SecProbe.io

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 IonQ, Inc.
 4505 Campus Drive, College Park,
Maryland 20740 March 27, 2026
 VIA EDGAR U.S. Securities and Exchange
Commission Division of Corporation Finance Office of
Technology 100 F Street, N.E. Washington, D.C. 20549

 Attn:

 Mitchell Austin Jan Woo
 RE:  IonQ, Inc.
 Registration Statement on Form S-4
 File No. 333-294511
 Request for Effectiveness Ladies and Gentlemen:
 Pursuant to Rule 461 of the Securities Act of 1933, as amended, we hereby request that the effective date of the above-captioned Registration
Statement on Form S-4 (the “Registration Statement”) filed by IonQ, Inc. (the “Company”) with the U.S. Securities and Exchange Commission (the “Commission”) on
March 20, 2026, as amended on March 27, 2026, be accelerated to March 31, 2026 at 4:00 p.m. Eastern Time or as soon thereafter as may be practicable.
 We understand that the staff of the Division of Corporation Finance of the Commission will consider this request as confirmation by the
Company of its awareness of its responsibilities under the federal securities laws as they relate to the issuance of the securities covered by the Registration Statement. If you have any questions regarding the foregoing, please contact Chelsea
Darnell of Paul, Weiss, Rifkind, Wharton & Garrison LLP at (212) 373-3104. *****

 Very truly yours,

 IONQ, INC.

 By:

 /s/ Paul T. Dacier

 Name:

 Paul T. Dacier

 Title:

 Chief Legal Officer and Corporate Secretary

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 24, 2026

Niccolo M. de Masi
Chief Executive Officer
IonQ, Inc.
4505 Campus Drive
College Park, MD 20740

 Re: IonQ, Inc.
 Registration Statement on Form S-4
 Filed March 20, 2026
 File No. 333-294511
Dear Niccolo M. de Masi:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Mitchell Austin at 202-551-3574 or Jan Woo at
202-551-3453 with any
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Chelsea N. Darnell
</TEXT>
</DOCUMENT>

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CORRESP

 November 29, 2023

VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance,

 Office of Technology

100 F Street, N.E.

 Washington, D.C. 20549-3720

Attn:
 Aliya Ishmukhamedova

Re:
 IonQ, Inc.

Registration Statement on Form S-3

Filed November 9, 2023

File No. 333-275444

Acceleration Request

Requested Date:     December 1, 2023

Requested Time:     4:05 p.m. Eastern Time,

    or as soon thereafter as practicable

Ladies and Gentlemen:

 Pursuant to Rule 461
under the Securities Act of 1933, as amended, IonQ, Inc. (the “Company”) hereby requests that the above-referenced Registration Statement on Form S-3 (File
No. 333-275444) (the “Registration Statement”) be declared effective at the “Requested Date” and “Requested Time” set forth above or at such later time as the Company
or its counsel may orally request via telephone call to the staff of the Division of Corporation Finance of the Securities and Exchange Commission.

Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Wilson Sonsini
Goodrich & Rosati, P.C., by calling Mark Bass at (202) 973-8826.

Sincerely,

IonQ, Inc.

 /s/ Thomas Kramer

Thomas Kramer

Chief Financial Officer

cc:
 Katherine A. Martin

Mark R. Fitzgerald

 Mark Bass

 Wilson Sonsini Goodrich & Rosati, P.C.

United States securities and exchange commission logo
November 15, 2023
Thomas Kramer
Chief Financial Officer
IonQ, Inc.
4505 Campus Drive
College Park, MD 20740
Re:IonQ, Inc.
Registration Statement on Form S-3
Filed November 9, 2023
File No. 333-275444
Dear Thomas Kramer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Aliya Ishmukhamedova at 202-551-7519 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Katharine A. Martin

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 IONQ, INC.

4505 Campus Drive

 College Park, MD
20740

October 20, 2021

VIA EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

 Attn:

RE:
 IonQ, Inc.

 Registration Statement on Form S-1

 File No. 333-260008

Acceleration Request

Requested Date:
 October 22, 2021

Requested Time:
 4:00 P.M. Eastern Time

Ladies and Gentlemen:

 In accordance with Rule 461 under the
Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission take appropriate action to cause the above-referenced Registration Statement on
Form S-1 (the “Registration Statement”) to become effective on October 22, 2021, at 4:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Once the Registration Statement has been declared effective, please orally confirm that event with Jaime Chase, counsel to the Registrant, at (202) 728-7096.

 Very truly yours,

IONQ, INC.

/S/ THOMAS KRAMER

Thomas Kramer

Chief Financial Officer

cc:
 Jaime Chase, Cooley LLP

John
 T. McKenna, Cooley LLP

United States securities and exchange commission logo
October 13, 2021
Thomas Kramer
Chief Financial Officer
IonQ, Inc.
4505 Campus Drive
College Park, MD 20740
Re:IonQ, Inc.
Registration Statement on Form S-1
Filed October 4, 2021
File No. 333-260008
Dear Mr. Kramer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jaime Chase

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 dMY Technology Group, Inc. III

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

 August 10,
2021

 BY EDGAR

 Mr. Matthew Derby

Ms. Jan Woo

 Mr. Ryan Rohn

Mr. Craig Wilson

 Division of Corporation Finance

U.S. Securities and Exchange Commission

 100 F Street, N.E.

Washington, D.C. 20549

Re:
 dMY Technology Group, Inc. III

 Registration Statement on Form S-4, as amended

 File No. 333-254840

Dear Mr. Derby, Ms. Woo, Mr. Rohn and Mr. Wilson:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, dMY Technology Group, Inc.
III (the “Company”), hereby requests that the effective date of the Company’s Registration Statement on Form S-4 (File No. 333-254840) (the “Registration
Statement”) be accelerated by the Securities and Exchange Commission so that the Registration Statement will become effective at 4:00 p.m. Eastern Daylight Time on August 12, 2021, or as soon as practicable thereafter. The Company
hereby authorizes Adam J. Brenneman of Cleary Gottlieb Steen & Hamilton LLP, counsel to the Company, to modify or withdraw this request for acceleration orally.

