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March 14, 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/A
Filed March 3, 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. Unless we note otherwise, our references to prior comments are to comments in our
February 16, 2023 letter.
Exhibit 99.(a)(1)(C) to Schedule TO
Risk Factors
dMY VI's Amended and Restated Certificate of Incorporation..., page 17
1.We note your response to prior comment 4. Please expand your risk factor to address the
fact that the exclusive forum provision in your certificate of incorporation is not
applicable to claims arising under the Exchange Act.
You may not have the same benefits as an investor in an underwritten public offering..., page 18
2.To better illustrate the risk being conveyed by this risk factor, highlight the significant
disparity between the purchase price being paid for Rainwater Tech by the SPAC and the
valuation of Rainwater Tech.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. VI
 March 14, 2023 Page 2
 FirstName LastNameHarry You
dMY Technology Group, Inc. VI
March 14, 2023
Page 2
Background of the Business Combination
dMY VI's Board of Directors' Reasons for the Approval of the Business Combination
Valuation Analysis, page 79
3.Address how the board and its financial advisors considered the uncertainty of Rainwater
Tech's technology to generate rainfall on a commercial basis in determining the valuation.
4.Please expand your discussion of your valuation analysis to address the limitations and
attainability of your predictions, including the factors or contingencies that would affect
such growth from ultimately materializing.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
DMY VI
Critical Accounting Policies and Estimates, page 110
5.You state that you have identified "the following" as your critical accounting policies,
however, you do not include a discussion of any specific estimates.  Please explain or
revise.  Also, refer to this section as Critical Accounting Estimates both here and on page
132.  Refer to Item 303(b)(3) of Regulation S-K.
Underwriting Agreement, page 110
6.We understand that Goldman Sachs, the lead underwriter in your SPAC IPO, intends to
waive the deferred underwriting commissions that would otherwise be due to it upon the
closing of the business combination. Please disclose how this waiver was obtained, why
the waiver was agreed to, and clarify the SPAC's current relationship with Goldman
Sachs. Revise your relevant disclosure referring to the payment of deferred underwriting
commissions.
7.Please describe what relationship existed between Goldman Sachs and the SPAC after the
close of the IPO, including any financial or merger-related advisory services conducted by
Goldman Sachs. For example, clarify whether Goldman Sachs had any role in the
identification or evaluation of business combination targets.
8.Tell us whether Goldman Sachs was involved in the preparation of any disclosure that is
included in the Offer, including any analysis underlying disclosure. If so, clarify their
involvement, whether they have retracted any work product associated with the
transaction, and the risk of such withdrawal and reliance on their expertise. Further, please
clarify that Goldman Sachs claims no role in the SPAC’s business combination
transaction and has affirmatively disclaimed any responsibility for any of the disclosure in
this filing.
9.Please tell us whether you are aware of any disagreements with Goldman Sachs regarding
the disclosure in the Offer. Further, please add risk factor disclosure that clarifies that
Goldman Sachs was to be compensated, in part, on a deferred basis for its underwriting
services in connection with the SPAC IPO and such services have already been rendered,

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. VI
 March 14, 2023 Page 3
 FirstName LastNameHarry You
dMY Technology Group, Inc. VI
March 14, 2023
Page 3
yet Goldman Sachs is waiving such fees and disclaiming responsibility for the Offer.
Clarify the unusual nature of such a fee waiver and the impact of it on the evaluation of
the business combination.
10.Disclose whether Goldman Sachs provided you with any reasons for the fee waiver. If
there was no dialogue and you did not seek out the reasons why Goldman Sachs was
waiving deferred fees, despite already completing their services, please indicate so in the
Offer. Further, revise the risk factor disclosure to explicitly clarify that Goldman
Sachs has performed all their obligations to obtain the fee and therefore is gratuitously
waiving the right to be compensated.
11.We note your disclosure that you agreed to pay Needham fees to be mutually agreed upon
at a later date, solely in the event you complete your business combination and that as of
December 31, 2022, you determined that a business combination is not considered
probable. Please clarify whether any fees have already been paid to Needham in
connection with services already provided to the SPAC in this transaction.  Furthermore,
clarify why the business combination is not considered probable in light of the fact that
the board is recommending a business combination that is not subject to shareholder
approval.
Unaudited Pro Forma Condensed Combined Financial Information, page 137
12.We note from the subsequent events footnotes on pages F-25 and F-38 that both dMY IV
and Rainwater Tech incurred additional related party debt since fiscal year end.  Please
tell us your consideration to reflect such amounts in your pro forma financial statements.
 We also note that the dMY's working capital loans will either be repaid upon
consummation of a business combination, or at the lenders discretion, up to $1.5 million
of such loans may be convertible into warrants of the post business combination entity.
Please tell us how the repayment of such loans is reflected in the pro forma financial
statements or revise as necessary.
13.We note from your revised disclosures on page 114 that you have agreed to pay
Needham fees in the event that you complete the business combination.  Please tell us the
amount or range of fees that will be paid upon consummation of the merger.  Also, tell us
whether these fees are included in pro forma adjustment (aa) and if not, revise to reflect
such fees as part of the purchase business combination transaction costs.
DMY Technology Group, Inc VI Financial Statements, page F-1
14.We note your response to prior comment 22 as it relates to the $8.5 million waiver of
deferred underwriting commissions as a gain from extinguishment of deferred
underwriting commissions.  Considering you appeared to have originally recorded the
deferred underwriting commissions as a reduction of equity, tell us whether you
considered reflecting any portion of this settlement as an equity adjustment and why such
accounting treatment was dismissed in light of the guidance in ASC 420-10-40-1.  In this
regard, your response does not appear to support why you have not recorded the credit

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. VI
 March 14, 2023 Page 4
 FirstName LastName
Harry You
dMY Technology Group, Inc. VI
March 14, 2023
Page 4
side of the transaction through equity.
            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.
            You may contact Chen Chen, Staff Accountant, at 202-551-7351, or Kathleen Collins,
Accounting Branch Chief, at 202-551-3499, if you have questions regarding comments on the
financial statements and related matters. Please contact David Plattner, Special Counsel, at 202-
551-8094, with questions regarding tender offer rules and schedules. Please contact Alexandra
Barone, Staff Attorney, at 202-551-8816, or Larry Spirgel, Office Chief, at 202-551-3815, with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam Brenneman