pamir

    Chief Financial Officer

    cc:
    James N. Woody, 180 Life Sciences Corp.

    Fahd M.T. Riaz, DLA Piper LLP (US)

    Stephen P. Alicanti, DLA Piper LLP (US)

United States securities and exchange commission logo
June 23, 2023
Ozan Pamir
Chief Financial Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306
Re:180 Life Sciences Corp.
Registration Statement on Form S-1
Filed June 16, 2023
File No. 333-272749
Dear Ozan Pamir:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Fahd Riaz

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180 LIFE SCIENCES CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, CA 94306

May 10, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Jimmy McNamara

    Re:
    180 Life Sciences Corp.

    Registration Statement on Form S-1

    Filed May 5, 2023

    File No. 333-271703

Dear Mr. McNamara:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, 180 Life Sciences Corp. hereby requests that the effective date of the above-referenced Registration
Statement on Form S-1 be accelerated so that it will become effective at 4:00 p.m. Eastern time on May 12, 2023, or as soon as practicable
thereafter.

Please contact Stephen P. Alicanti
of DLA Piper LLP (US) at (212) 335-4783 with any questions, and please notify him when this request for acceleration has been granted.

Thank you for your assistance
in this matter.

    Sincerely,

    180 LIFE SCIENCES CORP.

    By:
    /s/ Ozan Pamir

    Ozan Pamir

    Chief Financial Officer

    cc:
    James N. Woody, 180 Life Sciences Corp.

    Fahd M.T. Riaz, DLA Piper LLP (US)

    Stephen P. Alicanti, DLA Piper LLP (US)

United States securities and exchange commission logo
May 10, 2023
Ozan Pamir
Chief Financial Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306
Re:180 Life Sciences Corp.
Registration Statement on Form S-1
Filed May 5, 2023
File No. 333-271703
Dear Ozan Pamir:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jimmy McNamara at 202-551-7349 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Fahd Riaz

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180 LIFE SCIENCES CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, CA 94306

June 22, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Tim Buchmiller

Abby Adams

    Re:
    180 Life Sciences Corp.

    Registration Statement on Form S-3

    Filed June 3, 2022

    File No. 333-265416

Dear Mr. Buchmiller and Ms. Adams:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, 180 Life Sciences Corp. hereby requests that the effective date of the above-referenced Registration
Statement on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern time on June 24, 2022, or as soon as practicable
thereafter.

Please contact Fahd M.T. Riaz
or Stephen P. Alicanti, each of DLA Piper LLP (US), at (215) 656-3316 or (212) 335-4783, respectively, with any questions and please notify
them when this request for acceleration has been granted.

Thank you for your assistance
in this matter.

    Sincerely,

    180 LIFE SCIENCES CORP.

    By:
    /s/ Ozan Pamir

    Ozan Pamir

    Interim Chief Financial Officer

    cc:
    James N. Woody, 180 Life Sciences Corp.

    Fahd M.T. Riaz, DLA Piper LLP (US)

    Stephen P. Alicanti, DLA Piper LLP (US)

CORRESP
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180 LIFE SCIENCES CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, CA 94306

June 22, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Tim Buchmiller

Abby Adams

    Re:
    180 Life Sciences Corp.

    Post-Effective Amendment No. 2 to Registration Statement on Form S-1 on Form S-3

    Filed June 3, 2022

    File No. 333-259209

Dear Mr. Buchmiller and Ms. Adams:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, 180 Life Sciences Corp. hereby requests that the effective date of the above-referenced Post-Effective
Amendment No. 2 to the Registration Statement on Form S-1 on Form S-3 be accelerated so that it will become effective at 4:00 p.m. Eastern
time on June 24, 2022, or as soon as practicable thereafter.

Please contact Fahd M.T. Riaz
or Stephen P. Alicanti, each of DLA Piper LLP (US), at (215) 656-3316 or (212) 335-4783, respectively, with any questions and please notify
them when this request for acceleration has been granted.

Thank you for your assistance
in this matter.

    Sincerely,

    180 LIFE SCIENCES CORP.

    By:
    /s/ Ozan Pamir

    Ozan Pamir

    Interim Chief Financial Officer

    cc:
    James N. Woody, 180 Life Sciences Corp.

    Fahd M.T. Riaz, DLA Piper LLP (US)

    Stephen P. Alicanti, DLA Piper LLP (US)

CORRESP
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180 LIFE SCIENCES CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, CA 94306

June 14, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Tim Buchmiller

Abby Adams

    Re:

    180 Life Sciences Corp.

    Registration Statement on Form S-3

    Filed June 3, 2022

    File No. 333-265416

Dear Mr. Buchmiller and Ms. Adams:

This letter is submitted by
180 Life Sciences Corp. (the “Company”) in response to the comment letter dated June 10, 2022 (the “Comment
Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s Registration Statement on Form S-3, filed on June
3, 2022 (the “Universal Shelf”).

For reference purposes, the
Staff’s numbered comment set forth in the Comment Letter has been reproduced in bold and italics herein with the response immediately
following the comment.

    1.
    Please amend to register this offering on Form S-1, if eligible, or provide us with your analysis regarding how 180 Life Sciences Corp. meets the eligibility requirements to file on Form S-3. It does not appear that the company filed in a timely manner all reports required to be filed in the past 12 months as required by General Instruction I.A.3(b) of Form S-3. We note the company was not timely in filing its annual report on Form 10-K for the fiscal year ended December 31, 2020 or its quarterly report on 10-Q for the fiscal quarter ended March 31, 2021, which were not filed until July 2021. Refer to Securities Act Forms C&DI 115.06 for additional guidance.

Response to Comment

The Company acknowledges the
Staff’s comment and respectfully directs the Staff to the Commission’s Compliance and Disclosure Interpretations (Securities
Act Forms) Question 115.03 in which the Staff indicated that a registrant is Form S-3 eligible even if it has failed to file a report
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 14 months earlier because the condition
to have filed all required Exchange Act reports and to have done so on a timely basis applies only to reports required to be filed in
the preceding twelve months. Accordingly, the test for Form S-3 eligibility in accordance with General Instruction I.A.3(b) of Form S-3
is based on a 12-month look-back period from the date that an issuer files a Form S-3 and is not based on when a late filing is cured.

The Company’s annual report Form 10-K for
the fiscal year ended December 31, 2020 (the “2020 Annual Report”) was originally required to be filed by March 31,
2021. Similarly, the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Q1 2021
Quarterly Report”) was originally required to be filed by May 17, 2021. Therefore, the 2020 Annual Report and Q1 2020 Quarterly
Report were required to be filed more than twelve calendar months prior to the filing of the Universal Shelf.

The Company believes it had
timely filed all reports required to be filed in accordance with General Instruction I.A.3(b) of Form S-3 for the period commencing
on June 1, 2021, and ending on May 31, 2022, as calculated under the Commission’s Compliance and Disclosure Interpretations (Securities
Act Forms) Question 115.06. Therefore, the Company was eligible to utilize Form S-3 beginning on June 1, 2022.

    [Signature page immediately follows.]

United States Securities and Exchange Commission

June 14, 2022

Page 2

If you have any questions regarding the foregoing responses or otherwise,
please do not hesitate to contact Fahd M.T. Riaz or Stephen P. Alicanti, each of DLA Piper LLP (US), at (215) 656-3316 or (212) 335-4783,
respectively.

    Sincerely,

    180 LIFE SCIENCES CORP.

    By:
    /s/ Ozan Pamir

    Ozan Pamir

    Interim Chief Financial Officer

    cc:

    James N. Woody, 180 Life Sciences Corp.

    Fahd M.T. Riaz, DLA Piper LLP (US)

    Stephen P. Alicanti, DLA Piper LLP (US)

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180 LIFE SCIENCES CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, CA 94306

June 14, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Attention: Tim Buchmiller

Abby Adams

    Re:

    180 Life Sciences Corp.

    Post-Effective Amendment No. 2 to Registration Statement on Form S-1 on Form S-3

    Filed June 3, 2022

    File No. 333-259209

Dear Mr. Buchmiller and Ms. Adams:

This letter is submitted by
180 Life Sciences Corp. (the “Company”) in response to the comment letter dated June 10, 2022 (the “Comment
Letter”) from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) with respect to the Company’s Post-Effective Amendment No. 2 to Registration Statement
on Form S-1 on Form S-3, filed on June 3, 2022 (the “Resale Shelf”).

For reference purposes, the
Staff’s numbered comment set forth in the Comment Letter has been reproduced in bold and italics herein with the response immediately
following the comment.

    1.
    Please amend to register this offering on Form S-1 or provide us with your analysis regarding how 180 Life Sciences Corp. meets the eligibility requirements to file on Form S-3. It does not appear that the company filed in a timely manner all reports required to be filed in the past 12 months as required by General Instruction I.A.3(b) of Form S-3. We note the company was not timely in filing its annual report on Form 10-K for the fiscal year ended December 31, 2020 or its quarterly report on 10-Q for the fiscal quarter ended March 31, 2021, which were not filed until July 2021. Refer to Securities Act Forms C&DI 115.06 for additional guidance.

Response to Comment

The Company acknowledges the
Staff’s comment and respectfully directs the Staff to the Commission’s Compliance and Disclosure Interpretations (Securities
Act Forms) Question 115.03 in which the Staff indicated that a registrant is Form S-3 eligible even if it has failed to file a report
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), 14 months earlier because the condition
to have filed all required Exchange Act reports and to have done so on a timely basis applies only to reports required to be filed in
the preceding twelve months. Accordingly, the test for Form S-3 eligibility in accordance with General Instruction I.A.3(b) of Form S-3
is based on a 12-month look-back period from the date that an issuer files a Form S-3 and is not based on when a late filing is cured.

The Company’s annual report Form 10-K for
the fiscal year ended December 31, 2020 (the “2020 Annual Report”) was originally required to be filed by March 31,
2021. Similarly, the Company’s quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2021 (the “Q1 2021
Quarterly Report”) was originally required to be filed by May 17, 2021. Therefore, the 2020 Annual Report and Q1 2020 Quarterly
Report were required to be filed more than twelve calendar months prior to the filing of the Resale Shelf.

The Company believes it had
timely filed all reports required to be filed in accordance with General Instruction I.A.3(b) of Form S-3 for the period commencing
on June 1, 2021, and ending on May 31, 2022, as calculated under the Commission’s Compliance and Disclosure Interpretations (Securities
Act Forms) Question 115.06. Therefore, the Company was eligible to utilize Form S-3 beginning on June 1, 2022.

    [Signature page immediately follows.]

United States Securities and Exchange Commission

June 14, 2022

Page 2

If you have any questions regarding the foregoing responses or otherwise,
please do not hesitate to contact Fahd M.T. Riaz or Stephen P. Alicanti, each of DLA Piper LLP (US), at (215) 656-3316 or (212) 335-4783,
respectively.

    Sincerely,

    180 LIFE SCIENCES CORP.

    By:
    /s/ Ozan Pamir

    Ozan Pamir

    Interim Chief Financial Officer

    cc:

    James N. Woody, 180 Life Sciences Corp.

    Fahd M.T. Riaz, DLA Piper LLP (US)

    Stephen P. Alicanti, DLA Piper LLP (US)

United States securities and exchange commission logo
June 10, 2022
James N. Woody, M.D., Ph.D.
Chief Executive Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, California 94306
Re:180 Life Sciences Corp.
Registration Statement on Form S-3
Filed June 3, 2022
File No. 333-265416
Dear Dr. Woody:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.
            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.
Registration Statement on Form S-3
General
1.Please amend to register this offering on Form S-1, if eligible, or provide us with your
analysis regarding how 180 Life Sciences Corp. meets the eligibility requirements to file
on Form S-3.  It does not appear that the company filed in a timely manner all reports
required to be filed in the past 12 months as required by General Instruction I.A.3(b) of
Form S-3.  We note the company was not timely in filing its annual report on Form 10-K
for the fiscal year ended December 31, 2020 or its quarterly report on 10-Q for the fiscal
quarter ended March 31, 2021, which were not filed until July 2021.  Refer to Securities
Act Forms C&DI 115.06 for additional guidance.

 FirstName LastNameJames N. Woody, M.D., Ph.D.
 Comapany Name180 Life Sciences Corp.
 June 10, 2022 Page 2
 FirstName LastName
James N. Woody, M.D., Ph.D.
180 Life Sciences Corp.
June 10, 2022
Page 2
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Abby Adams at (202) 551-6902 or Tim Buchmiller at (202) 551-3635 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Fahd M.T. Riaz, Esq.

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180 LIFE SCIENCES CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, CA 94306

September 8, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

    Re:

    180 Life Sciences Corp. (the “Company”)

    Registration Statement on Form S-1 originally filed August 31, 2021

    (File No. 333-259209) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 4:30 p.m. EDT on Thursday, September 9, 2021, or as soon thereafter as
practicable.

The Company hereby acknowledges the following:

 · should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission
(the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions,
please contact Michael T. Campoli, Esq., at (212) 326-0468, from the Company’s outside legal counsel for this matter, Pryor Cashman
LLP.

    Very truly yours,

    180 LIFE SCIENCES CORP.

    By:
    /s/ James N. Woody, M.D., Ph.D.

    James N. Woody, M.D., Ph.D.

    Chief Executive Officer

    cc:

    Michael T. Campoli, Esq.

United States securities and exchange commission logo
September 7, 2021
James N. Woody, M.D., Ph.D.
Chief Executive Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Pala Alto, CA 94306
Re:180 Life Sciences Corp.
Registration Statement on Form S-1
Filed August 31, 2021
File No. 333-259209
Dear Dr. Woody:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael T. Campoli, Esq.

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180 LIFE SCIENCES CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, CA 94306

August 23, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, NE

Washington, D.C. 20549

    Re:

    180 Life Sciences Corp. (the “Company”)

    Post-Effective Amendment No. 2 to Form S-1 filed August 19, 2021

    (File No. 333-249539) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 4:30 p.m. EDT on Tuesday, August 24, 2021, or as soon thereafter as practicable.

The Company hereby acknowledges the following:

 · should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission
(the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

If you have any questions,
please contact Michael T. Campoli, Esq., at (212) 326-0468, from the Company’s legal counsel, Pryor Cashman LLP.