The Company requests that we be notified of such effectiveness by a telephone call to Mr. Brenneman at +1 (212) 225-2704 and that
such effectiveness also be confirmed in writing.

 Very truly yours,

/s/ Niccolo de Masi

Niccolo de Masi

Chief Executive Officer and Director

cc:
 Harry L. You

                              dMY
 Technology Group, Inc. III

 Kyle E. Harris

 James E. Langston

 Adam J. Brenneman

                              Cleary
 Gottlieb Steen & Hamilton LLP

 Peter Chapman

 Salle E. Yoo

 Thomas Kramer

                            IonQ,
 Inc.

 John T. McKenna

 Jaime L. Chase

 David I. Silverman

                            Cooley
 LLP

CORRESP
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 dMY Technology Group, Inc. III

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

August 4, 2021

 BY EDGAR

Mr. Matthew Derby

 Ms. Jan Woo

Mr. Ryan Rohn

 Mr. Craig Wilson

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 dMY Technology Group, Inc. III

Amendment No. 2 to Registration Statement on Form S-4

Filed July 16, 2021

File No. 333-254840

Dear Mr. Derby, Ms. Woo, Mr. Rohn and Mr. Wilson:

We set forth below the response of dMY Technology Group, Inc. III (“dMY” or the “Company”) to the
comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated August 2, 2021 with respect to the Company’s amendment no.2 to the registration
statement on Form S-4, File No. 333-254840, filed with the Commission on July 16, 2021 (the “Registration Statement”).

dMY has filed today Amendment No. 3 to the Registration Statement (“Amendment No. 3”) together with
this letter via EDGAR correspondence.

 We have reproduced below in bold the Staff’s comments and have provided the Company’s
response following each comment. Capitalized terms not otherwise defined in this letter shall have the meanings set forth in Amendment No. 3.

Note 7. Share Based Compensation, page F-40

1.
 We note your discussion of your revised reassessment of the 2021 awards in response to prior comment 11.
Please disclose the impact of the reassessment on current and future periods in the quarter ended June 30.

Response:

 The Company
acknowledges the Staff’s comment and confirms that the Company will disclose the impact of its reassessment on current and future periods in the financial statements for the period ended June 30, 2021 and in Management’s Discussion
and Analysis of Financial Condition and Results of Operation for the same period, which it expects to include on a Current Report on Form 8-K to be filed in connection with the closing of the Business
Combination.

 The Company further advises the Staff that it is simultaneously filing Amendment No. 3 to reflect additional unrelated
updates and exhibits.

 ****************************

 We hope that the Company’s responses above adequately addresses the Staff’s
comments. If the Staff has any questions or requires any additional information, please do not hesitate to contact Adam J. Brenneman at Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2000.

Very truly yours,

 /s/ Niccolo de Masi

Niccolo de Masi

Chief Executive Officer and Director

cc:
 Harry L. You

dMY Technology Group, Inc. III

Kyle E. Harris

 James E. Langston

 Adam J. Brenneman

 Cleary
Gottlieb Steen & Hamilton LLP

 Peter Chapman

Salle E. Yoo

 Thomas Kramer

IonQ, Inc.

 John T. McKenna

 Jaime L. Chase

 David I.
Silverman

 Cooley LLP

 2

United States securities and exchange commission logo
August 2, 2021
Harry You
Chairman of the Board
dMY Technology Group, Inc. III
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Re:dMY Technology Group, Inc. III
Amendment No. 2 to Registration Statement on Form S-4
Filed July 16, 2021
File No. 333-254840
Dear Mr. You:
            We have reviewed your amended registration statement and have the following
comment.  In the comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 2, 2021 letter.
Registration Statement on Form S-4
Notes to Condensed Financial Statements
Note 7. Share Based Compensation, page F-40
1.We note your discussion of your revised reassessment of the 2021 awards in response to
prior comment 11. Please disclose the impact of the reassessment on current and future
periods in the quarter ended June 30.
            You may contact Ryan Rohn, Staff Accountant, at (202) 551-3739 or Stephen Krikorian,
Accounting Branch Chief, at (202) 551-3488 if you have questions regarding comments on the
financial statements and related matters.  Please contact Matthew Derby, Staff Attorney, at (202)
551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. III
 August 2, 2021 Page 2
 FirstName LastName
Harry You
dMY Technology Group, Inc. III
August 2, 2021
Page 2
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam J. Brenneman

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 dMY Technology Group, Inc. III

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

July 16, 2021

 BY EDGAR

Mr. Matthew Derby

 Ms. Jan Woo

Mr. Ryan Rohn

 Mr. Craig Wilson

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re: dMY Technology Group, Inc. III

Amendment No. 1 to Registration Statement on Form S-4

Filed June 17, 2021

File No. 333-254840

Dear Mr. Derby, Ms. Woo, Mr. Rohn and Mr. Wilson:

We set forth below the response of dMY Technology Group, Inc. III (“dMY” or the “Company”) to the
comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated July 2, 2021 with respect to the Company’s amendment no.1 to the registration
statement on Form S-4, File No. 333-254840, filed with the Commission on June 17, 2021 (the “Registration Statement”).

 dMY has filed today Amendment No. 2 to the Registration Statement (“Amendment No. 2”) together
with this letter via EDGAR correspondence.

