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

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

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.

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

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

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.

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.

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.

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:

MINTZ   February 7, 2020 Page 5

Considering all of the factors described above, the Company determined that Katexco was the accounting acquirer. Although none of the Operating Companies had a controlling financial interest in 180, two minority investors in post-combination 180 had minority interests in all three Operating Companies and the initiator of the Reorganization was a founder of all three Operating Companies, most of the other factors, including 180’s board of directors and 180’s senior management member affiliations with Katexco, the relative size of Katexco compared to the other Operating Companies and the future 180 headquarters location supported the identification of Katexco as the accounting acquirer.

Response: The Company acknowledges the Staff’s comment and notes that Amendment No. 1 includes a post-Reorganization, condensed consolidated balance sheet which includes the goodwill recorded in conjunction with the Reorganization and, as such, the pro forma combined post-Reorganization balance sheet has been removed. The Company has added disclosure to the footnotes to the condensed consolidated financial statements on page F-69 of Amendment No. 1 which indicates that the components of the goodwill are:

MINTZ   February 7, 2020 Page 6

Response: The Company acknowledges the Staff’s comment and notes that Amendment No. 1 now includes a post-Reorganization, condensed consolidated balance sheet which includes the deferred tax liability recorded in conjunction with the Reorganization and, as such, a pro forma combined post-Reorganization balance sheet is no longer required to be included in Amendment No. 1. The Company has added disclosure to the footnotes to the condensed consolidated financial statements on page F-69 of Amendment No. 1 which indicates that the 26% income tax rate represents an estimate of the blended U.S. and Canadian effective federal and state/province tax rates.

Response: The Company acknowledges the Staff’s comment and notes that Amendment No. 1 now includes a post-Reorganization, condensed consolidated balance sheet which includes the fair value of the intangible assets recorded in conjunction with the Reorganization and, as such, the pro forma combined post-Reorganization balance sheet has been removed. The Company has added disclosure to the footnotes to the condensed consolidated financial statements on pages F-67 and F-69 of Amendment No. 1 which indicates that 180 senior management, with the assistance of a third-party valuation firm:

Response: The Company acknowledges the Staff’s comment and notes that during the six months ended June 30, 2019, Katexco issued 19,962,285 shares of common stock for gross proceeds (including share-based compensation) of $1,463,802 for an average valuation of USD$0.073 per share or approximately CAD$0.096 per share. However, during the period from February 1, 2019 to June 30, 2019, Katexco issued 8,868,409 shares of common stock for gross cash proceeds of $996,822 for a valuation of USD$0.11 per share or CAD$0.150 per share.

MINTZ   February 7, 2020 Page 7

Background of the Business Combination, page 112

Response:  The Company acknowledges the Staff’s comment and notes that to induce KBL to go forward with the merger, Katexco, CBR Pharma and 180 LP were added as parties to the Business Combination Agreement as these entities were intended to become subsidiaries of 180 pursuant to the Reorganization. At the time of the negotiations of the Business Combination Agreement it was uncertain whether the Reorganization would be completed by the time of the signing of the Business Combination Agreement. The Reorganization was ultimately completed on July 16, 2019 and each of Katexco, CBR Pharma and 180 LP remained parties to the Business Combination Agreement. In response to the Staff’s comment, the Company has revised the disclosure on page 110 of Amendment No. 1.

Material United States Federal Income Tax Considerations, page, 122

Response: The Company acknowledges the Staff’s comment and has filed the requested tax opinion of McDermott Will & Emery LLP on the material U.S. federal income tax consequences of the transaction, as required by Item 601(b)(8) of Regulation S-K, as Exhibit 8.2 to Amendment No. 1.

Management’s Discussion and Analysis, page 169

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 171 and 172 of Amendment No. 1.

Business of CannBioRx, page 193

Response: The Company acknowledges the Staff’s comment and provides the following clarifications in response. 180’s offices are more accurately described as small offices, rather than “virtual offices.” The disclosure has been revised accordingly on page 221 of Amendment No. 1.

MINTZ   February 7, 2020 Page 8

180 has three product development platforms (anti-TNF platform, SCAs platform and α7nAChR platform) which each (1) focus on different diseases, pains or medical conditions and target different factors, molecules or proteins and (2) have or will have their own product candidates. Currently, 180 is conducting clinical trials only for certain indications under the anti-TNF platform. The disclosure has been revised accordingly on page 189 of Amendment No. 1.