    Very truly yours,

    180 LIFE SCIENCES CORP.

    By:
    /s/ James N. Woody, M.D., Ph.D.

    James N. Woody, M.D., Ph.D.

    Chief Executive Officer

    cc:

    Michael T. Campoli, Esq.

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180
LIFE SCIENCES CORP.

3000
El Camino Real, Bldg. 4, Suite 200

Palo
Alto, CA 94306

BY
EDGAR

August
19, 2021

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Life Sciences

Washington,
D.C. 20549

Attn:	  Jessica
Ansart & Laura Crotty

    Re:
    180 Life Sciences Corp.

    Post-Effective Amendment No. 1 to Form S-1

    Filed August 2, 2021

    File No. 333-249539

Dear
Sir / Madam:

On
behalf of our client, 180 Life Sciences Corp. (the “Company”), we hereby submit this letter in response to the comments
set forth in that certain letter dated August 18, 2021 from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) to the Company, relating to Post-Effective Amendment No. 1 to the Registration Statement
on Form S-1 that the Company filed with the Commission on August 2, 2021 (File No. 333-249539) (the “Registration Statement”).

The
Company is responding to the Staff’s comments by proposing to file a Post-Effective Amendment No. 2 to the Registration Statement
that does not register, whether as newly registered shares or as conversion shares under the Original Registration Statement, the resale
of any of the shares of the common stock of the Company that were issued to Alpha Capital Anstalt (“Alpha”) pursuant
to the Mutual Release & Settlement Agreement dated July 31, 2021 by and between the Company and Alpha (the “Settlement Agreement”),
including the resale of any of the shares of common stock issuable to Alpha upon the exercise of the warrant to purchase up to 25,000
shares of common stock that was issued to Alpha pursuant to the Settlement Agreement (the “Alpha Warrant”), as more
fully set forth below. For your convenience, the Staff’s comments have been retyped herein in bold.

Comment
1	General

1.       We
note your response to our prior comment to your Post-Effective Amendment No. 1 in which you state that “it is [y]our belief that
the Conversion Shares that were issued to Alpha pursuant to the Settlement Agreement should be considered as part of the shares of Common
Stock that were registered for resale by Alpha upon conversion of the Alpha Notes (including conversion of the remaining Note Balance)
pursuant to the Original Registration Statement, and not as newly registered shares” and that the “shares underlying the
Warrant will remain unregistered and not part of the Registration Statement.” On this basis, you propose removing from the Post-Effective
Amendment the 150,000 shares of Common Stock that Alpha Capital Anstalt ("Alpha") received in exchange for its notes and the
25,000 shares of Common Stock it may purchase pursuant to the warrant it received as a result of the settlement. We also note that, according
to disclosure in your Form 8-K filed August 2, 2021, as part of your settlement agreement with Alpha, “[you] agreed to register
all of the Conversion Shares and prior shares converted under the Note and the shares issuable upon exercise of the Warrant, on a registration
statement to be filed no later than August 2, 2021.” Additionally, we note that section 4.2 of the Settlement Agreement, filed
as exhibit 10.1 to the Form 8-K, states that “The Company shall register the Registerable Shares under a resale registration statement
to be filed with the Securities and Exchange Commission.”

While
it appears that shares of common stock issuable upon the conversion of Alpha’s promissory notes were registered on the Original
Registration Statement, please explain why you believe these shares of common stock issuable upon the conversion of Alpha’s promissory
notes are the same as the shares of common stock that were exchanged for Alpha’s convertible promissory note pursuant to the settlement,
especially in light of your previously stated commitment to register all shares issued pursuant to the settlement agreement on a new
registration statement as disclosed in your Form 8-K.

Response

As
noted above, in light of your comments, the Company is proposing to file a Post-Effective Amendment No. 2 to the Registration Statement
that does not register, whether as newly registered shares or as “conversion shares” under the Original Registration Statement,
the resale of any of the shares of the common stock of the Company that were issued to Alpha pursuant to the Settlement Agreement, including
the resale of any of the shares of common stock issuable to Alpha upon the exercise of the Alpha Warrant. Please note, however, that
the Registration Statement will still register the resale by Alpha of 94,960 shares of common stock, which shares of common stock were
issued to Alpha prior to the date of the Settlement Agreement as a result of conversions by Alpha, prior to the date of the Settlement
Agreement, of the notes that were issued to Alpha by the Company in September 2020.

If
you have any further questions or comments, or would like to discuss this response letter, please feel free to call me at (212) 326-0468
or to email me at mcampoli@pryorcashman.com.

    Sincerely,

    /s/ Michael T. Campoli

    Michael T. Campoli

    Pryor Cashman LLP

cc:	 Ozan
Pamir

United States securities and exchange commission logo
August 18, 2021
Ozan Pamir
Chief Financial Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306
Re:180 Life Sciences Corp.
Post-Effective Amendment No. 1 to Form S-1
Response dated August 11, 2021
File No. 333-249539
Dear Mr. Pamir:
            We have reviewed your response letter and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Response Letter filed August 2, 2021
General
1.We note your response to our prior comment to your Post-Effective Amendment No. 1 in
which you state that “it is [y]our belief that the Conversion Shares that were issued to
Alpha pursuant to the Settlement Agreement should be considered as part of the shares of
Common Stock that were registered for resale by Alpha upon conversion of the Alpha
Notes (including conversion of the remaining Note Balance) pursuant to the Original
Registration Statement, and not as newly registered shares” and that the “shares
underlying the Warrant will remain unregistered and not part of the Registration
Statement.”  On this basis, you propose removing from the Post-Effective Amendment
the 150,000 shares of Common Stock that Alpha Capital Anstalt ("Alpha") received in
exchange for its notes and the 25,000 shares of Common Stock it may purchase pursuant
to the warrant it received as a result of the settlement.  We also note that, according to
disclosure in your Form 8-K filed August 2, 2021, as part of your settlement agreement

 FirstName LastNameOzan Pamir
 Comapany Name180 Life Sciences Corp.
 August 18, 2021 Page 2
 FirstName LastName
Ozan Pamir
180 Life Sciences Corp.
August 18, 2021
Page 2
with Alpha, “[you] agreed to register all of the Conversion Shares and prior shares
converted under the Note and the shares issuable upon exercise of the Warrant, on a
registration statement to be filed no later than August 2, 2021.”  Additionally, we note that
section 4.2 of the Settlement Agreement, filed as exhibit 10.1 to the Form 8-K, states that
“The Company shall register the Registerable Shares under a resale registration statement
to be filed with the Securities and Exchange Commission.”

While is appears that shares of common stock issuable upon the conversion of Alpha’s
promissory notes were registered on the Original Registration Statement, please explain
why you believe these shares of common stock issuable upon the conversion of Alpha’s
promissory notes are the same as the shares of common stock that were exchanged for
Alpha’s convertible promissory note pursuant to the settlement, especially in light of your
previously stated commitment to register all shares issued pursuant to the settlement
agreement on a new registration statement as disclosed in your Form 8-K.
            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 Jessica Ansart at (202) 551-4511 or Laura Crotty at (202) 551-7614 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Campoli

CORRESP
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180 LIFE SCIENCES CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, CA 94306

BY EDGAR

August 11, 2021

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

Washington, D.C. 20549

Attn:	  Jessica Ansart & Laura Crotty

    Re:
    180 Life Sciences Corp.

    Post-Effective Amendment No. 1 to Form S-1

    Filed August 2, 2021

    File No. 333-249539

Dear Sir / Madam:

On behalf of our client, 180 Life Sciences Corp. (the
“Company”), we hereby submit this letter in response to the comments set forth in that certain letter dated August
9, 2021 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
to the Company, relating to Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 that the Company filed with the Commission
on August 2, 2021 (File No. 333-249539) (the “Registration Statement”).

The Company is responding to the Staff’s comments
by proposing to file a Post-Effective Amendment No. 2 to the Registration Statement, as set forth below. For your convenience, the Staff’s
comments have been retyped herein in bold.

Comment 1	General

We note that the Form S-1 declared effective on
November 2, 2020 (the “Original Registration Statement”) registered the resale of 9,108,836 shares of common stock
and that you seek to now register the resale of an additional 175,000 common shares via post-effective amendment. Please explain why you
believe you are able to do so in light of the general prohibition against adding securities by means of a post-effective amendment contained
in Securities Act Rule 413(a). Refer also to Securities Act Rule Compliance and Disclosure Interpretation 210.01.

Response

When the Company filed the Original Registration Statement,
such registration statement registered, among other things, the resale of an aggregate of 2,592,195 shares of the common stock, par value
$0.0001 per share, of the Company (“Common Stock”), issuable upon the conversion of certain secured convertible 10%
original issue discount promissory notes in the aggregate principal amount of $4,713,077.39 (after giving effect to the 10% original issue
discount), plus interest thereon at the rate of 10% per annum for one year, that were issued to investors pursuant to (A) a Securities
Purchase Agreement dated June 12, 2020 by and between the Company and the investors signatory thereto (the “June SPA”)
and (B) a Securities Purchase Agreement dated September 8, 2020 by and between the Company and Alpha Capital Anstalt (the “September
SPA”; and such investor under the September SPA, “Alpha”). The number of shares registered for resale with
respect to the notes issued pursuant to the June SPA and the September SPA was based on a floor conversion price (after giving effect
to potential anti-dilution adjustments) of $2.00 per share.

More specifically, of the shares of Common Stock that
were registered for resale on the Original Registration Statement upon the conversion of the secured convertible promissory notes, 611,112
shares were registered for resale by Alpha upon the conversion of $1,111,111 principal amount of secured convertible promissory notes
that were issued to Alpha pursuant to the September SPA (the “Alpha Notes”), plus accrued and unpaid interest thereon,
based upon a conversion price of $2.00 per share. Of such 611,112 shares of Common Stock that were registered for resale by Alpha upon
conversion of the Alpha Notes, a total of 333,352 shares of Common Stock had been issued to it prior to the date of the Mutual Release
& Settlement Agreement dated July 31, 2021 by and between the Company and Alpha (the “Settlement Agreement”), of
which a total of 94,960 shares of Common Stock were still held by it at such time, and a total of $316,111.11 principal balance of the
Alpha Notes remained outstanding immediately prior to the Settlement Agreement (the “Remaining Note Balance”). A total
of 277,760 shares of Common Stock that had been registered on the Original Registration Statement for resale by Alpha upon conversion
of the Alpha Notes had not been issued to Alpha and thus remained available.

Following the determination by the Board of Directors of the Company
on January 28, 2021 that the consolidated financial statements of the Company, which were prepared by the former management of the Company,
for the interim period ended June 30, 2020, which were included in the Original Registration Statement, should no longer be relied upon
due to errors in the consolidated financial statements and the related disclosures and should be restated, the Original Registration Statement
(and the prospectus contained therein) became unavailable for the resale of the shares of Common Stock thereunder. The unavailability
of the Original Registration Statement (and the prospectus contained therein) constituted a default under the June SPA and the September
SPA, as well as under the secured convertible promissory notes that were issued thereunder and the Registration Rights Agreements that
were entered into in connection therewith. On February 5, 2021, the Company filed an Amendment No. 1 to its Quarterly Report on Form 10-Q
for the fiscal period ended June 30, 2020 to address these issues.

In order to resolve the disputes that had arisen between
the Company and Alpha relating to the defaults under the September SPA and the Alpha Notes, on July 31, 2021, the Company and Alpha entered
into the Settlement Agreement. Pursuant to the Settlement Agreement, in full and complete consideration for all amounts owed
by the Company under the Alpha Notes and related agreements, including the September SPA, including the conversion of the Remaining Note
Balance, all penalties, fees and other costs or expenses, including, but not limited to, events of default, Alpha agreed to exchange the
Alpha Notes for 150,000 shares of Common Stock (“Conversion Shares”) and a warrant (the “Warrant”)
to purchase 25,000 shares of Common Stock. The Settlement Agreement specifically states that the Conversion Shares shall be treated as
“Conversion Shares” under the Alpha Notes, with all the rights and privileges thereof. The Settlement Agreement is more fully
described in a Current Report on Form 8-K that the Company filed with the Commission on August 2, 2021 (the “August 8-K”).
The Settlement Agreement was filed as Exhibit 10.1 to the August 8-K and the form of Warrant was filed as Exhibit 4.1 to the August 8-K.

Based upon the foregoing, it is our belief that the Conversion Shares
that were issued to Alpha pursuant to the Settlement Agreement should be considered as part of the shares of Common Stock that were registered
for resale by Alpha upon conversion of the Alpha Notes (including conversion of the Remaining Note Balance) pursuant to the Original Registration
Statement, and not as newly registered shares. Subject to your concurrence with this position, the Company will file a Post-Effective
Amendment No. 2 to the Registration Statement to remove the 150,000 Conversion Shares as additional shares being registered, and also
to remove the resale of the 25,000 shares of Common Stock issuable upon exercise of the Warrant (which shares underlying the Warrant will
remain unregistered and not part of the Registration Statement). To be clear, no additional securities would be registered on Post-Effective
Amendment No. 2 to the Registration Statement.

We would appreciate your response to the proposed
approach outlined above at your earliest convenience. If you have any further questions or comments, or would like to discuss this response
letter, please feel free to call me at (212) 326-0468.

    Sincerely,

    /s/ Michael T. Campoli

    Michael T. Campoli

    Pryor Cashman LLP

cc:	 Ozan Pamir

United States securities and exchange commission logo
August 9, 2021
Ozan Pamir
Chief Financial Officer
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306
Re:180 Life Sciences Corp.
Post-Effective Amendment No. 1 to Form S-1
Filed August 2, 2021
File No. 333-249539
Dear Mr. Pamir:
            We have reviewed your post-effective amendment and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies 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 this comment, we may have additional comments.
Post-Effective Amendment No. 1
General
1.We note that the Form S-1 declared effective on November 2, 2020 registered the resale
of 9,108,836 shares of common stock and that you seek to now register the resale of an
additional 175,000 common shares via post-effective amendment.  Please explain why
you believe you are able to do so in light of the general prohibition against adding
securities by means of a post-effective amendment contained in Securities
Act Rule 413(a).  Refer also to Securities Act Rules Compliance and Disclosure
Interpretation 210.01.
            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.

