United States securities and exchange commission logo
July 2, 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
Amendment No. 1 to
Registration Statement on Form S-4
Filed June 17, 2021
File No. 333-254840
Dear Mr. You:
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 April
27, 2021 letter.
Amendment No. 1 to Form S-4
"What equity stake will the current stockholders of dMY and the IonQ
Equityholders hold in the
Combined Company...", page 5
1. Please disclose the
sponsor and its affiliates total potential ownership interest in the
combined company,
assuming exercise and conversion of all securities.
"Will dMY obtain new financing in connection with the Business
Combination?", page 5
2. Please highlight
material differences in the terms and price of securities issued at the time
of the IPO as compared
to private placements contemplated at the time of the business
combination. Disclose
if the SPAC s sponsors, directors, officers or their affiliates will
participate in the
private placement.
Harry You
FirstName LastNameHarry You
dMY Technology Group, Inc. III
Comapany
July 2, 2021NamedMY Technology Group, Inc. III
July 2,2 2021 Page 2
Page
FirstName LastName
"What interests does the Sponsor and dMY's officers and directors have in the
Business
Combination?", page 8
3. Please clarify if the sponsor and its affiliates can earn a positive
rate of return on their
investment, even if other SPAC shareholders experience a negative rate
of return in the
post-business combination company.
4. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
"Can our Initial Stockholders redeem their Founder Shares in connection with
consummation of
the Business Combination?", page 10
5. We note that certain shareholders agreed to waive their redemption
rights. Please describe
any consideration provided in exchange for this agreement.
Summary, page 17
6. In an appropriate location in this section, please revise your
disclosure to show the
potential impact of redemptions on the per share value of the shares
owned by non-
redeeming shareholders by including a sensitivity analysis showing a
range of redemption
scenarios, including minimum, maximum and interim redemption levels.
7. Please revise to disclose all possible sources and extent of dilution
that shareholders who
elect not to redeem their shares may experience in connection with the
business
combination. Provide disclosure of the impact of each significant
source of dilution,
including the amount of equity held by founders, convertible
securities, including warrants
retained by redeeming shareholders, at each of the redemption levels
detailed in your
sensitivity analysis, including any needed assumptions.
8. It appears that underwriting fees remain constant and are not adjusted
based on
redemptions. Revise your disclosure to disclose the effective
underwriting fee on a
percentage basis for shares at each redemption level presented in your
sensitivity analysis
related to dilution.
Material Tax Considerations, page 114
9. We note the merger agreement indicates that the merger will qualify as
a reorganization
under Section 368(a) of the Internal Revenue Code. Please discuss the
tax consequences
of the merger in the filing and whether you intend for the merger to
qualify as a
reorganization within the meaning of Section 368(a) of the Internal
Revenue Code. To the
extent you believe that the merger qualifies as a reorganization
within Section 368(a) of
the Internal Revenue Code, you must obtain a legal opinion supporting
such a
Harry You
dMY Technology Group, Inc. III
July 2, 2021
Page 3
conclusion. Otherwise, disclose that it is uncertain whether the
domestication will qualify
as a tax-free reorganization and describe the potential consequences to
shareholders,
including a summary of the tax consequences if the merger fails to
qualify as a 368(a)
reorganization.
Conflict of Interest, page 161
10. Your charter waived the corporate opportunities doctrine. Please address
this potential
conflict of interest and whether it impacted your search for an
acquisition target.
Note 10. Stock-Based Compensation, page F-22
11. We have reviewed your response to prior comment 12. Please address the
following
items;
Your response indicates that on March 7, 2021, you signed the
definitive merger
agreement with dMY with a pre-money equity value of $1.275 billion
and the fair
value of IonQ's common stock was determined to be $31.71 per share.
Further, your
response states that on March 8, 2021, you announced the proposed
business
combination with a pre-money equity value for IonQ of $1.275
billion, which
resulted in an implied fair value of the shares of IonQ common stock
to be $41.30 per
share. Please explain what occurred to result in the change in the
fair value of the
shares during this one day.
Given the final implied fair value of $41.30 on March 8, 2021,
please explain in
greater detail how you concluded your deemed fair value of shares on
recent grant
dates, for example, $30.61 on March 4, 2021 remains appropriate. We
note your
disclosure under the title, Reassessment of 2021 Awards, that "IonQ
did not identify
any significant events that occurred during the period between
valuation dates that
would have caused a material change in fair value."
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, (202) 551-3453 with any other
questions.
Sincerely,
FirstName LastNameHarry You
Division of
Corporation Finance
Comapany NamedMY Technology Group, Inc. III
Office of
Technology
July 2, 2021 Page 3
cc: Adam J. Brenneman
FirstName LastName