 We have reproduced below in bold the Staff’s comments and have provided the
Company’s response following each comment. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 2. Capitalized terms not otherwise defined in this letter shall have the meanings
set forth in Amendment No. 2.

 “What equity stake will the current stockholders of dMY and the IonQ Equityholders hold in the Combined
Company...”, page 5

1.
 Please disclose the sponsor and its affiliates’ total potential ownership interest in the combined
company, assuming exercise and conversion of all securities.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 5 and 6 of Amendment No. 2.

 “Will dMY obtain new financing in connection
with the Business Combination?”, page 5

2.
 Please highlight material differences in the terms and price of securities issued at the time of the IPO as
compared to private placements contemplated at the time of the business combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will participate in the private placement.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 6 of Amendment No. 2.

 “What interests does the Sponsor and dMY’s officers and directors have in the Business
Combination?”, page 8

3.
 Please clarify if the sponsor and its affiliates can earn a positive rate of return on their investment,
even if other SPAC shareholders experience a negative rate of return in the post-business combination company.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 9, 32, 66, 93 and 112 of Amendment
No. 2.

4.
 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.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 8, 30, 64, 91, 110 of Amendment
No. 2.

 “Can our Initial Stockholders redeem their Founder Shares in connection with consummation of the Business Combination?”, page
10

5.
 We note that certain shareholders agreed to waive their redemption rights. Please describe any consideration
provided in exchange for this agreement.

 Response: In response to the Staff’s comment, the Company has
revised the disclosure on page 11 of Amendment No. 2.

 Summary, page 17

6.
 In an appropriate location in this section, please revise your disclosure to show the potential impact of
redemptions on the per share value of the shares owned by nonredeeming shareholders by including a sensitivity analysis showing a range of redemption scenarios, including minimum, maximum and interim redemption levels.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 6 of Amendment No. 2.

7.
 Please revise to disclose all possible sources and extent of dilution that shareholders who elect not to
redeem their shares may experience in connection with the business combination. Provide disclosure of the impact of each significant source of dilution, including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your sensitivity analysis, including any needed assumptions.

Response: In response to the Staff’s comment, the Company has revised the disclosure on pages 5 and 6 of Amendment No. 2.

8.
 It appears that underwriting fees remain constant and are not adjusted based on redemptions. Revise your
disclosure to disclose the effective underwriting fee on a percentage basis for shares at each redemption level presented in your sensitivity analysis related to dilution.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 26 of Amendment No. 2.

 2

 Material Tax Considerations, page 114

9.
 We note the merger agreement indicates that the merger will qualify as a reorganization under
Section 368(a) of the Internal Revenue Code. Please discuss the tax consequences of the merger in the filing and whether you intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue
Code. To the extent you believe that the merger qualifies as a reorganization within Section 368(a) of the Internal Revenue Code, you must obtain a legal opinion supporting such a conclusion. Otherwise, disclose that it is uncertain whether the
domestication will qualify as a tax-free reorganization and describe the potential consequences to shareholders, including a summary of the tax consequences if the merger fails to qualify as a 368(a)
reorganization.

 Response: In response to the Staff’s comment, the Company has revised the disclosure on
pages 13 and 115-120 of Amendment No. 2.

 Conflict of Interest, page 161

10.
 Your charter waived the corporate opportunities doctrine. Please address this potential conflict of interest
and whether it impacted your search for an acquisition target.

 Response: In response to the Staff’s
comment, the Company has revised the disclosure on pages 164 and 165 of Amendment No. 2.

 Note 10. Stock-Based Compensation, page F-22

11.
 We have reviewed your response to prior comment 12. Please address the following items;

•

 Your response indicates that on March 7, 2021, you signed the definitive merger agreement with dMY with a
pre-money equity value of $1.275 billion and the fair value of IonQ’s common stock was determined to be $31.71 per share. Further, your response states that on March 8, 2021, you announced the
proposed business combination with a pre-money equity value for IonQ of $1.275 billion, which resulted in an implied fair value of the shares of IonQ common stock to be $41.30 per share. Please explain
what occurred to result in the change in the fair value of the shares during this one day.

•

 Given the final implied fair value of $41.30 on March 8, 2021, please explain in greater detail how you
concluded your deemed fair value of shares on recent grant dates, for example, $30.61 on March 4, 2021 remains appropriate. We note your disclosure under the title, Reassessment of 2021 Awards, that “IonQ did not identify any significant
events that occurred during the period between valuation dates that would have caused a material change in fair value.”

Response: On March 7, 2021, IonQ and the Company signed a definitive merger agreement, which assigned a pre-money equity value of $1.275 billion to IonQ, and resulted in an implied per share fair value of $41.30, as determined by the estimated exchange ratio as of that date. The actual exchange ratio will vary
based on the amount of net cash of IonQ, transaction costs and IonQ’s fully-diluted capitalization as of the effective date of the business combination.

The Company acknowledges the Staff’s comment and respectfully advises the Staff that when assessing the deemed fair value of the shares on
recent grant dates, including on March 4, 2021, the signing of the definitive merger agreement was one input that was considered by IonQ’s board of directors and its third-party valuation specialist. In accordance with the American
Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Guide”), IonQ determined the fair value of its common stock
using a Probability-Weighted Expected Return Method (“PWERM”). The PWERM considers various market approach calculations depending upon the likelihood of various discrete future liquidity scenarios. In its March 8, 2021
valuation, IonQ considered two scenarios:

•

 the consummation of the business combination with the Company (referred to as the “Transaction
Scenario”) in 2021; and

 3

•

 IonQ remaining a private company (referred to as a “Stay Private Scenario”) for another
approximately 4.0 years.