 FirstName LastNameOzan Pamir
 Comapany Name180 Life Sciences Corp.
 August 9, 2021 Page 2
 FirstName LastName
Ozan Pamir
180 Life Sciences Corp.
August 9, 2021
Page 2
            Please contact Jessica Ansart at (202) 551-4511 or Laura Crotty at (202) 551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael Campoli

United States securities and exchange commission logo
July 23, 2021
James N. Woody
Chief Executive Officer and Director
180 Life Sciences Corp.
3000 El Camino Real, Bldg. 4, Suite 200
Palo Alto, CA 94306
Re:180 Life Sciences Corp.
Registration Statement on Form S-1
Filed July 20, 2021
File No. 333-258045
Dear Dr. Woody:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Joe McCann at (202) 551-6262 or Fredrick Philantrope at (202) 551-6875
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael T. Campoli

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180 LIFE SCIENCES CORP.

3000 El Camino Real, Bldg. 4, Suite 200

Palo Alto, CA 94306

July 23, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

  Re:
  180 Life Sciences Corp. (the “Company”)

  Registration Statement on Form S-1 originally filed
July 20, 2021

  (File No. 333-258045) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 9:00 a.m. EDT on Tuesday, July 27, 2021, or as soon thereafter as practicable.

If there is any change
in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company may make an
oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.

The Company hereby acknowledges the following:

 · should the Securities and Exchange Commission (the “Commission”) or the staff of the Commission
(the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission
from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing
effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

If you have any
questions, please contact Michael T. Campoli, Esq., at (212) 326-0468, from the Company’s legal counsel for this matter, Pryor
Cashman LLP.

    Very truly yours,

    180 LIFE SCIENCES CORP.

    By:
    /s/ James N. Woody, M.D., Ph.D.

    James N. Woody, M.D., Ph.D.

    Chief Executive Officer

cc:	Michael T. Campoli, Esq.

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KBL MERGER CORP. IV

30 Park Place, Suite 45E

New York, NY 10007

October 30, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

    Re:
    KBL Merger Corp. IV (the “Company”)

    Registration Statement on Form S-1 originally filed October 19, 2020

    (File No. 333-249539) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 9:00 a.m. EST on November 2, 2020, or as soon thereafter
as practicable.

If there is any
change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company
may make an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.

The Company hereby acknowledges the
following:

 · should the Securities and Exchange Commission (the “Commission”) or the staff of the
Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any
questions, please contact Michael T. Campoli, Esq., at (212) 326-0468, from the Company’s legal counsel, Pryor Cashman LLP.

    Very truly yours,

    KBL MERGER CORP. IV

    By:

    /s/ Marlene Krauss, M.D.

    Marlene Krauss, M.D.

    Chief Executive Officer

    cc:
    M. Ali Panjwani, Esq.

    Michael T. Campoli, Esq

United States securities and exchange commission logo
October 28, 2020
Marlene Krauss
Chief Executive Officer
KBL MERGER CORP. IV
30 Park Place
Suite 45E
New York, NY 10007
Re:KBL MERGER CORP. IV
Form S-1
Filed October 19, 2020
File No. 333-249539
Dear Dr. Krauss:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Stacie Gorman at 202-551-3585 with any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Michael T. Campoli, Esq.

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KBL MERGER CORP. IV

30 Park Place, Suite 45E

New York, NY 10007

October 8, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

    Re:
    KBL Merger Corp. IV (the “Company”)

    Registration Statement on Form S-4 originally filed November 12, 2019

    (File No. 333-234650) (the “Registration Statement”)

Ladies and Gentlemen:

The Company hereby
requests, pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration
Statement so that such Registration Statement will become effective as of 4:00 p.m. EDT on October 9, 2020, or as soon thereafter
as practicable.

If there is any
change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the Company
may make an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. The request
may be made by an executive officer of the Company or by any attorney from the Company’s legal counsel, Pryor Cashman LLP.

The Company hereby acknowledges the
following:

 · should the Securities and Exchange Commission (the “Commission”) or the staff of the
Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it does not foreclose
the Commission from taking any action with respect to the filing;

 · the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring
the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the filing; and

 · the Company may not assert Staff comments and the declaration of effectiveness as a defense in
any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any
questions, please contact Michael T. Campoli, Esq., at (212) 326-0468, from the Company’s legal counsel, Pryor Cashman LLP.

    Very truly yours,

    KBL MERGER CORP. IV

    By:

    /s/ Marlene Krauss, M.D.

    Marlene Krauss, M.D.

    Chief Executive Officer

    cc:
    M. Ali Panjwani, Esq.

    Michael T. Campoli, Esq.

CORRESP
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KBL MERGER CORP. IV

30 Park Place, Suite 45E

New York, N.Y. 10007

BY EDGAR

August 28, 2020

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

100 F Street, NE

Washington, D.C. 20549

    Re:
    KBL Merger Corp. IV

    Amendment No. 1 to Registration Statement on Form S-4

    Filed February 10, 2020

    File No. 333-234650

Dear Sir / Madam:

On behalf of our client, KBL Merger Corp. IV
(the “Company”), we hereby submit this letter in response to the comments set forth in that certain letter dated
February 25, 2020 from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
to the Company, relating to Amendment No. 1 to the Registration Statement on Form S-4 that the Company filed with the Commission
on February 10, 2020 (File No. 333-234650) (the “Registration Statement”).

The Company is responding to the Staff’s
comments by revising the Registration Statement as set forth below. For your convenience, the Staff’s comments have been
retyped herein in bold.

    Comment 1
    -180
Life Sciences Corp. and Subsidiaries

    Note 4 – Reorganization and Recapitalization, page F-68

We note your response to our prior Comment
10. Please provide us a chronological summary of your issuances of common stock during 2019 through the date of the reorganization.
With respect to each issuance, indicate the number of shares issued, the purchase price per share and the fair value of the shares
on date of issuance. Your response should include a detailed explanation of significant factors contributing to the differences
in Katexco's share value from January 1, 2019 through the date of the reorganization.

Response

The Company acknowledges the Staff’s comment and notes that
we have attached the details of Katexco’s share issuances, chronologically in agreement date order) from January 1, 2019
through July 16, 2019 (the date of the Reorganization) as Exhibit A. Please note that these issuances are presented in Canadian
currency. You’ll note that, there are delays between the dates of the agreement and the eventual issuance date, which is
due to administrative delays, and delays in receipt of cash for the agreements. In addition, while the Company offered stock to
certain individuals at specified prices, sometimes there were delays in between the time of the offer and the investor completing
paperwork and submitting cash. That being said, it’s important to note that all of the share issuances related to agreements
signed subsequent to January 31, 2019 were transacted and recorded at CAD 0.15 per share.

    Comment 2
    -180 Life Sciences Corp. and Subsidiaries

    Note 11 – Convertible Notes Payable and Convertible Notes Payable, Related Parties, Page F-73

We note that the Senior Notes were amended
in January 2020. Please disclose the value of the beneficial conversion feature associated with the Amended Senior Notes.

Response

The Company acknowledges the Staff’s
comment and notes that the $329,300 beneficial conversion feature was recorded on the books of 180 Life Sciences Corp. (“180”)
in January 2020 and the amount is evident in 180’s condensed consolidated statement of changes in stockholders’ equity
for the six months ended June 30, 2020 and it’s disclosed in Note 8 – Convertible Notes Payable in 180’s condensed
consolidated financial statements for the six months ended June 30, 2020.

    Comment 3
    - Note 12 – Commitments and Contingencies

    Yissum Research and License Agreement, page F-74

We note that in the event of an IPO, the
Company will issue 5% of the issued and outstanding shares, on a fully diluted basis, to Yissum prior to the closing of the IPO.
Please tell us what consideration you gave to including this issuance in the pro forma financial statements.

Response

The Company acknowledges the Staff’s comment and notes that
the shareholders of 180 will receive an aggregate of 17,500,000 KBL shares in exchange for the 100% of the equity interests of
180. Immediately prior to the Business Combination, Yissum will receive 1,428.5714 shares of 180, but that will not cause KBL to
issue any more than 17,500,000 KBL shares. The pro forma financial statements properly reflect the issuance of the 17,500,000 KBL
shares to the 180 stockholders.

If you have any further questions or comments,
or would like to discuss this response letter or the amended Registration Statement, please feel free to call me at (212) 326-0468.

    Sincerely,

    /s/ Michael T. Campoli

    Michael T. Campoli

    Pryor Cashman LLP

cc:	Marlene Krauss, M.D.

EXHIBIT A1

    KATEXCO SHARE ISSUANCES FROM JANUARY 1, 2019 TO JULY 16, 2019

    Date on

Agreement
    Issue Date
    No. of Shares
    Price Per Share
    Fair Value

    5/17/18
    06/14/19
    8,250,000
    $0.020
    $165,000

    6/1/18
    04/18/19
    16,250,000
    $0.005
    $81,250

    6/1/18
    04/18/19
    8,750,000
    $0.005
    $43,750

    6/5/18
    06/06/19
    8,250,000
    $0.020
    $165,000

    6/5/18
    06/06/19
    8,250,000
    $0.020
    $165,000

    6/5/18
    06/06/19
    2,000,000
    $0.020
    $40,000

    6/5/18
    06/06/19
    400,000
    $0.100
    $40,000

    6/5/18
    06/06/19
    400,000
    $0.100
    $40,000

    6/30/18
    06/06/19
    12,000,000
    $0.005
    $60,000

    6/30/18
    06/06/19
    12,000,000
    $0.005
    $60,000

    6/30/18
    06/06/19
    12,000,000
    $0.005
    $60,000

    6/30/18
    06/06/19
    1,000,000
    $0.020
    $20,000

    6/30/18
    06/06/19
    12,000,000
    $0.020
    $240,000

    6/30/18
    06/06/19
    1,000,000
    $0.020
    $20,000

    6/30/18
    06/06/19
    6,000,000
    $0.020
    $120,000

    6/30/18
    06/06/19
    12,000,000
    $0.020
    $240,000

    6/30/18
    06/06/19
    12,000,000
    $0.020
    $240,000

    9/22/18
    06/06/19
    1,000,000
    $0.020
    $20,000

    10/30/18
    06/06/19
    300,000
    $0.020
    $6,000

    11/5/18
    03/06/19
    5,000,000
    $0.005
    $25,000

    12/15/18
    06/11/19
    399,910
    $0.100
    $39,991

    12/15/18
    06/11/19
    22,740
    $0.150
    $3,411

    1/1/19
    06/14/19
    7,000,000
    $0.020
    $140,000

    1/8/19
    03/19/19
    85,000
    $0.150
    $12,750

    1/28/19
    06/06/19
    1,000,000
    $0.020
    $20,000

    2/16/19
    03/19/19
    441,667
    $0.150
    $66,250

    2/19/19
    04/16/19
    166,666
    $0.150
    $25,000

    2/19/19
    04/16/19
    300,000
    $0.150
    $45,000

    2/20/19
    04/16/19
    400,000
    $0.150
    $60,000

    2/20/19
    04/16/19
    400,000
    $0.150
    $60,000

    2/20/19
    04/16/19
    400,000
    $0.150
    $60,000

Exhibit A2

    KATEXCO SHARE ISSUANCES FROM JANUARY 1, 2019 TO JULY 16, 2019

    Date on

Agreement
    Issue Date
    No. of Shares
    Price Per Share
    Fair Value

    2/25/19
    03/06/19
    66,000
    $0.150
    $9,900

    2/25/19
    03/06/19
    50,000
    $0.150
    $7,500

    2/26/19
    03/06/19
    33,500
    $0.150
    $5,025

    2/26/19
    03/06/19
    16,500
    $0.150
    $2,475

    2/27/19
    03/06/19
    34,000
    $0.150
    $5,100

    2/27/19
    03/19/19
    333,000
    $0.150
    $49,950

    3/5/19
    03/19/19
    50,000
    $0.150
    $7,500

    3/8/19
    03/19/19
    333,333
    $0.150
    $50,000

    3/8/19
    03/19/19
    166,667
    $0.150
    $25,000

    3/8/19
    03/19/19
    20,000
    $0.150
    $3,000

    3/8/19
    03/19/19
    350,000
    $0.150
    $52,500

    3/8/19
    03/31/19
    200,000
    $0.150
    $30,000

    3/8/19
    06/06/19
    706,840
    $0.150
    $106,026

    3/8/19
    06/13/19
    268,000
    $0.150
    $40,200

    3/10/19
    03/31/19
    66,667
    $0.150
    $10,000

    3/11/19
    03/19/19
    66,475
    $0.150
    $9,971

    3/11/19
    03/19/19
    1,666,680
    $0.150
    $250,002

    3/11/19
    03/19/19
    166,667
    $0.150
    $25,000

    3/11/19
    03/31/19
    432,133
    $0.150
    $64,820

    3/12/19
    03/19/19
    16,667
    $0.150
    $2,500

    3/12/19
    03/31/19
    26,667
    $0.150
    $4,000

    3/12/19
    03/31/19
    33,334
    $0.150
    $5,000

    3/13/19
    03/31/19
    33,333
    $0.150
    $5,000

    3/13/19
    03/31/19
    66,667
    $0.150
    $10,000

    3/14/19
    06/06/19
    221,582
    $0.150
    $33,237

    3/19/19
    03/19/19
    19,000
    $0.150
    $2,850

    3/19/19
    03/19/19
    670,000
    $0.150
    $100,500

    3/19/19
    03/31/19
    10,000
    $0.150
    $1,500

    3/19/19
    03/31/19
    8,000
    $0.150
    $1,200

    3/26/19
    03/31/19
    894,420
    $0.150
    $134,163

    6/5/19
    06/06/19
    2,500,000
    $0.150
    $375,000

    6/11/19
    06/11/19
    242,820
    $0.150
    $36,423

    159,234,935

     $     3,848,745

February 25, 2020
Marlene Krauss
Chief Executive Officer
KBL MERGER CORP. IV
527 Stanton Christiana Rd.
Newark, DE 19713
Re:KBL MERGER CORP. IV
Amendment No. 1 to Registration Statement of Form S-4
Filed February 10, 2020
File No. 333-234650
Dear Dr. Krauss:
            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 December 9, 2019 letter.
Form S-4/A filed February 10, 2020
180 Life Sciences Corp. and Subsidiaries
Note 4 - Reorganization and Recapitalization, page F-68
1.We note your response to our prior Comment 10.  Please provide us a chronological
summary of your issuances of common stock during 2019 through the date of the
reorganization.  With respect to each issuance, indicate the number of shares issued, the
purchase price per share and the fair value of the shares on date of issuance. Your
response should include a detailed explanation of significant factors contributing to the
differences in Katexco's share value from January 1, 2019 through the date of the
reorganization.

