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.
 Harry You
FirstName LastNameHarry   You
dMY Technology   Group, Inc. VI
Comapany16,
February  NamedMY
            2023     Technology Group, Inc. VI
February
Page 2 16, 2023 Page 2
FirstName LastName
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.
 Harry You
FirstName LastNameHarry   You
dMY Technology   Group, Inc. VI
Comapany16,
February  NamedMY
            2023     Technology Group, Inc. VI
February
Page 3 16, 2023 Page 3
FirstName LastName
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.
 Harry You
FirstName LastNameHarry   You
dMY Technology   Group, Inc. VI
Comapany16,
February  NamedMY
            2023     Technology Group, Inc. VI
February
Page 4 16, 2023 Page 4
FirstName LastName
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.
 Harry You
FirstName LastNameHarry   You
dMY Technology   Group, Inc. VI
Comapany16,
February  NamedMY
            2023     Technology Group, Inc. VI
February
Page 5 16, 2023 Page 5
FirstName LastName
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.
 Harry You
FirstName LastNameHarry   You
dMY Technology   Group, Inc. VI
Comapany16,
February  NamedMY
            2023     Technology Group, Inc. VI
February
Page 6 16, 2023 Page 6
FirstName LastName
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.
 Harry You
FirstName LastNameHarry   You
dMY Technology   Group, Inc. VI
Comapany16,
February  NamedMY
            2023     Technology Group, Inc. VI
February
Page 7 16, 2023 Page 7
FirstName LastName
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 14E, which requires ten business days to remain in the
offer period
         following any change in offer price. Please revise the offer price so
that it is fixed, or
         provide us with a legal analysis explaining why the existing pricing
mechanism is not in
         conflict with the applicable provisions that regulate disclosure of
price.
30.      Please refer to the following statement:    You should not assume that
the information
         provided in this Offer is accurate as of any date other than the date
as of which it is
         shown, or if no date is otherwise indicated, the date of this Offer.
 Please revise to
         remove the implication that dMY VI is abdicating its responsibility to
amend the Offer to
         Purchase to report material changes as required by Rule 13e-4(c)(3)
and material facts
         under Section 14(e).
31.      Information has been incorporated by reference in response to Item 10
of Schedule TO
         that has not been identified within the exhibit index appearing at
page 7 of the Schedule
         TO. In order to comply with General Instruction F of Schedule TO, and
ensure liability
         under the applicable tender offer regulatory provisions of the
information so incorporated,
         please revise the exhibit index to identify any periodic reports (or
the discrete content of
         such reports so incorporated) upon which dMY VI has relied to satisfy
its disclosure
         obligations. The reference made in Instruction F to    submitted
relates to the actual filing
             or refiling     of the periodic report or other filing as
distinguished from the separate
         obligation to identify an informational source as an exhibit. Refer
also to Item 12 of
         Schedule TO and corresponding Item 1016(a)(5) of Regulation M-A.
 Harry You
FirstName LastNameHarry   You
dMY Technology   Group, Inc. VI
Comapany16,
February  NamedMY
            2023     Technology Group, Inc. VI
February
Page 8 16, 2023 Page 8
FirstName LastName
        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 Joshua Shainess, Legal Branch
Chief, at 202-551-
7951, with any other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of
Technology
cc:      Adam Brenneman