United States securities and exchange commission logo
September 19, 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.
Registration
Statement on Form S-1
Filed September 12,
2022
File No. 333-267381
Dear Mr. You:
We have reviewed your registration statement and have the
following comment. In our
comment, 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 comment applies 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 this comment, we may have additional comments.
Registration Statement on Form S-1 filed September 12, 2022
Exhibits
1. Please revise the
legality opinion filed as Exhibit 5.2 to include the over-allotment of
1,125,000 units,
including the common stock included in the units. In addition, please
remove the assumption
that "upon issuance of Units, Class A Common Stock and
Warrants, the sum of
the number of Units, and shares of Common Stock issued and
outstanding plus the
number of shares issuable upon the exercise of such Warrants will
not exceed the total
number of shares of Class A Common Stock that the Company is then
authorized to issue
under its Restated Articles of Organization and other relevant
documents," as such
assumption goes to the underlying opinion. In addition, please revise
Exhibit 5.1 to reflect
the full amount of units being registered including the over-
Harry L. You
dMY Squared Technology Group, Inc.
September 19, 2022
Page 2
allotment. The exhibit references 7.5 million units, which does not
include the over-
allotment.
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 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
September 19, 2022 Page 2
cc: Adam J. Brenneman
FirstName LastName