 The Transaction Scenario was based on IonQ’s
pre-money equity value of $1.275 billion as contemplated by the business combination, and was weighted at 85% reflecting IonQ management’s best estimate of the likelihood of consummating the proposed
business combination considering progress through the valuation date, as well as the risks that the business combination may not be completed. The Company and IonQ respectfully submit that it would be inconsistent with the fair value methodologies
prescribed by the Practice Guide to weight the Transaction Scenario at 100% due to the inherent uncertainty in completing a business combination. The Company and IonQ respectfully further submit that the assignment of a 85% probability was
reasonable under existing market conditions and the several conditions that must be met prior to the closing of the business combination, such as:

•

 the receipt of the requisite vote at the special meeting of dMY stockholders;

•

 market risks, including the market appetite for special purpose acquisition company transactions; and

•

 the receipt of regulatory approvals.

IonQ further applied a discount for lack of marketability (“DLOM”) of 9%. This DLOM incorporated IonQ’s best estimate the
timing of the potential business combination to occur later in 2021.

 Under the Stay Private Scenario, IonQ utilized the market approach
using an adjusted back-solve method to determine IonQ’s enterprise value which consisted of using the October 2019 back-solve method valuation and adjusting for the increase in enterprise value based on the advancement of IonQ’s quantum
computing technology between the intervening dates. After determining enterprise value, IonQ utilized the option pricing method to allocate its enterprise value to IonQ’s various classes of capital stock, including its common stock and applied
a DLOM of 35%, given the significant time to liquidity of approximately 4.0 years.

 Applying the PWERM to the two scenarios, IonQ arrived
at a fair value of $31.71 per share.

 Initial Reassessment of 2021 Awards

As noted in the Company’s prior response, as a result of the March 8, 2021 valuation discussed above, IonQ retrospectively assessed
the fair value of IonQ’s common stock in connection with its 2021 awards using a linear interpolation and deemed fair values per share for financial accounting purposes ranging between $16.56 per share for the January 12, 2021 grants and
$30.61 per share for the March 4, 2021 grants. IonQ has not issued any additional option grants since the March 4, 2021 grants.

Significant changes between the December 2020 valuation and the March 8, 2021 valuation resulted from the increase in probability of the
Transaction Scenario from 25% to 85%. IonQ believes that the linear interpolation provides the most reasonable basis for the valuation of its common stock because IonQ did not identify any significant events that occurred during the period between
valuation dates that would have caused a material change in fair value. Rather, the increase in probability of the Transaction Scenario resulted from the incremental progress that culminated in the approval of the definitive merger agreement by the
Company’s board of directors.

 Revised Reassessment of 2021 Awards

IonQ believes that the process the IonQ board of directors used to determine the fair value of its common stock as of March 8, 2021 was
appropriate and represented a reasonable estimate of the fair value of its common stock on such date. However, with the benefit of hindsight, IonQ has reconsidered

 4

certain inputs in such valuation. Specifically, the probability weighting assigned to the Transaction Scenario was increased from 85% to 95%, while the Stay Private Scenario was reduced from 15%
to 5%. Further, the DLOM for the Transaction Scenario was reduced from 9% to 6%. IonQ believes both the initial and revised inputs are within a range of reasonableness, considering the inherent uncertainty in valuing equity securities of
privately-held companies; however, the revised inputs are a better reflection of its expectations regarding the timing and likelihood of the proposed business combination. These changes resulted in a revised fair value of $36.32 per share as of
March 8, 2021.

 IonQ has evaluated the impact to its financial statements of utilizing a fair value of $36.32 per share for the
March 8, 2021 valuation. As a result of performing linear interpolation using the revised fair value of $36.32 per share, the grant date fair values used for financial accounting purposes now range between $18.00 per share for the
January 12, 2021 grants and $34.99 per share for the March 4, 2021 grants. The impact to IonQ’s first quarter 2021 stock-based compensation expense is an increase of $117,000, and an increase in aggregate unrecognized stock-based
compensation of $4.5 million as of March 31, 2021. The increase in stock-based compensation would increase total operating expenses for the three months ended March 31, 2021 by less than 2%, and is immaterial on both a quantitative
and qualitative basis. The impact of the incremental increase in stock-based compensation expense (giving effect to the reassessed grant date fair values) will be recorded in the three-month period ended June 30, 2021.

Comparison to the Business Combination Implied Fair Value

As disclosed in IonQ’s investor presentation filed by the Company on a Current Report on Form 8-K
on March 8, 2021, the IonQ equity value applies a range of 10.0x to 15.0x revenue multiple to IonQ’s 2026 estimated revenue to arrive at an implied future enterprise value range. This range was then discounted five years at a 20% discount
rate to arrive at an implied discounted enterprise value range and an implied per share price of $41.30. The revised fair value of $36.32 per share as calculated in accordance with the Practice Guide reflects a modest 12% discount from the implied
fair value of $41.30 per share, which IonQ and the Company respectfully submit is a reasonable discount to account for the risk of and timing of completion of the business combination. Therefore, the Company and IonQ respectfully submit that the
reassessed value per share as calculated in accordance with the Practice Guide is reasonable and appropriate under U.S. GAAP.