 FirstName LastNameMarlene Krauss
 Comapany NameKBL MERGER CORP. IV
 February 25, 2020 Page 2
 FirstName LastName
Marlene Krauss
KBL MERGER CORP. IV
February 25, 2020
Page 2
Note 11 - Convertible Notes Payable and Convertible Notes Payable, Related Parties, page F-73
2.We note that the Senior Notes were amended in January 2020.  Please disclose the value
of the beneficial conversion feature associated with the Amended Senior Notes.
Note 12 - Commitments and Contingencies
Yissum Research and License Agreement, page F-74
3.We note that in the event of an IPO, the Company will issue 5% of the issued and
outstanding shares, on a fully diluted basis, to Yissum prior to the closing of the IPO.
Please tell us what consideration you gave to including this issuance in the pro forma
financial statements.
            You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or James Lopez at 202-551-3536 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Kenneth Koch, Esq.

CORRESP
1
filename1.htm

        Kenneth R. Koch

(212) 692-6768

        krkoch@mintz.com

        Chrysler Center

        666 Third Avenue

        New York, NY 10017

        212 935 3000

        mintz.com

February 7, 2020

VIA EDGAR

Division of Corporation Finance

Office of Real Estate & Construction

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C.  20549

    Attention:
    Mr. Jeffery Lewis

    Ms. Kristina Marrone

    Mr. Ruairi Regan

    Mr. James Lopez

    Re:
    KBL Merger CORP. IV

    Registration Statement on Form S-4

    Filed November 12, 2019

    File No. 333-234650

Ladies and Gentlemen:

On behalf of our client, KBL Merger Corp.
IV (“KBL” or the “Company”), we are submitting responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) set forth in your letter dated
December 9, 2019 with respect to the above-referenced Registration Statement on Form S-4 (the “Registration Statement”),
which has been filed in connection with KBL’s proposed acquisition (the “Transaction”) of 180
Life Sciences Corp. (formerly known as CannBioRx Life Sciences Corp.) (“180”).  We have also included
in this letter, where applicable, responses communicated to us by counsel to, and/or representatives of, 180.

KBL has filed today Amendment No. 1
to the Registration Statement (“Amendment No. 1”) together with this letter via EDGAR correspondence.
We are also providing supplementally to the Staff an electronic copy of Amendment No. 1, marked to show changes made to the
Registration Statement since the filing of the Registration Statement on November 12, 2019.

For your convenience, the text of the Staff’s
comments is set forth in bold below, followed by the response to each comment.  Unless otherwise indicated, all page references
in the responses set forth below are to the pages of Amendment No. 1 as filed on EDGAR.  Capitalized terms used
herein and not otherwise defined shall have the meanings set forth in Amendment No. 1.

Merger Consideration, page 4

1. Please clarify the terms under which special voting shares
will be authorized for issuance and issued to the Trustee and identify the Trustee. Odyssey Trust Company does not appear to be
a party to the Business Combination Agreement.

Response: The Company acknowledges the Staff’s
comment and notes that the Trustee is Odyssey Trust Company (“Odyssey”), which was appointed pursuant to the
Voting and Exchange Agreements. Odyssey was not required to be a party to the Business Combination Agreement as it will be a party
to the subscription agreements entered into upon the Closing which are described below. Odyssey is a party to the Voting and Exchange
Agreements and the Support Agreements, both of which require the parties thereto to take all steps necessary to ensure that KBL
becomes bound by the terms and provisions of each respective agreement and adopts the Exchangeable Share Structures.

Boston       London       Los
Angeles       New York       San Diego       San
Francisco      Washington

MINTZ,
LEVIN, COHN, FERRIS, GLOVSKY AND POPEO, P.C.

    MINTZ

February 7, 2020

Page 2

In connection with the Reorganization in July 2019, 180 issued
one “Class C Special Voting Share” and one “Class K Special Voting Share” to the Trustee. Pursuant to Section
2.1(e)(i)(C) of the Business Combination Agreement, these special voting shares, which will be outstanding immediately prior to
the Effective Time, shall be converted solely into the right to receive a “Class C Special Voting Share” and “Class
K Special Voting Share” out of KBL Preferred Stock on a one-for-one basis. Pursuant to Section 2.1(d)(i) of the Business
Combination Agreement, as a condition of Closing, KBL’s certificate of incorporation shall be amended to provide for KBL
Preferred Stock on substantially the same terms as 180’s preferred stock so that KBL may adopt the Exchangeable Share Structures.
KBL and Odyssey will enter into subscription agreements for the issuance of KBL’s “Class C Special Voting Share”
and “Class K Special Voting Share” upon Closing on substantially the same terms as the subscription agreements entered
into between 180 and Odyssey.

In response to the Staff’s comment, the Company has revised
the disclosure on page 2 of Amendment No. 1.

Summary, page 19

2. Please revise the chart on page 26 to identify the Trustee
and holders of the Exchangeable Shares. Please advise us of the approximate number of holders of Exchangeable Shares. Additionally,
please advise us if the registration statement is meant to cover future exchanges of Exchangeable Shares for KBL securities.

Response: The Company acknowledges the Staff’s
comment and notes that the organizational structure chart on page 26 of Amendment No. 1 is intended to solely illustrate the
post-combination entity structure of KBL, which does not include Odyssey. The Exchangeable Shares were issued by CannBioRex
Purchaseco ULC and Katexco Purchaseco ULC to approximately 67 holders and 62 holders, respectively. The Registration Statement
is meant to cover the issuance of KBL’s shares of Common Stock upon future exchanges of Exchangeable Shares.

Unaudited Pro Forma Condensed Combined Financial Information,
page 67

3. We note that in the business combination between KBL
and the newly combined CannBioRx, the business combination was accounted for as a reverse recapitalization and CannBioRx has been
identified as the accounting acquirer. Please explain to us in greater detail how you identified CannBioRx as the accounting acquirer,
specifically addressing how you considered each of the criteria outlined within ASC 805-10-55-10 to 15.

Response: The Company acknowledges the Staff’s
comment and notes that in the business combination between KBL (the legal acquirer) and the newly combined 180 (formerly known
as CannBioRx), 180 (the operating company) has been determined to be the accounting acquirer, such that the accounting for the
transaction will be similar to that of a capital infusion (reverse recapitalization), because the only pre-combination asset of
KBL (a special purpose acquisition company or “SPAC”) is cash.

The factors supporting the determination that 180 will be the
accounting acquirer in the business combination are summarized below:

(a)       When a SPAC acquires
a business for all cash consideration, the SPAC is usually the accounting acquirer. Here, the business combination will be an exchange
of equity interests, which requires further evaluation.

(b)       Accounting Standards Codification (“ASC”) 805-10-55-10
indicates that the accounting acquirer is the entity that obtains a controlling financial interest in the post-combination entity.
Here, the former 180 shareholders will hold greater than a 50% controlling interest in post-combination KBL.

    MINTZ

February 7, 2020

Page 3

(c)       ASC
805-10-55-11 indicates that the entity that transfers cash or incurs liabilities is the accounting acquirer. Here, the
structure of the business combination is an exchange of equity interests.

(d)       ASC 805-10-55-12
indicates that there are several additional factors that should be considered in an exchange of equity interests. Here, the former
shareholders of 180 have a controlling financial interest in post-combination KBL and 180 will have one more Board member designee
than KBL on the initial Board post-combination. In addition, while the Chief Executive Officer and Chief Operating Officer of post-combination
KBL will be the Chief Executive Officer and Chief Operating Officer of pre-combination KBL, the Chief Scientific Officer of post-combination
KBL was the Chief Executive Officer and Chief Scientific Officer of pre-combination 180 and the Co-Chairmen of post-combination
KBL were the Co-Chairmen of pre-combination 180, which are critical positions with respect to scientific matters for the post-combination
entity. Furthermore, the Board post-combination, over which 180 Board designees will have significant influence, has the ability
to appoint/replace members of the senior management of post-combination KBL.

4. We note that the pro forma benefit for income taxes is
the same as the historical CannBioRx benefit for income taxes for all periods presented. Please tell us why the pro forma adjustments
have not been tax effected.

Response: The Company acknowledges the Staff’s
comment and notes that for all periods presented, the pro forma condensed combined operating results reflect no revenues and a
substantial net loss. Given that future profitability does not meet the “more likely than not” criteria and there are
no current taxes payable, any deferred tax assets recognized would be subject to a full valuation allowance. Accordingly, no net
deferred income tax benefit is recognized against the pro forma condensed combined net loss because any deferred tax benefit will
be fully offset by the recording of a corresponding valuation allowance. Substantially all of the deferred tax liability represents
a “naked credit” related to the indefinite-lived in-process research and development. The nominal tax benefit recognized
in the pro forma operating results represents the release of the deferred tax liability (that was recognized in the acquisition
accounting due to the book-tax basis difference in the intangible assets) as the definite-lived intangible assets are amortized.
The Company intends to revisit the acquisition accounting during the one year measurement period once the Company has progressed
with its tax planning.

5. Please disclose the terms of the 1,050,000 holdback shares excluded from the calculation of weighted average number of shares
outstanding on pages 75, 76 and 77, including how this amount was determined.

Response: The Company acknowledges the Staff’s
comment and notes that pursuant to the Business Combination Agreement, 1,050,000 shares of KBL Common Stock (6% of the 17,500,000
shares scheduled to be paid by KBL as consideration to 180 shareholders) will be held in escrow for a period of 12 months from
the Closing. Those escrowed shares will be KBL’s sole remedy for the satisfaction of indemnity claims, if any, arising from
the terms of the Business Combination Agreement.

In response to the Staff’s comment, the Company has revised
the disclosure on pages 73, 74 and 75 of Amendment No. 1.

6. Please clarify the pre-reorganization ownership structure of Katexco, CBR Pharma and 180. Tell us your basis for applying
the acquisition method of accounting in the reorganization and how you determined that Katexco was the accounting acquirer.

Response: The Company acknowledges the Staff’s
comment and notes the following with respect to your inquiries.

    MINTZ

February 7, 2020

Page 4

Pre-Organization Ownership Structure

The pre-reorganization ownership structure included a single
40% voting interest and three 20% voting interests at 180 LP, three 10% voting interests at Katexco, plus one 15% voting interest
and one 10% voting interest at CBR Pharma (all approximate and inclusive of direct and indirect voting interests).

While the pre-reorganization ownership structure of Katexco,
CBR Pharma and 180 LP (collectively the “Operating Companies”) included some overlapping investors, there were no written
voting arrangements or agreements and no single investor (directly or indirectly) had a controlling (greater than 50%) voting interest
in any of the three Operating Companies. Of the most significant overlapping ownership interests, one investor had a 40% voting
interest in 180 LP, a 7% voting interest in Katexco and a 10% voting interest in CBR Pharma, while a founder of all three Operating
Companies had a 20% voting interest in 180 LP, a 10% voting interest in Katexco and a 15% voting interest in CBR Pharma (all approximate
and inclusive of direct and indirect voting interests).

Acquisition Method of Accounting

If the three Operating Companies were deemed to be under common
control, the Company would be precluded from applying the acquisition method of accounting. While the accounting principles generally
accepted in the United States (“U.S. GAAP”) do not define “common control,” the Company understands that
most companies apply Staff guidance that an individual or enterprise would have to, directly or indirectly, hold more than a 50%
voting interest in each of the entities in order to conclude that such individual or enterprise has common control over the entities.
Therefore, given that no individual or enterprise owns a 50% voting interest in any of the Operating Companies and there are no
written voting arrangements or agreements, the Company is not precluded from applying the acquisition method of accounting.

The Company applied the acquisition method of accounting because
it concluded that the Reorganization represented the acquisition of businesses. First, the Company applied the Accounting Standards
Update 2017-01 screen test and determined that the Reorganization qualified for further analysis because substantially all of the
fair value of the assets being acquired was not concentrated in a single asset group. Rather, the Operating Companies have a broad
and diverse pipeline of licensed technology, in-process research and development and product candidates. Second, the Company determined
that the Operating Companies constituted businesses because they had inputs (licensed technology and in-process research and development)
and processes (world renowned scientists with significant experience and significant previous success in drug discovery) and the
Operating Companies are pursuing a plan to produce outputs (eventual commercialization of product candidates).

Determination of the Accounting
Acquirer

The factors considered in analyzing whether Katexco was the
accounting acquirer in the Reorganization are summarized below:

(a) ASC 805-10-55-15 indicates that a new entity formed to effect a business combination can only be considered to be an accounting
acquirer if it has significant pre-combination activities. The Company determined that 180 (the legal acquirer and new entity formed
for the purpose of facilitating the Reorganization), did not have significant pre-combination activities and was formed solely
to issue equity interests to the three Operating Companies. Therefore, ASC 805-10-55-15 precludes 180 from being identified as
the accounting acquirer.

(b) ASC 805-10-55-10 indicates that the accounting acquirer is the entity that obtains a controlling financial interest. In the
Reorganization, none of the three Operating Companies will obtain a controlling financial interest in 180. Each shareholder group
will obtain a voting interest of between 29% and 40% in 180, so no single operating company will control 180.

(c) ASC 805-10-55-11 indicates that the entity that transfers cash or incurs liabilities is the accounting acquirer. The structure
of the Reorganization was an exchange of equity interests.

    MINTZ

February 7, 2020

Page 5

(d) ASC 805-10-55-12 indicates that there are several additional factors that should be considered in an exchange of equity interests.

 (i) The post-combination 180 voting interests of the shareholder groups range from 29% to 40%, so no shareholder group has a controlling
financial interest and no shareholder group will dominate.

 (ii) There are only two shareholders who have greater than 10% voting interests in post-combination 180 and there are no written
voting arrangements or agreements among shareholders. However, the two significant shareholders had pre-combination interests in
all three Operating Companies, so their minority interests do not favor any of the Operating Companies as the accounting acquirer.

