September 27, 2022
VIA EDGAR
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Benjamin Holt
Pam Howell
| Re: | dMY Squared Technology Group, Inc. |
Registration Statement on Form S-1
File No. 333-267381
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the “Underwriter”), hereby join in the request of dMY Squared Technology Group, Inc., a Massachusetts corporation (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-267381) (the “Registration Statement”), relating to a public offering of shares of the Registrant’s common stock, par value $0.0001 per share, so that the Registration Statement may be declared effective at 4:00 p.m. Eastern Time, on September 29, 2022, or as soon thereafter as practicable. The undersigned, as the Underwriter, confirm that they are aware of their obligations under the Securities Act.
The undersigned, as the Underwriter, hereby represent on behalf of the underwriters that the underwriters are acting in compliance and will act in compliance with the provisions of Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above proposed offering.
[Signature Page Follows]
| Very truly yours, | ||
| Needham & Company, LLC | ||
| By: | /s/ Julie Harbey | |
| Name: Julie Harbey | ||
| Title: Managing Director | ||
| Address: | ||
c/o Needham & Company, LLC 250 Park Avenue | ||
| New York, New York 10177 | ||
[Signature Page to Acceleration Request Letter]