****************************

 5

 We hope that the Company’s responses above adequately addresses the Staff’s
comments. If the Staff has any questions or requires any additional information, please do not hesitate to contact Adam J. Brenneman at Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2000

United States securities and exchange commission logo
July 2, 2021
Harry You
Chairman of the Board
dMY Technology Group, Inc. III
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Re:dMY Technology Group, Inc. III
Amendment No. 1 to Registration Statement on Form S-4
Filed June 17, 2021
File No. 333-254840
Dear Mr. You:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 27, 2021 letter.
Amendment No. 1 to Form S-4
"What equity stake will the current stockholders of dMY and the IonQ Equityholders hold in the
Combined Company...", page 5
1.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities.
"Will dMY obtain new financing in connection with the Business Combination?", page 5
2.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the private placement.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. III
 July 2, 2021 Page 2
 FirstName LastNameHarry You
dMY Technology Group, Inc. III
July 2, 2021
Page 2
"What interests does the Sponsor and dMY's officers and directors have in the Business
Combination?", page 8
3.Please clarify if the sponsor and its affiliates can earn a positive rate of return on their
investment, even if other SPAC shareholders experience a negative rate of return in the
post-business combination company.
4.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.
"Can our Initial Stockholders redeem their Founder Shares in connection with consummation of
the Business Combination?", page 10
5.We note that certain shareholders agreed to waive their redemption rights. Please describe
any consideration provided in exchange for this agreement.
Summary, page 17
6.In an appropriate location in this section, please revise your disclosure to show the
potential impact of redemptions on the per share value of the shares owned by non-
redeeming shareholders by including a sensitivity analysis showing a range of redemption
scenarios, including minimum, maximum and interim redemption levels.
7.Please revise to disclose all possible sources and extent of dilution that shareholders who
elect not to redeem their shares may experience in connection with the business
combination. Provide disclosure of the impact of each significant source of dilution,
including the amount of equity held by founders, convertible securities, including warrants
retained by redeeming shareholders, at each of the redemption levels detailed in your
sensitivity analysis, including any needed assumptions.
8.It appears that underwriting fees remain constant and are not adjusted based on
redemptions. Revise your disclosure to disclose the effective underwriting fee on a
percentage basis for shares at each redemption level presented in your sensitivity analysis
related to dilution.
Material Tax Considerations, page 114
9.We note the merger agreement indicates that the merger will qualify as a reorganization
under Section 368(a) of the Internal Revenue Code.  Please discuss the tax consequences
of the merger in the filing and whether you intend for the merger to qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code.  To the
extent you believe that the merger qualifies as a reorganization within Section 368(a) of
the Internal Revenue Code, you must obtain a legal opinion supporting such a

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. III
 July 2, 2021 Page 3
 FirstName LastName
Harry You
dMY Technology Group, Inc. III
July 2, 2021
Page 3
conclusion.  Otherwise, disclose that it is uncertain whether the domestication will qualify
as a tax-free reorganization and describe the potential consequences to shareholders,
including a summary of the tax consequences if the merger fails to qualify as a 368(a)
reorganization.
Conflict of Interest, page 161
10.Your charter waived the corporate opportunities doctrine. Please address this potential
conflict of interest and whether it impacted your search for an acquisition target.
Note 10. Stock-Based Compensation, page F-22
11.We have reviewed your response to prior comment 12. Please address the following
items;
•Your response indicates that on March 7, 2021, you signed the definitive merger
agreement with dMY with a pre-money equity value of $1.275 billion and the fair
value of IonQ's common stock was determined to be $31.71 per share. Further, your
response states that on March 8, 2021, you announced the proposed business
combination with a pre-money equity value for IonQ of $1.275 billion, which
resulted in an implied fair value of the shares of IonQ common stock to be $41.30 per
share. Please explain what occurred to result in the change in the fair value of the
shares during this one day.
•Given the final implied fair value of $41.30 on March 8, 2021, please explain in
greater detail how you concluded your deemed fair value of shares on recent grant
dates, for example, $30.61 on March 4, 2021 remains appropriate. We note your
disclosure under the title, Reassessment of 2021 Awards, that "IonQ did not identify
any significant events that occurred during the period between valuation dates that
would have caused a material change in fair value."
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Craig
Wilson, Senior Advisor, at (202) 551-3226 if you have questions regarding comments on the
financial statements and related matters. Please contact Matthew Derby, Staff Attorney, at (202)
551-3334 or Jan Woo, Legal Branch Chief, (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam J. Brenneman

CORRESP
1
filename1.htm

CORRESP

 dMY Technology Group, Inc. III

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

June 17, 2021

 BY EDGAR

Mr. Matthew Derby

 Ms. Jan Woo

Mr. Ryan Rohn

 Mr. Craig Wilson

Division of Corporation Finance

 U.S. Securities and Exchange
Commission

 100 F Street, N.E.

 Washington, D.C. 20549

Re:
 dMY Technology Group, Inc. III

Registration Statement on Form S-4

Filed March 30, 2021

 File No. 333-254840

 Dear Mr. Derby, Ms. Woo, Mr. Rohn and Mr. Wilson:

We set forth below the response of dMY Technology Group, Inc. III (“dMY” or the “Company”) to the
comments of the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter dated April 27, 2021 with respect to the Company’s registration statement on Form S-4, File No. 333-254840, filed with the Commission on March 30, 2021 (the “Registration Statement”).

dMY has filed today Amendment No. 1 to the Registration Statement (“Amendment No. 1”) together with
this letter via EDGAR correspondence.

 We have reproduced below in bold the Staff’s comments and have provided the Company’s
response following each comment. Unless otherwise indicated, all page references in the responses set forth below are to the pages of Amendment No. 1. Capitalized terms not otherwise defined in this letter shall have the meanings set forth in
Amendment No. 1.

 What vote is required to approve the proposals presented at the Special Meeting?, page 6

1.
 In light of the vote requirement for approval of the proposals, please revise here or elsewhere to discuss
how the voting requirement and the voting and support agreements make it more likely the business combination will be approved. For example, discuss the percentage of shares not subject to the voting and support agreements that would be required to
approve the business combination proposal if only a quorum of dMY Technology Group, Inc. III shareholders are present.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 7 of Amendment No. 1.

