United States securities and exchange commission logo
April 27, 2021
Harry You
Chairman of the Board
dMY Technology Group, Inc. III
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Re: dMY Technology
Group, Inc. III
Registration
Statement on Form S-4
Filed March 30,
2021
File No. 333-254840
Dear Mr. You:
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
What vote is required to approve the proposals presented at the Special
Meeting?, page 6
1. In light of the vote
requirement for approval of the proposals, please revise here or
elsewhere to discuss
how the voting requirement and the voting and support agreements
make it more likely the
business combination will be approved. For example, discuss the
percentage of shares
not subject to the voting and support agreements that would be
required to approve the
business combination proposal if only a quorum of dMY
Technology Group, Inc.
III shareholders are present.
Harry You
FirstName LastNameHarry You
dMY Technology Group, Inc. III
Comapany
April NamedMY Technology Group, Inc. III
27, 2021
April 227, 2021 Page 2
Page
FirstName LastName
Summary, page 17
2. We note the redemption feature of the warrants whereby the company may
redeem the
public warrants for Class A ordinary shares based upon the fair
market value of the
Class A ordinary shares. In the summary section, disclose this
redemption feature. Revise
the risk factor on page 75 to focus on this redemption feature
triggered by a trading price
of $10.00 (rather than the $18.00 feature) and highlight that (1) the
trading price is less
than the exercise price of the warrants ($11.50) and (2) may result in
investors having to
exercise the warrants at a time when they are out-of-the-money or
receive nominal
consideration from the company for them.
IonQ Stockholder Support Agreement, page 20
3. We note your disclosure that you entered into a stockholder support
agreement with
certain IonQ stockholders. Please revise to clarify the aggregate
voting power those
stockholders hold.
Risk Factors
IonQ systems depend on the use of a particular isotope of an atomic element...,
page 52
4. You state that IonQ is currently reliant on a single supplier of
isotopically enriched
materials and that there are limited suppliers for such resources.
Please identify the
supplier and provide a description of any agreements with this
supplier including
termination provisions.
IonQ may rely heavily on future collaborative partners, page 52
5. You state that IonQ has entered into strategic partnerships to develop
and commercialize
IonQ's current and future research and development programs with other
companies. To
the extent material, please disclose the terms of those agreements for
strategic partnerships
including obligations of the parties and financial arrangements.
The Business Combination
Terms of the Merger, page 98
6. We note that you determined the equity valuation of IonQ to be $1.275
billion. Given the
limited revenues and operating history of IonQ, please provide a more
detailed discussion
regarding the underlying assumptions and information used in
determining this enterprise
value.
Certain Projected Financial Information, page 105
7. We note that the disclosed prospective financial information for IonQ,
Inc. is a summary
of projections provided by IonQ to dMY. Tell us whether any other
information was
provided to dMY to support the projections. If so, disclose the
material estimates and
hypothetical assumptions upon which they are based.
Harry You
FirstName LastNameHarry You
dMY Technology Group, Inc. III
Comapany
April NamedMY Technology Group, Inc. III
27, 2021
April 327, 2021 Page 3
Page
FirstName LastName
Regarding the customer warrant disclosed in Note 9. "Warrant
Transaction Agreement"
on page F-21, please advise as to the materiality of the revenue
offset if such revenues are
reflected in your projections.
Comparative Historical and Unaudited Pro Forma Per Share Data, page 145
8. We note you currently provide the actual closing market prices per
share and no pro forma
per share data. Please clarify if you intend to provide pro forma
information giving effect
to the Business Combination, assuming different redemption scenarios.
Agreements with the University of Maryland and Duke University
Exclusive License Agreement, page 178
9. We note your disclosure that the terms of the exclusive license
agreement with Duke and
the University of Maryland include that the company must make
commercially reasonable
efforts to meet "such other milestones that IonQ may specify in a
development plan
provided by IonQ to the universities..." Please revise to provide a
discussion of the
additional milestones the Company has specified in its development
plan provided to the
universities.
Information About IonQ
Competition, page 180
10. Please revise to provide additional disclosure regarding competition
in the trapped ion
quantum competing space, specifically addressing how "IonQ s
processor architecture,
system design and implementation and its strategies to scale" are
superior to your
competition.
Proposal No. 3 - The Charter Proposal
Reason for the Amendment, page 233
11. Please balance your discussion of the reasons for adopting a
classified board structure,
removing the ability to act by written consent, exclusive forum
provision and requiring the
approval of two-thirds of the voting power to make certain amendments
to your charter
and bylaws with a discussion of the disadvantages to stockholders of
these proposals
Note 10. Stock-Based Compensation, page F-22
12. Please provide us with a breakdown of all equity awards granted to
date in fiscal 2020 and
leading up to the filing of the Form S-4, including the fair value of
the underlying
common stock used to value such awards as determined by your board of
directors. To the
extent there were any significant fluctuations in the fair values from
period-to-period,
please describe for us the factors that contributed to these
fluctuations, including any
intervening events within the Company or changes in your valuation
assumptions or
methodology. Compare the most recent valuations for options granted to
the fair value of
Harry You
dMY Technology Group, Inc. III
April 27, 2021
Page 4
the shares of commons stock as determined by the conversion ratio
described in the
Business Combination Agreement. In addition, please include Equity-Based
Compensation and Common Stock Valuations within your Critical Accounting
Policies.
Note 6. Stockholders' Equity, page F-44
13. For your public and private placement warrants, please explain how the
warrant terms
and accounting literature support your balance sheet classification over
the reported
periods. Please refer to the guidance in ASC 815-40 and the Staff
Statement on
Accounting and Reporting Considerations for Warrants Issued by Special
Purpose
Acquisition Companies on April 12, 2021.
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 Ryan Rohn, Senior Staff Accountant, at (202) 551-3739
or Craig
Wilson, Senior Advisor, at (202) 551-3226 if you have questions regarding
comments on the
financial statements and related matters. Please contact Matthew Derby, Staff
Attorney, at (202)
551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNameHarry You
Division of
Corporation Finance
Comapany NamedMY Technology Group, Inc. III
Office of Technology
April 27, 2021 Page 4
cc: Adam J. Brenneman
FirstName LastName