TEXT-EXTRACT 2 filename2.txt 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