PL Planet Labs PBC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 7, 2021

(415) 829-3313

(Registrant’s telephone number, including area code)

dMY Technology Group, Inc. IV

1180 North Town Center Drive, Suite 100

Las Vegas, Nevada 89144

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (Sec.230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (Sec.240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

INTRODUCTORY NOTE

Unless the context otherwise requires, “we,” “us,” “our,” “Planet” and the “Company” refer to Planet Labs PBC, a Delaware public benefit corporation (f/k/a dMY Technology Group, Inc. IV, a Delaware corporation), and its consolidated subsidiaries following the Closing (as defined below). Unless the context otherwise requires, references to “dMY IV” refer to dMY Technology Group, Inc. IV, a Delaware corporation, prior to the Closing. All references herein to the “Board” refer to the board of directors of the Company.

Terms used in this Current Report on Form 8-K (this “Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement/Prospectus (as defined below) in the section entitled “Certain Defined Terms” beginning on page 2 thereof, and such definitions are incorporated herein by reference.

Due to the large number of events reported under the specified items of Form 8-K, this Report is being filed in two parts. An amendment to this Form 8-K is being submitted for filing on the same date to include additional matters under Items 3.03, 4.01, 5.03, 5.05 and 9.01 of Form 8-K.

Business Combination —Registration Rights Agreement.” Such description is qualified in its entirety by the text of the Registration Rights Agreement, which is included as Exhibit 10.2 to this Report and is incorporated herein by reference.

Lock-Up Agreements

In connection with the consummation of the Business Combination, the Sponsor, dMY IV’s directors and officers, Former Planet’s founders, Former Planet’s executive officers and directors who shall continue on as executive officers and directors of Planet and other Former Planet stockholders who held at least 5% of Former Planet capital stock on an as-converted basis immediately prior to the Closing (collectively, the “Lock-Up Stockholders”) entered into lock-up agreements (the “Lock-Up Agreements”) with Planet, which place certain restrictions on the transfer of shares received by the Lock-Up Stockholders in connection with the Transactions. The material terms of the Lock-Up Agreements are described in the section of the Proxy Statement/Prospectus beginning on page 149 titled “Ancillary Agreements Related to the Business Combination—Lock-Up Agreements” and on page 150 titled “Ancillary Agreements Related to the Business Combination—Founder Share Vesting.” Such description is qualified in its entirety by the text of the Lock-Up Agreements, which are included as Exhibits 10.3, 10.4 and 10.5, respectively, to this Report and are incorporated herein by reference.

Pursuant to subscription agreements entered into in connection with the Merger Agreement (collectively, the “Subscription Agreements”), certain investors agreed to subscribe for an aggregate of 25,200,000 newly issued shares of Class A Common Stock at a purchase price of $10.00 per share for an aggregate purchase price of $252,000,000 (the “PIPE Investment”). At the Closing, dMY IV consummated the PIPE Investment.

After giving effect to the Transactions, the redemption of Initial Shares as described above, and the consummation of the PIPE Investment, there were 241,542,778 shares of Class A Common Stock and 21,157,586 shares of Planet’s Class B Common Stock issued and outstanding.

The Class A Common Stock and warrants commenced trading on the New York Stock Exchange (“NYSE”) under the symbols “PL” and “PL WS”, respectively, on December 8, 2021.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as dMY IV was immediately before the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. As a result of the consummation of the Business Combination, and as discussed below in Item 5.06 of this Report, the Company has ceased to be a shell company. Accordingly, the Company is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the combined company after the consummation of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.

Cautionary Note Regarding Forward-Looking Statements

This Report includes statements that express Planet’s opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, “forward-looking statements.” These forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “seeks,” “projects,” “intends,” “plans,” “may” or “should” or, in each case, their negative or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. They appear in a number of places throughout this Report (including in information that is incorporated by reference into this Report) and include statements regarding our intentions, beliefs or current expectations concerning, among other things, the Transactions and the benefits of the Transactions, including results of operations, financial condition, liquidity, prospects, growth, strategies and the markets in which Planet operates. Such forward-looking statements are based on available current market material and management’s expectations, beliefs and forecasts concerning future events impacting Planet. Factors that may impact such forward-looking statements include:

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors and the other risks and uncertainties described in the “Risk Factors” section of the other documents filed by Planet from time to time with the SEC. The forward-looking statements contained in this Report and in any document incorporated by reference are based on current expectations and beliefs concerning future developments and their potential effects on Planet. There can be no assurance that future developments affecting Planet will be those that Planet has anticipated. Planet undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Business

Planet’s business is described in the Proxy Statement/Prospectus in the section titled “Business of New Planet” beginning on page 220, which is incorporated herein by reference.

