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United States securities and exchange commission logo
February 16, 2023
Harry You
Chairman
dMY Technology Group, Inc. VI
1180 North Town Center Drive, Suite 100
Las Vegas, Nevada 89144
Re:dMY Technology Group, Inc. VI
Schedule TO-I
Filed January 26, 2023
File No. 005-92918
Dear Harry You:
            We have reviewed your filing 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Exhibit 99.(a)(1)(A) to Schedule TO
Questions and Answers about the Offer
Q: What interests do our directors, executive officers, and Sponsor have in the Business
Combination?, page 8
1.We note your disclosure that dMY VI’s officers, directors, and affiliates have incurred
expenses associated with the Business Combination.  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.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. VI
 February 16, 2023 Page 2
 FirstName LastName
Harry You
dMY Technology Group, Inc. VI
February 16, 2023
Page 2
Q: Is there a limit on the total number of shares of Common Stock that may be tendered?, page
11
2.We note that you are offering to purchase all of dMY VI's outstanding shares of common
stock but that you will not consummate the Offer (and therefore the Share Purchase
Agreement) if sufficient shares of Common Stock are tendered such that, after giving
effect to the PIPE Investment Amount received and the assets acquired in the Business
Combination, your net tangible assets will be below $5,000,001.  We also note that dMY
VI has not entered into any subscription agreements for a PIPE Investment, but expects to
enter into PIPE Subscription Agreements with PIPE Investors in the future.  Please
confirm your intention to disclose developments concerning the PIPE Investment,
including all material terms of any PIPE, by amending the Schedule TO.  Refer to Rule
13e-4(c)(3).
Risk Factors, page 13
3.We note your disclosure on page 6 that there may be a controlling stockholder following
the completion of the Business Combination.  Please include a risk factor to address the
potential risks associated with a potential controlling stockholder.
4.Please include a risk factor addressing the risks associated with the exclusive forum
provision in your certificate of incorporation.
5.In your risk factors, please highlight the risk that the sponsor will benefit from the
completion of a business combination and may be incentivized to complete an acquisition
of a less favorable target company or on terms less favorable to shareholders rather than
liquidate.  We note that this is discussed on page 73.
If dMY VI's due diligence investigation of Rainwater Tech was inadequate..., page 14
6.Expand your disclosure to address the material risks to unaffiliated investors presented by
taking the company public through a merger rather than an underwritten offering.  These
risks could include the absence of due diligence conducted by an underwriter that would
be subject to liability for any material misstatements or omissions in a registration
statement.
dMY VI may redeem the warrants at a time..., page 15
7.Please expand your discussion of the material risks to public warrant holders, including
those arising from differences between private and public warrants.  Clarify whether
recent common stock trading prices exceed the threshold that would allow the company to
redeem public warrants.  Clearly explain the steps, if any, the company will take to notify
all shareholders, including beneficial owners, regarding when the warrants become
eligible for redemption.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. VI
 February 16, 2023 Page 3
 FirstName LastName
Harry You
dMY Technology Group, Inc. VI
February 16, 2023
Page 3
Rainwater Tech is dependent on our suppliers and manufacturers, and supply chain issues could
delay..., page 30
8.In order to provide investors with relevant context, please clarify whether Rainwater Tech
has established any relationships with potential suppliers or manufacturers.
Rainwater Tech's Strategy, page 47
9.Please identify which senior technical advisor you are referring to in this section.
Similarly, identify the senior technical advisor that participated in the third-party trial in
Oman and describe their role in that trial.
Industry Background: Ionization Rainfall Generation, page 48
10.Describe with specificity the steps Rainwater Tech’s management team believes are
necessary to commercialize and scale ionization rainfall generation.
Research & Development, page 55
11.We note statements by Mr. Nefkens, as filed in your Form 425 on February 1, 2023,
asserting that Rainwater Tech will not be "investing for years in R&D" but rather will be
focused on commercialization efforts.  Please reconcile those statements with the
disclosure in this section, which indicates that the company will need to invest in
significant research and development in order to bring its products to market.  Please
revise to provide a more detailed roadmap of the technological developments and
improvements you will need to undertake to bring your proposed products to market.
The Business Combination
General Description of the Business Combination; Closing Consideration, page 60
12.Please tell us how the parties agreed to the $3.045 million total consideration and
reconcile such amount to the $200 million fair market value of Rainwater Tech as
determined by your Board.
Background of the Business Combination, page 61
13.We note that Needham did not render a fairness opinion.  Please describe Needham's role
facilitating the transaction and advising dMY VI, and discuss the level of diligence that
Needham performed in connection with the proposed business combination.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. VI
 February 16, 2023 Page 4
 FirstName LastName
Harry You
dMY Technology Group, Inc. VI
February 16, 2023
Page 4
dMY VI's Board of Directors' Reasons for the Approval of the Business Combination
Valuation Analysis, page 70
14.Please expand your disclosure to discuss the material assumptions and limitations
underlying the valuation analysis.  Provide an explanation for the basis of the projected
valuation into 2032.  Also address the attainability of such predictions given the current
developmental state of Rainwater Tech, including the factors or contingencies that would
affect such growth from ultimately materializing.
Interests of Certain Persons in the Business Combination, page 72
15.Please tell us how you intend to comply with Rule 14e-5 given your representation that
the Sponsor or its affiliates may purchase public shares from investors or execute
agreements to purchase shares from investors outside of this tender offer.
Procedures for Tendering Shares of Common Stock, page 84
16.Multiple references have been made in this section to dMY VI's decisions as being “final
and binding.”  Please revise to expressly indicate that stockholders may challenge dMY
VI's determinations in a court of competent jurisdiction.
