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CORRESP
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CORRESP

 March 16, 2023

U.S. Securities & Exchange Commission

 Division of
Corporation Finance

 Office of Technology

 100 F Street, NE

 Washington, D.C. 20549

 Attn: Chen Chen, Staff Accountant

 Attn: Kathleen Collins, Accounting Branch Chief

 Attn: David
Plattner, Special Counsel

 Attn: Alexandra Barone, Staff Attorney

Attn: Larry Spirgel, Office Chief

 Dear Ms. Chen,
Ms. Collins, Mr. Plattner, Ms. Barone and Mr. Spirgel:

 dMY Technology Group, Inc. VI, a Delaware corporation (the
“Company,” “dMY VI”, “we,” “our” or “us”), hereby transmits the Company’s response to the comment letter received from the staff (the “Staff”)
of the U.S. Securities and Exchange Commission (the “Commission”) dated March 14, 2023, regarding the Company’s Tender Offer Statement on Schedule TO-I filed with the Commission on
January 26, 2023 (the “Schedule TO”), as amended on March 3, 2023 (the “Schedule TO-I/A”). For the Staff’s convenience, we have repeated below the Staff’s
comments in bold and have followed such comments with the Company’s response. All page references in the responses set forth below refer to page numbers in the Second Amended and Restated Offer to Purchase (the “Second A&R
OTP”), as filed as Exhibit 99.(a)(1)(E) to Amendment No. 4 to the Schedule TO (“Amendment No. 4”).

Exhibit 99.(a)(1)(C) to Schedule TO

Questions and Answers about the Offer

 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.

In response to the Staff’s comment, the Company has revised the risk factor disclosure on page 17 of the Second A&R OTP to address the
fact that the exclusive forum provision in its 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.

 Page 1 of 8

 In response to the Staff’s comment, the Company has revised the risk factor disclosure
on page 18 of the Second A&R OTP to highlight the disparity between the purchase price being paid for Rainwater Tech by the SPAC and the valuation of Rainwater Tech.

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.

 In response to the Staff’s
comment, the Company has revised the disclosure on page 82 of the Second A&R OTP beneath the header “Valuation Analysis”.

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.

In response to the Staff’s comment, the Company has revised the disclosure on page 82 of the Second A&R OTP beneath the header
“Valuation Analysis”.

 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.

 In response to the Staff’s comment, the Company has revised the
disclosure regarding its critical accounting policies on page 112 of the Second A&R OTP to align with the disclosure in its Annual Report on Form 10-K, which was filed with the SEC on March 3, 2023.
The Company has also revised its disclosure to refer to Critical Accounting Estimates on pages 112 and 134.

 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.

 Page 2 of 8

 In response to the Staff’s comment, the Company notes that dMY VI received a formal
letter from Goldman Sachs on November 18, 2022, advising that Goldman Sachs had waived any entitlement it may have had to the deferred underwriting commissions of approximately $8.5 million in respect of any business combination. Goldman
Sachs did not provide a reason for the fee waiver and the Company did not engage in any dialogue with them regarding the waiver. From the date of the receipt of the waiver to the date of this letter, dMY VI has not had any business or financial
discussions with Goldman Sachs in connection with any potential business combination. The Company has revised the disclosure on pages 19, 87 and 112 of the Second A&R OTP referring to the payment of deferred underwriting commissions to reflect
that this payment has been waived.

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.

In response to the Staff’s comment, the Company notes that after the close of the IPO, Goldman Sachs analyzed with dMY VI just one
potential target company in the social media industry. However, the Company and Goldman Sachs mutually agreed that this company would not be an ideal going public candidate. Other than this one target, which dMY VI presented to Goldman Sachs,
Goldman Sachs did not identify or evaluate any other companies that the Company considered as potential targets for the business combination. The Company respectfully notes that Goldman Sachs had no involvement in the identification or evaluation of
business combination targets, nor did it have any role in the preparation of any merger analyses or advisory services relating to any potential business combination targets, including Rainwater Tech.

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.

In response to the Staff’s comment, the Company respectfully notes that Goldman Sachs was not involved in the preparation of any
disclosure or analysis underlying any disclosure that is included in the Offer. The Company further notes that Goldman Sachs has had no role in the SPAC’s business combination transaction and has disclaimed any responsibility for any of the
disclosure in this filing.

 Page 3 of 8

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, 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.