Risk Factors

The risks associated with Planet’s business are described in the Proxy Statement/Prospectus in the section titled “Risk Factors” beginning on page 69 and are incorporated herein by reference. A summary of the risks associated with Planet’s business is also included on pages 58 and 59 of the Proxy Statement/Prospectus under the heading “Risk Factors” and are incorporated herein by reference.

Financial Information

The audited consolidated financial statements of Former Planet as of January 31, 2021 and 2020 and for the years ended January 31, 2021 and 2020 are included in the Proxy Statement/Prospectus beginning on page F-36, which are incorporated herein by reference.

The unaudited condensed consolidated financial statements of Former Planet as of October 31, 2021 and for the nine months ended October 31, 2021 and October 31, 2020 are included as Exhibit 99.1 hereto and is incorporated herein by reference.

The unaudited pro forma condensed combined financial information of dMY IV and Former Planet as of and for the nine months ended October 31, 2021 and for the year ended January 31, 2021 is set forth in Exhibit 99.2 hereto and are incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Management’s discussion and analysis of the financial condition and results of operations of Former Planet for the years ended January 31, 2020 and 2021 and the nine months ended October 31, 2020 and 2021 are included in Exhibit 99.3 hereto and incorporated herein by reference.

Quantitative and Qualitative Disclosures about Market Risk

Management’s discussion and analysis of the quantitative and qualitative disclosures about market risk of Former Planet for the years ended January 31, 2020 and 2021 and the nine months ended October 31, 2020 and 2021 are included in Exhibit 99.3 hereto in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations —Quantitative and Qualitative Disclosures about Market Risk,” and incorporated herein by reference.

Properties

The Company’s facilities are described in the Proxy Statement/Prospectus in the section titled “Business of New Planet—Our Facilities” on page 243 and that information is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial ownership of Class A Common Stock and Class B Common Stock following the consummation of the Business Combination and the PIPE Investment by:

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Unless otherwise indicated, Planet believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

Directors and Executive Officers

Upon the consummation of the transactions contemplated by the Merger Agreement and documents related thereto, and in accordance with the terms of the Merger Agreement, each executive officer of dMY IV ceased serving in such capacities, and each of Harry You, Darla Anderson, Francesca Luthi and Charles E. Wert ceased serving on dMY IV’s board of directors.

Immediately prior to the consummation of the transactions contemplated by the Merger Agreement and documents related thereto, and in accordance with the terms of the Merger Agreement, William Marshall, Robert Schingler, Jr., Carl Bass, Ita Brennan, Niccolo de Masi, Vijaya Gadde and Heidi Roizen were appointed as directors of Planet, to serve until the end of their respective terms and until their successors are elected and qualified. Carl Bass was appointed by the members of the board of directors of Planet who qualify as “independent” under the rules of the NYSE to serve as the Lead Independent Director.

Ita Brennan, Heidi Roizen and Niccolo de Masi were appointed to serve on Planet’s audit committee with Ita Brennan serving as the chair and qualifying as an audit committee financial expert, as such term is defined in Item 407(d)(5) of Regulation S-K.

Carl Bass and Heidi Roizen were appointed to serve on Planet’s compensation committee with Carl Bass serving as the chair.

Vijaya Gadde and Carl Bass were appointed to serve on Planet’s nominating and corporate governance committee with Vijaya Gadde serving as the chair.

William Marshall was appointed as Planet’s Chief Executive Officer and Chairman of the Board, Robert Schingler, Jr. was appointed as Planet’s Chief Strategy Officer, Ashley Fieglein Johnson was appointed as Planet’s Chief Financial and Operating Officer and Kevin Weil was appointed as Planet’s President of Product and Business.

Additional information regarding Planet’s directors and executive officers after the consummation of the Business Combination is included in the Proxy Statement/Prospectus in the section titled “New Planet Management After The Business Combination” beginning on page 289 and that information is incorporated herein by reference.