 (iii) While the 180 Board will be up for re-election annually based on shareholder majority vote, the initial 180 Board is comprised
of three individuals that are affiliated with Katexco, one individual that is affiliated with CBR P

December 9, 2019
Marlene Krauss
Chief Executive Officer
KBL MERGER CORP. IV
527 Stanton Christiana Rd.
Newark, DE 19713
Re:KBL MERGER CORP. IV
Registration Statement of Form S-4
Filed November 12, 2019
File No. 333-234650
Dear Dr. Krauss:
            We have reviewed your 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.
Form S-4
Merger Consideration, page 4
1.Please clarify the terms under which special voting shares will be authorized for issuance
and issued to the Trustee and identify the Trustee.  Odyssey Trust Company does not
appear to be a party to the Business Combination Agreement.
Summary, page 19
2.Please revise the chart on page 26 to identify the Trustee and holders of the Exchangeable
Shares.  Please advise us of the approximate number of holders of Exchangeable Shares.
Additionally, please advise us if the registration statement is meant to cover
future exchanges of Exchangeable Shares for KBL securities.

 FirstName LastNameMarlene Krauss
 Comapany NameKBL MERGER CORP. IV
 December 9, 2019 Page 2
 FirstName LastNameMarlene Krauss
KBL MERGER CORP. IV
December 9, 2019
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 67
3.We note that in the business combination between KBL and the newly combined
CannBioRx, the business combination was accounted for as a reverse recapitalization and
CannBioRx has been identified as the accounting acquirer.  Please explain to us in greater
detail how you identified CannBioRx as the accounting acquirer, specifically addressing
how you considered each of the criteria outlined within ASC 805-10-55-10 to 15.
4.We note that the pro forma benefit for income taxes is the same as the historical
CannBioRx benefit for income taxes for all periods presented.  Please tell us why the pro
forma adjustments have not been tax effected.
5.Please disclose the terms of the 1,050,000 holdback shares excluded from the calculation
of weighted average number of shares outstanding on pages 75, 76 and 77, including how
this amount was determined.
6.Please clarify the pre-reorganization ownership structure of Katexco, CBR Pharma and
180.  Tell us your basis for applying the acquisition method of accounting in the
reorganization and how you determined that Katexco was the accounting acquirer.
7.We note the significant amount of goodwill you plan to record in connection with the
reorganization transaction.  Please include a qualitative discussion of the factors that make
up the goodwill to be recorded.  Refer to ASC 805-30-50-1.
8.In footnote (a) on page 83, you indicated that you used an assumed income tax rate of
26% to calculate the income tax effect of the identified intangible assets.  Please expand
your disclosure to clarify how you determined this income tax rate.
9.We note your disclosure on page 83, that intangible assets have been assigned a fair value
of approximately $14.1 million and the technology license is deemed to have a 20-year
useful life.  Please revise your filing to disclose how you determined the fair value and
useful lives assigned to intangible assets acquired, including any significant uncertainties
associated with valuations and useful lives.
10.We note adjustment E(c) on page 83 in which you disclose that the valuation of CBR
Pharma, 180 and CannBioRx is based upon an internal valuation of Katexco at CAD
$0.15 per share.  Based upon Katexco's condensed consolidated statements of changes in
stockholders' deficiency on page F-72, it appears that during the six months ended June
30, 2019, Katexco issued shares for approximately $0.07 USD per share (approximately
CAD 0.09 based upon an exchange rate of 0.76411 USD to CAD).  Please explain this
discrepancy and provide us with a detailed explanation of how you determined Katexco's
common shares were worth CAD $0.15 at the time of the reorganization.  We may have
further comment.
Background of the Business Combination, page 112
11.We note the reference on page 115 to "revisions to the parties to the Business

 FirstName LastNameMarlene Krauss
 Comapany NameKBL MERGER CORP. IV
 December 9, 2019 Page 3
 FirstName LastNameMarlene Krauss
KBL MERGER CORP. IV
December 9, 2019
Page 3
Combination Agreement."  To the extent material please clarify the changes and identify
the parties.  For example, it is unclear if before this time Katexco and the other affiliated
subsidiaries were not a part of the negotiations.  Please revise to clarify other material
changes, for example, the merger provisions necessary "in order to induce KBL" to go
forward with the merger.
Material United States Federal Income Tax Considerations, page 122
12.We note the reference to "material U.S. federal income tax consequences" on page 122
and the statements on page 123 and elsewhere that each U.S. Holder of CannBioRx
common stock should not recognize gain or loss upon the exchange of CannBioRx
common stock for KBL Common Stock pursuant to the Business Combination.  Please
file a tax opinion on the material U.S. federal income tax consequences of the transaction,
as required by Item 601(b)(8) of Regulation S-K.  Alternatively, please tell us how you
determined a tax opinion is not required.  For guidance, refer to Section III of Staff Legal
Bulletin No. 19.
Management's Discussion and Analysis, page 169
13.Please revise to further clarify the nature of expenses attributed to "license acquisition
program" and research and development consulting fees.  For example, what drug
candidates were involved?  What research and development was conducted?  It is also
unclear where clinical trial expenses, if any, are reflected in the discussion.  Please revise
accordingly.
Business of CannBioRx, page 193
14.We note CannBioRx has 5 employees and most of its properties are "virtual offices."
Please revise the discussion of the entity's operations to clarify how it has run clinical
trials.  For example, based on disclosure in Risk Factors and elsewhere it appears
substantially all operations are outsourced, although manufacturing for some products
may eventually be conducted by CannBioRx.  It is also unclear what is meant by
"platform."  Are the 3 platforms the way CannBioRx categorizes its 3 types of product
candidates?  Please revise to clarify and file material agreements as appropriate.
Product Development Platforms, page 194
15.We note the references on page 196 to clinical trials and your disclosure elsewhere
regarding FDA regulations of such trials.  Please clarify whether such trials have been
subject to FDA regulation and tell us the status of your discussions with the FDA
including, for example, whether you have obtained an IND for such product candidates.
16.Please revise to identify the CannBioRx products that involve CBD or are
otherwise cannabis-related.  Currently it appears only some of the products involve CBD
although the company name suggests its focus is solely on CBD.  Additionally, please
revise the Summary and your discussion of the CannBioRx Product Development

 FirstName LastNameMarlene Krauss
 Comapany NameKBL MERGER CORP. IV
 December 9, 2019 Page 4
 FirstName LastNameMarlene Krauss
KBL MERGER CORP. IV
December 9, 2019
Page 4
Platform to clarify which products are actively in trials as distinguished from concepts that
may or may not go to clinical trial in the near or far term.
Beneficial Ownership of Securities , page 230
17.Please identify the natural person or persons who, directly or indirectly, exercise sole or
shared voting and/or investment powers with respect to the shares held by Karpus
Management, Inc.  Refer to instruction 2 to Item 403(a) of Regulation S-K.
Exclusive forum for certain lawsuits, page 245
18.We note that your forum selection provision identifies the Court of Chancery located
within the State of Delaware as the exclusive forum for certain litigation, including any
“derivative action.”  We also note that this provision does not apply to suits brought to
enforce any liability or duty created by the Securities Exchange Act of 1934, as amended,
the Securities Act of 1933, as amended, or any other claim for which the federal courts
have exclusive jurisdiction.  Please clarify whether this provision applies to actions arising
under the Securities Act where the federal courts do not have exclusive jurisdiction. If so,
please also state that there is uncertainty as to whether a court would enforce such
provision. If the provision applies to Securities Act claims, please also state that investors
cannot waive compliance with the federal securities laws and the rules and regulations
thereunder. In that regard, we note that Section 22 of the Securities Act creates concurrent
jurisdiction for federal and state courts over all suits brought to enforce any duty or
liability created by the Securities Act or the rules and regulations thereunder.  If this
provision does not apply to actions arising under the Securities Act, please also ensure that
the exclusive forum provision in the governing documents states this clearly, or tell us
how you will inform investors in future filings that the provision does not apply to any
actions arising under the Securities Act.
Index to Financial Statements , page F-1
19.In your next amendment, please include updated historical and pro forma financial
information as of and for the period ended September 30, 2019 pursuant to Rule 3-12 of
Regulation S-X.
General
20.We note disclosure on page 119 and elsewhere that CannBioRx was valued
at approximately $175.0 million.  Please revise to reconcile with the discussion on page 6
and elsewhere regarding the Guarantee and Commitment Agreement to ensure the post-
merger entity has a value of at least $5,000,001 "in accordance with Rule 3a51-1(g)(1) of
the Exchange Act."
            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.

 FirstName LastNameMarlene Krauss
 Comapany NameKBL MERGER CORP. IV
 December 9, 2019 Page 5
 FirstName LastName
Marlene Krauss
KBL MERGER CORP. IV
December 9, 2019
Page 5
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Jeffrey Lewis at 202-551-6216 or Kristina Marrone at 202-551-3429 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Ruairi Regan at 202-551-3269 or James Lopez, Legal Branch Chief, at 202-551-3536
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Kenneth Koch, Esq.

CORRESP
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KBL Merger Corp. IV

527 Stanton Christiana Rd.

Newark, DE 19713

By Electronic Mail Only

June 1, 2017

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attn: Russell Mancuso

Re: KBL Merger Corp. IV

Registration Statement on
Form S-1

Filed May 26, 2017

File No. 333-217475

Dear Mr. Mancuso:

On behalf of KBL Merger Corp. IV, a
Delaware corporation (the “Company”), we hereby submit for review by the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), via EDGAR transmission, the Company’s response
to the Staff’s oral comments to the amended Registration Statement on Form S-1 filed with the Commission on May 26, 2017
(“Registration Statement”). A marked version of Amendment No. 5 to the Form S-1 (“Amendment No. 5”)
is enclosed herewith reflecting all changes from the Amendment No. 3 to the Form S-1 submitted on May 26, 2017.

 1. With respect to the Staff’s concern regarding disclosure of uncertain tax consequences of the rights,
we have amended disclosure in the Summary as well as in the risk factor entitled “An investment in this offering
may result in uncertain or adverse United States federal income tax consequences.”  We further confirm that no tax opinion
is necessary.

 2. With respect to the Staff’s concern about the lack of contractual enforcement mechanisms with respect
to the rights, we have added more prominent disclosure in the Summary which tracks that in the back of the Registration Statement.
We also respectfully draw the Staff’s attention to the risk factor entitled “We have no obligation to net cash
settle the rights.” which contains this risk as well.

  3. With respect to the Staff’s comment on the risk factor “We may amend the terms of the rights
in a manner that may be adverse to holders with the approval by the holders of at least 65% of the then outstanding public
rights”, we have amended the last sentence to conform it to the rights and to address the Staff’s concern.​

We
hope that we have adequately addressed your comments.  If you have further comments, we ask that you forward them by
electronic mail to our counsel, Stuart Neuhauser, Esq. at sneuhauser@egsllp.com, or Michael Midura, Esq. at mmidura@egsllp.com,
or reach them by telephone at (212) 370-1300.

Sincerely,

/s/ Marlene Krauss

Marlene Krauss

cc: 	Ellenoff Grossman & Schole LLP

	Holland & Knight LLP

CORRESP
1
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    May 30, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Russell Mancuso

    Re:
    KBL Merger Corp. IV

    Registration Statement on Form S-1(File No. 333-217475)

    Filed April 26, 2017, as amended

Dear Mr. Mancuso:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), the undersigned, for itself and the other several
underwriters, hereby joins in the request of KBL Merger Corp. IV that the effective date of the above-referenced Registration Statement
be accelerated so as to permit it to become effective at 4:00 p.m. EDT on Thursday, June 1, 2017, or as soon as thereafter practicable.

Pursuant to Rule 460 of the General Rules and
Regulations under the Act, the undersigned advises that as of the date hereof, approximately 400 copies of the Preliminary Prospectus
dated May 26, 2017 have been distributed to prospective underwriters and dealers, institutional investors, retail investors and
others.

The undersigned advises that it has complied
and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

[signature page follows]

      1

Very truly yours,

    LADENBURG THALMANN & CO. INC.

    By:
    /s/ Steven Kaplan

    Name: Steven Kaplan

    Title: Head of Capital Markets

    B. RILEY & CO., LLC

    By:
    /s/ Steve Reiner

    Name: Steve Reiner

    Title: Managing Director

    FBR CAPITAL MARKETS & CO.

    By:
    /s/ Patrice McNicoll

    Name: Patrice McNicoll

    Title: Co-Head of Capital Markets

    I-BANKERS SECURITIES INC.

    By:
    /s/ Shelley Leonard

    Name: Shelley Leonard

    Title: President

cc:  Holland & Knight LLP

    Ellenoff Grossman & Schole LLP

CORRESP
1
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KBL Merger Corp. IV

527 Stanton Christiana Rd.

Newark, DE 19713

    May 30, 2017

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention : Russell Mancuso

Re:  KBL Merger Corp. IV

    Registration Statement on Form S-1

    Filed April 26, 2017, as amended

    File No. 333-217475

Dear Mr. Mancuso:

Pursuant to Rule 461 under the Securities Act
of 1933, as amended, KBL Merger Corp. IV (the “Registrant”) hereby requests acceleration of effectiveness of the above
referenced Registration Statement so that it will become effective at 4:00 p.m. EDT on Thursday, June 1, 2017, or as soon as thereafter
practicable.

    Very truly yours,

    /s/ Marlene Krauss, M.D.

    Marlene Krauss, M.D.
Chief Executive Officer

cc:  Ellenoff Grossman & Schole LLP

    Holland & Knight LLP

CORRESP
1
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KBL Merger Corp. IV

527 Stanton Christiana Road

Newark, DE 19713

    May 23, 2017

Via
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Mail
Stop 3030

Washington,
D.C. 20549

Attn:
Russell Mancuso

    Re:
    KBL
    Merger Corp. IV

Amendment
No. 1 to Registration Statement on Form S-1

Filed
May 17, 2017

File
No. 333-217475

Dear
Mr. Mancuso:

On
behalf of KBL Merger Corp. IV, a Delaware corporation (the “Company”), we hereby transmit the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”) on May 15, 2017, regarding Amendment No. 1 to the Form S-1 filed with the Commission on
April 26, 2017 (the “Registration Statement”).

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the
Company’s response.

