INTRODUCTORY NOTE
On December 13, 2021, Planet Labs PBC (the “Company”) filed a
Current Report on Form 8-K
(the “Original Report”) to report the closing of the Business
Combination and related matters under Items 1.01, 2.01, 3.02, 5.01,
5.02, 5.06, 8.01 and 9.01 of Form 8-K. Due to the large number of events
to be reported under the specified items of Form 8-K, this Form 8-K/A is being filed to amend the
Original Report to include additional matters related to the
closing of the Business Combination under Items 3.03, 4.01, 5.03,
5.05 and 9.01 of Form 8-K
(as amended, this “Report”).
Capitalized terms used herein but not defined herein have the
meanings given to such terms in the Original Report.
Item 3.03. Material Modification to Rights of Security
Holders.
The information set forth in Item 5.03 to this Report is
incorporated herein by reference.
Item 4.01. Changes in Registrant’s Certifying Accountant.
For accounting purposes, the Transactions are treated as a reverse
recapitalization and, as such, the historical financial statements
of the accounting acquirer, Former Planet, which have been audited
by Ernst & Young LLP, will become the historical financial
statements of the Company. In a reverse recapitalization, a change
of accountants is presumed to have occurred unless the same
accountant audited the pre-transaction financial statements of
both the legal acquirer and the accounting acquirer, and such
change is generally presumed to occur on the date the reverse
recapitalization is completed.
(a) Dismissal of independent registered public accounting firm.
On December 7, 2021, the audit committee of the Board
dismissed WithumSmith+Brown, PC (“Withum”), dMY IV’s independent
registered public accounting firm prior to the business
combination.
The report of Withum on dMY IV’s, the Company’s legal predecessor,
balance sheet as of December 31, 2020 and the statements of
operations, changes in stockholders’ equity and cash flows for the
period from December 15, 2020 (inception) to December 31,
2020, did not contain an adverse opinion or a disclaimer of
opinion, and were not qualified or modified as to uncertainties,
audit scope or accounting principles.
During the period from December 15, 2020 (inception) to
December 31, 2020 and subsequent interim period through
December 7, 2021, there were no disagreements between the
Company and Withum on any matter of accounting principles or
practices, financial disclosure or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of Withum,
would have caused it to make reference to the subject matter of the
disagreements in its reports on dMY IV’s financial statements for
such period.
During the period from December 15, 2020 (inception) to
December 31, 2020 and subsequent interim period through
December 7, 2021, there were no “reportable events” (as
defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except for
the previously disclosed material weaknesses identified in dMY IV’s
internal control over financial reporting related to (i) the
classification of warrants issued by dMY IV in connection with dMY
IV’s initial public offering in March 2021 and (ii) the
improper classification of a portion of dMY IV’s Class A
common stock as permanent equity on dMY IV’s balance sheet. The
Audit Committee of the board of directors of dMY IV discussed each
of the reportable events with Withum, and dMY IV authorized Withum
to respond fully to inquiries of the successor accountant
(described below) concerning the reportable events.
The Company has provided Withum with a copy of the foregoing
disclosures and has requested that Withum furnish the Company with
a letter addressed to the SEC stating whether it agrees with the
statements made by the Company set forth above. A copy of Withum’s
letter, dated December 13, 2021, is filed as Exhibit 16.1 to this
Report.