Additionally, interlocks and insider participation information regarding Planet’s executive officers is described in the Proxy Statement/Prospectus in the section titled “New Planet Management After The Business Combination —Compensation Committee Interlocks and Insider Participation” beginning on page 293 and that information is incorporated herein by reference.

Director Independence

The independence of each director of Planet’s is described in the Proxy Statement/Prospectus in the section titled “New Planet Management After The Business Combination—Independence of the Board of Directors” on page 293 and is incorporated herein by reference.

Director Compensation

The compensation of Former Planet’s directors is described in the Proxy Statement/Prospectus in the section titled “New Planet Management After The Business Combination—Director Compensation” beginning on page 294 and that information is incorporated herein by reference.

Executive Compensation

The compensation of certain of Former Planet’s executive officers is described in the Proxy Statement/Prospectus in the section titled “Planet’s Executive Compensation” beginning on page 296 and that information is incorporated herein by reference.

Certain Relationships and Related Transactions

Certain relationships and related party transactions of Former Planet are described in the Proxy Statement/Prospectus in the section titled “Certain Relationships and Related Party Transactions—Planet” beginning on page 300 and that information is incorporated herein by reference.

Legal Proceedings

Reference is made to the disclosure regarding legal proceedings in the section of the Proxy Statement/Prospectus titled “Business of New Planet—Legal Proceedings” beginning on page 243, which is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Shares of Class A Common Stock and Planet’s warrants commenced trading on the NYSE under the symbols “PL” and “PL WS,” respectively, on December 8, 2021, in lieu of the Class A Common Stock, warrants and units of dMY IV. Planet has not paid any cash dividends on its shares of common stock to date. It is the present intention of the Board to retain all earnings, if any, to finance the further development and expansion of Planet’s business and, accordingly, the Board does not anticipate declaring any dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon Planet’s financial condition, results of operations, capital requirements, restrictions contained in future agreements and financing instruments, business prospects and such other factors as the Board deems relevant. The payment of any cash dividends is within the discretion of the Board. Further, the ability of Planet to declare dividends may be limited by the terms of financing or other agreements entered into by it or its subsidiaries from time to time.

Information respecting dMY IV’s Class A common stock, public warrants and units and related stockholder matters are described in the Proxy Statement/Prospectus in the section titled “Market Price, Ticker Symbol and Dividend Information” on page 66 and such information is incorporated herein by reference.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth below under Item 3.02 of this Report concerning the issuance and sale by Planet of certain unregistered securities, which is incorporated herein by reference.

Description of Registrant’s Securities

The description of Planet’s securities is contained in the Proxy Statement/Prospectus in the section titled “Description of New Planet Securities” beginning on page 273 and is incorporated herein by reference.

Indemnification of Officers and Directors

The indemnification of Planet’s directors and officers is set forth in the Proxy Statement/Prospectus in the section titled “Description of New Planet Securities—Limitations on Liability and Indemnification of Officers and Directors” beginning on page 282 and is incorporated herein by reference.

2021 Incentive Award Plan

At the Special Meeting, the dMY IV stockholders considered and approved the Planet Labs PBC 2021 Incentive Award Plan (the “Incentive Award Plan”). The Incentive Award Plan was previously approved, subject to stockholder approval, by dMY IV’s board of directors. The Incentive Award Plan became effective immediately upon the approval of the stockholders. A total of 32,550,736 shares of Class A Common Stock were initially reserved under the Incentive Award Plan.

A summary of the terms of the Incentive Award Plan is set forth in the Proxy Statement/Prospectus in the section titled “The Incentive Award Plan Proposal” beginning on page 180 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the Incentive Award Plan, a copy of which is attached hereto as Exhibit 10.13 and incorporated herein by reference.

2021 Employee Stock Purchase Plan

At the Special Meeting, the dMY IV stockholders considered and approved the Planet Lab PBC 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP was previously approved, subject to stockholder approval, by dMY IV’s board of directors. The ESPP became effective immediately upon the approval of the stockholders. A total of 8,137,683 shares of Class A Common Stock were initially reserved under the ESPP.

A summary of the terms of the ESPP is set forth in the Proxy Statement/Prospectus in the section titled “The ESPP Proposal” beginning on page 186 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Such summary and the foregoing description are qualified in their entirety by reference to the text of the ESPP, a copy of which is attached hereto as Exhibit 10.14 and incorporated herein by reference.

(d) Exhibits.