Transfer
of Founder Shares and Private Placement Units, page 104

 1. Please
                                         tell us which section of which exhibit requires transferees to be bound by the provisions
                                         that you mention in your revisions made in response to prior comment 8. Also, from those
                                         revisions, it appears that your securities could be transferred in accordance with your
                                         sponsor's LLC agreement or in connection with a liquidation, and the agreements regarding
                                         voting, the trust account, and liquidation distributions would not apply to the transferees.
                                         If so, please clearly explain in your risk factors and highlight the risk in your prospectus
                                         summary.

Please
be advised that Section 7(c) of Exhibit 10.2 requires transferees to be bound by the provisions mentioned in prior comment 8.
In response to the Staff’s comment, we have revised the disclosure on pages 104 and 105 of the Registration Statement to
remove the old reference to (h) since that already constitutes a release from restriction of transfer pursuant to clause (y) in
the same paragraph. In addition, we added a new clause (g), pursuant to which the holders may transfer shares back to the Company
for no value for cancellation. We have made the corresponding adjustments to Section 7(c) of the Letter Agreement attached as
Exhibit 10.2 to the Registration Statement. In light of the changes described herein, we do not believe a separate risk factor
is required.

Exhibit
1.1

 2. The
                                         contingency in paragraph 4.7 of exhibit 1.1 appears to create an offering that is other
                                         than a firm commitment. We also note the related representations in paragraph 2.21.2.
                                         It is unclear whether the underwriters will be collecting funds prior to that contingency
                                         being satisfied. If so, please tell us whether the underwriters will comply with Rule
                                         15c2-4. Also, provide us your analysis supporting your conclusion that Rule 419 is not
                                         applicable to this offering; see Release 33-7024 (October 25, 1993).

In
response to the Staff’s comment, we have deleted paragraph 4.7 of Exhibit 1.1 and have clarified in the
opening sentence of Section 4 that the portion of paragraph 2.21.2 that pertains to the underwriters’ consummation of
the purchase of their share of the Placement Units is not a closing condition. The revised version of the Underwriting
Agreement is being filed as an exhibit to the Registration Statement. With regard to Rule 419, the Company will be required
to file a Form 8-K, promptly after the closing of the offering, which will contain an audited balance sheet reflecting
net tangible assets upon successful completion of the offering in excess of $5,000,000. The Company will therefore be
exempt from Rule 419.

We
thank the Staff in advance for its consideration of the Registration Statement. Should you have any questions regarding the foregoing,
please contact Stuart Neuhauser, Esq. of Ellenoff Grossman & Schole LLP at (212) 370-1300.

    Sincerely,

    /s/
    Marlene Krauss

    Marlene
    Krauss

    cc:

    Ellenoff
    Grossman & Schole LLP

    Holland
& Knight LLP

CORRESP
1
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KBL Merger Corp. IV

527 Stanton Christiana Road

Newark, DE 19713

    May 17, 2017

Via
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Mail
Stop 3030

Washington,
D.C. 20549

Attn:
Russell Mancuso

    Re:
    KBL
    Merger Corp. IV

Amendment
No. 1 to Registration Statement on Form S-1

Filed
May 17, 2017

File
No. 333-217475

Dear
Mr. Mancuso:

On
behalf of KBL Merger Corp. IV, a Delaware corporation (the “Company”), we hereby transmit
the Company’s response to the comment letter received from the staff (the “Staff”) of the
U.S. Securities and Exchange Commission (the “Commission”) on May 15, 2017, regarding Amendment No. 1 to
the Form S-1 filed with the Commission on April 26, 2017 (the “Registration Statement”). Select pages of
the Registration Statement and Exhibit 10.2 are enclosed herewith as Exhibit A and B, respectively, showing our proposed
changes to such documents.

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold and have followed each comment with the
Company’s response.

Transfer
of Founder Shares and Private Placement Units, page 104

 1. Please
                                         tell us which section of which exhibit requires transferees to be bound by the provisions
                                         that you mention in your revisions made in response to prior comment 8. Also, from those
                                         revisions, it appears that your securities could be transferred in accordance with your
                                         sponsor's LLC agreement or in connection with a liquidation, and the agreements regarding
                                         voting, the trust account, and liquidation distributions would not apply to the transferees.
                                         If so, please clearly explain in your risk factors and highlight the risk in your prospectus
                                         summary.

Please
be advised that Section 7(c) of Exhibit 10.2 requires transferees to be bound by the provisions mentioned in prior comment 8.
In response to the Staff’s comment, we have revised the disclosure on pages 104 and 105 of the Registration Statement to
remove the old reference to (h) since that already constitutes a release from restriction of transfer pursuant to clause (y) in
the same paragraph. In addition, we added a new clause (g), pursuant to which the holders may transfer shares back to the Company
for no value for cancellation. We have made the corresponding adjustments to Section 7(c) of the Letter Agreement attached as
Exhibit 10.2 to the Registration Statement. In light of the changes described herein, we do not believe a separate risk factor
is required.

Exhibit
1.1

 2. The
                                         contingency in paragraph 4.7 of exhibit 1.1 appears to create an offering that is other
                                         than a firm commitment. We also note the related representations in paragraph 2.21.2.
                                         It is unclear whether the underwriters will be collecting funds prior to that contingency
                                         being satisfied. If so, please tell us whether the underwriters will comply with Rule
                                         15c2-4. Also, provide us your analysis supporting your conclusion that Rule 419 is not
                                         applicable to this offering; see Release 33-7024 (October 25, 1993).

In
response to the Staff’s comment, we have deleted paragraph 4.7 of Exhibit 1.1. The final version of the Underwriting Agreement
will be filed as an exhibit to Form 8-K after the closing of the Company’s initial public offering. With regard to Rule
419, the Company will be required to file a Form 8-K, promptly after the closing of the offering, which will contain an audited
balance sheet reflecting net tangible assets upon successful completion of the offering in excess of $5,000,000. The Company will
therefore be exempt from Rule 419.

We
thank the Staff in advance for its consideration of the Registration Statement. Should you have any questions regarding the foregoing,
please contact Stuart Neuhauser, Esq. of Ellenoff Grossman & Schole LLP at (212) 370-1300.

    Sincerely,

    /s/
    Marlene Krauss

    Marlene
    Krauss

    cc:

    Ellenoff
    Grossman & Schole LLP

    Holland
& Knight LLP

Mail Stop 3030

May 15, 2017
.
Via E -mail
Dr. Marlene Krauss
Chief Executive Officer
KBL Merger Corp. IV
527 Stanton Christiana Rd .
Newark, DE 19713

Re: KBL Merger Corp.  IV
Amendment No. 1 to R egistration Statement on Form S -1
Filed May 9, 2017
File No. 333 -217475

Dear Dr. Krauss:

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 be lieve an amendment is appropriate, please tell us why in your
response.

After reviewing any amend ment to your registration statement and the information you
provide in response to these comments, we may have additional comments.   Unless we note
otherwis e, our references to prior comments are to comments in our May 5, 2017 letter.

Transfer of Founder Shares and Private Placement Units, page 104

1. Please tell us which section of which exhibit requires transferees to be bound by the
provisions that you ment ion in your revisions made in response to prior comment 8.
Also, from those revisions, it appears that your securities could be transferred in
accordance with your sponsor’s LLC agreement or in connection with a liquidation, and
the agreements regarding v oting, the trust account, and liquidation distributions would
not apply to the transferees.  If so, please clearly explain in your risk factors and highlight
the risk in your prospectus summary.

Dr. Marlene Krauss
KBL Merger Corp.  IV
May 15, 2017
Page 2

 Exhibit 1.1

2. The contingency in paragraph 4.7 of exhibit 1.1 appears to create an offering that is other
than a firm commitment. We also note the related representation s in paragraph 2.21.2.  It
is unclear whether the underwriters will be collecting funds prior to that continge ncy
being satisfied. If so, please tell us whether the underwri ters will comply with Rule
15c2 -4.  Also, provide us your analysis supporting your conclusion that Rule 419 is not
applicable to this offering; see Release 33 -7024 (October 25, 1993).

You m ay contact  Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 wit h any
other questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:    Douglas S. Ellenoff, Esq.

CORRESP
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KBL Merger Corp. IV

527 Stanton Christiana Rd.

Newark, DE 19713

By Electronic Mail Only

May 9, 2017

U.S. Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3030

Washington, D.C. 20549

Attn: Russell Mancuso

Re: KBL Merger Corp. IV

       Registration Statement on Form S-1

       Filed April 26, 2017

       File No. 333-217475

Dear Mr. Mancuso:

On behalf of KBL Merger Corp. IV, a Delaware corporation
(the “Company”), we hereby transmit the Company’s response to the comment letter received from the staff
(the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), on May 5,
2017, regarding the Registration Statement in Form S-1 filed with the Commission on April 26, 2017 (“Registration Statement”).

For the Staff’s convenience, we have repeated
below the Staff’s comments in bold, and have followed each comment with the Company’s response.

Conditions to completing our initial business combination, page
15

 1. Please reconcile response 8 in your letter to us dated January 18, 2017 with section 9.4 of exhibit 3.2.

In response to the Staff’s comment, we have revised Section
9.4 of Exhibit 3.2 to clarify that we may not issue shares that are eligible to vote on any pre-business combination activity or
on any amendment to Article IX of Exhibit 3.2.

If we seek stockholder approval, page 25

 2. We note your response to prior comment 5; however, given your disclosure like on page 18 that you will complete the transaction
if a majority of the stock voted is voted in favor, it appears that a proposed business combination could be approved with less
than 4% of the shares sold in this public offering if only the minimum number of shares necessary for the quorum mentioned in exhibit
3.3 vote. Please revise or advise. Also, if you could reduce the quorum requirement without shareholder
approval, please explain the effect of the reduction clearly in your risk factors.

In response to the Staff’s comment, we have revised the
disclosure to clarify that the number of shares required to approve our initial business combination would be reduced in the event
that the minimum number of shares required to meet a quorum were present at a meeting held to approve such transaction, and would
be further reduced in the event that our board of directors amended our bylaws to lower the quorum requirement.

If third parties bring claims against us, page 31

 3. The exhibits to Exhibit 10.3 appear to indicate that the funds held in trust will be transferred to an account outside of
the trust before being distributed to shareholders. Please reconcile with response 9 in your letter to us dated January 18, 2017.

In response to the Staff’s comment, we have revised the
exhibits to Exhibit 10.3 that the funds held in trust will be transferred to a segregated account held by the trustee and then
distributed directly to public stockholders.

 4. Please reconcile the last sentence of the first paragraph of this risk factor with your response to prior comment 6 that
your auditor has not waived any rights to fees for which the auditor would become entitled.

In response to the Staff’s comment, we have revised
the disclosure in the risk factors on page 31 to include language that our independent registered public accounting firm has not
waived any rights to fees for which they would become entitled for services rendered.

 5. We note your response to comment 6 and are aware of your planned discussions about the auditor independence issues with
the Commission’s Office of Chief Accountant. We may have further comments at the end of those discussions.

Our independent registered public accounting firm had discussions
with the Commission's Office of Chief Accountant on May 9, 2017 and additional information was requested as a follow up to the
conference call. Our independent registered public accounting firm is in the process of providing the requested information.

In order to effectuate our initial business combination, blank
check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, page
43

 6. If a blank check company associated with your proposed management team materially amended provisions of its charter or governing
instruments as contemplated by this risk factor, please expand this risk factor to highlight the specific company and amendments.

We have revised the risk factor to disclose the charter amendments
proposed by the management team of Capitol Acquisition Corp., a company for which Andrew Sherman, one of our director nominees,
served as a consultant.

    2

Management, page 93

 7. Please revise your disclosure that Mr. Sherman was “part of the acquisition team” to clarify his role. Also,
disclose the benefits he received from association with the acquisition companies.

We have revised this disclosure in response to the
Staff’s comment.

Transfers of Founder Shares and Private Placement Units, page
103

 8. We note the last sentence of this section. Please expand your disclosure to clarify whether the permitted transferees would
be bound by all agreements affecting your founder shares, such as those in section 2 in exhibit 10.2.

We have revised the disclosure in response to the Staff’s
comment.

Certain Relationships, page 105

 9. Please reconcile your revision indicating that you are paying your sponsor for office space, utilities and secretarial and
administrative support with your disclosure on page 22 that your sponsor’s only assets are securities of the registrant.

For the Staff’s information, the sponsor does not own
the office space that is being provided and has no assets other than securities of the Company. The sponsor has access to office
space, utilities and secretarial and administrative support through affiliates of the sponsor, and is granting such access to the
Company.

Exhibit 3.2

 10. Please reconcile section 9.7 of this exhibit with the second sentence of the last full paragraph on page 114 of your prospectus.

In response to the Staff’s comment, we have revised Section
9.7 of Exhibit 3.2 to clarify that stockholders will have redemption rights in connection with any proposed amendment to Article
IX of such exhibit.

Exhibit 5.1

 11. Please tell us what law governs whether the Units are binding obligations of the registrant. We note that this exhibit addresses
New York law only as to the opinion regarding the warrants and otherwise addresses only Delaware corporate law.

In response to the Staff’s comment, we have filed a revised
legal opinion that states that the units are governed by New York law.

We thank the Staff in advance for its consideration
of the Registration Statement. Should you have any questions regarding the foregoing, please contact Stuart Neuhauser, Esq. of
Ellenoff Grossman & Schole LLP at (212) 370-1300.

    Sincerely,

    /s/ Marlene Krauss

    Marlene Krauss

    cc:
    Ellenoff Grossman & Schole LLP

Holland & Knight LLP

3

Mail Stop 3030

May 5, 2017

Via E -mail
Dr. Marlene Krauss
Chief Executive Officer
KBL Merger Corp. IV
527 Stanton Christiana Rd .
Newark, DE 19713

Re: KBL Merger Corp.  IV
Registration Statement on Form S -1
Filed April 26, 2017
File No. 333 -217475

Dear Dr. Krauss:

We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may b etter
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 ap propriate, please tell us why in your
response.

After reviewing any amend ment 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 March 24, 2017 letter.