In response to the Staff’s comment, the Company respectfully notes that there have been no disagreements with Goldman Sachs regarding the
disclosure in the Offer, as Goldman Sachs has had no involvement with the preparation of any disclosure in the Offer. The Company has revised the disclosure on page 19 of the Second A&R OTP to add a new risk factor to clarify that Goldman Sachs
was to be compensated, in part, on a deferred basis for its underwriting services in connection with the SPAC IPO, and that it already rendered these services, but waived such fees and disclaimed responsibility for the Offer. The risk factor is
titled: “Goldman Sachs & Co. LLC, the lead underwriter in the dMY VI IPO, without any consideration from dMY VI, waived its entitlement to deferred underwriting compensation and disclaimed any responsibility for any
portion of the Offer.” In this risk factor, the Company has included disclosure about the unusual nature of such a fee waiver and that it may make the proposed business combination less attractive as a result.

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.

In response to the Staff’s comment, the Company respectfully notes that Goldman Sachs did not provide it with any reasons for the fee
waiver, and has revised the disclosure on pages 19, 87 and 112 of the Second A&R OTP to reflect this. The Company has also revised the risk factor disclosure on page 19 of the Second A&R OTP to clarify that Goldman Sachs performed all its
obligations under the Underwriting Agreement to obtain its fee and is therefore gratuitously waiving the right to be compensated. The Company respectfully notes that Goldman Sachs had not performed any substantial services for the Company after its
IPO with respect to this Offer or any potential business combination.

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.

 Page 4 of 8

 The Company respectfully notes that as previously disclosed in the Schedule TO-I/A, the board recommended a business combination based on the reasons included in the section titled “dMY VI’s Board of Directors’ Reasons for Approval of the
Business Combination.” The Company notes that Needham received only 5% of the upfront underwriting fees and, as of the date herein, has not received any other remuneration.

The Company further advises that Needham will receive additional fees only if the Offer and proposed business combination is successful.
Consistent with the guidance in ASC paragraphs 805-20-55-50 and 55-51, the Company should
not anticipate the consummation of a business combination. Instead, recognition of the portion of Needham’s fee, that is contingent on closing a business combination, should be recognized in the Company’s financial statements only when the
business combination is consummated. In other words, when the contingent trigger is a future business combination, the probability threshold in ASC 450-20 is not met until the business combination closes
(i.e., for a contingent fee for services to be considered ‘probable’ when the contingent event is a business combination, the percentage threshold must be 100%). Currently, there exist several impediments to closing the proposed business
combination (as disclosed in the Risk Factors and other related sections of the Schedule TO-I/A and the Second A&R OTP), such that the probability of closing cannot be asserted at the 100% level.

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.

In response to the Staff’s comment, the Company respectfully notes that as of December 31, 2022, dMY VI and Rainwater Tech have an
outstanding balance of approximately $295,000 and approximately $153,000 under working capital loans due to related parties and amounts due to related parties, respectively. Since fiscal year end, dMY VI received additional loan proceeds of $86,000
in cash under working capital loans to related parties and Rainwater Tech received additional loan proceeds of $447,000 in cash under the form of a promissory note (the “Note”). The working capital loans would either be repaid upon
consummation of a business combination or, at the lender’s discretion, up to $1.5 million of such working capital loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant. The
Note has an annual interest rate of 5% and shall be due and payable on August 1, 2023 (the “Maturity Date).

 Page 5 of 8

 In response to the Staff’s comment, the Company has revised the footnote to pro forma
adjustment (g) to give effect to the repayment of the working capital loans balance of approximately $295,000 for dMY VI as of December 31, 2022. Please see page 146 of the Second A&R OTP. The Company also plans to repay the
additional funding of $86,000 under working capital loans received since fiscal year end; thus the additional cash received and additional repayment created a net effect of $0 in the pro forma financial statements.

The Company also respectfully notes that it plans to repay the loan amount due to related parties for Rainwater Tech when the Note reaches the
Maturity Date on August 1, 2023. As a result, the pro forma financial statements still reflect such loan amount for Rainwater Tech as fully outstanding.

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.

 In response to the Staff’s comment, the Company
notes that the estimated fees that will be paid to Needham upon consummation of the business combination will be approximately $1,000,000. Further, the Company respectfully notes that pro forma adjustment (aa) on page 145 of Exhibit (a)(1)(C) to the
Schedule TO-I/A filed on March 3, 2023 (page 147 of the Second A&R OTP) reflected the Company’s estimate of