Summary, page 17

2.
 We note the redemption feature of the warrants whereby the company may redeem the public warrants for
Class A ordinary shares based upon the “fair market value” of the Class A ordinary shares. In the summary section, disclose this redemption feature. Revise the risk factor on page 75 to focus on this redemption feature triggered
by a trading price of $10.00 (rather than the $18.00 feature) and highlight that (1) the trading price is less than the exercise price of the warrants ($11.50) and (2) may result in investors having to exercise the warrants at a time when
they are out-of-the-money or receive nominal consideration from the company for them.

 Response: In response to the Staff’s comment, the Company has revised the
disclosure on pages 37 and 76 of Amendment No. 1.

 IonQ Stockholder Support Agreement, page 20

3.
 We note your disclosure that you entered into a stockholder support agreement with certain IonQ
stockholders. Please revise to clarify the aggregate voting power those stockholders hold.

 Response: In
response to the Staff’s comment, the Company has revised the disclosures on pages 20, 133 and 237 of Amendment No. 1 to include the aggregate voting power of the IonQ stockholders that entered into the stockholder support agreement.

Risk Factors

 IonQ systems depend on the use
of a particular isotope of an atomic element..., page 52

4.
 You state that IonQ is currently reliant on a single supplier of isotopically enriched materials and that
there are limited suppliers for such resources. Please identify the supplier and provide a description of any agreements with this supplier including termination provisions.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 53 of Amendment No. 1 to indicate
that IonQ currently purchases its isotopically enriched materials through the National Isotope Development Center managed by the U.S. Department of Energy Isotope Program, and that IonQ does not have any supplier agreements to acquire such
materials.

 IonQ may rely heavily on future collaborative partners, page 52

5.
 You state that IonQ has entered into strategic partnerships to develop and commercialize IonQ’s current
and future research and development programs with other companies. To the extent material, please disclose the terms of those agreements for strategic partnerships including obligations of the parties and financial arrangements.

 Response: The Company respectfully advises the Staff that IonQ does not view any of the strategic
partnerships to develop and commercialize its current and future research and development programs as material to IonQ’s business.

 The
Business Combination

 Terms of the Merger, page 98

6.
 We note that you determined the equity valuation of IonQ to be $1.275 billion. Given the limited
revenues and operating history of IonQ, please provide a more detailed discussion regarding the underlying assumptions and information used in determining this enterprise value.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 104 of Amendment No. 1.

Certain Projected Financial Information, page 105

7.
 We note that the disclosed prospective financial information for IonQ, Inc. is a summary of projections
provided by IonQ to dMY. Tell us whether any other information was provided to dMY to support the projections. If so, disclose the material estimates and hypothetical assumptions upon which they are based.

 2

 Regarding the customer warrant disclosed in Note 9. “Warrant Transaction
Agreement” on page F-21, please advise as to the materiality of the revenue offset if such revenues are reflected in your projections.

Response: In response to the Staff’s comment, the Company has revised the disclosures on pages 107 and 108 of Amendment No. 1
to reflect the additional estimates and assumptions made by IonQ with respect to industry performance and competition, general business, economic, market and financial conditions and matters specific to its business.

The Company respectfully advises the Staff that the revenue offset from the warrant disclosed in Note 9. “Warrant Transaction
Agreement” on page F-21 was not reflected in the IonQ projections.

 Comparative Historical and
Unaudited Pro Forma Per Share Data, page 145

8.
 We note you currently provide the actual closing market prices per share and no pro forma per share data.
Please clarify if you intend to provide pro forma information giving effect to the Business Combination, assuming different redemption scenarios.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 151 of Amendment No. 1 to
reference the pro forma information giving effect to the Business Combination, assuming different redemption scenarios included on page 148 of Amendment No. 1 under the title “Comparative Share Information.”

Agreements with the University of Maryland and Duke University

Exclusive License Agreement, page 178

9.
 We note your disclosure that the terms of the exclusive license agreement with Duke and the University of
Maryland include that the company must make commercially reasonable efforts to meet “such other milestones that IonQ may specify in a development plan provided by IonQ to the universities...” Please revise to provide a discussion of the
additional milestones the Company has specified in its development plan provided to the universities.

Response: The Company respectfully advises the Staff that IonQ has not included any additional milestones in any development plan
provided to the universities, and further, that IonQ no longer has any obligation to submit development plans to the universities. The Company has revised the disclosure on page 185 of Amendment No. 1 to disclose this information.

Information About IonQ

 Competition, page
180

10.
 Please revise to provide additional disclosure regarding competition in the trapped ion quantum competing
space, specifically addressing how “IonQ’s processor architecture, system design and implementation and its strategies to scale” are superior to your competition.

Response: In response to the Staff’s comment, the Company has revised the disclosure on page 187 of Amendment No. 1 to address
how IonQ’s processor architecture, system design and implementation and strategies to scale are superior to its competition.

 Proposal No.
3—The Charter Proposal

 Reason for the Amendment, page 233

11.
 Please balance your discussion of the reasons for adopting a classified board structure, removing the
ability to act by written consent, exclusive forum provision and requiring the approval of two-thirds of the voting power to make certain amendments to your charter and bylaws with a discussion of the
disadvantages to stockholders of these proposals.