Conditions to completing our initial business combination, page 15

1. Please reconcile response 8 in your letter to us dated January 18, 2017 with section 9.4 of
exhibit 3.2.

If we seek stockh older approval, page 25

2. We note your response to prior comment 5; however, given your disclosure like on page
18 that you will complete the transaction if a majority of the stock voted is voted in favor,
it appears that a proposed business combination cou ld be approved with less than 4% of
the shares sold in this public offering if only the minimum number of shares necessary
for the quorum mentioned in exhibit 3.3 vote.  Please revise or advise.  Also, if you could

Dr. Marlene Krauss
KBL Merger Corp.  IV
May 5, 2017
Page 2

 reduce the quorum requirement without sha reholder approval, please explain the effect of
the reduction clearly in your risk factors.

If third parties bring claims against us, page 31

3. The exhibits to Exhibit 10.3 appear to indicate that the funds held in trust will be
transferred to an account outside of the trust before being distributed to shareholders.
Please reconcile with response 9 in your letter to us dated January 18, 2017.

4. Please reconcile the last sentence of the first paragraph of this risk factor with your
response to pri or comment 6 that your auditor has not waived any rights to fees for which
the auditor would become entitled.

5. We note your response to comment 6 and are aware of your planned discussions about
the auditor independence issues with the Commission’s Offic e of Chief Accountant.   We
may have further comments at the end of those discussions.

In order to effectuate our initial business combination, blank check companies have, in the recent
past, amended various provisions of their charters and modified governing instruments , page 43

6. If a blank check company associated with your proposed management team materially
amended  provisions of its charter or governing instruments as contemplated by this risk
factor, please expand this risk factor to highlight th e specific company and amendments.

Management, page 93

7. Please revise your disclosure that Mr. Sherman was “part of the acquisition team” to
clarify his role.  Also, disclose the benefit s he received from association with the
acquisition companies.

Transfers of Founder Shares and Private Placement Units, page 103

8. We note the last sentence of this section.  Please expand your disclosure to clarify
whether the permitted transferees would be bound by all agreements affecting your
founder shares, such a s those in section 2 in exhibit 10.2.

Certain Relationships, page 105

9. Please reconcile your revision indicating that you are paying your sponsor for office
space, utilities  and secretarial and administrative support with your disclosure on page 22
that your sponsor’s only assets are securities of the registrant.

Dr. Marlene Krauss
KBL Merger Corp.  IV
May 5, 2017
Page 3

 Exhibit 3.2

10. Please reconcile section 9.7 of this exhibit with the second sentence of the last full
paragraph on page 114 of your prospectus.

Exhibit 5.1

11. Please tell us what law governs whether the Units are binding obligations of the
registrant.  We note that this exhibit addresses New York law only as to the opinion
regarding the warrants and otherwise addresses only Delaware corporate law.

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.

Refer to Rules 460 and 461 regarding requests for  acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

You may contact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 with any
other questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:    Douglas S. Ellenoff, Esq.

CORRESP
1
filename1.htm

KBL
Merger Corp. IV

527 Stanton Christiana Rd.

Newark,
DE 19713

Via
EDGAR

April
26, 2017

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Mail
Stop 3030

Washington,
D.C. 20549

Attn:
Russell Mancuso

Re:
KBL Merger Corp. IV

Amendment
No. 2 to

Draft
Registration Statement on Form S-1

Submitted
March 7, 2017

CIK
No. 0001690080

Dear
Mr. Mancuso:

On
behalf of KBL Merger Corp. IV, a Delaware corporation (the “Company”), we hereby transmit the Company’s
response to the comment letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission
(the “Commission”), on March 24, 2017, regarding Amendment No. 2 to the Draft Registration Statement on Form
S-1 filed with the Commission on March 7, 2017 (“Registration Statement”).

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with
the Company’s response.

Summary,
page 1

 1. We
                                         note the last sentence of your response to prior comment 2. It is unclear why disclosure
                                         about your management’s experience with a company formed for similar purposes is
                                         not necessary for investors to evaluate your statements about your management’s
                                         background, including your statements about your management’s “track record.”
                                         Please advise or revise your disclosure accordingly.

In
response to the Staff’s comment, we have added such disclosure on pages 4 and 68.

Units,
page 9

 2. Please
                                         tell us with specificity where you have disclosed the substance of clause (2) of your
                                         response to prior comment 3.

In response to the Staff’s comment, we note
that the substance of clause (2) of our response to prior comment 3 was disclosed in our response to comment 5 of the Staff’s
comment letter dated December 13, 2016. For further clarity, we have revised the disclosure in footnote (1) and on pages
10, 40, 105, 127 and 130 of the Registration Statement to reflect the substance of clause (2).

Redemption
of warrants, page 11

 3. We
                                         note your response to prior comment 4. If you may not redeem the warrants when their
                                         exercise is not exempt, registered or qualified in each holder’s state, please
                                         revise your disclosure on page 12 to clarify.

In
response to the Staff’s comment, we have revised the disclosure on pages  12, 35, 46 and 111 to clarify that we may
not redeem the warrants under such circumstances.

Conditions
to completing our initial business combination, page 15

 4. We
                                         note your response to prior comment 5. We may have additional comments after you file
                                         the exhibits to this registration statement, including the exhibit mentioned in your
                                         response.

For
the Staff’s information, we  have filed  such exhibits with the Registration Statement filed herewith.

If
we seek stockholder approval, page 25

 5. Please
                                         tell us how you calculated that you would need 36.6% of the public shareholders to approve
                                         the transaction given your quorum requirement and your disclosure that you require only
                                         a majority of the shares voted.

Upon
closing of the initial public offering, the initial stockholder will hold an aggregate of 2,850,000 shares of our common stock,
including for the Staff’s information, the calculation has been modified to 36.3% because the number of private placement
units to be issued to the initial stockholder has been increased from 305,000 units to 350,000 units (i) 2,500,000 founder shares
(assuming no exercise of the underwriters’ over-allotment option and the forfeiture by the sponsor of 375,000 founder shares)
and (ii) 350,000 units to be purchased in the private placement.

If
we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares
of common stock voted are voted in favor of the business combination. The total outstanding shares after this offering and
the private placement will be 12,950,000 shares (as disclosed in page  10 of the Registration Statement). Thus, we will need
at least 6,475,001 shares voted in favor of the business combination. As disclosed in the Registration Statement, our sponsor
has agreed to vote its founder shares and private placement shares in favor of our initial business combination. However, as
disclosed in the Registration Statement, the underwriters have not committed to vote any private placement shares held by
them in favor of our initial business combination. As a result, we will need 3,625,001 shares of the 10,000,000 public shares
sold in the initial public offering, or 36.3%, to vote in favor of the business combination.

      2

If
third parties bring claims against us, page 31

 6. We
                                         note on pages 31-32 and throughout the filing that you have sought business agreements
                                         with your vendors, service providers and prospective target businesses to waive any right,
                                         title, interest or claim of any kind in or to any monies held in the trust account for
                                         the benefit of your public stockholders. Please tell us if your auditors have entered
                                         into this type of business agreement with you.

While our independent registered public accounting
firm (the “Auditors”) has, in the engagement letter that covers its initial audit and audit services
required through the proposed offering,  waived  any right, title, interest or claim of any kind in or to any monies held
in the trust account for the benefit of the public stockholders (the “Trust”), the Auditor has not waived any
rights to fees for which the Auditor would become entitled for services rendered.  The waiver simply constitutes an
acknowledgement that Trust fund monies are restricted for the benefit of the public stockholder and may not be used to pay
audit fees.  Such fees are the responsibility of the Company.

It is further noted that the Company has a loan agreement
in place with the Company’s sponsor to cover specific amounts payable prior to the closing of the proposed offering and has
designated certain amounts to be held outside of the Trust to cover payments after the proposed offering, including audit fees.
There are not currently any unpaid professional fees due to the Auditor for services rendered.

Scientific
and Advisory Board, page 95

 7. We
                                         note your response to prior comment 12. If your advisory board members have no obligations
                                         to you, it remains unclear why it is appropriate to highlight the board in your prospectus
                                         summary. Also, if the advisory board has no fiduciary duties and no voting or decision-making
                                         authority, it is unclear why it is appropriate to present them as part of your “Management”
                                         disclosure in addition to your “Proposed Business” disclosure. Please advise
                                         or revise.

In
response to the Staff’s comment, we have deleted the description of the members of the Scientific and Advisory Board from
the “Summary” and “Management” sections.

For
the Staff’s information, the members of the Scientific Advisory Board are people with whom Dr. Krauss has worked for
many years. Many of these people were advisors to Dr. Krauss’s previous SPACs and other KBL entities. Dr. Krauss
regularly meets with these individuals and has called on them for assistance with respect to numerous transactions over the
past 30 years. Such individuals are members of our sponsor and have orally indicated that they are willing to devote the time
requested by Dr. Krauss and will actively participate in transactions (in the same manners as they did in the past).
Such individuals have never declined to assist when requested by Dr. Krauss, and we have no reason to believe they will
decline in the future.

 8. Please
                                         clarify how you addressed the last two sentences of prior comment 12. We note for example
                                         your disclosure on pages 66 and 67.

In
response to the Staff’s comment, we have deleted certain information from the biographies of certain members of the Scientific
and Advisory Board in order to make the disclosure balanced.

We
thank the Staff in advance for its consideration of the Registration Statement. Should you have any questions regarding the foregoing,
please contact Stuart Neuhauser, Esq. of Ellenoff Grossman & Schole LLP at (212) 370-1300.

    Sincerely,

    /s/ Marlene Krauss

    Marlene Krauss

    cc:
    Ellenoff Grossman & Schole LLP

Holland
& Knight LLP

3

Mail Stop 3030

March 24, 2017

Via E -mail
Dr. Marlene Krauss
Chief Executive Officer
KBL Merger Corp. IV
527 Stanton Christiana Rd
Newark, DE 19713

Re: KBL Merger Corp.  IV
Amendment No. 2 to
Draft Registration Statement on Form S -1
Submitted March 7, 2017
CIK No. 0001690080

Dear Dr. Krauss:

We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement o n
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.

Summary, page 1

1. We note the last sentence of your response to prior comment 2 .  It is unclear why
disclosure about your  management ’s experience with a company  formed for similar
purposes is not necessary for investors to evaluate your statement s about your
management’s background , including  your sta tement s about your management’s “ track
record.”   Please advise or revise your disclosur e accordingly.

Dr. Marlene Krauss
KBL Merger Corp.  IV
March 24, 2017
Page 2

 Units, page 9

2. Please tell us with specificity where you have disclosed the substance of clause (2) of
your response to prior comment 3.

Redemption of warrants, page 11

3. We note y our response to prior comment 4.  If you may not redeem the warrants when
their exercise is not exempt, registered or qualified in each holder’s state, please revise
your disclosure on page 12 to clarify.

Conditions to completing our initial business combination, page 15

4. We note your response to prior comment 5.  We may have additional comments after you
file the exhibits  to this registration statement , including the exhibit mentioned in your
response.

If we seek stockholder approva l, page 25

5. Please tell us how you calculated that you would need 36.6% of the public shareholders
to approve the transaction given your quorum requirement and your disclosure that you
require only a majority of the shares voted.

If third parties bring claims against us, page 31

6. We note on pages 31 -32 and throughout the filing that you have sought business
agreements with your vendors, service providers and prospective target businesses to
waive any right, title, interest or claim of any kind in or to any monies held in the trust
account for the benefit of your public stockholders. Please tell us if your auditors have
entered into this type of business agreement with you.

Scientific and Advisory Board, page 95

7. We note your response to prior comment 12 .  If your advisory board members have no
obligations to you, it remains unclear why it is appropriate to highlight the board in your
prospectus summary.  Also, if the advisory board has no fiduciary duties and no voting or
decision -making authority, it is  unclear why it is appropriate to present them as part of
your “Management” disclosure in addition to your “Proposed Business” disclosure.
Please advise or revise.

8. Please clarify how you addressed the last two sentences of prior comment 12.  We not e
for example your disclosure on pages 66 and 67.

Dr. Marlene Krauss
KBL Merger Corp.  IV
March 24, 2017
Page 3

 You may contact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please cont act Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 with any
other questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:    Douglas S. Ellenoff, Esq.

Mail Stop 3030

February 3, 2017

Via E -mail
Dr. Marlene Krauss
Chief Executive Officer
KBL Merger Corp. IV
527 Stanton Christiana Rd
Newark, DE 19713

Re: KBL Merger Corp.  IV
Amendment No. 1 to
Draft Registration Statement on Form S -1
Submitted January 19, 2017
  CIK No. 0001690080

Dear Dr. Krauss:

We have reviewed your amended draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statem ent on
EDGAR.  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 the information you provide in response to these comments and you r
amended draft registration statement or filed registration statement, we may have additional
comments.   Unless we note otherwise, our references to prior comments are to comments in our
December 13, 2016 letter.

Prospectus Cover

1. Please apply prior comm ent 1 to your disclosure of the title of the warrants on your
prospectus cover.

Summary, page 1

2. We note your response to prior comment 3. Please ensure that your disclosure regarding
the experience of your management is balanced and complete.  For example, it is unclear
why you do not address KBL Acquisition IV, Atlantic Alliance Partnership Corp.’s

Dr. Marlene Krauss
KBL Merger Corp.  IV
February 3, 2017
Page 2

 extended liquidation date and the status of its announced acquisition, or Mr. Klein’s
current role with Atlantic Alliance Partnership Corp.

Units, page 10

3. Please expand your response to prior comment 5 to clarify how the allocation of founder
shares is a “result” of the underwriters’ participation in the private placement.  Ensure
that the purpose of this transaction is clear from your disclosure.  Also, tell us (1) whether
any other owners of your sponsor similarly receive your shares in connection with t he
private placement, (2) whether the underwriters retain their ownership interest in your
sponsor after the business combination, (3) how the underwriters will allocate their
ownership interest in your sponsor among all underwriters of your public offerin g, and
(4) whether the underwriters will be subject to the same agreements and restrictions
regarding your founder shares as your founders, including those restrictions that continue
after the business combination like those described on page 14.

Redemption  of warrants, page 12

4. We note your response to prior comment 6.  If you may redeem the warrants when a
holder may not exercise those warrants, please highlight this fact clearly and directly.

Conditions to completing our initial business combination, p age 16

5. We will continue our evaluation of your response s to prior comments 8, 17 and 18 after
you file your amended and restated certificate of incorporation mentioned in your
responses.

