United States securities and exchange commission logo
June 16, 2022
Harry L. You
Co-Chief Executive Officer
dMY Squared Technology Group, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
Re: dMY Squared
Technology Group, Inc.
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted May 24,
2022
CIK No. 0001915380
Dear Mr. You:
We have reviewed your amended draft 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 providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. 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 the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form S-1 submitted
May 24, 2022
General
1. With a view toward
disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties
with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact
could impact your ability to complete your initial business
combination. For
instance, discuss the risk to investors that you may not be able to
complete an initial
business combination with a U.S. target company should the
transaction be subject
to review by a U.S. government entity, such as the Committee on
Foreign Investment in
the United States (CFIUS), or ultimately prohibited. Disclose that
as a result, the pool
of potential targets with which you could complete an initial business
combination may be
limited. Further, disclose that the time necessary for government
Harry L. You
dMY Squared Technology Group, Inc.
June 16, 2022
Page 2
review of the transaction or a decision to prohibit the transaction
could prevent you from
completing an initial business combination and require you to liquidate.
Disclose the
consequences of liquidation to investors, such as the losses of the
investment opportunity
in a target company, any price appreciation in the combined company, and
the warrants,
which would expire worthless.
Management
Conflicts of Interest, page 122
2. Please revise the conflicts of interest table on pages 122 and 123 to
include Ms. Weaver's
fiduciary duties or contractual obligations to Equitable Holdings, Inc.
You may contact Frank Knapp at 202-551-3805 or Wilson Lee at
202-551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Pam Howell at 202-551-3357 with any
other
questions.
Sincerely,
FirstName LastNameHarry L. You
Division of
Corporation Finance
Comapany NamedMY Squared Technology Group, Inc.
Office of Real
Estate & Construction
June 16, 2022 Page 2
cc: Adam J. Brenneman
FirstName LastName