 3

 Response: The Company respectfully advises the Staff that the Company’s existing
certificate of incorporation (the “Current Charter”) and bylaws reflect both a classified board structure and an exclusive forum provision. Accordingly, the Charter Proposal does not reflect these as amendments to the Current
Charter. The Company has revised the disclosure on page 244 of Amendment No. 1 to reflect this information. The Company has also revised the disclosures on pages 244 and 245 of Amendment No. 1 to reflect the disadvantages to stockholders
of removing the ability to act by written consent and requiring the approval of two-thirds of the voting power to make certain amendments to the Proposed Charter and amended and restated bylaws.

Note 10. Stock-Based Compensation, page F-22

12.
 Please provide us with a breakdown of all equity awards granted to date in fiscal 2020 and leading up to the
filing of the Form S-4, including the fair value of the underlying common stock used to value such awards as determined by your board of directors. To the extent there were any significant fluctuations in the
fair values from period-to-period, please describe for us the factors that contributed to these fluctuations, including any intervening events within the Company or
changes in your valuation assumptions or methodology. Compare the most recent valuations for options granted to the fair value of the shares of commons stock as determined by the conversion ratio described in the Business Combination Agreement. In
addition, please include Equity-Based Compensation and Common Stock Valuations within your Critical Accounting Policies.

Response:

 Stock
Option Grants

 Set forth in the table below are the stock options granted by IonQ during 2020 and through the filing of the Form S-4, including the fair value of the underlying shares of common stock used to value such awards at the grant date.

Grant Date

Number of
Shares of
Common Stock
Underlying
Stock Options
Granted (#)

 Exercise Price
Per Share of
Common
Stock

($)

 Deemed Fair
Value Per
Share of
Common
Stock
for
Financial
Accounting
Purposes

 ($)

Applicable 409A
Valuation Report

 January 8, 2020

340,578

1.88

2.00

October 2019

 February 11, 2020

113,509

1.88

2.05

October 2019

 April 16, 2020

240,808

1.88

2.13

October 2019

 August 5, 2020

170,117

1.88

2.28

October 2019

 September 10, 2020

29,295

1.88

2.44

October 2019

 November 3, 2020

1,429,969

2.79

5.19

October 2020

 November 17, 2020

115,000

2.79

6.59

October 2020

 January 12, 2021

258,815

9.68

16.56

December 2020

 January 20, 2021

200,000

9.68

18.77

December 2020

 February 9, 2021

25,000

9.68

24.27

December 2020

 February 19, 2021

667,377

9.68

27.03

December 2020

 March 4, 2021

452,517

9.68

30.61

December 2020

 4

 Common Stock Valuation Methodologies

As there has been no public market for IonQ’s common stock to date, the estimated fair value of its common stock has been determined by
IonQ’s board of directors (the “IonQ Board”), as of the date of each option grant, with input from IonQ’s management, considering the most recent third-party valuation of its common stock, as well as the IonQ Board’s
assessment of additional objective and subjective factors that the IonQ Board believed were relevant and which may have changed from the date of the most recent valuation date through the grant date. The IonQ Board considered various objective and
subjective factors to determine the fair value of the common stock as of each grant date, as set forth on pages 201 and 202 of Amendment No. 1, including:

•

 contemporaneous valuations performed at periodic intervals by independent third-party specialists;

•

 IonQ’s actual operating results and financial performance;

•

 IonQ’s current business conditions and projections;

•

 IonQ’s progress on research and development efforts;

•

 stage of development;

•

 the prices, preferences and privileges of shares of IonQ’s convertible preferred stock relative to shares of
IonQ’s common stock;

•

 likelihood of achieving a liquidity event for the underlying equity instruments, such as a business combination,
given prevailing market conditions;

•

 lack of marketability of IonQ’s common stock; and

•

 macroeconomic conditions.

The third-party valuations of IonQ’s common stock that the IonQ Board considered in making its determinations were prepared in accordance
with the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation (the “Practice Guide”), which prescribes several
valuation approaches for determining the value of an enterprise, such as the cost, market and income approaches, and various methodologies for allocating the value of an enterprise to its capital structure and specifically the common stock.

For each valuation report listed in the table above and for the March 2021 Valuation Report described below, IonQ made a determination of
enterprise value using the market approach. The asset and income approaches were both considered, however, neither approach was deemed appropriate. In deriving enterprise value using the market approach, IonQ used the Back-Solve Method and the
transaction price of secondary transactions in IonQ’s capital stock. The Back-Solve Method infers market value implied by a financing transaction on an arms-length basis. Additionally, for those valuations that were not performed in close
proximity to a secondary transaction, IonQ determined the enterprise value by adjusting the transaction price of secondary transactions for the value of IonQ’s research and development efforts in the intervening period based on a return on cost
method. Finally, the market approach began to incorporate the potential business combination as this exit strategy became more probable.

In accordance with the Practice Guide, IonQ considered the following methods for allocating the enterprise value across its classes of capital
stock to determine the fair value of its common stock at each valuation date.

•

 Option Pricing Method (“OPM”). The OPM estimates the value of the common
equity of IonQ using the various inputs in the Black-Scholes option pricing model. The OPM treats the rights of the holders of common stock as equivalent to that of call options on any value of the enterprise above certain break points of value
based upon the liquidation preferences of the holders of IonQ’s preferred stock, as well as their rights to participation, and the stock prices of the outstanding options. Thus, the value of the common stock can be determined by estimating the
value of its portion of each of these call option rights. Under this method, the

 5

common stock has value only if the funds available for distribution to stockholders exceed the value of the liquidation preference at the time of a liquidity event, such as a merger or sale.
Given the common stock represents a non-marketable equity interest in a private enterp