We may not be able to complete, page 28

6. Please reconcile your response to prior comment 10 with your disclosure here that the 24 -
month period is an agreement among the parties.

You will not have any rights, page 29

7. We note your response to prior comment 13; however, the penultimate sentence of this
risk factor appears to be inconsistent with the second sentence under the caption
“Amended and Restated Certificate of Incorporation” on pages 85 and 117 and clause
(iii) in your response to prior comment 17.  Please clarify.

The provisions of our amended and restated certificate of incorporation, page 44

8. Please tell us whether the charter provisions that you cite in response to prior comment
17 can be amended without providing investors an opportunity to receive their portion of
the amount in the trust.

Dr. Marlene Krauss
KBL Merger Corp.  IV
February 3, 2017
Page 3

 The underwriting agreement, page 45

9. We note that this added risk factor mentioned in your response to prior comment 18
addresses only revisions to underwriting agreement. Please expand your response to that
comment to address other material disclosed pre -business combination activity that is not
governed by your charter and may be changed without the consent of your shareholders.
We note for example the other agreements mentioned in your exhibit index.

Directors and Executive Officers, page 94

10. Please clarify the last sentence of your response to prior comment 22 regarding the
consistency of the information in this section and the information in the table on page
102.  We note for example the reference on page 102 to KBL SBIC, but you do not
address in this section when your CEO was affiliated with that entity, and we note that
page 102 does not refer to Atlantic Alliance Partnership.

11. Please provide all information requested by prior comment 24 for all entities that have or
had a purpose of eng aging in a business combination and that were, at the time of having
that purpose, affiliated with any of your executive officers and directors.  Include for
example, the current trading market of post -combination entities, and information
regarding entiti es affiliated with Mr. Klein.

Scientific and Advisory Board, page 96

12. We not your response to prior comment 23.  If the individuals in this section have no
arrangement to provide services to you and have no obligations or duties to you, it is
unclear wh y it is appropriate to highlight them in your prospectus summary.  Where you
elect to address the advisory board elsewhere in your prospectus, ensure that the
disclosure makes clear, if true, that members have no obligation to provide you any
advice or ser vices.  Also ensure that the information that you provide regarding the
advisory board members is balanced.  For example, we note your disclosure of the dollar
amount of assets managed by a member and the dollar amount of an acquisition involving
another m ember but you do not mention losses or deficits incurred by companies
affiliated with the members.

13. Please expand your response to the last sentence of prior comment 23 to provide us all
information not currently in your prospectus that would be require d by Regulation S -K
Item 401(c) regarding your advisory board members if you had concluded that Item
401(c) applied to those members.

Redeemable Warrants, page 112

14. Please expand your response to prior comment 25 to show us clearly (1) how a
transactio n could occur under the other terms of the warrant without providing holders

Dr. Marlene Krauss
KBL Merger Corp.  IV
February 3, 2017
Page 4

 “full potential value of the warrants” and (2) how the exercise price reduction provides
compensation in an amount that is related to the value that holders would not otherwise
receive.

You may contact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 with any
other questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:    Douglas S. Ellenoff, Esq.

Mail Stop 3030
December 13, 2016

Via E -mail
Marlene Krauss , M.D.
Chief Executive Officer
KBL Merger Corp. IV
527 Stanton Christiana Rd
Newark, DE 19713

Re: KBL Merger Corp.  IV
Draft Registration Statement on Form S -1
Submitted November 16, 2016
  CIK No. 0001690080

Dear Dr. Krauss:

We have reviewed your draft 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registra tion statement or filed registration statement, we may have additional
comments.

Prospectus Cover

1. If the offered warrants are callable, please say so clearly throughout your registration
statement in each circumstance  where you state the title of the warrants.  Please see
Instruction 1 to Regulation S -K Item 202.

2. We note your disclosure on your prospectus cover that you cannot guarantee that your
securities will be approved  for listing on the Nasdaq Capital Market and that you intend
to apply for l isting on or after the date of the prospectus.  Please tell us the purpose of
delaying application until the date of the prospectus, and why you believe it is
appropriate to highlight Nasdaq listing and Nasdaq rules in your document if you have
not applied  and been accepted for listing at the time this registration statement becomes
effective.

Marlene Krauss , M.D.
KBL Merger Corp.  IV
December 13, 2016
Page 2

Summary, page 1

3. Where you elect to highlight your management, please ensure that the information is
balanced, with equally prominent explanation of any management experience with
similar transactions initiated but abandoned, unsuccessful transactions, or transactions or
entities that generated losses for investors. Also, if you do not intend to represent to
investors that the registrant will achieve the r esults of management’s prior activities that
you highlight in your summary, please ensure that summary makes clear the purpose of
highlighting those activities and does not suggest that the registrant will achieve those
results

Initial Business Combinatio n, page 6

4. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you or anyone authorized to do so on your
behalf, present to potential investors in reliance on Section 5(d) of the  Securities Act,
whether or not they retain copies of the communications.

Units, page 9

5. We note the last sentence of footnote (1).  Please clarify the nature of the membership
interests in your sponsor that the underwriter will own, including the percentage of your
sponsor  that the underwriter will own.  Also, given your disclosure that the u nderwriter
will own those membership interests “until the closing of [y]our initial business
combination,” please tell us who will own those interests after the business combination
and the nature and amount of consideration that owner will provide the und erwriter for
the interests.

Redemption of warrants, page 11

6. Your disclosure that you will not redeem the warrants if there is not an effective and
current registration statement unless the warrants may be exercised on a cashless basis
appears to be in consistent with your disclosure that you may redeem the warrants even if
you are unable to register or qualify the underlying securities for sale under all state
securities laws.  Please clarify how the warrants may be exercised on a cashless basis if
you are unable to register or qualify the underlying securities for sale under all applicable
state securities laws.

Proceeds to be held in trust account, page 14

7. Please briefly highlight how “the requirements of law and stock exchange rules” could
requi re that funds held in the trust be released other than to fund working capital and to

Marlene Krauss , M.D.
KBL Merger Corp.  IV
December 13, 2016
Page 3

 pay income taxes.  In this regard, if interest is not sufficient to fund working capital and
pay income taxes, please tell us whether applicable law could require you to use other
funds in the trust to pay those obligations.

Conditions to completing our initial  business combination, page 15

8. We note your disclosure that there is no limitation of your ability to raise funds privately.
Please tell us whether you can issue securities that can vote with the common
stockholders on matter related to your pre -business combination activity as describ ed in
the last paragraph on page 19.

Release of funds in trust account on closing of our initial business combination, page 20

9. We note your disclosure that all of the funds in trust will be released to you upon
completion of the business combination, and you will then pay redeeming stockholders.
Please provide us your analysis of whether this process increases the risk that those funds
would be exposed to claims of creditors or tax authorities, as opposed to a process by
which the trustee would releas e the funds due to the redeeming stockholders directly to
those stockholders.  In this regard, we note your disclosure in the second bullet point on
page 15 that the loans will have a claim on the proceeds held in trust when the proceeds
are released to yo u upon completion of a business combination.

Redemption  of public shares and distribution and liquidation, page 20

10. Please reconcile your disclosures, like on pages 20 and 26, that the 24 -month limit is
merely an agreement among the named parties, with  your disclosure in the last paragraph
on page 19 suggesting that an extension of the 24 -month period requires a shareholder -
approved amendment to your certificate of incorporation.

Risk Factors, page 24

11. We note your disclosure beginning on page 116 regarding what the tax consequences
“should” be, your disclosure on page 117 that the treatment “is not entirely clear,” your
disclosure on page 118 regarding a tax consequence that is “unclear,” and your discl osure
on page 119 regarding tax consequences that are “not clear under current tax law.”
Please add a risk factor to explain the tax uncertainties that investors will encounter as a
result of investing in this offering, and highlight those tax uncertainti es in your
prospectus summary.  Also ensure that an appropriate section of your document
addresses the material alternatives to any disclosed tax consequences that are subject to
uncertainty.

Marlene Krauss , M.D.
KBL Merger Corp.  IV
December 13, 2016
Page 4

 You will not have any rights, page 27

12. Please tell us the pur pose of the second sentence of this risk factor.  For what reasons
would you be unable to complete your plan to redeem the public shares if you do not
complete your initial business combination within 24 months?  Why is it uncertain
whether Delaware law re quires you to submit a plan of dissolution for stockholder
approval?

13. Please reconcile the penultimate sentence of this risk factor with the last sentence
beginning on page 19 and the second sentence of the second paragraph on page 81.

If third parties bring claims against us, page 30

14. Please directly identify your product or service providers who you know have not or will
not provide a waiver.  For example, will the underwriters, your auditor, your escrow and
transfer agent, and your directors a nd officers provide a waiver?

We are not registering the shares of common stock , page 33

15. If the holders of the securities issued in your unregistered transaction can exercise
warrants at times  holders of warrants issued in this registered offering cann ot, please
disclose the risk to investors in this offering of being required to hold the warrants while
insiders can exercise and sell the underlying common stock.

We may issue additional common or preferred shares, page 36

16. We note the mitigating lang uage in the sentence including clauses (i) and (ii) of this risk
factor.  If those restrictions may be eliminated, please revise the mitigating language to
clarify.  In this regard, we note the disclosure in the last risk factor on page 42.

The provision s of our amended and restated certificate of incorporation, page 42

17. If you can amend your charter to permit you to withdraw funds from the trust account
such that the per share amount investors will receive upon any redemption or liquidation
is substantially reduced or eliminated, please say so prominently and clearly and
highlight the issue in your prospectus summary.

18. In an appropriate risk factor, please clearly identify the extent of the disclosed pre -
business combination activity that is not governed by your charter and may be revised
without the consent of your sha reholders.  For example, we note your disclosure on page
35 regarding an independent opinion regarding the fairness of any affiliate acquisition,
your disclosure on page 40 regarding not incurring indebtedness without a waiver, and
your disclosure on  page  41 regarding the percentage of the target security that you will
acquire.

Marlene Krauss , M.D.
KBL Merger Corp.  IV
December 13, 2016
Page 5

Status as a Public Company, page 70

19. Please balance your disclosure here to address any material reasons that your structure
would not be attractive to a business combination partner relative to “the traditional
initial public offering.”  For example, does the risk of potential unknown liabil ities,
whether related to your securities transactions or otherwise, materially affect a target’s
analyses?

Redemption of public shares, page 77

20. Please clarify whether you would proceed with the amendment if the number of
stockholders seeking redemptio n would exceed the amount mentioned in the penultimate
sentence of the second paragraph on page 78.

21. We note your disclosure in the first paragraph on page 80 regarding unlawful redemption
distributions.  Please clarify why the distribution could be “d eemed to be unlawful.”

Directors and Executive Officers, page 89

22. Please clarify the dates during which your directors and executive officers served in the
cited roles.  For example, it is unclear when Dr. Krauss was CEO of KBL Healthcare
Acquisition I, II and III.  Ensure that your disclosure is reconcilable to the info rmation in
the table on page 97.

23. Please tell us how you determined who would be a member of your Scientific and
Advisory Board, the nature of any commitment the members of the Advisory Board to
provide services to you, whether and when the Advisory Board  will meet as a group, and
how the role of the identified Advisory Board members will differ from other individuals
from whom you seek advice.  Also tell us about all compensation arrangements for the
Advisory Board.  It is unclear why it is appropriate to  include the named individuals in
your “Management” disclosure or to highlight them in your prospectus summary, and it is
unclear why you do not include all information addressed by Regulation S -K Item 401(c)
regarding the Advisory Board members.

24. We no te your disclosure on page 38 that your executive officers and directors possibly
are affiliated with entities that are engaged in a business similar to yours.  Please tell us
the names of all such entities with which your affiliates are or were affiliated , including
the nature and dates of the affiliation.  Also provide a brief description of any acquisitions
made by those entities, the current trading markets of the entities, and benefits received
by your affiliates from their association with those entit ies.

Marlene Krauss , M.D.
KBL Merger Corp.  IV
December 13, 2016
Page 6

 Warrants, page 107

25. Please revise the disclosure to explain the purpose and effect of the “Black -Scholes
Warrant V alue” exercise price reduction mentioned on page 110.

Our Amended and Restated Certificate of Incorporation, page 111

26. Please revise the second sentence of this section to clarify whether all “dissenting
holders” – not just public stockholders – would have the right to redeem.

Allocation of Purchase Price, page 117

27. We note your disclosure that “ each holder of a unit m ust allocate the purchase price paid
by such holder for such unit between the one ordinary share and the warrant based on the
relative fair market value of each at the time of issuance.”  Please clarify how a holder
will know the fair market value of the w arrant at the time of issuance if the warrants do
not trade separately from the units at that time.

Possible Constructive Distributions, page 119

28. Given your disclosure on page 109 -110, please clarify under what circumstances
permitted by the offered warrant would an “ adjustment increase[] the warrant holders’
proportionate interest in [y]our assets or earnings and profits … as a result of a
distribution  of cash to the holders of shares of [y]our common stock which is taxable to
the U.S. holders of such shares.”

Underwriting  Discount , page 122

29. We note your references to  changing the offering price and other selling terms.  If true,
please revise to clarify that you are referring to chang es after completion of this offering.

Index to Financial Statements, page F -1

Report of Independent Registered Public Accounting Firm, page F -2

30. In the first sentence of the audit opinion, your auditors did not identify the balance sheet
located on page F -3 included  within the financial statements. Please amend your filing to
include an audit report that clearly identifies all of the financial stat ements that were
audited.  Refer to PCAOB Auditing Standards 3101.08.

Marlene Krauss , M.D.
KBL Merger Corp.  IV
December 13, 2016
Page 7

 Note 2. Significant Accounting Policies

Emerging growth company, page F -9

31. We note in the last sentence  of this footnot e that you refer to “accountant standards.”
Please revise your disclosure to refer to accounting standards.

You may contact Tara Harkins at (202) 551 -3639 or Lynn Dicker, Senior Accountant, at
(202) 551 -3616 if you have questions regarding comments on the financial statements and
related matters.  Please contact Tom Jones at (202) 551 -3602 or me at (202) 551 -3617 with any
other questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief
Office of Electronics and Machinery

cc:    Douglas S. Ellenoff, Esq.