POWER OF ATTORNEY

      The undersigned as a Section 16 reporting person of Matterport,
Inc. (the "Company"), hereby constitutes and appoints Matthew Zinn
and Kate Horricks, and each of them, the undersigned's true and
lawful attorney-in-fact to:

(1)	execute, deliver and file for and on behalf of the undersigned,
in the undersigned's capacity as an officer and/or director
of  the Company, Forms 3, 4, and 5 in accordance with
Section 16(a) of the Securities Exchange Act, as amended (the
"Exchange Act"), and other forms or reports on behalf of the
undersigned as may be required to be filed in connection with
his or her ownership, acquisition, or disposition of securities
of the Company, including Form 144;

(2)	do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute any such Form 3, 4, 5 or Form 144, complete and execute
any amendment or amendments thereto, and timely file such form
with the Securities and Exchange Commission and/or any stock
exchange or similar authority;

(3)	seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any
such information to the undersigned and approves and ratifies
any such release of information; and

(4)	take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.

      The undersigned hereby grants to each such attorney-in-fact full
power and authority to do and perform any and every act and thing
whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do
or cause to be done by virtue of this power of attorney and the
rights and powers herein granted.  The undersigned acknowledges that
the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company
assuming, any of the undersigned's responsibilities to comply with
Section 16 of the Exchange Act or to meet the safe harbor
requirements of Rule 144 of the Securities Act, as amended.  The
undersigned further acknowledges and agrees that the attorney-in-fact
and the Company are relying on written and oral information provided
by the undersigned to complete such forms and the undersigned is
responsible for reviewing the completed forms prior to their filing.
The attorney-in-fact and the Company are not responsible for any
errors or omissions in such filings.  The attorney-in-fact and the
Company are not responsible for determining whether or not the
transactions reported could be matched with any other transactions
for the purpose of determining liability for short-swing profits
under Section 16(b).

      This Power of Attorney shall remain in full force and effect
until the undersigned is no longer required to file Forms 3, 4, and 5
or a Form 144 with respect to the undersigned's holdings of and
transactions in securities issued by the Company, unless earlier
revoked by the undersigned in a signed writing delivered to the
Company and the foregoing attorneys-in-fact.

      IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed as of this December 17, 2022.

			/s/ JD Fay
			___________________
			Name:  James D. Fay