dMY Technology Group, Inc. III
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
August 10, 2021
BY EDGAR
Mr. Matthew Derby
Ms. Jan Woo
Mr. Ryan Rohn
Mr. Craig Wilson
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: | dMY Technology Group, Inc. III |
Registration Statement on Form S-4, as amended |
File No. 333-254840 |
Dear Mr. Derby, Ms. Woo, Mr. Rohn and Mr. Wilson:
Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, dMY Technology Group, Inc. III (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-4 (File No. 333-254840) (the “Registration Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective at 4:00 p.m. Eastern Daylight Time on August 12, 2021, or as soon as practicable thereafter. The Company hereby authorizes Adam J. Brenneman of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, to modify or withdraw this request for acceleration orally.
The Company requests that we be notified of such effectiveness by a telephone call to Mr. Brenneman at +1 (212) 225-2704 and that such effectiveness also be confirmed in writing.
Very truly yours,
| /s/ Niccolo de Masi |
| Niccolo de Masi |
| Chief Executive Officer and Director |
| cc: | Harry L. You |
| dMY | Technology Group, Inc. III |
Kyle E. Harris |
James E. Langston |
Adam J. Brenneman |
| Cleary | Gottlieb Steen & Hamilton LLP |
Peter Chapman |
Salle E. Yoo |
Thomas Kramer |
| IonQ, | Inc. |
John T. McKenna |
Jaime L. Chase |
David I. Silverman |
| Cooley | LLP |