180 is currently outsourcing its clinical trials, which are conducted at Oxford University and Groningen, The Netherlands and only involve certain indications under the anti-TNF platform. 180 expects to continue to outsource its clinical trials and conduct them at (1) in the case of the anti-TNF platform, Oxford University and Groningen, The Netherlands, (2) in the case of the SCAs platform, Hebrew University and Oxford University and (3) in the case of the α7nAChR platform, Evotec in Hamburg, Germany. 180 also expects to outsource all of its manufacturing activities, including those activities at the research or clinical stage, with SCAs to be produced at Hebrew University and α7nAChR to be produced by Evotec and the anti-TNF platform utilizing off-the-shelf adalimumab. In addition, 180 expects its products to be good manufacturing practice (GMP) grade and produced by accredited contract research organizations (CROs). The disclosure has been revised accordingly on page 198 of Amendment No. 1.

Product Development Platforms, page 194

Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 192, 193 and 194 of Amendment No. 1. 180 expects to complete its Phase 2b clinical trial for Dupuytren’s disease in December 2020, which is currently being conducted at Oxford University and Groningen, The Netherlands. 180 has obtained regulatory approvals from the UK Medicines and Healthcare Products Regulatory Agency (MHRA) and the Dutch Centrale Commissie Mensgebonden Onderzoek (CCMO), as well as from the relevant accredited ethics committees, in order to perform clinical trials in the UK and The Netherlands solely for indications under the anti-TNF platform. 180 has not held any meetings with, and no applications or requests for approval have been submitted to, the FDA for any indications or products under any of its product development platforms at this time.

Response: The Company acknowledges the Staff’s comment and provides the following in response. 180 changed its name from CannBioRx Life Sciences Corp. to 180 Life Sciences Corp. in January 2020, which has been reflected throughout Amendment No. 1.

Of 180’s three product development platforms, only one, the SCAs platform, involves products that are related to CBD (and not to cannabis or THC), and no clinical trials for any indications or products under the SCAs platform are currently being conducted in the United States or abroad. The disclosure on pages 189 and 193 of Amendment No. 1 has been revised accordingly.

A chart summarizing the products and indications, including those currently in clinical trial, for the three product development platforms has been included on page 191 of Amendment No. 1. In addition, a chart for each product development platform regarding the timing of current and future clinical trials, based on current proposals, has been included on pages 192, 193 and 194 of the Amendment No. 1.

MINTZ   February 7, 2020 Page 9

Beneficial Ownership of Securities, page 230

Response: Karpus Management, Inc. is managed by George W. Karpus, its President and Chief Executive Officer, and Mr. Karpus has sole voting and investment control over the shares held by Karpus Management, Inc. In response to the Staff’s comment, the Company has revised the disclosure on page 231 of Amendment No. 1.

Exclusive forum for certain lawsuits, page 245

Response:  In response to the Staff’s comment, the Company has revised its disclosure on page 244 of the Amendment No. 1 under the heading “Exclusive forum for certain lawsuits” as follows (For your ease of reference, the revisions are emphasized below by italicized text).

“Our Charter will require, to the fullest extent permitted by law, that derivative actions brought in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing such suit will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, the provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may have the effect of discouraging lawsuits against our directors and officers. Notwithstanding the foregoing, in the event the Court of Chancery in the State of Delaware lacks subject matter jurisdiction over any such action or proceeding, the sole and exclusive forum for such action or proceeding will be another court in the State of Delaware, or if no court in the State of Delaware has jurisdiction, the federal district court for the District of Delaware, in each such case, unless the Court of Chancery (or such other state or federal court located within the State of Delaware, as applicable) has dismissed a prior action by the same plaintiff asserting the same claims because such court lacked personal jurisdiction over an indispensable party named as a defendant therein. To the fullest extent permitted by law, the forum selection provision discussed above will apply to derivative actions or proceedings brought on our behalf and arising under the Securities Act or the Exchange Act, although our stockholders cannot waive compliance with the federal securities laws and the rules and regulations thereunder. There is uncertainty as to whether a court would enforce such provision in connection with any such derivative action or proceeding arising under the Securities Act or the Exchange Act, and it is possible that a court could find the forum selection provision to be inapplicable or unenforceable in such a case.”

MINTZ   February 7, 2020 Page 10

Index to Financial Statements, page F-1

Response: The Company acknowledges the Staff’s comment and has revised the disclosure to include updated historical and pro forma financial information as of September 30, 2019 in Amendment No. 1.

General

Response: The Company acknowledges the Staff’s comment and notes that 180’s valuation of approximately $175 million includes tangible as well as intangible assets, such as intellectual property and goodwill. The Guarantee and Commitment Agreement provides for a guarantee of at least $5,000,001 in net tangible assets which only ensures that the Company would avoid being subject to Rule 419 promulgated under the Securities Act.

*                              *                              *

If the Staff has any questions concerning this letter or requires further information, please do not hesitate to contact the undersigned at (212) 692-6768.