United States securities and exchange commission logo
April 27, 2021
Harry You
Chairman of the Board
dMY Technology Group, Inc. III
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Re:dMY Technology Group, Inc. III
Registration Statement on Form S-4
Filed March 30, 2021
File No. 333-254840
Dear Mr. You:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-4
What vote is required to approve the proposals presented at the Special Meeting?, page 6
1.In light of the vote requirement for approval of the proposals, please revise here or
elsewhere to discuss how the voting requirement and the voting and support agreements
make it more likely the business combination will be approved. For example, discuss the
percentage of shares not subject to the voting and support agreements that would be
required to approve the business combination proposal if only a quorum of dMY
Technology Group, Inc. III shareholders are present.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. III
 April 27, 2021 Page 2
 FirstName LastName
Harry You
dMY Technology Group, Inc. III
April 27, 2021
Page 2
Summary, page 17
2.We note the redemption feature of the warrants whereby the company may redeem the
public warrants for Class A ordinary shares based upon the “fair market value” of the
Class A ordinary shares.  In the summary section, disclose this redemption feature. Revise
the risk factor on page 75 to focus on this redemption feature triggered by a trading price
of $10.00 (rather than the $18.00 feature) and highlight that (1) the trading price is less
than the exercise price of the warrants ($11.50) and (2) may result in investors having to
exercise the warrants at a time when they are out-of-the-money or receive nominal
consideration from the company for them.
IonQ Stockholder Support Agreement, page 20
3.We note your disclosure that you entered into a stockholder support agreement with
certain IonQ stockholders.  Please revise to clarify the aggregate voting power those
stockholders hold.
Risk Factors
IonQ systems depend on the use of a particular isotope of an atomic element..., page 52
4.You state that IonQ is currently reliant on a single supplier of isotopically enriched
materials and that there are limited suppliers for such resources.  Please identify the
supplier and provide a description of any agreements with this supplier including
termination provisions.
IonQ may rely heavily on future collaborative partners, page 52
5.You state that IonQ has entered into strategic partnerships to develop and commercialize
IonQ's current and future research and development programs with other companies.  To
the extent material, please disclose the terms of those agreements for strategic partnerships
including obligations of the parties and financial arrangements.
The Business Combination
Terms of the Merger, page 98
6.We note that you determined the equity valuation of IonQ to be $1.275 billion.  Given the
limited revenues and operating history of IonQ, please provide a more detailed discussion
regarding the underlying assumptions and information used in determining this enterprise
value.
Certain Projected Financial Information, page 105
7.We note that the disclosed prospective financial information for IonQ, Inc. is a summary
of projections provided by IonQ to dMY. Tell us whether any other information was
provided to dMY to support the projections. If so, disclose the material estimates and
hypothetical assumptions upon which they are based.

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. III
 April 27, 2021 Page 3
 FirstName LastNameHarry You
dMY Technology Group, Inc. III
April 27, 2021
Page 3

Regarding the customer warrant disclosed in Note 9. "Warrant Transaction Agreement"
on page F-21, please advise as to the materiality of the revenue offset if such revenues are
reflected in your projections.
Comparative Historical and Unaudited Pro Forma Per Share Data, page 145
8.We note you currently provide the actual closing market prices per share and no pro forma
per share data. Please clarify if you intend to provide pro forma information giving effect
to the Business Combination, assuming different redemption scenarios.
Agreements with the University of Maryland and Duke University
Exclusive License Agreement, page 178
9.We note your disclosure that the terms of the exclusive license agreement with Duke and
the University of Maryland include that the company must make commercially reasonable
efforts to meet "such other milestones that IonQ may specify in a development plan
provided by IonQ to the universities..."  Please revise to provide a discussion of the
additional milestones the Company has specified in its development plan provided to the
universities.
Information About IonQ
Competition, page 180
10.Please revise to provide additional disclosure regarding competition in the trapped ion
quantum competing space, specifically addressing how "IonQ’s processor architecture,
system design and implementation and its strategies to scale" are superior to your
competition.
Proposal No. 3 - The Charter Proposal
Reason for the Amendment, page 233
11.Please balance your discussion of the reasons for adopting a classified board structure,
removing the ability to act by written consent, exclusive forum provision and requiring the
approval of two-thirds of the voting power to make certain amendments to your charter
and bylaws with a discussion of the disadvantages to stockholders of these proposals
Note 10. Stock-Based Compensation, page F-22
12.Please provide us with a breakdown of all equity awards granted to date in fiscal 2020 and
leading up to the filing of the Form S-4, including the fair value of the underlying
common stock used to value such awards as determined by your board of directors. To the
extent there were any significant fluctuations in the fair values from period-to-period,
please describe for us the factors that contributed to these fluctuations, including any
intervening events within the Company or changes in your valuation assumptions or
methodology. Compare the most recent valuations for options granted to the fair value of

 FirstName LastNameHarry You
 Comapany NamedMY Technology Group, Inc. III
 April 27, 2021 Page 4
 FirstName LastName
Harry You
dMY Technology Group, Inc. III
April 27, 2021
Page 4
the shares of commons stock as determined by the conversion ratio described in the
Business Combination Agreement. In addition, please include Equity-Based
Compensation and Common Stock Valuations within your Critical Accounting Policies.
Note 6. Stockholders' Equity, page F-44
13.For your public and private placement warrants, please explain how the warrant  terms
and accounting literature  support your balance sheet classification over the reported
periods.  Please refer to the guidance in ASC 815-40 and the Staff Statement on
Accounting and Reporting Considerations for Warrants Issued by Special Purpose
Acquisition Companies on April 12, 2021.
            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.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Ryan Rohn, Senior Staff Accountant, at (202) 551-3739 or Craig
Wilson, Senior Advisor, at (202) 551-3226 if you have questions regarding comments on the
financial statements and related matters.  Please contact Matthew Derby, Staff Attorney, at (202)
551-3334 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Adam J. Brenneman