Conditions of the Offer, page 89
17.We note the following disclosure on page 90: "Our failure at any time to exercise the
foregoing rights will not be deemed a waiver of any right, and each such right will be
deemed an ongoing right that may be asserted at any time prior to the Expiration Date and
from time to time, subject to applicable law."  The representation that the issuer’s failure
“at any time” to exercise any of the rights conferred by the conditions “will not be deemed
a waiver of any right” suggests the issuer may become aware that an offer condition has
been triggered or otherwise has become incapable of being satisfied and yet the tender
offer may proceed without making a disclosure.  To the extent the issuer becomes aware
of any offer condition becoming operative in a way that would enable it to terminate the
offer or otherwise cancel its obligation to accept tenders, and the issuer elects to proceed
with the offer anyway, we view that decision as being tantamount to a waiver of the
condition.  If a material condition is waived, a material change has occurred to the offer
document within the meaning of Rule 13e-4(c)(3).  Please revise to qualify the existing
disclosure by affirming dMY VI's understanding of its obligation to disclose material
changes.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. VI
 February 16, 2023 Page 5
 FirstName LastName
Harry You
dMY Technology Group, Inc. VI
February 16, 2023
Page 5
Extension of the Offer; Termination; Amendment, page 91
18.dMY VI has expressly reserved the right to accept for payment “an additional amount of
Common Stock not to exceed 2% of our issued and outstanding Common Stock without
amending the Offer…”  Please advise us, with a view toward deletion, how such an
additional acquisition of Common Stock would be possible given the stated willingness to
otherwise redeem “up to all” outstanding shares of Common Stock.
Unaudited Pro Forma Condensed Combined Financial Information, page 116
19.Please revise to explain how you plan to fund the business combination and maintain the
minimum net tangible asset requirement if more than 22,800,114 shares of Common
Stock are redeemed.  To the extent the business combination will not be consummated
if all public shareholders redeem their shares and you are unable to obtain additional
financing, please revise to clarify as such.
20.We note your reference to 1,500 fully vested equity grants and 100,000 fully vested
warrants in pro forma adjustment (c).  It appears from your disclosure on F-55 that the
1,500 shares of Rainwater Tech common stock were issued to the company's executive
officers for services performed.  Please tell us how the compensation expense related to
such awards is reflected in the pro forma statement of operations for the period ended
December 31, 2021, or revise as necessary.  With regard to the fully vested warrants, we
note that upon exercise, Mr. Dacier has the option to settle such warrants for $1.0 million
in cash, in lieu of shares of common stock.  Please tell us how you determined that equity
classification is appropriate for such warrants, or revise as necessary.  Refer to ASC 815-
40.
21.Please revise the footnote to pro forma adjustment (f) to describe the conversion of $604
Class B Common stock to Common stock upon consummation of the business
combination.
22.Please provide a breakdown of the $10.2 million transaction costs incurred by dMY VI
and clarify how such costs are reflected in pro forma adjustment (aa).  To the extent pro
forma adjustment (aa) is net of any amounts related to the waiver of deferred underwriting
commissions, please explain why and cite the specific accounting guidance considered.
General
23.Please revise to disclose Rainwater Tech's year-end and ensure that such financial
statements comply with the updating requirements of Rule 8-08(b) of Regulation S-X.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. VI
 February 16, 2023 Page 6
 FirstName LastName
Harry You
dMY Technology Group, Inc. VI
February 16, 2023
Page 6
24.Please revise to include a Management's Discussion and Analysis of Financial Conditions
and Results of Operations for Rainwater Tech and ensure you address the following:
•a detailed plan of operations for the next twelve months;
•the milestones you intend to reach and the timing thereof;
•the steps you will take to achieve each milestone;
•quantification of material cash requirements to reach each milestone; and
•your plan to meet such cash requirements under different redemption scenarios.
Refer to Item 303(b) of Regulation S-K.
25.Please expand your disclosure in the filing, including in your risk factor on page 25, to
discuss the conditions that will result in the company losing emerging growth company
status.  In your risk factor, discuss the risks related to the company’s emerging growth
company status, including the fact that the company’s election not to opt out of the
extended transition period for new or revised accounting standard may make
comparability of its financial statements difficult with other companies who comply with
public adoption dates.
26.We note that the Share Purchase Agreement contemplates a PIPE Investment. State
whether or not the consummation of a PIPE Investment is a condition to the business
combination or is otherwise necessary for the parties to complete the business
combination.
27.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, 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
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.
28.Prominently disclose at the forepart of the offer to purchase the fact that dMY VI
assembled the management team and facilitated the formation of the target company,
Rainwater Tech.  Highlight that the sponsor's role in this regard is distinct from the typical
role of a sponsor in other SPAC business combination transactions.  Additionally,
prominently disclose the relationships among current or future Rainwater Tech founders
or employees and the Sponsor or its affiliates.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. VI
 February 16, 2023 Page 7
 FirstName LastName
Harry You
dMY Technology Group, Inc. VI
February 16, 2023
Page 7
29.The amount of consideration offered to stockholders, sometimes referred to as the “price”
the issuer is offering to stockholders in exchange for their securities, is considered
material information.  See Exchange Act Release 43069 (July 24, 2000) (interpreting the
term “material” under Section 14(e) of the Exchange Act to include the offer “price”).  In
order to comply with Item 4 of Schedule TO and corresponding Item 1004(a)(1)(ii) of
Regulation M-A, the amount of consideration must be disclosed.  At present, the issuer
has used a formulaic expression instead of a fixed offer price in an apparent attempt to
comply with Section 14(e), Item 4 of Schedule TO, and Item 1004 of Regulation M-A.
Because the offer price may vary on a day-to-day basis, the existing pricing mechanism
may not only be inconsistent with the cited disclosure provisions, but also Rule 14e-1(b)
of Regulation 1